Terms of Business
These terms of business set out the conditions, under which Walters Organisational Logistics will conduct its business, the following definitions apply for the entirety of these terms of business:
- “Client” - means the individual, firm, company or body conducting business with Walters Organisational Logistics.
- “Contract” - means a contract, subject to these conditions, unless specifically stating otherwise, for the provision of business conducted between Walters Organisational Logistics and the Client. The Contract will be drawn up to cover the requirements referred to in the Quotation, as confirmed and accepted as accurate and complete by the Client upon their return of the confirmation and acceptance slip from their Quotation. A Contract only becomes valid once it has been signed and dated by both the Client and Walters Organisational Logistics, and will only be signed by Walters Organisational Logistics once any required deposit has been received.
- “Consultation” - refers to a meeting/correspondence between Walters Organisational Logistics and the Client, during which the requirements of the Client will be noted, analysed and evaluated – no quotation will be issued without a Consultation of some form being conducted by Walters Organisational Logistics.
- “Quotation” - is a document (incorporating these conditions) provided by Walters Organisational Logistics to the Client with respect to business to be conducted. This Quotation will be based on the Consultation with the Client, and based around the analysis of requirements captured by Walters Organisational Logistics. No Contract will exist unless Walters Organisational Logistics receives the confirmation and acceptance slip signed on behalf of the Client.
- “Business” - refers to the services required by the Client to be carried out by Walters Organisational Logistics, as featured in the Quotation and subsequent Contract between Walters Organisational Logistics and the Client.
- Any Quotation provided by Walters Organisational Logistics is not any affirmation that any work specified in the Quotation has or will at that point be undertaken, and a Contract for any such work will not exist until the Client has returned the confirmation and acceptance slip along with any required deposit. Once these have been received a Contract will be generated for the work specified within the Quotation, and will be binding once the Contract has been signed and dated by both the Client and Walters Organisational Logistics.
- Any valid Contract will be subject to these terms and conditions. Any terms or conditions imposed by any Client shall have no effect unless confirmed and accepted in writing by Walters Organisational Logistics, and any terms or conditions referred to within any Contract which are in addition to these, or which contradict any of these terms or conditions, are only valid once the Contract is valid, and only apply to that particular contract, until the work is completed.
- In returning the confirmation and acceptance slip from any quotation, the Client is confirming that the requirements captured and detailed within the Quotation are both accurate, and represent the work to be carried out in its entirety. The Client also agrees that upon returning their confirmation and acceptance slip, that they have read, and agree with these terms and conditions.
- By signing and dating a Contract, the Client validates the work to be carried out as accurate and fully representative of all work required. The Client accepts that any changes they request after any Contract is valid are in addition to the contracted work and therefore depending on the work to be conducted, may induce more charges to be paid.
- If any such request for additional work is received, it will be confirmed and a quotation will be supplied for the additional work, should the Client choose to accept the new price, then an addendum to the Contract will be added, which will require validating. No additional work will be carried out by Walters Organisational Logistics without the Client agreeing to it.
- These terms and conditions unless expressly directed to any particular product or service, shall apply to all services offered by Walters Organisational Logistics.
- If a deposit is specified within a quotation, then this deposit needs to be paid by the Client upon return of their confirmation and acceptance of the quotation – this deposit is a non-refundable sum totalling 10% of the quotation.
- The Client is only required to pay a deposit if their quotation specifies one, the 10% amount will be calculated within the quotation, and the value required will be stated within the quotation.
- Walters Organisational Logistics will invoice the Client for all works carried out immediately upon completion of the Contract.
- Invoices will be payable by the Client within 28 days of the date on the invoice.
- Invoices are payable by Cheque, Bankers Draft, Cash – on premises only – or by direct transfer to the bank account of Walters Organisational Logistics. For contracts specifying a monthly payment, payments can be made by Direct Debit or Standing Order at the discretion of the Client.
- All payments to Walters Organisational Logistics are due in Pounds Sterling (GBP).
- If no payment has been received within 21 days of the date on the invoice, a second invoice and reminder will be generated and provided to the Client.
- For any Contracts not specifying an on-going monthly charge; if the Client fails to pay any amount due to Walters Organisational Logistics within the 28 day credit period noted on their invoice, default interest at the rate specified by the Late Payment of Commercial Debts Act 1998 shall be added to outstanding debt for the period from the day after the due date, until the day of receipt. Compensation depending on the size of the debt specified by the Late Payment of Commercial Debts Act 1998 will also be added to the debt, together with any reasonable and proper amount to include legal fees, incurred by Walters Organisational Logistics in seeking to recover payment owed by the Client.
- For any Contracts specifying an on-going monthly charge; if the Client fails to pay one of their monthly instalments on the due date whether paying by direct debit, standing order, or manually each month, then Walters Organisational Logistics will inform the client of this, on the first day after the scheduled payment date and inform them of their 5 working day grace period. If the Client arranges to pay any debt owed within the grace period, they will be charged a late payment fee totalling 50% of their standard monthly payment in addition to the money owed. If the Client fails to reply to any contact requests from Walters Organisational Logistics and fails to pay the owing debt, then at close of business on the final day of their grace period, the service for which the payment has not been made will be discontinued, and default interest at the rate specified by the Late Payment of Commercial Debts Act 1998 shall be added to outstanding debt for the period from the day after the due date, until the day of receipt. Compensation depending on the size of the debt specified by the Late Payment of Commercial Debts Act 1998 will also be added to the debt, together with any reasonable and proper amount to include legal fees, incurred by Walters Organisational Logistics in seeking to recover payment owed by the Client. Walters Organisational Logistics will accept no liability for any loss of service, revenue or business for the Client resulting from the service discontinuation caused by the Client failing to pay debt owed.
- Walters Organisational Logistics acknowledges that any business that is undertaken for any Client shall be conducted with reasonable skill and care.
- Walters Organisational Logistics acknowledges that any business that is undertaken for any Client shall be conducted in accordance with good industry practice.
- Walters Organisational Logistics agrees and acknowledges that it will not conduct any business for any Client for which Walters Organisational Logistics are either not fully insured, or competently able to complete within our trade.
- Walters Organisational Logistics agrees and acknowledges that any Client will be informed if they do not require services from Walters Organisational Logistics in order to meet their requirements or fulfil their needs. Walters Organisational Logistics endeavours to inform any Client upon an enquiry whether or not our services are required, however reserves the right to conduct a consultation in order to ascertain if this is the case.
- Any price provided within a quotation will be subject to the period of validity detailed within the quotation after; this period the price and therefore Quotation is no longer valid.
- Any price changes which come into effect for on-going services will be notified to the Client in writing a minimum of 10 working days prior to the change date.
- If the Client has any element of text, media (to include video, image or audio) which they provide to Walters Organisational Logistics for inclusion in contracted design of any Website or Typography, the Client, by signing and validating their Contract unconditionally guarantees that these elements are either owned by the Client, or that the Client has permission from the copyright holder to use each of these elements as required. The Client also guarantees that they will not pursue, but instead protect and defend Walters Organisational Logistics should any claim arise or proceedings be issued regarding the use of any such elements as supplied by the Client.
- The intellectual property rights of any file, text, media or publication upon completion of any Contract, will remain the intellectual property of Walters Organisational Logistics, unless the Contract specifies otherwise.
- For any files, text, media, publications, code, techniques, concepts or ideas for which Walters Organisational Logistics retain the intellectual property, Walters Organisational Logistics is free to reproduce, use for the any purpose of services offered, display or exhibit any element, including for the purposes of developing, selling or marketing products or derivative works incorporating any element.
- Walters Organisational Logistics will endeavour to improve your ranking in Search Engine results if instructed to work on Search Engine Optimisation, however success can in no way be guaranteed, and the ability of Walters Organisational Logistics to promote your website will depend on numerous factors, some of which are beyond the control of both Walters Organisational Logistics and the Client. Conversely the Client shall not hold Walters Organisational Logistics responsible for any negative shift in the search engine ranking of any part of their website, on any search engine.
- If Walters Organisational Logistics is Contracted to source and setup a domain name, to source hosting solutions other than our own, or to provide email mailboxes, this will be done through 123-reg. Should Walters Organisational Logistics source, provide, setup or support any of these solutions on behalf of a Client, then the Client is subject to the Terms and Conditions of 123-Reg.
- Any domain names registered on behalf of Clients whether setup on Walters Organisational Logistics hosting solution or otherwise, will have their renewal dates recorded, and the Client will receive a notification one month before their domain name is up for renewal. Domain names will not be renewed without the Clients direct authorisation in response to this notification.
- Walters Organisational Logistics accepts no responsibility or liability for any loss financial or otherwise, which is as a result of receiving no instruction from a Client to renew a domain name on their behalf.
- Walters Organisational Logistics endeavours to inform any affected Clients of any service outages which could disrupt the services supplied by Walters Organisational Logistics, however accepts no responsibility or liability for any loss financial or otherwise, which is caused by service outages that have not been caused, and cannot be remedied directly by Walters Organisational Logistics.
Delivery & Completion Dates
- Walters Organisational Logistics undertakes to complete any business within the time frame agreed with the Client, however any agreed time frames are based on planned workloads, and therefore approximate only, however Walters Organisational Logistics agrees to keep any Client up to date with progress upon the Client’s request or should any time frames look to be unachievable.
- Walters Organisational Logistics will not be liable under any circumstances for the consequences of any delay in the delivery or completion of any business unless this is directly caused by negligence on the part of Walters Organisational Logistics.
- No delay of which the Client has not been previously warned of will entitle the Client to reject any delivered or completed business or to any compensation, and does not entitle the Client to default or repudiate any validated Contract.
- In accepting any Contract, the Client acknowledges and agrees that Walters Organisational Logistics will conduct any business required based on the information provided to them and agreed as accurate and complete upon acceptance of the Contract by the Client.
- Upon the completion of any business Walters Organisational Logistics shall inform the Client, whose responsibility it will be to review before approving the work which has been carried out, including the spelling of any names, addresses, telephone numbers or email addresses, before giving Walters Organisational Logistics their approval.
- Walters Organisational Logistics will have no liability to any Client for any inaccuracies in any work, after the Client has approved its completion. Any amendments after the approval of any work, constitute a new agreement between Walters Organisational Logistics and the Client, and may therefore result in a new Contract.
- It is the responsibility of the Client to inform Walters Organisational Logistics of any event of insolvency, or inability whether current or forecast to pay any debts as they fall due. Walters Organisational Logistics reserves the right to terminate any Contract immediately in the event that they are made aware of any such situation directly or indirectly (after further consultation with the Client).
- Walters Organisational Logistics reserves the right to suspend or terminate (whether temporarily or permanently) the supply of any goods under any Contract should the Client fail to make any payment due, and fail to make amends for this during their grace period (if applicable in the Contract which the Client is in breach of).
- Walters Organisational Logistics reserves the right to terminate any Contract immediately and without any liability for compensation monetarily or otherwise, or any form of damages, by means of written notice, should the Client fail in any of their contracted obligations.
- The Client will not be able to transfer or assign any material or content produced or supplied by Walters Organisational Logistics without obtaining prior written consent from Walters Organisational Logistics.
- Walters Organisational Logistics may at times require the ability to sub-contract business; however no business will be subcontracted without the prior written consent of the Client.
- Any notice served to Walters Organisational Logistics by any Client, under both the terms of their Contract and the terms of these conditions, will be acknowledged within 72 hours of service.
- Any notice served from Walters Organisational Logistics whether served by us or a third party will be served by the joint means of first class post and email, and will be served in person if not acknowledged within 14 days.
- Should any clause of these conditions be termed as invalid, illegal or un-enforceable in any way, this should not affect the validity, legality or enforceability of any of the other conditions.
- Any Contract between Walters Organisational Logistics and a Client will be governed by, conducted and construed in all aspects in accordance with English law and both the Client and Walters Organisational Logistics submit to the exclusive jurisdiction of the English courts.
Last updated & valid from April 2012