1. Application and entire agreement
1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Honeycomb PA Services a company registered in England and Wales under number 12352529 whose registered office is at Manor House, 35 St Thomas's Road, Chorley, Lancashire, PR7 1HP (we or us or Service Provider) to the person buying the services (you or Customer).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us. You should print or otherwise save a copy for your records.
1.3 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
1.4 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
1.5 The instruction to proceed with our quotation constitutes as an ‘order’ by the Customer to purchase Services in accordance with these conditions.
1.6 The ‘order’ is only deemed to be accepted when the Service Provider issues written acceptance confirmation via email, or via a work schedule (if applicable) of the order at which point and on which date a contract shall come into existence (commencement date).
1.7 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.8 Any descriptive matter or advertising issued by the Service Provider, and any descriptions or illustrations contained on the Service Provider’s website or advertising material are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not from par of these terms and conditions or have any contractual force.
1.9 The Service Provider reserves the right to vary these terms and conditions at any time and upon notice to you.
2. Interpretation
2.1 A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
2.4 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be constructed as illustrative and shall not limit the sense of the words preceding those terms.
3. Services
3.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time/dates shall be estimates only and not be the essence for the performance of our Services.
3.3 The Service Supplier shall supply the Services to the Customer. The Service Supplier’s normal working hours are 9am to 5pm Monday to Friday.
3.4 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
4. Your obligations
4.1 You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
4.2 If you do not comply with clause 4.1, we can terminate the Services.
4.3 The Customer must ensure that the Services requested of the Service Provider are complete and accurate and the Services Supplier has been briefed on all material aspects to enable them to commence work. To also include full co-operation with the Service Provider in all matters relating to the Services.
4.4 If the Service Providers performance of any of its obligations under these terms and conditions are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligations will be deemed as Customers Default
4.5 The Service Provider will not be liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
4.6 We are not liable for any costs or losses sustained or incurred by the Customer arising directory or indirectly from the Services Providers failure or delay to perform any of its obligations as set out in this section (Your obligations)
4.7 The Customer shall reimburse the Services Provider on written demand for any cost or losses sustained or incurred by the Service Provider arising directly or indirectly from the Customers default and all provisions of this section (Your obligations).
5. Fees
5.1 The fees (Fees) for the Services are set out in the quotation and are on a time basis and calculated in accordance with the Service Providers standard rates of £25 - £30 per hour, unless stated otherwise.
5.2 The Services Providers standard rates per hour for each Customer are calculated on the basis of a seven-hour day from 9.00am to 5.00pm worked on Business Days.
5.3 The Service Provider reserves the right to increase its standard rates per hour and daily fee rates and will provide the Customer with written notice of any such increase 30 days before the proposed date of the increase.
5.4 In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services (stationery, postage etc.) and any other administrative costs reasonably incurred by us as part of the provision of the Services will be invoiced at costs in addition.
5.5 You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 5.4 also apply to these additional services.
5.6 The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
6. Cancellation and amendment
6.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
6.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
6.3 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the Fees and invoiced to you.
6.4 If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.
7. Payment
7.1 The Service Provider will invoice the Customer on completion of the Services, or on pre-agreed intervals (weekly/monthly for example - depending on the length of Service contract in place).
7.2 You must pay the Fees submitted within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us; and in full and cleared funds to a bank account nominated in writing by the Service Provider.
7.3 Time for payment shall be of the essence of the Contract.
7.4 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
7.5 All payments due under these Terms and Conditions must be made in full by the Customer without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7.6 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
7.7 Receipts for payment will be issued by us only at your request.
7.8 All payments must be made in British Pounds unless otherwise agreed in writing between us.
8. Sub-Contracting and assignment
8.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party or agent.
8.2 You must not, without our prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
9. Termination
9.1 Without limiting our other rights or remedies, the Service Provider can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
9.2 The Customer can terminate the provision and supply of the Services, by written notification to the Service Provider, with no less than 14 days’ notice, before the start of any commencement date. Any termination of the provision and supply of Services after the commencement date will be charged at 25% of the order/quotation value, or for any Services (including expenses) already supplied by the Service Provider but for which no invoice has been submitted, whichever is the greater value. This is to be paid by the Customer immediately upon receipt.
9.3 Upon termination (by either parties) the Customer shall immediately pay to the Service Provider any outstanding unpaid invoices and interest.
10. Intellectual property
10.1 We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
11. Liability and indemnity
11.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort (including negligence) or misrepresentation or otherwise, shall be limited as set out in this section.
11.2 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract for services in the 12 months preceding any settlement o adjudication of any claim.
11.3 The terms implied by sections 3 to 5 of the Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.
11.4 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits; loss of anticipated profits; loss of business; loss of sales; loss of use or corruption of software, data or information; loss of agreements or contracts; loss of reputation or goodwill; business interruption; or, other third party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
11.5 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
11.6 Nothing in these Terms and Conditions shall limit or exclude our liability for:
a) death or personal injury caused by our negligence, or the negligence of its employees, agents of subcontractors; or
b) or for any fraud or fraudulent misrepresentation; or
c) for any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quite possession); or
d) for any other matters for which it would be unlawful to exclude or limit liability.
11.7 The Service Provider endeavors at all times to ensure the accuracy of the completed work supplied to you, it is the Customer’s responsibility to verify its accuracy upon receipt and the Service Provider shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies. Any errors notified to the Service Provider within 14 days of completion will be rectified by them free of charge.
11.8 The Customer agrees that the Service Provider may communicate with them by email sent without encryption over the internet. The Service Provider shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading or emails, including any attachments, nor shall they be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means.
11.9 Clause 11 shall survive termination of these terms and conditions.
12. Data Protection
12.1 When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
12.2 The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
12.3 For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
12.4 The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
12.5 The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or adviser's on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
12.6 The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
12.7 Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found https://www.honeycomb-pa.co.uk/privacy-policy for the privacy policy. For any enquiries or complaints regarding data privacy, you can email: info@honeycomb-pa.co.uk
13. Circumstances beyond a party's control
13.1 Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
14. Communications
14.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
14.2 Notices shall be deemed to have been duly given when sent, by email and a successful transmission report of return receipt is generated.:
14.3 All notices under these Terms and Conditions must be addressed to the most recent email address notified to the other party.
14.4 The provision of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15. No waiver
15.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
16. No Partnership.
15.1 Nothing is intended to or shall be deemed to constitute a partnership or join venture of any kind between the parties, nor constitute agency of another party for any purpose and neither party can bind the other.
17. Variation
17.1 No variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18. Severance
18.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If this is not possible then that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
19. Law and jurisdiction
19.1 This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Copyright © 2020 Honeycomb Remote PA Services - All Rights Reserved.
Registered as a Limited Company in England and Wales No. 12352529.
Registered Office: Manor House, 35 St Thomas’s Road, Chorley, Lancashire, PR7 1HP