Terms & Conditions

1.        Definitions

1.1        In these terms and conditions the following expressions have the following meanings unless the context otherwise requires.

The “Company”  means Push Studios plc and includes its permitted assigns and any sub-contractor.

The “Project” means the Goods, the Services and the Work to be provided by the Company to the client as set out in the Company’s estimate identified in the instruction to proceed attached.

The “Client” means the person, firm or corporation with whom the Contract is made as identified in the instruction to proceed.

The “Contract” means the agreement between the Company and the Client comprising together the estimate identified in the instruction to proceed, the instruction to proceed and these terms and conditions.

 

2.         Basis of Contract

2.1.         These terms and conditions apply to all contracts for the provision and/or hire of goods, and services or works and any project provided by the Company to the exclusion of all other terms and conditions including any which the Client may purport to apply under any purchase order, conformation of order or similar document.

2.2.         All orders for services or goods or hire of goods or work shall be deemed to be an offer by the Client to acquire pursuant to these conditions.

2.3.         Acceptance of the estimate by the Client shall be deemed conclusive evidence of the Client’s acceptance of these conditions unless stated and agreed in writing by the Company.

2.4        The headings are for convenience only and do not affect interpretation of the Contract.

 

3.        Obligations of the Company

3.1.         Any advice or recommendation given by or on behalf of the Company in connection with the Project is only binding upon the Company if confirmed in writing by the Company.

3.2.         The Company reserves the right, in its absolute discretion at any time where necessary in the best interests of the Client, to vary any instruction given by the Client and any expenses incurred shall be paid by the Client. Before exercising this right the Company will use its best endeavours to obtain the Client’s prior approval where time permits.

3.3.         The Company is not bound by any typographical or clerical error or omission made by or on its behalf and is entitled to correct any such error or omission at any time.

3.4.         All specifications, descriptions, drawings, designs, measurements and other information provided by the Company in relation to the Project are approximate and may be modified by the Company at any time.

3.5.         The Company may sub-contract all or any part of its rights or obligations under the Contract without notice to the Client.

 

4.         Client’s obligations

4.1.         The Client must provide the Company with all information necessary to enable the Company to complete the Project. All such information must be supplied within a reasonable period of time, failing which the Company has the right to terminate the Contract or make an additional charge equal to the additional costs incurred by the Company arising from the delay. In addition the Company is entitled to such extensions of time as may be reasonable having regard to the delay.

4.2.         If the Company terminates the Contract the Client shall make good to the Company all loss (including consequential loss) sustained by the Company by reason of such prior termination.

4.3.         It is the Client’s responsibility to provide at its own expense suitable access to and space at the site of the Project. This includes compliance with all legal requirements including (without limitation) environmental requirements and the provisions of the Health and Safety at Work etc Act 1974.

4.4.         Where the Client is to supply any items in connection with the Project, risk in such items will remain with the Client at all times and the Company will have no responsibility in respect of any such items.

4.5.         The Client may not cancel the Contract at any time without the Company’s prior written agreement. Such agreement will only be given if the Client agrees completely to indemnify the Company against all losses (including loss of profit), costs and expenses incurred by the Company as a result of such cancellation.

 

5.         Estimates

5.1.         The estimated costs are based on costs current at the date of the Contract. The Company has the right at any time prior to completion of the Projection to increase the price in the circumstances set out below. The Company will give written notice to the Client of any such increase:

5.1.1.            Where additional work is performed or additional goods or services supplied at the Client’s request.

5.1.2.           To reflect any increase in costs incurred by the Company, which are beyond the reasonable control of the Company including (without limitation) foreign exchange fluctuations, currency regulation, alterations in rates of duties or taxes, alterations in the costs of labour, materials and services or other costs of performance.

5.1.3.           Failure of the Client to give the Company adequate information or instruction.

5.2.         Unless otherwise specifically stated in the estimate, all figures given in the quotation are on the basis the Client will meet all costs in respect of carriage, insurance and packing.

5.3.     All prices are exclusive of VAT or TVA and, where applicable, any additional or substitute form of tax, levy or duty which will be added to the price whether or not specifically mentioned in the estimate, and any increasing VAT or TVA in accordance with the laws pertaining in the country of delivery.

 

6.        Terms of payment

6.1.         A deposit payment (as detailed in the Project Acceptance form) is required to be received by the Company prior to the delivery of the project. Payment of this progress payment invoice is due within 7 (seven) days of the invoice date, unless otherwise stated.

6.2.         The balance of payment due is required to be received within 30 (thirty) days of the final invoice unless otherwise stated in the Project Acceptance Form.

6.3.         If the Client fails to make any payment on the due date the Company is entitled (but not obliged) to treat the Contract as at an end and to:

6.3.1.           suspend performance of work.

6.3.2.           require immediate return of goods hired or to be sold to the Client and

6.3.3.      require payment immediately of all sums due to the Company together with  interest thereon at the rate of 4% above the base rate of Natwest Bank PLC from time to time running from the date when payment should have been made until payment is made in full.

6.4.     All payments will be made by direct transfer to the appropriate currency account “Push Studios PLC” at Natwest Bank PLC, Piccadilly and New Bond Street Branch, 63-65 Piccadilly, London, W1J 0AJ, UK:

6.4.1       UK pounds Sterling
Account number: 45146535
Sort code: 50 41 01

IBAN GB28NWBK50410145146535
BIC NWBKGB2L

 

 

 

 

 

7.         Hired goods

7.1.         The Client shall keep the Company indemnified against any and every claim against loss of or damage to goods howsoever caused.

7.2.         The Client must keep the goods in its possession or under its control at all times and not remove goods from the place they are installed or sited by the Company without the Company’s prior written consent.

7.3.         The Client must, at its own expense, return the goods to the Company forthwith upon termination of the hire period.

7.4.         The Client authorizes the Company to enter on to any premises where the goods are located for all purposes connected with the Project and performance of the Contract including (without limitation) repossession of the goods.

 

8.         Title

8.1.         In the case of goods sold under the terms of the Contract property in such goods does not pass to the Client until payment of all sums due to the Company under the Contract. Until the property passes the Client:

8.1.1.           holds the goods on a fiduciary basis as bailee of the Company and

8.1.2.           shall store the goods separately from all other property of the Client or any other party and

8.1.3.           shall mark the goods so as to be clearly identifiable as belonging to the Company and

8.1.4.           shall keep the goods fully insured against such risks as are required by the Company and

8.1.5.           shall permit the Company to enter on any premises where the goods are located for the purpose of removing them.

 

9.        Liability

9.1.         The provisions of this clause are in lieu of all conditions, warranties, representations and other liability of the Company whether express or implied by statute, custom or otherwise all of which are hereby excluded.

9.2.         The Company has no liability for any claim (other than in respect of death or personal injury) unless the Company receives notification of such claim within 7 (seven) days of the event giving rise to such claim together with adequate particulars of the circumstances and amount claimed.

9.3.         The Company has no liability for any claims (other than in respect of death or personal injury) after 6 (six) months from the date of completion of the Project.

9.4.         The Company is not liable for any defect in the Project or any aspect of it arising directly or indirectly from compliance with any drawing, design or specification supplied by the Client.

9.5.         The Company has no liability for any loss or damage to any items, which may occur in the course of transportation unless in particular case the Company has accepted such liability in writing.

9.6.         The Company has no liability for any indirect or consequential loss.

9.7.         The maximum liability of the Company is limited to the invoice value of the contract.

9.8.         The Client must keep the Client fully and effectively indemnified against all losses, claims and liability in respect of:

9.8.1.           liability arising under the Consumer Protection Act 1987.

9.8.2.           any claim in respect of intellectual property rights

9.8.3.           any claim in respect of any negligent act or omission of the Client

 

10.        Force Majeure

10.1    Any dates or time periods specified in the estimate are approximate and the Company is entitled to delay or cancel the Contract if it is prevented from or hindered in or delayed in the provision of the Project or any part of it by any Force Majeure event.

10.2    A “Force Majeure event” includes, but is not limited to, any act of God, any restriction, prohibition, intervention or other act of any government or any law, regulation or order of a competent authority or any strike, lock-out or other industrial dispute or any shortage of or inability to obtain fuel, power or transportation or any riot commotion, war or civil or military unrest or terrorist act or any fire, explosion, storm, flood, or weather condition, for so long only as such cause as aforesaid shall continue to subsist.

10.3    By express agreement, for the purposes of this Contract, any extraordinary external event over which the Company has no control and which prevents the Company’s substantial performance of its material undertakings will also constitute a Force Majeure event.

10.4    In the case of any Force Majeure event the Company will have the right to suspend the performance of its obligations under this Contract until the Force Majeure event is terminated, provided that if such Force Majeure event lasts for more than 30 (thirty) days this Contract may be immediately terminated upon written notice given by the Company to the Client, in which case the provisions of Clause 4.5.

 

11.         Default or Insolvency

11.1        If the Client shall be in breach of any of its obligations under the Contract (and fails to rectify such breach within 14 days) or if any distress or execution shall be levied on the Client’s property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or if any resolution or petition to wind up the Client shall be passed or presented or if a receiver or administrative receiver or administrator is appointed over the whole or any part of the Client’s property or assets the Company may at its sole discretion and without prejudice to any other right or claim by notice in writing determine the Contract.

 

12.         Intellectual Property

12.1        All drawings, designs, fixtures and patterns and all copyrights and other intellectual property rights (unless otherwise stated) shall belong and remain the property of the Company for the purpose of the Contract.

 

13.         Non-solicitation

13.1        The Client shall not either directly or indirectly employ solicit or seek to employ or solicit any member of the Company’s staff who shall be engaged in the Project for 6 months from completion of the Project.

 

14.         General

14.1.         No waiver by the Company of any breach of Contract by the Client shall be construed as a waiver of any subsequent or other breach of the same by the Client or by any other party.

14.2.         If any provision in the Contract is held by any competent authority to be void in whole or in part it shall be severed and the remaining conditions remain unaffected.

14.3.         Any dispute arising under or in connection with the Project or the Contract shall be referred to arbitration by a single arbitrator appointed (in default of agreement between the parties) by the President for the time being (or his deputy) of the Law Society of England and Wales.

14.4.         The Contract contains the whole agreement between the parties relating to the Project. Each of the parties acknowledges that in entering into the Contract, it has not relied on any representation, warranty or other assurance other than as set out in the Contract.

14.5.         Any amendment, waiver or variation of the Contract shall not be binding on the Company unless set out in writing and expressed to be an amendment of the Contract and signed by an authorized signatory of the Company.

14.6        The Contract is governed by and shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.