The Service Provider provides the Services referred to herein subject to the following Terms and Conditions and by subscribing to the Services you hereby agree to be bound by the terms hereinafter referred to.
1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.
2. Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
"Agreement" means the agreement between the Service Provider and the Client entered into by the same upon subscription which shall incorporate, and be subject to, these Terms and Conditions and is referred to in the Schedule hereto
means any individual over the age of eighteen, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Service Provider;
means the commencement date for the Agreement as set out in the same;
means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment;
means the services to be provided by the Service Provider to the Client as set out in the Agreement;
means PA Management Services LLP (‘PAMS') ; and
"Terms of Payment"
means the terms of payment of Fees as set out in clause 5 hereof
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 "these Terms and Conditions" is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 "Party" or the "Parties" refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. The Services
3.1 With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the Services to the Client.
3.2 The Service Provider will use reasonable care and skill to perform the Services.
3.3 The Service Provider shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.
4.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.
4.2 All sums payable by either pursuant to the Agreement are exclusive of any value added or other tax.
5.1 All payments required to be made pursuant to the Agreement by the Client shall be made in accordance with the Payment Terms set forth in the Agreement by Bank Standing Order via Stripe or by such other manner as the Service Provider shall from time to time direct.
5.2 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then the Service Provider shall, without prejudice to any right which the Service Provider may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 8 % and the base rate of Barclays Bank PLC from time to time on any sum due and not paid on the due date until such sum is received in full. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
6. Variation and Amendments
6.1 If the Client wishes to vary any details of the Agreement he must notify the Service Provider in writing as soon as possible. The Service Provider shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
6.2 If, due to circumstances beyond the Service Provider's control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. The Service Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
The Service Provider may sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the Client. Where the Service Provider sub-contracts the performance of any of its obligations under the Agreement the Service Provider shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.
8.1 If the Service Provider fails to perform the Services with reasonable care and skill it will carry out remedial action at no extra cost to the Client.
8.2 The Client shall indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
8.3 The Service Provider shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Service Provider's obligations if the delay or failure was due to any cause beyond the Service Provider's reasonable control.
9. Force Majeure
Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
10.1 No waiver by the Service Provider of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
10.2 No failure or delay on the part of any Party in exercising any right, power or privilege under the Agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
The Service Provider reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities. The Service Provider reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.