Terms and Conditions

Website Terms and Conditions of Use
Access to and use of the Rove website (hereafter known as ‘the website’) is provided by rove subject to the following terms:

By using the website you agree to be legally bound by these terms, which shall take effect immediately on your first use. If you do not agree to be legally bound by all the following terms please do not access and/or use the website.

a) Rove may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes. Your continued use of the website after changes are posted means you agree to be legally bound by these terms as updated and/or amended.

b) All material on this site is copyright Rove unless otherwise stated. You are permitted to view the contents of this site on screen. You are also permitted to make copies of reasonable extracts from the site for your personal use or private study and to save reasonable extracts to your local hard disk for your personal use or private study. It is strictly forbidden to copy any material from this website for commercial use (other than as necessary for the purpose of viewing the site in the course of business). You also agree not to adapt, alter or create a derivative work from any rove content except for your own personal, non-commercial use. Any other use of Rove content requires the prior permission of Rove. If you have any queries regarding use of material on our website, please contact us at info@roveconsultancy.co.uk.

c) The Rove logo must not be used to link to our site or in other ways represent Rove on other websites without explicit permission from rove. The only exceptions to this rule are for associated rove Partners and Affiliates.

d) You are welcome to link to material on the Rove website so long as appropriate credit is given in the link title. You may not link to images or other downloadable resources unless explicit permission from rove has been sought, or it falls under the general copyright statement above. Please note we do not have a generic ‘links’ page. We link to other sites as and when we feel it adds value to the content on our site. The decision to link is an editorial one. We do not generally link to commercial enterprises of any nature except those that we have an affinity partnership with.

e) Content on the Rove website, including the information, names, images, pictures, logos and icons regarding or relating to Rove, its services (or to third party products and services), is provided without any representations or any kind of warranty made (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

f) Rove will not be liable for any damages, including indirect or consequential damages, or any damages arising from use or loss of use, data or profits, arising from or in connection with the use of the website. Although we will do our best to provide constant, uninterrupted access to the website, we do not guarantee this. We accept no responsibility or liability for any interruption or delay.

g) Rove does not warrant that functions contained in the website’s content will be uninterrupted or error free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs. You must take your own precautions in this respect as we accept no responsibility for any infection by virus or other contamination or by anything which has destructive properties.

h) The presentation of material on this website and the geographical designations employed do not imply the expression of any opinion whatsoever on the part of Rove concerning the legal status of any country, territory or area, or concerning the delimitation of its frontiers or boundaries.

i) Cookies – A cookie is a small information file that is sent to your computer and is stored on your hard drive. If you have registered with us then your computer will store an identifying cookie which will save you time each time you re-visit rove by remembering your email address for you. You can change the settings on your browser to prevent cookies being stored on your computer without your explicit consent.

These terms shall be governed by and interpreted in accordance with the laws of England and Wales.

TERMS AND CONDITIONS OF SERVICE

1. Application

1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.

1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement”

means any agreement between the Service Provider and the Client entered into by the same which is subject to these Terms and Conditions;

“Business Day ”

means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);

“Client”

means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Service Provider;

“Commencement Date”

means the commencement date for the Agreement as set out in the same;

“Fees”

means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment;

“Services”

means the services to be provided by the Service Provider to the Client as set out in the Schedule;

“Service Provider”

means RoVE; and

“Terms of Payment”

means the terms of payment of Fees as set out in the Schedule.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4 a Schedule is a schedule to these Terms and Conditions; and

2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3. The Services

3.1 With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the Services to the Client.

3.2 The Service Provider will use reasonable care and skill to perform the Services.

3.3 The Service Provider shall use all reasonable endeavours to complete its obligations under these Terms and Conditions, but time will not be of the essence in the performance of these obligations.

4. Fees

4.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.

4.2 In addition the Service Provider shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

4.3 The Client will pay the Service Provider for any additional services provided by the Service Provider that are not specified in the Schedule in accordance with the Service Provider’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.

4.4 All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.

5. Payment

5.1 All payments required to be made pursuant to these Terms and Conditions by either Party shall be made within 30 days net of the date of the relevant invoice in GBP in cleared funds to such bank in UK as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

5.2 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then the Service Provider shall, without prejudice to any right which the Service Provider may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 15% plus VAT and 8% rate plus the base rate of The Bank of England from time to time on any sum due and not paid on the due date until such sum is received in full. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.

6. Variation and Amendments

6.1 If the Client wishes to vary any details of the Schedule he must notify the Service Provider in writing as soon as possible. The Service Provider shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

6.2 If, due to circumstances beyond the Service Provider’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. The Service Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

7. Termination

7.1 The Service Provider may terminate the Agreement immediately if:

7.1.1 the Client is in breach of any of his obligations hereunder;

7.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with his creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of his undertakings or assets;

7.1.3 the Client has become bankrupt or shall be deemed unable to pay his debts by virtue of Section 123 of the Insolvency Act 1986;

7.1.4 the Client ceases or threatens to cease to carry on business; or

7.1.5 any circumstances whatsoever beyond the reasonable control of the Service Provider (including but not limited to the termination of the Services through no fault of the Service Provider) arise that necessitate for whatever reason the termination of the provision of Services.

7.2 In the event of termination under sub-Clause 7.1 the Service Provider shall retain any sums already paid to it by the Client without prejudice to any other rights the Service Provider may have whether at law or otherwise.

8. Sub-Contracting

Either Party may sub-contract the performance of any of its obligations under these Terms and Conditions without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under these Terms and Conditions to any person with the prior consent of the other Party, the sub-contracting Party shall not be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.

9. Liability

9.1 If the Service Provider fails to perform the Services with reasonable care and skill it will carry out remedial action at no extra cost to the Client.

9.2 The Client shall indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.

9.3 The Service Provider shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Service Provider’s obligations if the delay or failure was due to any cause beyond the Service Provider’s reasonable control.

10. Force Majeure

Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Terms and Conditions 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: power failure, Internet Service Provider failure, 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.

11. Waiver

11.1 No waiver by the Service Provider of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.

11.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

12. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

13. Copyright

The Service Provider reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities. The Service Provider reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

14. Notices

14.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

14.2 Notices shall be deemed to have been duly given:

14.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

14.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

14.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

14.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

14.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

15. Law and Jurisdiction

15.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.