Bentin Ltd - Standard Terms & Conditions of Business

These Terms and Conditions apply to new and existing clients/customers and are effective from 1st January 2007 or the date of the Contract/Service Agreement/Proposal, which ever is the earlier.

By purchasing Goods and/or Services from us, you agree to be legally bound by these Terms and Conditions.

Billing & payment
Bentin issues invoices electronically: payment terms are seven days from the date of invoice by BACS or the SWIFT international payments system. Bentin can accept payment directly in Sterling. All proposals are quoted in Sterling (GBP) and payments will be made at the equivalent conversion rate at the date the transfer is made. The client/customer agrees to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice.

Bentin reserves the right to charge interest on all overdue debts at the rate of 5% over the prevailing Bank of England base rate, per month or part of a month.

Value Added Tax (VAT)
VAT is chargeable on all services and expenses for all UK clients/customer. Those in the European Union will not be charged VAT providing they produce a valid VAT registration certificate and registration number for the country concerned.

Proposals
Proposals remain valid for 28 days from the date of issue unless otherwise stated.

Notices
Any notices to be given to the client/customer at their head office and to Bentin at their registered office. These terms shall be governed by and construed in accordance with the laws of the England. Parties hereby submit to the exclusive jurisdiction of the English Courts.

Variation notices
Where variations to an agreed programme of work is specified by the client/customer, and these variations are agreed to be likely to result in an increase in the chargeable hours, costs, fees or expenses, a variation notice setting out the nature of the variation and the estimated adjustment to the budget, will be issued. Once issued, such a variation notice must be signed as agreed by the client/customer prior to Bentin personnel being required to perform work resulting from the variation notice. Any work undertaken under a variation notice will be billed monthly in arrears, at our discretion such signed agreement will be accepted via email correspondence confirming the variation request.

Direct costs and expenses
Unless specifically included in the contact/proposal, expenses are payable in addition to the proposed fees. Expenses will be agreed in advance within an approved budget and billed, monthly in arrears. A full mileage and expenses schedule will be provided with the monthly invoice. All rates below are exclusive of VAT. where appropriate.

UK Mileage: £0.50 per mile
Sustenance (per person per day if overnight stay is required): £35
Accommodation UK outside M25 (per person per day): £85
Accommodation UK within M25 (per person per night): £145
International accommodation: At cost + 6% administration fee.
Printing / postage / copying / other disbursements: At cost + 6% administration fee.
Public Transport including trains / taxis / flights (business class): At cost + 6% administration fee.

Subcontractors
Where appropriate for the effective delivery of the work, Bentin may engage additional staff or subcontract aspects of the service. Any change to these arrangements will be discussed and agreed with the client/customer in advance.

From time to time there may be a requirement for Bentin to procure services or equipment outside the scope of its normal operations. This will be carried out against a specification agreed with the client/customer. The contract for the chosen services or equipment and responsibility for the quality of the delivered services or equipment will be directly with the client/customer unless otherwise stated.

Publicity
The client/customer allows use of their name and a description of the work undertaken in publicity material, press releases, websites and other media produced from time to time by Bentin. Use of detailed descriptions of the work will be subject to acceptance by the client/customer and bound by the confidentiality agreement.

Copyright
The copyright of all intellectual property contained in all images, documents, presentations, conceptual artwork or research material provided to the client/customer is wholly owned by Bentin unless specifically stated. Use of any of this material is strictly limited; if unsure you should contact Bentin. Bentin will credited in full as author and copyright holder in all subsequent use of such materials. Furthermore, Bentin will be free to make future use of the general market intelligence and research findings obtained during the contract.

In the event of either party being in material or fundamental breach of any of the terms and conditions of business the other may forthwith terminate the contract if the breach is incapable of remedy, or if it is capable of remedy the aggrieved party shall serve on the other seven days notice requiring such a breach to be remedied and, if such a breach is not remedied within the seven day period the contract shall automatically terminate.

In the case of dispute both parties agreed to abide by the decision reached by an independent mediator. The cost of mediation will be borne by the party against whom the judgement is made, or shared if no or equal fault is found.

Payment for any work is still due up to and including the day that the breach is notified.

Confidentiality
Bentin hereby agree to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relation to the client’s/customer's technology or other know-how business plans or finances or any such information relating to any subsidiary, supplier, customer or client of the client/customer and to deliver up to the client/customer all working papers, computer discs and tapes or other material and copies provided to or prepared by us or our employees should the current discussions terminate. Bentin further agree to procure that our employees observe the terms of this clause.

Applicability
Failing written agreement to the contrary, these terms and conditions override and prevail over the standard terms and conditions of business of clients/customers.

Severance
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.

Relationship
Unless otherwise explicitly stated, nothing in these Terms and Conditions or any Proposal or Contract constitutes, or will be deemed to constitute, a partnership between us nor will it constitute, or be deemed to constitute, either of us as the agent of the other of us for any purpose.

Authority
By requesting the Goods and/or Services on behalf of an organisation, you warrant and represent that you have the authority to bind that organisation to the Contract. By requesting Goods and/or Services on your own behalf, you warrant and represent that you are at least 18 years old.

Disclaimer
Except as expressly stated in these Terms and Conditions, Bentin does not give any representations, warranties or undertakings in relation to the Goods and/or the Services. Bentin does not make any warranty or representation as to the merchantability of the Goods and/or the Services or warrant that the Goods and/or the Services are of satisfactory quality, without defect or fit for any particular purpose. Any representation, condition or warranty which might be implied or incorporated into a Contract by reason of statute, common law or otherwise is excluded to the fullest extent permitted by law.

The nature of Internet communications means that our Services may be susceptible to data corruption, interception, non-availability and delays. The Services may also be unavailable from time to time due to repairs, maintenance or development work. You agree that Bentin has no obligation to provide support for the Services except as expressly set out on the service agreement.

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