Standard Terms and Conditions
1. Contract Terms
1.1 We agree to provide our services to you on the following terms and conditions. These constitute a contract between us and you and must be read together with any other documents explicitly agreed to be part of this contract. Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2 In these terms and conditions:
1.2.1 "we" and "us" means Stress Away (Lifewise Publishing Ltd); and
1.2.2 "services" means the services that you have ordered from us and we have agreed to provide.
2. Payment
2.1 You must pay our charges for the Services as agreed between us.
2.2 Our terms of payment for all charges are payment 7 days from the date of invoice, which will be issued on the commencement date of any client contract. In the event of late payment we reserve the right to charge interest on the outstanding balance at the Statutory Rate.
2.3 Unless agreed otherwise, all our charges are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.
2.4 We reserve the right to suspend the Services if our charges are overdue for payment by you.
3. Your Obligations
You agree that you:
3.1 will ensure that your employees co-operate fully with us in relation to the provision of the Services; and
3.2 will promptly give us such information as we may reasonably request for the proper and efficient provision of the Services.
4. Confidentiality
We agree to keep your data confidential and any other matter which either you state is confidential or which is clearly confidential. We agree to use all reasonable security measures to protect your data and to process your data only in accordance with your instructions.
5. Additional Work
Any charges that we agree with you are for the work that we agree at that time. If we are asked to carry out additional work or your instructions to us change we reserve the right to make an additional charge.
6. Termination
6.1 Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
6.2 Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
7. Liability
7.1 We warrant to you that we will seek to supply the Services with reasonable skill and care. We accept liability for our own negligence, but only to the extent stated in this clause.
7.2 Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud.
7.3 Our liability to you under this Agreement shall not exceed the amount paid by you for the Services over the previous 12 months.
7.4 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression "Excluded Loss" means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
7.5 For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
7.6 We do not have any implied obligation, duty or liability in contract other than those explicitly stated in this Agreement.
7.7 You agree to indemnify us against all losses (including, without limitation, legal costs) we may incur as a result of any breach by you of these terms.
8. Force Majeure
We are not liable for any breach of this Agreement caused by matters beyond our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.
9. General
9.1 You are not entitled to transfer or assign this Agreement without our prior written consent. We may assign or sub-contract this Agreement or any part.
9.2 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
9.3 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
9.4 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
9.5 If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
9.6 This Agreement shall be governed by the laws of England and we both agree to submit to the non-exclusive jurisdiction of the English Courts.