Terms & Conditions of Supply
Strong & Herd LLP, Import and Export Services
Registered Office: Manchester International Office Centre (MIOC) Suite 5b, Styal Road, Manchester M22 5WB.
Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.
These Terms and Conditions may only be varied with the written agreement of Strong & Herd LLP. These Terms and Conditions shall apply to all contracts for the supply of goods and services by Strong & Herd LLP to the customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order confirmation or similar document.
1. Definition and Interpretation
1.1.In these Terms and Conditions the following words shall have the following meanings:
“Agreement” means the agreement between Strong & Herd LLP and the Customer incorporating either:
1. The agreement for the supply of Goods and/or Services and these Terms and Conditions (including any relevant Purchase Order); or
2. The Framework Agreement for the Supply of Goods and/or Services, these Terms and Conditions (including any relevant Purchase Order), and the order acknowledgement form; or
3. These Terms and Conditions (including any relevant Purchase Order) and a Material Transfer Agreement.
“Associates” shall hereinafter refer to specialists utilised by Strong & Herd LLP in the provision of services whether for training, consultancy or auditing.
“The Partnership” shall hereinafter refer to Strong & Herd LLP, Import and Export services.
“In-House training” refers to services provided by ‘The Partnership’ conducted within, coming from, or being within an organisation or group in order to educate, develop or improve employees’ skills.
“Forwarder” means any person or business that secures the business of various exporters and importers and has the ability/facility to
a) Store cargo belonging to the clients at their warehouse.
b) Arrange the ‘forwarding’ of the cargo upon instructions of their clients.
c) Negotiate freight rates etc.
“Clearing Agent” means any person or business handling the customs clearance aspect of the business, arranging to pass relevant documents at customs, check and process Duty and VAT payments as applicable etc.
“Confidential Information” means any information given to or obtained by ‘The Partnership’ from the customer, or by the Customer from ‘The Partnership’, under the agreement, the disclosure of which would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought reasonably to have been considered as confidential [however conveyed or on whatever media stored] including:
a) Commercially sensitive information
b) Information which relates to the business, affairs, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property Rights, Know-how, Personnel, customers and suppliers of either party and all personal data and sensitive data within the meaning of the Data Protection Act 1998.
“Customer” means the person or persons to whom the Agreement is issued. Where the Customer consists of more than one person, the obligations of those persons in respect of the Agreement shall be joint and several.
“Foreground IPR” means rights in any Intellectual Property obtained, found, produced, devised, developed, or made during or generated in the course of the carrying out of the Services and/or providing Goods.
“Goods” means the goods to be supplied by Strong & Herd LLP as explained in the Purchase order or by ‘The Partnership’ in any other form, including but not limited to email, telephone, letter and fax.
“Information” has the meaning given under s.84 Freedom of Information Act 2000.
“Intellectual Property” means any copyright, design right, trademark, trade name, know-how, patentable invention for the purposes of the Patents Act 1977, database right for the purposes of the Copyright and Rights in Databases Regulations 1997, and all intellectual property, including technical information, the rights to which are protectable by law; and “Intellectual Property Rights.”
“Price” means the charges, taxes and disbursements specified by Strong & Herd LLP in the Agreement for the Supply of Goods and/or Services.
“Rolled Over” means taking the ‘Top-Up’ money over to the next contract for the ‘OneCall’ service.
“Services” means the services to be supplied by Strong & Herd LLP and associates to the Customer as specified in the Agreement.
“Technical Information” means and includes inventions, discoveries (and applications thereof) designs, techniques, drawings, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.
“Terms and Conditions” means the Strong & Herd LLP Terms and Conditions for the Supply of goods and Services.
‘Top-Up’ means adding additional credit to the package purchased under the service arrangement for ‘OneCall’.
“VAT” means UK Value Added Tax.
“Writing” is held to include any communications effected by letter, telex, facsimile transmission, electronic mail, or any comparable means.
1.2.Clause headings shall not affect the interpretation of these Terms and Conditions.
1.3.References to any statute, enactment, order, regulation, code, official guidance, or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation, code, official guidance, or instrument as amended or re-enacted from time to time, whether before or after the date of this Framework.
1.4.No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of Strong & Herd LLP.
1. Goods and Services
1.1.The main business of ‘The Partnership’ is in the provision of Shipping Office Services, Import Export Training, Consultancy, Business Support and public seminars in Import and Export techniques and activities.
1.2.Strong & Herd LLP agrees to provide the Goods and/or Services to the customer in accordance with the Agreement.
1.3.Shipping Office Services and In-House training or consultancy will be subject to an official purchase order indicating, the nature of the supply, the cost and payment terms and the duration of each supply.
1.4.Any written communication in any form ‘reasonably’ inferred to constitute a confirmation of goods or services, shall hereby be deemed to have been concluded between ‘The Partnership’ and customer, in any so medium whether it be by email, post or verbal agreement between yourselves and a representative of Strong & Herd LLP.
1.5.The Partnership will perform the services within a reasonable time and with that standard of care skill and diligence normally provided and ‘reasonably expected’ by a professional person in the performance of such services.
1.6.The Partnership will act for its principles as governed by official order and will instruct forwarders, clearing agents, carriers and sub-contractors under the terms of separate purchase orders but will not be party to those contracts and will not be held responsible for their discharge.
1.7.No Order for the Supply of Goods and/or Services is binding on The Partnership unless and until it has been accepted by The Partnership in writing.
2. Liability and Insurance
2.1. Neither the Partnership not the individual Partners, staff or associates will accept liability or personal responsibility for loss, consequential loss or damage resulting from, or allegedly resulting from their provision of services.
2.2. If the Services involve the Customer’s employees attending The Partnerships premises, the Customer will procure that such employees comply with all security, health and safety, and other relevant procedures whilst on Strong & Herd LLP premises.
2.3. Liability for the Safety of Strong & Herd LLP Partners, Employees or Training Associates whilst visiting a customers’ site will be the responsibility of that client/site management.
2.4. Attendees at Strong & Herd LLP Public Training Events will have liability for their safety as above vested in the ownership and management of the venue at which they shall attend.
2.5. In respect of any breach or breaches of the agreement by Strong & Herd LLP, The Partnership shall not be liable to the customer in respect of any resulting:
2.5.1. loss of profit, business, revenue, goodwill or anticipated savings; or
2.5.2.Any indirect or consequential loss or damage.
2.6. The Customer shall be liable to Strong & Herd for any claim made against Strong & Herd LLP as a result of any tort committed by the Customer’s employees or agents whilst on Strong & Herd LLP’s premises.
2.7. If The Partnerships performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, Strong & Herd LLP shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such a prevention or delay.
3. Warranties and Indemnities
3.1. The Customer shall provide The Partnership, in a timely manner all information and materials that are deemed necessary for the Partnership to carry out the Services in accordance with the Agreement.
3.2. The Customer warrants that it will provide Strong & Herd LLP written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information.
3.3. The Customer warrants that it has the necessary rights and is entitled to use or disclose for the purposes of the services all intellectual property licensed by it to Strong & Herd LLP for the purposes of carrying out services.
4. Invoicing and Payment Terms
4.1. All in-house work invoices are to become payable within 30 days of the invoice date. The Partnership reserves the right to add interest to any invoice unpaid after this time at 3% over base rate per month or part thereof.
4.2. Payment of Public Training invoices is due immediately.
4.3. Failure to pay in advance may lead to exclusion from attendance with payment still being paid in full.
4.4. Any debt recovery costs incurred may be invoiced in addition to prices agreed.
4.5. All prices agreed are excluding VAT, which will be charged at appropriate rates applicable at the time of the service provision.
4.6. Any invoices for public courses, not paid immediately may be subjected to extra charges of 3% over base rate per month or part thereof. An additional Admin fee for chasing of £50.00 may also be added at the discretion of the partnership.
5. Termination, Confirmation, Cancellation
5.1. The Agreement may be terminated by Strong & Herd LLP in light of ‘special circumstances’ at the discretion of Strong and Herd LLP and associated members.
5.2. Strong and Herd LLP may terminate the Agreement immediately by written notice to the Customer if:
5.2.1.the Customer is a Company, and the Company passes a resolution or the Court makes an order that it should be wound up or that an administrator be appointed, or if the Customer makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the Court or a Creditor to appoint a receiver, manager or administrator or which entitle the court to made a winding up order; or
5.2.2.the Customer being an individual at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so; or
5.2.3.The Customer is a partnership and any Partner thereof at any time becomes bankrupt, or has a receiving order made against him or her, or any partner or the Partnership makes any composition or arrangement with or for the benefit of their creditors, or purports to do so.
5.3. Cancellation of In-House training courses notified to Strong & Herd LLP by the client will be subject to a 100% cancellation charge, unless notified in writing at least 60 days prior to the course date or unless transferred by mutual agreement to another date.
5.4. Cancellation of Public Training Courses will be subject to a 100% cancellation charge unless notified in writing at least 60 days prior to the course date or unless transferred by mutual agreement to another course.
5.5. Cancellation rights are subject to payment in full for services provided to date.
5.6. Transfer of course or persons attending the course are at the complete discretion of The Partnership and may be subject to administration charges.
5.7. Cancellation of any other Strong and Herd LLP services, including but not limited to Helpline, Business Support, Shipping Office Services, Audits etc, will be subject to complete payment to the end of the contract by the client if terminated early, unless otherwise agreed in writing by the partnership.
5.8. Cancellation of any internet based purchase is subject to the Consumer Contracts Regulations, first issued in June 2014. Purchase of items visible on-line are not considered refundable, whereas items not visible are subject to standard conditions of sale.
5.9. Any concerns, problems or service issues must be declared by the client to Strong & Herd LLP in writing within 3 days of completion of the event. Anything declared after that may be ignored completely. Strong & Herd will try to action in a responsible manner, however refunds are only permitted at the discretion of Strong & Herd LLP partners. Normally alternative supply will be offered as replacement or discount for future services
6. Assignment and Sub-Contracting
6.1. The Customer shall not assign nor sub-contract the Agreement or any part of it without the written consent of Strong & Herd LLP, such consent not to be unreasonably withheld.
6.2. The Partnership shall utilise the expertise and knowledge of outside ‘Associates’ in the provision of services to their customers. Any provision of these services, and subsequent contracts for services, shall not be deemed to be sub-contracted in relation to our and the customers provisions.
7. Confidentiality, Freedom of Information and Data Protection
7.1. The Partnership undertake to keep confidential any information obtained in pursuance of its services and to protect it from disclosure with the same degree of care as it applies to confidential information of its own of a similar nature.
7.2. All records, data, documents and other property in the possession of The Partnership as a result of, or for the purposes of, supplying the services identified in the Purchase Order, will be regarded as the property of Strong & Herd LLP. This information shall be kept for the use by Strong & Herd LLP only and not shared unless the written permission of the customer has been obtained.
7.3. For security and training rights telephone calls may be recorded.
7.4. The Customer shall not without Strong & Herd LLP’s written consent disclose to any person other than Strong & Herd LLP any secret or confidential information before or after the date of the Agreement providing that the information:
7.4.1.has not been developed or generated independently by the Customer; or
7.4.2.has not been in the Customer’s possession prior to acquisition; or
7.4.3.is not in the public domain at the time of disclosure through no breach of the Agreement by the Customer; or
7.4.4.is not required to be disclosed pursuant to any court order or statutory or other legal requirement.
7.5. The Customer shall keep confidential and not disclose to any other person either during or after termination of the contract any information whatsoever relating to The Partnership’s business, any proposals, methodologies and documentation or other information supplied by Strong & Herd LLP during or before the project, or make use of the same in any manner which might be prejudicial to The Partnership’s interests.
7.6. In relation to the above point, Strong & Herd LLP shall not disseminate any such information unless demanded under the current law of England or Wales or any subsequent authority.
7.7. The Partnership complies fully with the terms of the UK Bribery Act 2010 and expects full compliance from any and all associate clients and customers.
7.7.1.Further Information on the UK Bribery Act 2010 can be obtained on our website or by asking for our full Bribery & Corruption Policy Documentation.
8.1. The client shall not, and shall procure that the staff do not, unlawfully discriminate either directly or indirectly when performing their obligations under their contract within the meaning of the Equality Act 2010 and any subsequent law relating to discrimination on grounds of any of the following protected characteristics; age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief (including a lack of belief), sex and sexual orientation, and any subsequent Law relating to them.
9. Intellectual Property Rights
9.1. Training Course materials provided by Strong and Herd LLP for delivery by another party whether on disc, memory stick, paper version or made accessible on-line will remain the intellectual property of Strong & Herd LLP.
9.2. Delivery to third parties will only be as agreed in terms of the number of delegates and the time scales involved.
9.3. The copyright and all other intellectual property rights whatsoever in any work produced for you including our proposal, debriefing and any other materials whether (excluding limitation) vested, contingent or future shall belong to us absolutely at all times.
9.4. You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify Strong & Herd LLP against any loss, damage, costs, expenses or other claims arising from any such infringement.
9.5. Information services provided by Strong & Herd will remain their Copyright unless the information provided to their client is in the public domain in the same form as transmitted.
9.6. Copyright and Intellectual Property rights are protected by Law and International Treaty, unauthorised reproduction or distribution of Strong & Herd LLP training materials may result in severe civil and criminal penalties and will be prosecuted to their fullest extent possible under current law.
10. Force Majeure
10.1. Strong & Herd shall be under no liability for any failure to perform any of its obligations under the Agreement if and to the extent that the failure is caused by an act of God, War, riots, civil commotions, strikes, Lock-Outs, Trade Disputes, fires, breakdowns, interruptions of transport, governmental action or restriction, shortages of labour or materials, delay in delivery by Strong & Herd suppliers or any other cause whatsoever (whether or not similar to the forgoing) outside the control of The Partnership.
11. Third Party Rights
11.1. A person who is not a party to the Agreement (a “Third Party) shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce any of these condition.
11.2. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
12.1. You must not use our website in any way that causes, or may cause, damage to the website or impair the use or accessibility of the website; or in any unlawful, illegal, harmful or fraudulent way or activity.
12.2. You must not use our website to copy, store, transmit, host, send, distribute or publish material which contains any malicious computer software in any way shape or form.
13. Supplement to Terms and Conditions – “OneCall”
13.1.Provisions of the Service:
13.1.1. Strong & Herd LLP shall only adhere and abide to the terms of the contract between themselves and the Principal with regards to the package purchased by the principal.
13.1.2. Any services sought above the boundaries of the package purchased by the principal, shall not take effect unless the package is upgraded on confirmation by ‘The Partnership’. Alternatively, the Principal may ‘Top-Up’ their original package, allowing further services to be provided.
13.1.3. Notification of package ‘over-use’ shall be made online via the ‘member’s area’ or via a representative from Strong & Herd LLP. Payment of additional monies can be made via the Strong & Herd LLP website or via invoice from in-house representatives upon collaboration.
13.1.4. Top-Ups cannot be ‘Rolled over’ to the next 12 month contract for ‘OneCall’.
13.1.5. If the Principal refuses to transfer to another agreement Strong & Herd LLP reserve the right to terminate the contract immediately with complete loss to the principal of any advanced fees paid.
1.1. ‘OneCall’ is an ancillary service of Strong & Herd, supplying Import and Export services via the medium of Strong and Herd LLP associates and partners, having no relation to any form of product, business or entity trading under this name before or after the writing of these provisions.
1.2.Cancellation of Contract:
1.2.1.Preferably, a transfer to another OneCall package should be considered before cancellation of the contract is enforced, so long as the principal and/or The Partnership believes they are contracted to the wrong level of service.
1.2.2.In the event of a ‘OneCall’ contract being cancelled Strong & Herd LLP reserve the right to retain all fees paid in advance.
1.2.3.The principal may cancel the contract at any time during the 12 months period without giving notice subject to confirmation by Strong & Herd LLP.
1.2.4.Any payments outstanding at the date of cancellation must be paid in full and final with regards to the previously negotiated contract, up to and including the 12 month period of business.
1.2.5.No further assistance will be provided by Strong & Herd LLP once the first notification is received.
1.2.6.Any attempts to abuse the goodwill of this service agreement may lead to immediate termination of the contract by Strong & Herd LLP with the loss of any advance fees paid by the principal.
1.3.Transfers between OneCall Service Level Agreements:
1.3.1.The Principal and/or Strong & Herd LLP may request a transfer to another OneCall service level because of a change in the estimated usage during a specific contract period.
1.3.2.Upon request for transfer by either principal or Strong & Herd LLP, the principal should pay the difference in the package amounts to cover the upgraded package allowance.
18.104.22.168. On transfer of the package contract between the principal and Strong & Herd LLP, contract duration conforms to the original package contract, thus expiring when the original contract would have done so.
22.214.171.124. Additionally terms of the original contract take precedent over the subsequent negotiated contract.
1.4. Expiration of the Agreement:
1.4.1. Prior to the expiration of the agreement between the Principal and Strong & Herd LLP regarding ‘OneCall’, an email shall be sent setting out provisions of renewal and further trade.
1.4.2.Depending upon renewal status, following contact shall be made by a representative of Strong & Herd LLP confirming the status of the service provision and the principal’s future commitments.
1.4.3.Following the expiration of the Agreement, no further contact shall be made and all data and information shall be removed from our systems.
14. Jurisdiction and governing law
14.1. The Agreement and these terms and conditions are Subject to English Law and to the exclusive jurisdiction of the courts of England and Wales.
15.1. These terms, together with the Agreement, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
15.2. No failure or delay by us to exercise any of our rights within the agreement shall be held to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any following breach of the same or any other provision.
15.3. Strong & Herd LLP reserves the right to revise their terms and conditions at any time. Any such revision will be binding and effective immediately upon posting of the revised agreement on our website.
15.4. If any of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provisions in question shall not be affected.
15.5. Nothing in the Agreement shall be construed so as to create a partnership or joint venture between the parties or have the effect of making an employee of the Customer a servant of Strong & Herd LLP or making any representative of Strong & Herd LLP and employee or servant of the Customer.