Terms and conditions
These terms and conditions shall apply to the supply of services (“Services”) detailed in the order overleaf (“Order”), together with any other terms and conditions and policies that may appear on the website at www.thedbg.co.uk from time to time (“Updates”) and forms the basis of the contract between us (“Contract”). In the event of any conflict between these terms and conditions and the Updates, the Updates shall prevail. No other terms and conditions shall apply to the Order unless expressly agreed upon in writing between us and you (defined below).
2. Definitions & Interpretation
2.1 In these terms and conditions, the definitions above and the definitions below, shall apply:
“Affiliate” in relation to either party, that company, its subsidiaries, any company of which it is a direct or indirect subsidiary (its holding company) and any other subsidiaries of any such holding company of any such parent undertaking.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England.
“Price” the price for the Services as set out in the Order.
“Specification” the technical requirements to which the Services supplied by us shall conform as set out in the Order.
“Third Party Suppliers” means those preferred third party suppliers listed in schedule 4, as amended by time to time.
“We, us, our” means DBG (UK) Limited, a company incorporated in England and Wales with registration number 7165429 and with its registered office at Europa House, Europa Trading Estate, Stoneclough Road, Kearsley, Manchester M26 1GG and any of its Affiliates.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3. Our Services
3.1 With effect from the date stated in the Order and in consideration of the Price being paid in accordance with these terms and conditions, we shall supply the Services to you set out in the Order.
3.2 Subject to our right to amend the Specification (see clause 3.3) we will supply the Services to you in accordance with the Specification for the Services in all material respects and We warrant to you that the Services will be provided using reasonable care and skill.
3.3 We reserve the right to amend the Specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services and we will notify you in advance of any such event.
3.4 We will use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
4. Your obligations
4.1 It is your responsibility to ensure that: (a) the terms of your order are complete and accurate; (b) you co-operate with us in all matters relating to the Services; (c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require; (d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) you prepare your premises for the supply of the Services; (f) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) you comply with all applicable laws, including health and safety laws; (h) you keep all of our materials, equipment, documents and other property (“Our Materials”) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.10 (“Your Default”): (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 6 (Termination); (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
4. Price and payment
4.1 In consideration of us providing the Services you must pay the Price in accordance with this clause 4 and the Specification set out in the Order.
4.2 If you fail to make a payment under the Contract by the due date then, without limiting our remedies under clause 6 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.2 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.3 You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. Limitation of liability
5.1 Nothing in the Contract limits or excludes our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
5.2 Subject to clause 5.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
5.3 Subject to clause 5.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £10,000.
5.4 Except as expressly stated in these terms and conditions, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
5.5 This clause 5 will survive termination of the Contract.
6.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if: (a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; (b) you fail to pay any amount due under the Contract on the due date for payment; (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
6.2 On termination of the Contract you must return all of Our Materials and any deliverables specified in the Order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
6.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
6.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
7. Events outside of our control
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
7.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
7.3 You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the Price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
8. Intellectual Property
All intellectual property rights in or arising out of or in connection with the Services [(other than intellectual property rights in any materials provided by you)] will be owned by us.
9.1 Assignment and transfer. (a) We may assign or transfer our rights and obligations under the Contract to another entity. (b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
9.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
9.3 No partnership. Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
9.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
9.5 Severance. Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
9.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
9.7 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.