By and between Global Communications (t/a Virtual Global), based in Edinburgh, Scotland and the Customer.
Reference herein to Customer shall be to a company, a business partnership, individual or sole trader to which Global Communications directly provides its services and where it is the recipient of any invoice resulting from services provided by Global Communications.
The parties agree to the following, which shall apply during the full term of this Customer Agreement. This Customer Agreement covers all services Customer has ordered, whether for its own use or for the use of its customers.
Provisions of service
Global Communications retains the right to accept or decline any orders for services. Global Communications may at its discretion refuse to accept any order, or provide that acceptance be subject to such conditions as imposed by Global Communications.
Global Communications shall issue an invoice on completion of a project, unless other arrangements with Customer are made in writing. For high volume work or ongoing monthly assignments an invoice will be issued weekly.
Payments are due within 30 days of the date of invoice.
Overdue accounts will attract interest at 8% above Bank of England base rate in accordance with Late Payment of Commercial Debts (Interest) Act 1998, and charge £15.00 for each reminder that is sent after the due date. In the event of any cheque from Customer being refused by the bank, Customer will be responsible for all bank charges resulting from the returned cheque. Payments made via PayPal from foreign clients will be charged an additional 4% and credit/debit card payments will also incur an additional 4%.
If the Customer fails to make any payment in full when it becomes due then, without prejudice to any other right or remedy available to Global Communications, Global Communications shall be entitled to cancel any services and/or suspend any further services arranged for the Customer and terminate the Agreement between Global Communications and Customer.
Should work be suspended at the request of the Customer, Global Communications shall then be entitled to payment at the rate agreed in the quotation pro rata for work already carried out and materials specially ordered.
Only Customer is able to assess the value of the materials provided for and potential damage caused by errors in goods and services provided. Since Global Communications is not in a position to make such an assessment of value or potential damage, Global Communications liability to the Customer for any default or breach shall in no case exceed the invoice value of the goods and services provided. The Customer agrees that it is the Customer's responsibility to check work carefully and ensure that no such errors exist.
Customer agrees to indemnify Global Communications and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against Global Communications by parties alleging any misuse by Customer and/or its customers of Global Communications services and for any infringement of intellectual property rights or other applicable legislation (including, but without limitation, legislation governing the provision of goods or financial (or other services).
The Customer shall be responsible for obtaining all necessary authority to reproduce text and any other material. A copy of such authorisation shall be provided by the Customer to Global Communications on its request.
Global Communications shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material transcribed for the Customer.
Supply of service
Global Communications will always endeavour to supply full service but does not accept liability for Global Communications's failure to supply services caused by any external influences including acts of God, fire, governmental acts, breaks in continuity of electricity supply or telecom link, accident or any other cause beyond Global Communications's control. Global Communications does not accept liability to Customer for direct or consequential economic loss (including loss of profit or business).
Global Communications reserve the right to change prices quoted as deemed necessary due to changes in the specifications, quantities, and/or quality of original source material, transfers, unforeseen problems or other circumstances, including, but not limited to, illness, terms, conditions or circumstances that were not part of the original verbal or written quotation.
Changes to prices will only be levied where prior notification has been given by Global Communications via electronic mail (email) and acceptance has been given by the Customer by return electronic mail (email).
Global Communications understands to keep the Customers confidential information strictly confidential and not use, reproduce or record in any medium or form any of the Customers confidential information except to the extent that it is strictly necessary for the proper purposes of this Agreement. Global Communications will not disclose the Customers confidential information to any Third Party.
If required, a Confidentiality Agreement will be forwarded on request, either provided by Global Communications or supplied by the Customer and signed by Global Communications.
All disputes arising out of or in connection with this Agreement shall be referred in the first instance to nominated executives from each of the parties who have authority to conclude a settlement and where possible those executives should be at a higher level of management than the individuals with day-to-day responsibility for this Agreement.
This Agreement shall be subject to and construed and interpreted in accordance with Scottish law and shall be subject to the exclusive jurisdiction of the courts of Scotland.
Entire agreement and understanding
This Agreement constitutes the entire agreement and understanding of the parties, and any and all other previous agreements, arrangements and understandings (whether written or oral) between the parties with regard to the specific subject matter of this Agreement are hereby excluded. No amendment or modification of any provision of this Agreement will be binding unless it is in writing and signed by authorised representatives of each of the parties. Global Communications may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of Global Communicationss by Customer following the effective date of such change will be deemed as acceptance by the Customer and/or its customers of such change(s).
All notices served under this Agreement must be in writing.
Notices must be delivered personally or sent by prepaid recorded post, fax or by email to the address, fax number or email address most recently provided by Global Communications for that purpose.
Any notice that is served under this clause is deemed to be received: (a) upon receipt, in the case of deliveries by hand during business hours or by prepaid recorded post; (b) upon receipt of a fax confirmation slip, when sent by fax; and (c) upon receipt of an email confirmation notification.
No waiver by either party of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement. If either party fails to exercise, or delays in exercising, or partially exercises a right or remedy under this Agreement, this shall not constitute a waiver by that party of the whole or part of that right or remedy or any other right or remedy provided by this agreement or by law.