Ohaso Limited Terms and Conditions
All Goods, Products and Services provided by Ohaso Limited trading as Ohaso ("Ohaso") shall be, and are, subject to these Conditions:
1. Ohaso provides Goods, Products and Services to the Customer ("Customer") in compliance with English Law and on terms to be enforced by English Law.
2. If any individuals are named in any Contract, proposal or quotation, then so far as reasonably practicable, the Services shall be undertaken or provided by those individuals. If an individual is for any reason unable to fulfil that role, Ohaso will substitute them with another person, subcontractor, or service provider of similar competence.
3. Times given for completion of contracted Services or the delivery of Products and/or Goods are estimates only. Ohaso will endeavour to meet the same, but time will not be of the essence. Title to Goods and/or Products supplied remains with Ohaso until said Goods and/or Products are paid for within the contractual terms and conditions of supply. The Title to Goods and/or Products will revert to Ohaso in the event of nonpayment. Ohaso reserves the right to discontinue the provision of Services in the event of nonpayment and to obtain compensation for any costs incurred as a result.
4. Ohaso will endeavour to accommodate any changes that are suggested or brought about by the Customer, but entirely subject to the right of Ohaso to charge the Customer for any additional work, costs, or cancellation costs that occur as a result of the changes. Ohaso reserves the right to invoice at full value for contracts for Services cancelled less than two weeks before the work is due to be initiated.
5. The offer to supply Goods, Products and/or Services for a specified price made in a proposal or quotation will be valid for one calendar month from the date of the proposal or quotation.
6. If the Customer is to supply Ohaso, or any engaged subcontractor, or service provider, with any documents, materials, assistance, data or other information ("Input Materials") these shall be supplied within sufficient time to enable Ohaso to perform the Services in accordance with the terms and conditions of the Contract. Ohaso shall not be liable or deemed to be in breach of Contract if the Input Materials are delayed, incomplete, incorrect or inaccurate and Ohaso will be entitled to charge the Customer for the provision of any additional Services necessary as a result thereof.
7. The fees for the provision of the Services are as set out in the proposal or quotation. Any rates expressed to be on a daily basis are on the basis of an 8-hour working day from 9.30 a.m. to 5.30 p.m. with the statutory breaks. Any quotations or proposals expressed to be undertaken on an hourly basis are accepted on the basis of an indeterminate duration. Ohaso's charges are revised from time to time and the fees agreed with the Customer for Services to be provided after that date may be changed accordingly, with not less than one weeks notice.
8. If no payment dates are specified in the proposal or quotation, Ohaso will issue invoices periodically at its discretion.
9. Unless specified otherwise in the proposal or quotation, invoices shall be payable upon receipt.
10. All charges quoted are exclusive of VAT for which the Customer shall be additionally liable at the applicable rate.
11. Expenses directly incurred by Ohaso on behalf of, or in respect of, the Customer (e.g. Goods, Products and Services provided by third parties or external sources, travel expenses, hotel and conference accommodation, presentational and promotional materials, bulk reports, etc.) and supported by the appropriate documentation, will be reimbursed at cost to Ohaso.
12. Ohaso may, without limiting any other rights, charge interest on any late payments (both before and after any judgment) at 4% above the Base Rate from time to time of The Bank Of England, from the due date until the outstanding amount is paid in full.
13. All copyright and other intellectual property rights in any documentation and materials in whatever form used, or produced, in the course of the Services, shall remain vested in, or shall vest in, Ohaso absolutely.
14. Each party shall keep secret and not disclose at any time and shall procure that their employees keep secret and do not disclose at any time, any information of a confidential nature obtained by them from the other by reason of this Contract, including, without prejudice to the generality of the foregoing, any copyright material and proprietary techniques, except information which is in the public domain, which must be disclosed by law or regulation, or which the receiving party can show was in its possession prior to disclosure by the other party. Neither party shall use, copy or reproduce, any such confidential information except for the purposes for which such information was disclosed.
15. It is the Customer's responsibility to carry out computer virus precautions and Ohaso will not be responsible for loss occasioned by computer viruses, whether introduced by Ohaso's software or otherwise.
16. Subject as expressly provided in these conditions all warranties or terms which may be implied or incorporated into this Contract by statue or common law are hereby expressly excluded to the full extent permitted by law. Except in respect of death or personal injury caused by Ohaso's proven negligence, or as expressly provided in these conditions, Ohaso shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or for any loss of profit or any economic, indirect, special or consequential loss, damage, costs, expenses or other claims, whether caused by the proven negligence of Ohaso, its servants or agents or otherwise which arise out of or in connection with the provision of the Goods, Products and/or Services or their use by the Customer. While Ohaso will use all reasonable endeavours to provide a prompt and continuing service it will not be liable for any loss, including but not limited to loss of data resulting from delays, non- deliveries, missed deliveries, or service interruptions. Ohaso specifically excludes any warranty as to the quality or accuracy of information received through the services and cannot be held responsible for loss or corruption caused by the downloading of data. The entire liability of Ohaso under or in connection with the Contract shall not exceed the amount of Ohaso's charges for the provision of the respective Goods, Products and/or Services. Each provision of this clause excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination or expiry date of this Contract.
17. Ohaso shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Services if the delay or failure was due to any cause beyond Ohaso's reasonable control.
18. Either party may, without limiting any other remedy, immediately terminate the Contract by giving written notice to the other if the other commits any material breach of Contract and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
19. The proposal or quotation and these Terms and Conditions form the whole Contract between the parties in respect of the Goods, Products and/or Services and supersede any prior agreement, whether written or oral, in relation to the Goods, Products and/or Services.
20. If there should be any conflict between the terms of the proposal, or quotation, and/or with these Terms and Conditions, the proposal, or quotation, shall prevail.
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