THEMA CONSULTANTS LTD - TERMS AND CONDITIONS
The purpose of this Agreement is to establish the fundamental terms and conditions applicable to the relationship between the parties, the nature of which is more specifically set out below. Thema Consultants Ltd shall sell or provide and the Customer shall purchase the Services and/or Goods and/or Products in accordance with (i) these terms and conditions and (ii) any Purchase Order, Service Agreement or Quotation executed by the Client and accepted by Thema Consultants Ltd. The Purchase Order and/or Quotation may contain additional and/or different terms and conditions which shall take precedence over similar terms set out in this Agreement.
Words and expressions that appear in these terms and conditions shall have the following meanings:
"Thema Consultants Ltd" (“we”, “us”, “our”) means Thema Consultants Ltd (UK registered number 3141809) whose registered office is at 111A Station Road, West Wickham, Kent BR4 0PX.
"User" means the user of the Customer's internal network within the specified premises.
"Service Provider" means any authorised third party who Thema Consultants Ltd designates as the provider of the Services.
"Account" means the record of all charges due from a Customer.
"Agreement" means the agreement between Thema Consultants Ltd and the Customer in respect of the Services incorporating these terms and conditions.
"Customer" (“you”) means the party named as such on the Order Acknowledgement to whom Thema Consultants Ltd agrees to provide Products and/or Services and by whom charges are payable.
“Quotation” (“Quote”) means a description of an offer by Thema Consultants Ltd to supply to the Customer Products and/or Services at a particular price, with the duration of validity as described in the Quotation or 14 days whichever is the shorter.
"Purchase Order" or interchangeably "Order" means a customer's order for Products and/or Services notified to Thema Consultants Ltd by the customer, be this verbal, in electronic form or in writing.
“Service Agreement” means the document issued to You by Us detailing the service level agreement.
"Order Acknowledgement" means the order processing document generated by Thema Consultants Ltd confirming the details of the Order signed and accepted by the Customer and as amended from time to time, be this electronic form or in writing.
"Services" means those services provided by Thema Consultants Ltd or a designated Service Provider to the customer as set out in one or more Order Acknowledgement or Agreement for that customer or otherwise notified in electronic form or in writing by Thema Consultants Ltd to the customer from time to time.
“Products” means Goods and/or Software and/or Licences and/or Warranties provided by Thema Consultants Ltd to the customer as set out in one or more Order Acknowledgement for that Customer or otherwise notified in electronic form or in writing by Thema Consultants Ltd to the Customer from time to time.
"System" means the specified configuration, hardware or software as specified in our Order Acknowledgement or Agreement for that customer or otherwise notified in electronic form or in writing by Thema Consultants Ltd to the customer from time to time.
"Network" means the Customer's personal computers, laptop computers, handheld computers and/or server(s) connected to each other either by cable or wirelessly forming a local area network (LAN) installed at the Customer's site and also the Customer’s communication network using devices such as Virtual Private Networks (VPNs) across the public Internet, or Leased Circuits from telecoms companies, Frame Relay, MPLS. IP VPN or other technologies that may be incorporated to form a Wide Area Network (WAN).
“Software” means the computer programs to be supplied by Thema Consultants Ltd but not necessarily produced by us, under these conditions as stated on our quotation or order acknowledgement, as appropriate.
“Support” means the provision of either ad-hoc or contracted services to the Customer by Thema Consultants Ltd or its agents as specified and agreed according to the following terms.
“Maintenance” means the provision of either ad-hoc or contracted regular preventative servicing of the hardware incorporated within the Customers System by Thema Consultants or its agents as specified and agreed according to the following terms.
“Third Party Warranty” means the provision of contracted warranty sold by Thema Consultants Ltd but any service is provided by a third party company.
“Customer Location” means the head office site address of the customer, with any other sites agreed in writing between you and us.
“Office Hours” Thema Consultants Ltd office hours are 09:00 to 17:30 Monday to Friday excluding bank and public holidays.
Clause headings are for convenience only and do not affect the interpretation of these conditions.
Reference in these conditions to a statutory provision will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
Words in the singular include the plural and vice versa
2. COMMENCEMENT AND DURATION
2.1 This Agreement is effective as of the date that you receive it.
2.2 Thema Consultants Ltd agrees to provide services to the Customer under the terms and conditions of this agreement once the Customer has accepted the quote. This agreement becomes binding on acceptance of Thema Consulting Ltd’s Quotation by the Customer or when Thema Consultants Ltd first provides the services to the Customer.
2.3 The minimum period for the services is as specified in Thema Consultants Ltd Order Acknowledgement and agreed in a specific Order placed by the Customer on Thema Consultants Ltd Order Acknowledgement or 12 months if a minimum period is not specified on the Order Acknowledgement. This is only applicable to Services that are provided over a period of time for example annual support services.
2.4 Automatic Renewal of Services: The Customer is required to provide Thema Consultants Ltd with a cancellation notice of no less than one (1) calendar month before the end of the Customer's existing service contract failing which, the Customer will be deemed to have renewed the service at the current rate applicable to that product or service. The Customer will also be deemed to have accepted the latest terms and conditions prevailing at the date and time of the automatic renewal.
3. PROVISION OF SERVICES
3.1 Thema Consultants Ltd shall supply technical support services to the Customer for the Customer's Network or Systems at the address specified (and no other) on the Order Acknowledgement and with the specifications laid out in the Service Agreement, Quotation and Purchase Order subject to this Agreement and any Purchase Order or Quote issued.
3.2 Thema Consultants Ltd shall use all reasonable endeavours to respond to and resolve any technical issues that may arise on the Customer's Network or with their systems as applicable within the agreed response times depending on the level of service Agreement that the Customer has entered into with Thema Consultants Ltd.
3.3 Support does not include Maintenance unless specifically mentioned in the Agreement that the Customer has entered into with Thema Consultants Ltd.
Maintenance does not include Support unless specifically mentioned in the Agreement that the Customer has entered into with Thema Consultants Ltd.
3.4 Thema Consultants Ltd or a designated Service Provider or agent will provide the Services.
3.5 Response times set out in the Service Agreement are estimates and may vary according to the remoteness or accessibility of the Customer’s location, the severity of the problem and the availability of engineering resources.
3.6 Services and/or Maintenance may be provided by the most appropriate method including via email, internet, over the telephone, through remote access tools and methods.
3.7 Unless explicitly stated on the Agreement, the following are not covered under our Support and/or Maintenance Services: system rebuilds or reinstallations, replacement parts, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in our assessment, electrical or environmental conditions, transfer of data or Software, virus scanning or cleaning, anti-virus updating, data backups.
3.8 Unless explicitly stated on the Agreement, the software systems supported are Microsoft Server and Desktop operating systems, Microsoft Office products and exclude any other systems or software. These can be supported on a chargeable basis but must be specifically included in the Agreement.
3.9 Thema Consultants Ltd may perform a check-up after receipt of an Order from the Customer for Network Support services prior to commencement of the Service. In the event that Thema Consultants Ltd does carry out a check-up, it will attempt to identify existing technical issues and may advise the Customer of these issues and any additional steps and/or any expenditure that may be required to resolve them. At no time will this imply that Thema Consultants Ltd has an obligation to either carry out a check-up, provide the Customer with any information pertaining or relating to the check-up nor make any recommendations based on information gathered from any check up that may have been carried out.
3.10 Our standard office hours are 09:00 to 17:30, Monday to Friday excluding bank and public holidays. In addition, we may reduce support cover or close our offices in order to provide technical staff training or to carry out essential maintenance work.
3.11 Outside of our standard office hours we can be contacted by telephone or email to specific numbers or email addresses, we offer this as an additional service and on a best endeavours basis. Our charges outside of office hours are those set from time to time and notified as per the Service Agreement or ad-hoc charging framework.
3.12 All faults reported to us and logged after 17:30 on a normal working day will be treated as having been logged at 09:30 on the following working day.
3.13 All faults reported to us and logged later than 4pm on a normal working day, that require an engineer to visit the Customer’s site in order to troubleshoot and/or resolve the problem, will be treated as having been logged at 09:30 on the following working day. We will however endeavour to provide an engineer on the same day subject to the severity of any problems.
3.14 Thema Consultants Ltd reserves the right to delay the provision of any Service, System, Network, product or component of any Service, System, Network, or product in general, if it believes that doing so will provide a more efficient or reliable or cost effective Service, System, Network or product and ultimately a better service to the Customer. Where there is a choice between partial fulfilment/provision of and delayed but complete fulfilment/provision of a Service, System, Network or product, Thema Consultants Ltd decision will be final.
4. NETWORK INSTALLATION AND OTHER INSTALLATION SERVICES
4.1 Thema Consultants Ltd shall supply Network or System installation services to the Customer at the address specified on the Order Acknowledgement and with the specifications laid out in the quote and Purchase Order.
4.2 Network or System installation Services will be provided by Thema Consultants Ltd or Service Provider.
4.3 All installation times and dates given are estimates and will vary according to the remoteness or accessibility of the Customer’s location, th funds. Thema Consultants Ltd may sue for the price before title passes. If you refuse delivery without our agreement, you must pay our expenses or loss resulting from that refusal, including storage costs and/or additional transportation costs, until you accept delivery.
5.5 All third party services purchased by the Customer are subject to our standard automatic renewal policy (please see clause on Automatic Renewal of Services) except where the terms of the third party provider of that service (Service Provider) require a cancellation notice in excess of the cancellation notice required by our standard Automatic Renewal of services policy.
5.6 Thema Consultants Ltd reserves the right to stop providing support for any products or services whose sales have been discontinued or where the manufacturer ceases to provide support for that product or service for whatever reason including liquidation. We may, at our sole discretion, choose to continue providing support on a best-efforts basis for any discontinued products, or for products that are no longer supported by their manufacturers. We may however require that the Customer pay a charge in addition to the standard support already purchased from us, for our continuing support of this product.
6. SUPPLY OF THIRD PARTY PRODUCTS
6.1 Any Product that is provided to you by us will be covered by a manufacturer’s warranty.
6.2 We will warrant to you that we shall use best endeavour to ene complexity of the installation or the constituent products, the severity of any problems that may arise during the installation, delays arising as a result of late third party deliveries, delays arising as a result of the Customer limiting or restricting access to their premises to specific times of the day (or specific days), delays arising as a result of unforeseen product incompatibilities, delays arising due to non-availability of required services or products (e.g. telephone lines), and the availability of engineering resources.
5. THIRD PARTY PRODUCT/SERVICE SUPPLY AND SOURCING
5.1 Any delivery period communicated to the Customer for third party products or services or for any of our services that are dependent on third party products or services is approximate and based on estimates provided by the third party supplier.
5.2 Delivery by instalments may be made.
5.3 The place of delivery is as stated on the Order.
5.4 Title (Ownership) to all Products and Services supplied by Thema Consultants Ltd passes to the Customer on receipt of full payment and until then the Customer must insure and store our goods separately and may not modify, pledge or sell them. Thema Consultants Ltd may enter the Customer’s site or storage premises to repossess the goods. Should you sell them before title passes, you will become Thema Consultants Ltd agent and the proceeds of that sale shall be held on our behalf, separately from your generalsure that any Product supplied will be free from defects in material workmanship and installation.
6.3 If during the period of this agreement any goods do not conform to this then we will at our option either remedy the defect in question, replace the defective Product/s or refund the price of the defective Products. This remedy is the only remedy available to you for a breach of this warranty and is only available on condition that:
6.3.1 you notify us in writing of any defects within 7 days; and
6.3.2 our examination of defective Products at our premises discloses to our satisfaction that the defect has not been caused by (a) your mis-use, neglect, failure or inadequate maintenance, accident, improper storage, installation or handling, or (b) repair or alteration by a third party. You will refund to us the cost of any such examination where the remedy referred to under this condition is not available together with, at our option and discretion, a “restocking fee” of up to 25% of the price of the Products to cover our administrative expenses.
6.4 Products returned by you to us for any reason must be returned in their original packaging in substantially the same condition as they were delivered to you. We may levy a fee for repackaging Products returned to us in a poorly packaged state.
6.5 Software (and its use) will be subject to the terms of the manufacturer’s licence contained within the software itself (and accessed upon loading) or within or upon the packaging of the software. Such licence will state the extent of the manufacturer’s liability for the software. We cannot accept any liability whatsoever for any defect or error in the any software, patch, hotfix or service pack, however delivered, whether provided from the original manufacturer or its agents or other parties.
7 THE CUSTOMER'S OBLIGATIONS
The Customer shall at all times throughout this agreement:
7.1. Comply with any reasonable directions or instructions issued from time to time by Thema Consultants Ltd in connection with the Services being provided by Thema Consultants Ltd and provide Thema Consultants Ltd and its representatives with all reasonable courtesy, information, cooperation, facilities and access to enable Thema Consultants Ltd to perform its duties, failing which Thema Consultants Ltd shall not be obliged to perform any service or provide assistance.
7.2 Ensure that they do not use the Services provided by Thema Consultants Ltd in a manner that will or may constitute a criminal act.
7.3 Provide to Thema Consultants Ltd such assistance and/or information in a timely manner as may be required by Thema Consultants Ltd to fulfil its obligations under the terms of this agreement.
7.4 We may, prior to accepting any Order, carry out a credit check and then will only accept your Order if we are satisfied with the results of such a check. You confirm that you are happy for us to carry out such a check.
7.5 Pay Thema Consultants Ltd charges under this Agreement on or before the due date for payment without set off, deduction, counterclaim or abatement.
7.6 Ensure that prior to any work being carried out on the Customer’s behalf by Thema Consultants Ltd, the Customer will have backed up all of their data onto removable media, verified that the data has indeed been successfully backed up (by running a test restoration of the same data) and stored the data in a safe location (preferably offsite). This is notwithstanding any commitment that any representative of Thema Consultants Ltd may have made to the Customer to back up the data on their behalf. Should the Customer wish or require Thema Consultants Ltd to undertake to perform backups on their behalf, then the Customer will have to purchase an additional service (referred to as Backup Services in this document. Note that the Backup Services may be referred to differently in other documents) and pay an additional charge. The Backup Services are covered by a separate written agreement between the Customer and Thema Consultants Ltd. The agreement covering the Backup Services is valid only if authorised by a valid signature by one or more of Thema Consultants Ltd directors and subject to receipt of full payment for the service prior to the work being performed.
7.7 The Customer may not disclose any ideas, development work, prototypes, products, services, pricing or other material produced or made available by Thema Consultants Ltd without the prior written consent of Thema Consultants Ltd director/s.
7.8 No right of intellectual property in any Product is granted to or vested in you other the right to use the same. You will fully indemnify us against all liabilities, costs and expenses resulting from any claim that our use of any specification provided by you in connection with the Contract infringes the rights of any third party.
7.9 The Customer, either directly or through another party, may not make any offer of employment nor offer any inducements, to any representative (“the representative”) of Thema Consultants Ltd, be they current employees (or have been employed by Thema Consultants Ltd within 12 months prior to the Customer’s offer), external consultants, subcontractors or other parties, that would harm Thema Consultants Ltd commercial interests, cause loss of earnings, or create possible conflicts between Thema Consultants Ltd and its representative without the prior written consent of Thema Consultants Ltd director/s. In the event that the Customer wishes to make such an offer (or has made an offer), a fee will become payable by the Customer to Thema Consultants Ltd. The fee payable by the customer to Thema Consultants Ltd is dependent on the value placed by Thema Consultants Ltd on the representative in question and will be decided upon by Thema Consultants Ltd director/s at the time of the aforementioned event but, is subject to a minimum of 40% of the total gross remuneration of the representative during the 12 months prior to the Customer’s offer.
7.10 The Customer accepts full responsibility for the choice of Products or Services purchased from Thema Consultants Ltd and the suitability for the intended purpose or use of such Products or Services.
8.1 The Customer shall make payment of such charges for Products and/or Services supplied as detailed in the Order Acknowledgement or invoice subject to the payment terms stipulated in the Order Acknowledgement or invoice.
8.2 The Customer, subject to receipt of a payment request verbal or otherwise, shall pay the full amount by the due date stated.
8.3 Charges shall be due by the date specified in the Order Acknowledgement or invoice submitted to the Customer by Thema Consultants Ltd with regards to the provision of the Services specified in these terms of agreement. If any amount payable by the Customer is not received by the due date for payment, Thema Consultants Ltd shall be entitled to suspend the Services and withhold further delivery of Products and charge interest on the amount overdue at the rate of 10% above the base rate for the time being of Abbey Business Banking from the due date of payment until the date of actual payment and to recover from the Customer all costs and expenses incurred in attempting to obtain payment from the Customer.
8.4 If a Customer disputes any charges shown on an invoice, notice of such dispute must be sent to Thema Consultants Ltd, in writing, within 7 days of the date of the invoice, failing which the Customer shall be deemed to have accepted the correctness of the invoice.
8.5 In the event that work is postponed or cancelled, Thema Consultants Ltd shall bill the Customer for all work completed and expenses incurred up till the termination or postponement or cancellation of the order. If additional payment is due, this shall be payable within the amount of time stipulated on the Order Acknowledgement. In the event of cancellation, the Customer shall also pay any expenses, which are incurred by Thema Consultants Ltd as a result of the premature termination. The Customer shall assume responsibility for all collection of legal fees necessitated by default in payment.
8.6 The price for Products will be that stated on our Quotation or Order Acknowledgement (as appropriate) or, if no price is stated, our list prices last published on the date upon which Products are dispatched to you. We may vary the price to the extent that the cost to us of acquiring or supplying Products is increased between the date of quotation or order acknowledgement (as appropriate) and delivery including, without limitation, increases in the costs of carriage packaging or insurance or arising from a change in exchange rate, a change in delivery dates quantities or specifications for Products requested by you or delay caused by your instructions.
8.7 Prices quoted by us are unless otherwise stated exclusive of (a) value added tax or any similar taxes, levies or duties, (b) the costs of carriage, delivery, packaging and insurance, all of which will be added to or charged on invoices at the appropriate rates and paid by you.
8.8 We may from time to time advise the Customer on issues that need to be addressed, to ensure the Network or Systems remain operational and/or continue functioning optimally, and the best way to implement our recommendations. Note that the Customer in the process of implementing these recommendations may incur other charges, however, We will endeavour to notify the Customer of these charges prior to undertaking any work and will generally only do so if and when authorised to do so by the Customer. If however, the Customer cannot be reached for authorisation/verification, at their normal place of work, then We reserve the right to proceed without the Customer’s explicit consent if We believe that it is in the best interests of the Customer for us to do so.
8.9 Thema Consultants Ltd reserves the right to charge the Customer an additional amount (over the originally agreed amount) to cover any additional costs incurred by Thema Consultants Ltd arising due to or as a result of scheduling changes made by the Customer, non-availability of the Customer or any of the Customer’s members of staff who are required to be available or present at an agreed time or place, the Customer limiting or restricting access to their premises to specific times of the day (or specific days) and/or delays arising due to non-availability of required services or products or other resources (e.g. telephone lines) that are supposed to be provided or made available by the Customer unless this has been explicitly agreed to, in writing, prior to the work commencing.
8.10 Where a product or service has been discontinued or stock is no longer available at the time Thema Consultants Ltd initiates purchasing of the product or service in question, Thema Consultants Ltd reserves the right to cancel the order even if the order was previously accepted, by notifying the Customer of our intention to do so and refunding to the Customer the amount paid - within 2 weeks of the notification. If a close alternative to the product or service in question exists i.e. one that will provide technical functionality similar to the product or service in question, then we will advise the Customer of this. In the event that we are unable to contact the Customer for authorisation to purchase a substitute and we believe it to be in the best interests of the Customer that we do so, then we will do so. We will of course always endeavour to find the exact product or service in question and will always attempt to contact the Customer for authorisation prior to purchasing a substitute.
9. LIMITATION OF LIABILITY
9.1 Thema Consultants Ltd does not offer any guarantees as to the security, safety or protection of the Customer’s electronic or other communications (including electronic mail and Internet access) or System. This responsibility lies solely with the Customer.
9.2 Thema Consultants Ltd is not responsible for maintaining, nor does it offer any guarantees as to the security, safety or protection of, the Customer's premises, cabling, hardware, data and backup of any data.
Thema Consultants Ltd does not offer any guarantees that it will be able to resolve all technical faults that arise with the Customer’s Systems or Network.
9.3 Thema Consultants Ltd is not responsible for the installation of nor the maintenance of any additional software, hardware, services or other components, that may or may not be required, unless agreed to in advance and in writing between Thema Consultants Ltd and the Customer prior to the installation of any of these components.
9.4 Thema Consultants Ltd shall not be responsible for any issues that arise due to the addition of components to the Customer's Network including new software installations, hardware installations, cabling and any other installations without prior written notification to and consent of Thema Consultants Ltd.
Thema Consultants Ltd does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence as a result of deliberate misconduct of that of its employees.
9.5 Thema Consultants Ltd shall exercise reasonable skill and care in the provision of the Services.
Except as expressly stated otherwise in this Agreement, in relation to the provision of Services, Thema Consultants Ltd shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms, representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded.
9.6 Thema Consultants Ltd shall not be liable for any direct, indirect or consequential losses to data, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated profits or savings, goodwill, business contracts or losses resulting from third party claims.
9.7 Thema Consultants Ltd shall not be liable for any direct, indirect or consequential losses incurred by the Customer as a result of data loss, failure of third party hardware and software or services unless specifically agreed to in writing in advance between Thema Consultants Ltd director/s and the Customer.
Thema Consultants Ltd shall not be liable for any damage remedied by Thema Consultants Ltd within reasonable time.
9.8 Thema Consultants Ltd shall not be liable for any loss avoidable by you through reasonable conduct, including backing up all data and following Thema Consultants Ltd reasonable advice generally Thema Consultants Ltd shall not be liable for damage caused by third party products or services. Any omission or error in any sales literature, web page or site, Order Acknowledgement, quotation, price list, order acknowledgement, despatch note, invoice or other document (whether written, oral or in electronic form) issued by us may be corrected by us without liability.
9.9 Thema Consultants Ltd shall not be liable for all items excluded from any third party warranty (where applicable).
10.1 Any work that the Customer wishes Thema Consultants Ltd to carry out which is not specified in the Quotation or Order Acknowledgement will be considered an additional service. Such Work shall require a separate Agreement and payment separate from that covered by this Agreement. Any additional work requested by the Customer, of a visiting Engineer, during the fulfilment of another order will be deemed to be a request by the Customer for the provision of that service and that additional work, and if accepted by the visiting engineer, will be billed separately to the Customer at the rate prevailing at the time of the request.
10.2 Thema Consultants Ltd shall address all bills and serve any notices on the Customer pursuant to this agreement in writing either by post to the address set out on the Order Acknowledgement, or if the Customer has informed Thema Consultants Ltd in writing, of any change of address (the "New Address"), to the New Address or by facsimile to the facsimile number set out on the Order Acknowledgement, or if the Customer has informed Thema Consultants Ltd in writing of any change of facsimile number, to the new facsimile number or by electronic mail ("email") to the electronic mail address set out on the Order Acknowledgement, or if the Customer has informed Thema Consultants Ltd in writing of any change of electronic mail address, to the new electronic mail address.
10.3 The Customer shall serve any notices on Thema Consultants Ltd pursuant to this agreement in writing either by post to Thema Consultants Ltd, 111A Station Road, West Wickham, Kent, BR4 0PX, UK, or if Thema Consultants Ltd has informed the Customer of any change of address (the "New Address"), to the New Address or by facsimile to +44 (0)844 77 22 325, or if Thema Consultants Ltd has informed the Customer of any change of facsimile number, to the new facsimile number or by electronic mail ("e-mail") to email@example.com, or if Thema Consultants Ltd has informed the Customer of any change of electronic mail address, to the new electronic mail address.
10.4 If the Customer registers a limited company or partnership and ownership of the Customer’s company is transferred to this limited company or partnership or any other legal entity then these terms and conditions will apply to the limited company, partnership or other legal entity as well.
10.5 All documents dispatched by Thema Consultants Ltd to the Customer shall be deemed served 48 hours after posting or, in the case of transmission by facsimile or electronic mail, 4 hours after the time of dispatch.
10.6 We may occasionally monitor and/or record communications (including phone calls and emails) between the Customer and us, to ensure that we are meeting our service standards.
10.7 Failure by Thema Consultants Ltd to exercise any of its rights under these terms and conditions shall not be a waiver or forfeiture of such rights. No express or implied waiver by Thema Consultants Ltd shall be construed as a continuing waiver, nor shall it prevent Thema Consultants Ltd from acting upon that or any subsequent breach or from enforcing any term or condition. No concession granted by Thema Consultants Ltd to the Customer shall operate as a waiver or forfeiture nor shall it prejudice exercise of Thema Consultants Ltd rights (whether or not the Customer shall have acted upon the same or shall have received any prior notice withdrawing such concession).
10.8 We may change the terms of this agreement at any time by telling you about the change. We will tell you about any changes in one or more of the following ways: advertising in the press; posting a notice on one or more pages on our website; emailing, faxing and/or posting a notice along with other communications sent to You; emailing, faxing and/or posting a separate written notice. Changes will happen at least 10 days after we tell you about them, apart from changes in prices which may apply immediately. We may make changes to take account of market conditions, changes in the cost of providing this service to you, changes or anticipated changes in legal or other requirements affecting us, any systems or product development or the introduction of new products or services, or any other good reason.
10.9 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and this Agreement together with any Purchase Order, Quotation and Service Agreement constitutes the entire agreement between the parties relating to its subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
29 10.10 No variation of this Agreement shall be effective unless agreed to in writing by Thema Consultants Ltd.
10.11 This agreement is governed by English Law and English courts shall have exclusive jurisdiction as regards any dispute arising out of the same.
10.12 Thema Consultants Ltd is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / weather / production problems, exchange fluctuations, governmental or regulatory action and natural disasters or failures or acts on the part of our suppliers or sub-contractors or any other third parties (including your bank).
10.13 Thema Consultants Ltd is committed to protecting your privacy. We will only use the information that we collect about you lawfully (in accordance with the Data Protection Act 1998). The customer information we gather is any data collected during the ordering process. Information gathered is for our own internal use only to monitor advertising effectiveness, consumer trends etc.. We may from time to time send you details of any current special offers.