Lloyd-Davies Associates Ltd Terms & Conditions
A1 Main Business Terms
The following terms and conditions of business (“Business Terms”) shall apply to each and every contract for the sale or provision by Lloyd-Davies Associates Ltd (the “Company”) of any of its products or services to each of its Customers as set out in the Proposal. In the event of any conflict between these Business Terms and the terms of a Proposal, the terms of the Proposal shall prevail
1.1 In this Contract the following words and expressions shall, except where the context otherwise requires, have the following respective meanings:
Customer: means the person who purchases Cloud Services, Equipment, Rental Equipment or Services from the Company, and whose details are set out in the Proposal;
Contract: means any contract between the Company and the Customer incorporating these Business Terms, and shall include the Proposal and, as applicable, the Sale Terms the Services Terms, and the Rental Terms;
Equipment: means any equipment delivered by the Company to the Customer in accordance with the Proposal (other than Rental Equipment) and includes any hardware and any Licensed Software;
Delivery means: the delivery by the Company to the Customer of the Equipment and the acceptance by the Customer of such Equipment by the issue of a delivery receipt;
Delivery Location: means the location set out in the Proposal or otherwise notified by the Customer to the Company in writing, where delivery of the Equipment is to take place;
Fault: means an error condition which is capable of being reproduced and which causes the Services Equipment to fail to operate in substantial compliance with its specifications and causes a material adverse impact on the use of the Services Equipment.
Implementation Services: means the services provided by the Company to the Customer in respect of the implementation and configuration of the Equipment in accordance with the Proposal;
Licensed Software: means all software described in a Proposal including all updates, changes or revisions, thereto if provided in the Proposal;
Proposal: means the document supplied by the Company to the Customer which sets out the commercial terms of this Contract;
Rental Equipment: means the equipment that is leased to the Customer by the Company under the Rental Terms as set out in the Proposal;
Rental Period: means the period for which the Customer has possession of the Rental Equipment in accordance with the Rental Terms and as set out in the Proposal;
Rental Terms: means the terms and conditions between the Company and the Customer in respect of the Rental Equipment which form part of this Contract;
Sale Terms: means the terms and conditions between the Company and the Customer in respect of the Equipment which form part of this Contract;
Services: means the services provided by the Company to the Customer under this Contract as set out in the Proposal;
Services Equipment: means any equipment (including but not limited to hardware and other computer equipment) in respect of which the Company provides the Services to the Customer and which may include the Equipment;
Services Fee: the amount or amounts set out in the Proposal that the Customer shall pay to the Company as provided in the Services Terms for the Services; and
Services Terms: means the terms and conditions between the Company and the Customer in respect of the Services which form part of this Contract.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A “person” includes any company, unincorporated association or partnership.
1.5 A reference to one gender includes a reference to the other gender.
1.6 Clause headings do not affect the interpretation of this Contract.
APPLICATION OF TERMS
2.1 Subject to any variation under clause 2.3 the Contract shall be on these Business Terms, the Sale Terms, the Services Terms and the Rental Terms (as applicable) to the exclusion of all other terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document.
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 This Contract applies to all the Company’s dealings with the Customer and any variation to this Contract and any representations made about the Equipment, the Rental Equipment or the Services shall have no effect unless expressly agreed in writing and signed by the Company.
2.4 No order placed by the Customer shall be deemed to be accepted by the Company until an acknowledgement of order is issued by the Company.
2.5 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Equipment and/or Services described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Unless otherwise agreed by the Company in writing, the price for the Equipment, the Rental Equipment and the Services (as applicable) (the “Price”) shall be the price set out in the Proposal.
4.2 The Price shall be exclusive of any VAT and any other sales tax which shall be payable by the Customer at the rate and in the manner prescribed by law and, unless otherwise set out in the Proposal, all other costs or charges in relation to packaging, loading, unloading, carriage and insurance, shall be payable by the Customer in addition to the Price.
5.1 The Customer shall ensure that payment is made within 15 days of the date of receiving an invoice from the Company.
5.2 Time for payment shall be of the essence.
5.3 No payment shall be deemed to have been received until the Company has received cleared funds.
5.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
5.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
5.6 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.1 Neither party shall, at any time from the date of the Contract to the expiry of twelve (12) months after termination or expiry of the Contract, employ or attempt to employ any person who is, or has been, engaged as an employee, worker or subcontractor of the other party
6.2 If either party commits any breach of clause 6.1, the breaching party shall, on demand, pay to the claiming party a sum equal to one year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or sub-contractor plus the recruitment costs incurred by the claiming party in replacing such person.
LIMITATION OF LIABILITY
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made or resale by the Customer of any of the Equipment or of any product incorporating the Equipment;
7.1.3 the provision by the Company of the Services; and
7.1.4 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in the Contract excludes or limits the liability of either party:
7.3.1 for death or personal injury caused by that party’s negligence; or
7.3.2 for any matter which it would be illegal for that party to exclude or attempt to exclude its liability; or
7.3.3 for fraud or fraudulent misrepresentation.
7.4 Subject to clauses 7.2 and 7.3 the Company shall have no liability to the Customer, including for the avoidance of doubt, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, and including in respect of any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or for any indirect or consequential loss or damage whatsoever (howsoever caused) arising in connection with the performance or contemplated performance of the Contract.
7.5 Without prejudice to the other provisions of this clause 7, the Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer and shall provide to the Company written evidence of any claims for which it is alleged that the Company is liable together with written details of how loss was caused by the Company and the steps the Customer has taken to mitigate such loss before the Company will entertain such claim.
8.1 The Company shall have the right at any time by giving notice in writing to the Customer to terminate the Contract forthwith if:
8.1.1 the Customer fails to pay any sum due under this Contract by the relevant due date; or
8.1.2 the Customer encumbers or in any way charges the Rental Equipment or any of the Equipment before title has passed to the Customer.
8.2 Either party shall have the right at any time by giving notice in writing to the other party (the “Other Party”) to terminate the Contract forthwith if:
8.2.1 the Other Party commits any other material breach of any of the terms and conditions of the Contract; or
8.2.2 the Other Party suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the parties hereto, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Other Party ceases to trade; or
8.2.3 the Other Party has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Other Party or notice of intention to appoint an administrator is given by the Other Party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Other Party or for the granting of an administration order in respect of the Other Party or any proceedings are commenced relating to the insolvency or possible insolvency of the Other Party;
8.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of either party accrued prior to termination. The terms of this Contract which expressly or implicitly have effect after termination shall continue to be enforceable notwithstanding termination.
9.1 Each party undertakes that it shall not at any time during this Contract disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 9.2 below.
9.2 Each party may disclose the other party’s Confidential Information:
9.2.1 to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this Contract, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 9 as though they were a party to this Contract. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
9.2.2 as may be required by law, court order or any governmental or regulatory authority.
9.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Contract are granted to the other party or to be implied from this Contract.
The Company shall not be in breach of the Contract, nor liable for any failure or delay in performance of any obligations under the Contract (and, the time for performance of the obligations shall be extended accordingly) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or defaults, delays or omissions of any third party, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
11.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
11.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
11.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
11.5 This Contract constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all previous agreements and understandings between the parties and the Customer acknowledges that, in entering into this Contract, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this Contract and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded by the Company to the fullest extent permitted by law.
11.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
11.8 No variation of this Contract shall be effective unless it is in writing.
12.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or by email to the relevant addresses, fax numbers and email addresses as set out in the Proposal.
12.2 Communications shall be deemed to have been received:
12.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
12.2.2 if delivered by hand, on the day of delivery; or
12.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or
12.2.4 if sent by electronic mail, when receipt of the notice is acknowledged by the recipient.
A2 Sale Terms
The following terms and conditions (the “Sale Terms”) shall apply to each and every Contract for the sale of Equipment and any associated Implementation Services by the Company to any of its Customers. The Company’s business terms and conditions (the “Business Terms”) shall be incorporated into these Sale Terms, provided always that in the event of any conflict between the Sale Terms and the Business Terms then the provisions of these Sale Terms shall prevail. These Sale Terms shall apply if they are referred to in the relevant Proposal. In the event of any conflict between the terms of any Proposal and the provisions of these Sale Terms the terms of the Proposal shall prevail.
In these Sale Terms the terms used shall have the meaning ascribed to them in the Business Terms.
2.1 Delivery shall take place in accordance with the Proposal.
2.2 Any dates specified by the Company for Delivery are intended to be estimates only and although the Company will endeavour to meet such dates, time for Delivery shall not be made of the essence by notice. If no dates are specified, Delivery shall be within a reasonable time.
2.3 The Company may deliver the Equipment by installments, which may be invoiced and paid for separately. References in these Sale Terms to Delivery of Equipment shall, where applicable, be read as a reference to Delivery of installments.
2.4 In no event shall the Company be liable for any delay in Delivery or assume any liability in connection with Delivery.
2.5 If for any reason the Customer fails to accept Delivery of any of the Equipment when it is ready for Delivery, or the Company is unable to deliver the Equipment on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: 2.5.1 risk in the Equipment shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
2.5.2 Delivery shall be deemed to have taken place; and
2.5.3 the Company may store the Equipment until Delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
2.6 The Customer shall provide at the Delivery Location and at its expense adequate and appropriate equipment and manual labour for loading the Equipment.
3.1 The quantity of any consignment of Equipment as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on Delivery unless the Customer can provide conclusive evidence proving the contrary.
3.2 The Company shall not be liable for any non-delivery of Equipment (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within three (3) days of the date when the Equipment would in the ordinary course of events have been received.
3.3 Any liability of the Company for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
4.1 In the event that the Equipment incorporates any Licensed Software, as specified in the Proposal, then the Company shall procure that the manufacturer of the Licensed Software shall grant to or procure for the Customer a non-transferable and non-exclusive license to use such Licensed Software solely for its own internal purposes or as otherwise described in the Proposal.
4.2 The terms of such licence shall be set out in a separate licence agreement or licence conditions and shall be delivered to the Customer either by the Company or by the relevant third party licensor. In the event that the Customer fails to enter into such licence the Company shall be entitled to terminate the Contract forthwith.
5.1 The Equipment is at the risk of the Customer from Delivery.
5.2 Ownership of the Equipment shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
5.2.1 the Equipment; and
5.2.2 all other sums which are or which become due to the Company from the Customer on any account.
5.3 Until ownership of the Equipment has passed to the Customer, the Customer shall:
5.3.1 hold the Equipment on a fiduciary basis as the Company’s bailee;
5.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
5.3.3 maintain the Equipment in satisfactory condition and keep it insured on the Company’s behalf for its full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
5.4 The Company shall be entitled to recover payment for the Equipment notwithstanding that ownership of any of the Equipment has not passed from the Company.
5.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
6.1 The Company shall submit an invoice to the Customer and the Customer shall pay the invoice within thirty (30) days of the date of such invoice.
6.2 In respect of any Equipment supplied by the Company to the Customer, invoices shall be dated:
6.2.1 the date of Delivery; or
6.2.2 the date of acceptance of the Equipment by the Company on behalf of the Customer (where relevant).
6.3 In respect of any Implementation Services supplied by the Company to the Customer (unless the Proposal otherwise provides) payment shall be due in installments as follows:
6.3.1 50% shall be invoiced by the Company prior to the commencement date of the Implementation Services in accordance with the Proposal; and
6.3.2 50% shall be invoiced by the Company on completion of the Implementation Services as notified to the Customer by the Company.
7.1 The Company’s warranty in respect of the Equipment shall be limited to such warranty or guarantee as is given by the manufacturer of the Equipment to the Company.
7.2 The Company shall incur no liability whatsoever in respect of any defect in the Equipment or its performance arising from:
7.2.1 any drawings, design or specification supplied by the Customer; or
7.2.2 fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, improper installation or alteration or repair of Equipment by or on behalf of the Customer other than by the Company or without the Company’s written approval, which for this purpose includes by fax or e-mail; or
7.2.3 any improper use of the Equipment or its use in connection with equipment, accessories or peripherals not supplied by the Company.
7.3 The Company shall incur no liability whatsoever in respect of any defect in the Equipment or its performance in the event that:
7.3.1 the Customer has unreasonably refused or failed to accept Delivery of the Equipment; or 7.3.2 the Equipment has been relocated, re-configured, repaired or upgraded by or on behalf of the Customer other than by the Company; or
7.3.3 the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or
7.3.4 the Customer has not paid the Company for the Equipment in accordance with this Contract.
8.1 In the event that either the Customer cancels, or the Company is entitled to treat as canceled, these Sales Terms then the Company shall be entitled to charge the Customer the full amount of any and all costs it incurs as a consequence of such cancellation including, but not limited to any amounts charged to it by any of its suppliers.
8.2 In addition to any sums charged to the Customer pursuant to clause 8.1 above, the Company shall be entitled to charge an administration fee equal to five per cent (5%) of the value of the Equipment that is canceled.
8.3 The Customer shall pay any and all cancellation charges pursuant to clauses 8.1 and 8.2 above immediately on demand.
A3 Services Terms
The following terms and conditions (the “Services Terms”) shall be incorporated in and apply to each and every Contract between the Company and any of its Customers. The Company’s business terms and conditions (the “Business Terms”) shall be incorporated into these Services Terms, provided always that in the event of any conflict between these Services Terms and the Business Terms then the provisions of these Services Terms shall prevail.
These Services Terms shall apply to the Customer if they are referred to in the relevant Proposal. In the event of any conflict between the terms of any Proposal and the provisions of these Services Terms the terms of the Proposal shall prevail.
Any terms defined in the Business Terms and used in these Services Terms shall have the meanings ascribed to them in the Business Terms.
COMMENCEMENT AND DURATION
The Services supplied under these Services Terms shall be provided by the Company to the Customer from the date specified in the Proposal and shall continue until terminated in accordance with these Services Terms, unless an earlier date for termination is set out in the Proposal.
The Company shall provide the Services to the Customer as set out in the Proposal.
4.1 The Services Fee shall be the amount set out in the Proposal and shall be paid by the Customer in accordance with the payment terms set out in the Proposal.
4.2 If prepaid Services are canceled by the Customer, the Company shall be under no obligation to offer a refund for the remaining period.
4.3 Notwithstanding the foregoing, the Company may adjust the Services Fee in the event that:
4.3.1 the level of the Services required by the Customer is changed, and/or
4.3.2 changes are made to the Services Equipment which affect the Services provided, and/or 4.3.3 the location of the Services Equipment is altered; and/or
4.3.4 revised software is installed in the Services Equipment for any reason; and/or
4.3.5 the software installed in the Services Equipment is no longer in accordance with the manufacturer’s guidelines; and/or
4.3.6 the Services Equipment is extended by the addition of further hardware.
4.4 The Company shall be under no obligation to provide the Services in the event that any Services Fee has not been paid by its due date and may suspend Services in the event that any other amount due to the Company under the Contract remains unpaid after its due date.
LIMITATIONS OF THE SERVICES
5.1 The Services do not include the diagnosis and/or rectification of any Fault that in the Company’s sole opinion is caused other than by fair wear and tear including, but not limited to, by any:
5.1.1 cause external to the Services Equipment including, but not limited to electrical or other works, failure or fluctuation of electrical power or air-conditioning or fire control systems;
5.1.2 installation, alteration, adjustment, repair, relocation, re-installation, modification or re-configuration of or other interference with the Services Equipment, including but not limited to the attachment to the Services Equipment of other equipment or software, whether or not provided by or purchased from the Company, other than by the Company or without the Company’s consent in writing; or any
5.1.3 accidental or wilful damage, negligence, misuse, abnormal working conditions, or failure to observe the Company’s and/or the Services Equipment manufacturer’s guidelines and recommendations.
6.1 The Customer shall:
6.1.1 co- operate with the Company in all matters relating to the Services and appoint a Customer representative, who shall have the authority to contractually bind the Customer on matters relating to the Services;
6.1.2 provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is reasonably requested by the Company;
6.1.3 provide in a timely manner such information as the Company may request, and ensure that such information is accurate in all material respects; and
6.1.4 be responsible (at its own cost) for preparing the relevant premises for the supply of the Services as set out in the Proposal.
6.2 If the Company’s performance of its obligations under these Services Terms is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, the Customer shall be liable to pay to the Company on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Company confirming such costs, charges and losses to the Customer in writing.
6.3 The Customer shall observe all common law and/or statutory requirements relating to health and safety.
THE COMPANY’S RESPONSIBILITIES
7.1 The Company shall use reasonable endeavours to manage the Services in accordance with all material respects with the Proposal.
7.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence of the Contract in respect of such dates.
8.1 If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other party in writing.
8.2 If either party requests a change to the scope or execution of the Services, the Company shall, within a reasonable time, provide a written estimate to the Customer of:
8.2.1 the likely time required to implement the change;
8.2.2 any variations to the Services Fee arising from the change;
8.2.3 the likely effect of the change on the Proposal; and 8.2.4 any other impact of the change on the terms of the Contract.
8.3 If the Company requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
8.4 If the Customer wishes the Company to proceed with the change, the Company has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the Services Fee, the Proposal and any other relevant terms of the Contract to take account of the change.
8.5 Once a change has been agreed it shall not be valid unless and until it has been agreed in writing by both parties, whereby it shall be incorporated into this Contract.
LIABILITY AND EXCLUSIONS
9.1 The Company shall incur no liability whatsoever in the event that the Services are defective and such defect is caused or contributed to by the Customer.
9.2 The Company shall be under no obligation to provide the Services in the event that the Customer is in breach of any of its obligations under these Services Terms including but not limited to its payment obligations.
9.3 The Company shall incur no liability whatsoever in respect of additional damage, loss, liability, claims, costs or expenses caused or contributed to by continued use of the Equipment by the Customer, or by its agents, sub-contractors or employees after a Fault has become apparent or is suspected or should reasonably have been suspected.