Terms and Conditions
Application and full agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation
(Services) by Astute Myndz Limited, a company located in 101 Whitechapel High St, London E1 7RA, UK (Head Office) and 7860 Hines Rd, Millington, TN 38053, USA (Branch Office) to the person buying the services.
2. You are liable to accept the Terms and Conditions when receiving our quotation or from the date of commencement of our services (whichever happens earlier). The terms and conditions and quotation (the Contract) are the full agreement between us.
3. You have to accept that you are not entrusted upon any representation, promise or statement give by or made or on our behalf. The conditions are applicable to the elimination of any other terms that you try to enforce or integrate, or which are applied by practice, custom, trade or implied by trade, custom, practice or dealing process.
4. A “business day” implies any other day than a Saturday, Sunday and bank holiday.
5. The heading in these Terms and Conditions are only for accessibility and do not alter their meaning.
6. Words communicating the singular number shall consist of the plural and vice-versa.
7. We ensure to use the required knowledge and care in our activities that will complement the quotation, comprising of any including any specifications in all material ways. We will make any alterations to our services that are required to follow any applicable law or safety obligation and we will notify you if this is required.
8. We will make the most of our resources to accomplish our services on time as mentioned in the quotation. Though, time is not put into consideration whenever we perform our duties.
9. The Terms and Conditions are applicable to the supply of any goods and services unless we point out in any other way.
10. You should acquire any required licenses, consents, permissions, licences and others. You should give us access to any or all related information, properties, materials or other things that we require to offer the services.
11. We will terminate our service if you do not adhere to clause 10.
12. We take no responsibility for setback or failure in providing the services, if it has occurred due to your failure to follow the provisions of this section. (It is your responsibility).
13. The Services fees are laid out in the quotation and are according to time and material.
14. Along with the Fees, we can also recover you from a) service costs provided by third parties and needed by us for the service performances. b) affordable accidental expenditure, including but not limited to hotel costs, travelling costs, subsistence and any related expenditure, and c)the price of any material needed for the provision of Services.
15. You should pay us for any extra assistance offered by us that are not mentioned in the quotation as per our current, applicable rate according to the time of performance or such other rates as agreed between us. The provisions of clause 14 are also considered for these services.
16. The Fees are of any appropriate VAT and other taxes that are levied or charged by any rival authority.
17. You should pay a deposit (“Deposit”) as specified in the detailed while accepting the quotation.
18. If you do not pay the Deposit as per the above clause, we will either withhold our services until you pay the deposit or stop our services. (Termination).
19. The deposit is non-refundable unless we cannot offer the Services and are guilty for such failure. When we are not responsible for the failure, there will be no refund from us.
Withdrawal, Cancellation and Amendment
20. We will withdraw, cancel or amend a quotation if you do not accept it or if the services have not in initiated, in a time span of 7 days from the quotation date (unless the quotation has been withdrawn).
21. Only you or we can do order cancellation before your acceptance or rejection of the quotation.
22. Notify us via writing as soon as possible if you want to amend any details of the services. We will take the reuired initiatives to do the modifications. We will include the extra cost in the fees and invoice it to you.
23. If we do alter our services or the ways we provide our due to reasons beyond our control, we will inform it you right away. We make the most of our resources to do minimum changes.
24. We will invoice you the fees payment in the following situations:
a. after completing our service.
b. on the invoice date mentioned in the quotation.
25. You should pay the due fees in 7 days of the invoice date or otherwise in accordance, including any agreed credit terms.
26. Payment time will be of the significance of the Contract.
27. We will charge you interest at the rate of 10% per annum more than the base
lending rate of the Bank of England repeatedly on the outstanding amount until full payment is received if you do not pay in mentioned time peiod without comprising on any other remedy or right we have for statutory interest.
28. Payment due under these Terms and Conditions should be done entirely with no deduction. If you withhold payment as required by law, none of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any amount in whole or in part.
29. We can suspend further provision of the service if you do not pay within the mentioned and cancel any future assistance that have been availed by you or arranged with you.
30. We issue receipts for payment if only you request.
31. You must do all your payments in cash, through our web site or bank transfer unless agreed in writing.
Sub-Contracting and Assignment
32. We can assign, transfer, charge, subcontract or deal in any other way anytime with all or
any of your rights according to these Terms and Conditions. We can also delegate or subcontract or delegate any or all of our obligations to any third party.
33. You should not assign, transfer, charge, subcontract or deal in
any other manner with all or any of your rights or obligations under these Terms and Conditions without our prior written consent
34. We terminate the provision of the Services if you:
a. Do not pay the due amount before the due date for payment or under the terms and conditions
b. Commit a material breach of your obligations under these Terms and Conditions
c. Are about to or take advantage of any other statutory provision for the release of insolvent debtor or about to become the subject of a bankruptcy order; or
d. Get into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme of arrangement is made with its creditor; or
e. Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver hired for looking after your assets or undertakings or any part of them, any documents are filed with the courts for the appointment of an administrator in respect of you, notice of intention to appoint administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986).A resolution is done or petition is presented to any court for your winding up or for the granting of administration order in respect of you, or commencement of any action related to your insolvency or probable insolvency.
35. We reserve intellectual property rights and all copyright that may subsist in any
goods supplied in connection with the provision of the Services. We reserve the right to take any
appropriate action to prevent or restrain the breach of such intellectual property rights.
Responsibility and indemnity
36. Our responsibility under these Terms and Conditions, and in infringement of statutory duty, or misrepresentation or otherwise, well not limited as per this clause.;
37. The added up amount of our liability is limited to the total amount of Fees payable by you according to the contract.
38. We are not responsible (if caused by our employees, agents or otherwise) in connection with
our provision of the Services or the performance of any of our other obligations under these
Terms and Conditions or the quotation for:
a. Any special, indirect or consequential loss, damage, cost, or expenses or;
b. Any loss of data, loss of profits; loss anticipated profits, loss of reputation or goodwill; business mishaps or other third party claims; or
c. Any failure to conduct any of our obligations if such delay or failure is because of any cause beyond our reasonable control; or
d. Any losses that resulted due to the direct or indirect failure or your breach in relation to your obligations; or
e. Any losses arising directly or indirectly from the selection of Services and how they will meet your demands or your use of the Services or any goods supplied in connection with the Services.
39. You must compensate against all claims, damages, cost and losses beared by us arising from
any damage to any equipment (including that belonging to third parties) caused by you or employees.
40. There is nothing in these Terms and Conditions that will limit or eradicate our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
41. We are not responsible for any failure or delay in doing our duties where such failure or
delay results from any cause that is beyond the reasonable control of that party. Such cause include, but are not limited to; power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay stretches more than a period of 90 days, either of us may terminate or cancel the Services to be provided under these Terms and Conditions.
42. Notifications under these Terms and Conditions should be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
43. Notices willl be deemed to have been duly given:
a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. When sent if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. If mailed by national ordinary mail on the fifth business day following mailing; or
d. If mailed by airmail on the tenth business day following mailing .
44. All notices under these Terms and Conditions must be targeted to the most recent address,
email address or fax number notified to the other party.
45. No delay, act or omission by a party interfering any right or remedy will be deemed a remission of that, other right or remedy nor stop further exercise of any other right, or remedy.
46. If either of the Terms and Conditions is found to be illegal, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
47. These Terms and Conditions framed and laid out as per the English law. All conflicts disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.