- Definitions
- Works
- Obligations of the Client
- Fees
- Complaints and disputes
- Indemnification.
- General.
- Electronic Communications
- Termination
- Effects of Termination
- Entire Agreement/ Severability
- Assignment
- Non-waiver
- Force Majeure
- Governing Law
Definitions
Applicable Laws shall mean and include all applicable statutes, enactments, acts of legislature or parliament, provincial laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, or a court of United Kingdom.
Content means report, graphics, images, music, Software, audio, video, information or other materials.
Goods mean any item, product, part or component (including replacement parts)
Materials mean the matter or substance from which a product is made or created.
Person means a natural person, corporate body, Company, partnership, firm, association, organization, business trust, or society.
Personnel means all employees, consultants, agents, freelance, sub-contractors, tradesmen and engineers provided by the Lebern to carry out the Works.
Working day means 9am to 5pm on any day that the Bank of England is open for business.
Works means the Services, Products or Materials collectively.
Masculine shall include feminine and singular shall include plural, and vice versa unless expressly stated otherwise.
Headings are for convenience only and shall not affect or interfere with the construction, intention or interpretation of the Agreement
References to laws, regulations, and acts of parliament shall include all amendments and variations to update.
Representative means an entity and its Affiliate(s), any director, officer, employee, consultant, contractor, agent, distributors and attorney associated with the Company.
Third-Party means mobile phones, mobile Software, products and devices.
Works
- The Works to be provided under this Agreement shall be for repair and maintenance of property, its utilities, fixtures and fittings as detailed within the Lebern’s Website or published materials from time to time.
- No Works will be provided
- Until a health and safety risk assessment has been carried out, the extent of any assessment shall be at the discretion of the Lebern. Such assessments may be carried out at any time before the Works begin, by any Personnel providing the Services.
- If during a health and safety risk assessment, or at any time whilst Services are being provided, a risk to health and safety is discovered that cannot be eliminated or mitigated or managed to an acceptable level, the Lebern shall withdraw from the Works or premises until such risk has been eliminated or becomes manageable.
- Where the Works include Goods or Materials, all Goods or Materials shall comply with all standards and specifications as stated by the manufacturer and required by law.
- The Lebern may delay ordering Goods that are required or needed by the Client until payment is received.
- Title and ownership in the Goods and Materials shall pass to the Client upon delivery.
- Unless otherwise stated, dimensions or other physical characteristics and mechanical, electrical or technical specifications are subject to normal commercial and manufacturing tolerances.
- The Lebern reserve the right to make any changes to any specification provided by the Client, which are required to conform with any applicable statutory, regulatory requirements, industry standards.
- The Client shall ensure that all warnings, labels, instructions, manuals and other information in respect of the Goods or their use provided by the Personnel or a manufacturer shall be observed and adhered to.
Obligations of the Client
The Client:
- shall keep the Lebern up to date and must inform the Lebern of any changes to the information already provided;
- shall be responsible for procuring any third party co-operation or permission required for the provision of the Services;
- shall arrange and provide access to the premises or site where the Works are to be to be performed;
- shall clear the area where the Works are to be performed, of all personal items;
- shall disclose any contract, Agreement, arrangement or understanding with any third party that may affect, limit or restrict the Leberns ability or right to perform the Works; and
- warrants to having the authority and capacity to appoint the Lebern to perform the Works and to having the means and resources to ensure that the Lebern is remunerated for the Works provided.
- shall be responsible for procuring any third party co-operation or permission required for the provision of the Services;
Fees
- In consideration for providing the Works, the Lebern shall be entitled to charge, and the Client obliged to pay all subscription fees on a monthly basis and other charges which become due under this Agreement until its cancelled by the Client or on the termination of this Agreement Subject to the “Effects of Termination” clause.
- Any additional fees maybe included, but are not limited to the cost of any replacement parts, Goods or Materials; or any combination or other arrangements which the Parties wish to make. Lebern shall present the invoice to the client for such fees.
- Client shall be eligible to receive the Service only if he/she commits to minimum 6 months of subscription of Lebern services.
- Any additional fees maybe included, but are not limited to the cost of any replacement parts, Goods or Materials; or any combination or other arrangements which the Parties wish to make. Lebern shall present the invoice to the client for such fees.
- Where fees and charges are subject to VAT, then the VAT at the applicable rate shall be added to the fees and charges.
- In the event that any fee or charge is not paid on or before the due date, the Lebern may –
- Withhold or suspend providing the Works.
- Cancel an order for Goods made by the Lebern that have not been delivered;
- Add interest at 8% above the Bank of England base rate.
- Charge a fee equal to the cost of any additional costs incurred in managing or recovering the fees due.
- Charge the full costs of any previous works done if non payment occurs within the first six months
Complaints and disputes
In the event that the Client is dissatisfied with any aspect of the Works, they should raise the matter in writing with sufficient detail to enable the Lebern to understand the issues, in addition to the remedy being sought.
Where a complaint is accepted, the Lebern shall offer to put matters right by way of repeating all or part of the Services without charge or a reduction in the fees.
Where a complaint is rejected or the remedy required by the Client is excessive or unreasonable, the Lebern shall inform the Client of the reasons why that decision was made.
Indemnification.
Lebern shall not be liable for damages or loss (including special, indirect, consequential, exemplary and punitive) or loss of rent, business, opportunity, goodwill, reputation, profits, income, revenue, use, production or anticipated savings.
The Client shall fully and unconditionally indemnify the Lebern against all and every type of expenses, costs, losses or damages incurred, received or suffered whether in law, statute, equity, contract or tort resulting from –
- Any errors, mistakes or incorrect information or detail provided by the Client;
- Any delay in the Client providing detail, information or feedback which result in a delay in the Works being provided or delivered;
- Any personal items of the client that are not removed or adequately protected by the Client;
- Use or misuse of Goods or Materials, including but not limited to
- Any delay in the Client providing detail, information or feedback which result in a delay in the Works being provided or delivered;
- not in accordance with manufacture or the Leberns instruction;
- inconsistent with any warning or notice issued in relation to the Goods or their use;
- beyond stated limits or restrictions;
- beyond the intended purpose.
- Any changes, modifications or attempted repair or remedy by the Client or any third party on their behalf;
- Anything that could not have been reasonably foreseen, predicted, avoided or prevented;
- Anything beyond the Lebern’s reasonable control. For the avoidance of doubt, any delays or postponement of Works due to events such as a failure of suppliers or couriers to deliver ordered Goods, power failures, interruptions to the flow of data over the internet, telecommunications or network failure, sickness of Personnel, adverse and extreme weather, traffic congestion or vehicle breakdown and the like, are all considered to be beyond the Leberns reasonable control;
- conditions which do not arise as a result of a breach of a duty of care or negligence; and
- pandemics, war, strikes, governmental restrictions, fires, floods, or acts of God.
You agree to defend, indemnify and hold harmless Lebern and its respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers from and against any and all liabilities, claims and expenses, including legal fees, that arise from a breach of these Terms of Use for which you are responsible or in connection with your transmission of any content to, on or through our Website. Without limiting your indemnification obligations described herein, we reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.
General.
Lebern Services rely on or inter-operate with third-party products and services. These third-party products and services are beyond Lebern ’s control, but their operation may impact or be impacted by the use and reliability of the Lebern Services. You acknowledge and agree that: (i) the use and availability of the Services are dependent on third party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the Lebern Services operate, and (iii) Lebern is not responsible for damages and losses due to the operation of these third-party products and services.
Users will not use the Services if any applicable law in their country prohibits them from doing so and or have not previously been their right to use the Services suspended or terminated.
You agree to release Company, its parents, partners, contractors and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with, or arising from, your use of our Services. If at any time you are not happy with the product or the Services or object to any Content, your sole remedy is to cease using them.
Electronic Communications
When you send an e-mail or chat electronically with Lebern, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail. You agree that all agreements, notices, disclosures and other communications that Lebern provides to you electronically satisfy legal requirements that such communications be in writing.
Termination
Lebern reserves the right, in its sole discretion to terminate your right to access and use the Services if you violate these Terms or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us.
Effects of Termination
- Both parties shall be relieved of their contractual obligations however Termination shall not affect or reduce any accrued right, obligations or benefits up to the date of Termination.
- If Termination is as a result of a breach of this Agreement by the Client, all fees and charges that would have become due had the Agreement been fully performed shall become due immediately.
- If Termination is as a result of a breach of this Agreement by Lebern, all fees and charges for Works that have been provided up to the point of Termination shall be payable and the Client shall receive a refund of all monies paid in advance for any undelivered Services.
Entire Agreement/ Severability
This Agreement constitutes the entire Agreement between You and Lebern, in relation to Your use of the our Product, Website and/ or the Services and supersedes any prior representations, inducements or agreements relating to its subject matter. You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any third party. If any part of these Terms of Use are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. These Terms of Use, including all terms and policies referenced herein, contain the entire understanding, and supersede all prior agreements, between you and Lebern relating to this subject matter, and cannot be changed or terminated orally.
Assignment
You may not assign these Terms or any of the rights granted hereunder without the prior written consent of Lebern, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Non-waiver
Failure by either Lebern or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
Force Majeure
Lebern shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control; including, without limitation, any failure to perform hereunder due to unforeseen circumstances or causes beyond its control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Governing Law
The Parties hereby agree that all actions brought in respect of this Agreement, or any Services delivered pursuant to this Agreement, shall be brought before a Competent Court of United Kingdom, and the parties hereby acknowledge the exclusive jurisdiction of the Competent Courts of United Kingdom. Therefore, you agree that: the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than United Kingdom. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a competent court located in, United Kingdom for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights.