General Terms and Conditions
1. Services and Orders
1.1. The Order shall constitute an offer by you to purchase Requests for Quotes (RFQs) in accordance with these Conditions.
1.2. The Order shall be deemed to be accepted only when we receive the properly completed and approved Order and activate the same on our system.
1.3. We shall provide RFQs in the categories you have specified and subject to the filters and quantity caps you have specified, all as set out on the Order Form.
1.4. We shall provide RFQs electronically via the method agreed with you and set out in the Order Form. Subject to clause 3.3 and the other terms and conditions of the Agreement, you are licenced to use each RFQ from the date it is provided to you for the purpose of selling or attempting to sell your products or services that are in the categories set out on the Order Form, and only for this purpose . It is your responsibility to maintain your systems, including an internet connection and email, to ensure receipt of RFQs sent to you. We accept no responsibility for un-received RFQs due to spam filters or for any other reason beyond our control. For the avoidance of doubt all RFQs provided to you are shown in your Client Portal and we shall provide access to your Client Portal from the date of your first Order.
1.5. We shall endeavour to deliver the quantities of RFQs set out on the Order Form, however, we do not guarantee that we will provide the full number of RFQs that you have ordered.
1.6. If you require a change to be made to your Order, including, but not limited to, the categories, caps, filters or method of delivering the RFQs, you must promptly notify us via email. Once we have made the requested changes we will send you a new Order Form subject to these Conditions. We shall endeavour to make such changes as soon as possible but in any event within 48 hours. We shall have the right to make any changes to the Services which are necessary to comply with any applicable Law.
1.7. We reserve the right from time to time to change the data we collect in respect of the RFQs we provide to you, and to change the steps we take to qualify the RFQs (for example, from time to time we may modify our call scripts for telephone-qualified RFQs).
1.8. Without limiting the effect of clause 1.9, we do not warrant that the Services will be free from interruption, or that RFQs sent to you will result in any business, sales or revenue. We do not guarantee the specific detail of any RFQ you receive.
1.9. Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by law.
1.10. All Intellectual Property Rights in or arising out of the Services, including (without limitation) the RFQs, shall belong to us.
1.11. Each Order if accepted by us shall constitute a separate severable Agreement subject to these Conditions.
2. Price and Payment
2.1. You agree to pay the Charges in accordance with the billing frequency, credit terms, payment method and other payment terms set out in the Order Form. Time for payment shall be of the essence of the Agreement.
2.2. We will send you invoices setting out the Charges via email (to the email address supplied by you for such purposes).
2.3. You are not entitled to deduct or withhold payment of any sum payable to us for any reason including but not limited to; claim, counterclaim, credit, deduction, set-off, discount, damages or otherwise.
2.4. We reserve the right at any time to increase or otherwise change our Charges (including, without limitation, our RFQ prices) set out in the Order Form. We will give you 14 days prior notice by e-mail of any price increases or changes. We reserve the right to give priority to customers paying the highest RFQ price.
2.5. If, for any reason, you fail to pay the Charges or any other sum due to us under the Agreement by the due date for payment, we may, without prejudice to any other right or remedy available to us, charge you interest at the current rate set out under the Late Payment of Commercial Debts (Interest) Act 1998. We may also instruct our Global Collections Agents, Euler Hermes, part of the Allianz Group, to secure your debt, and you may also be required to pay a one-off charge to cover our costs per the Late Payment of Commercial Debts Regulations 2002 of up to ?100.
3. Your Obligations
3.1. You shall ensure that the terms of the Order are complete and accurate.
3.2. You agree to promptly contact all RFQs that you receive from us.
3.3. You shall not resell, pass on or otherwise use or disclose any RFQ or any information arising from or in connection with a RFQ, or use any RFQ or any information relating to a RFQ for any reason outside of the terms of your licence (as set out in clause 1.4 above) or any applicable Laws (including, without limitation, the Data Protection Act 1998 as amended).
3.4. You agree that you shall have the sole responsibility for the goods or services provided in relation to a RFQ and any complaints regarding those goods or services. In the event that you have a dispute with one or more RFQ(s) you shall indemnify and keep indemnified us, our Affiliates, agents and employees against any claims, demands, costs, expenses, losses and/or damages whatsoever arising out of or in any way connected with that dispute.
3.5. You shall not inform or imply to any person by any means that you are acting on behalf of us or that we have approved of or endorsed you or your goods or services.
3.6. You shall not attempt to reverse engineer, decompile, disassemble or modify any software or programmes which we provide to allow you to access your RFQs (including the Client Portal), and you shall not use any software or programmes that will or may corrupt any programmes or software which we provide (including the Client Portal).
3.7. You shall cooperate with us, and provide us with all information and assistance we may require from time to time, in connection with the provision of the Services.
3.8. The Agreement has been accepted by and is binding on you, having been entered into by a duly authorised representative or agent on your behalf.
3.9. You shall comply with the Data Protection Act 1998 and all applicable Laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, and the equivalent of any of the foregoing in any relevant jurisdiction.
3.10. You shall indemnify and hold indemnified us and our Affiliates, agents and employees from and against any costs, claims, expenses, demands, losses or damages arising out of or in connection with you breaching clause 3.9.
3.11. You shall not, either during the term of this Agreement or for six (6) months thereafter:
employ or engage or otherwise facilitate the employment or engagement of; or
offer to employ or engage or otherwise endeavour to entice away from us;
any person employed or engaged by us and with whom you dealt during the term of this agreement or in the six (6) months before the commencement of this Agreement.
3.12. The restrictions imposed on you by clause 3.11 apply to you acting directly or indirectly, and on your own behalf or on behalf of, or in conjunction with, any other person, company or firm.
4. Cancellation, Suspension and Termination
4.1. Either Party may terminate the Agreement with immediate effect by giving notice to the other Party.
In the case of you giving notice, notice should be given by email to your account manager and
cancellation@quote4drones.com. The Agreement shall not terminate unless and until you receive written confirmation from us. If you do not receive such confirmation within 48 hours, the Agreement will be deemed to have terminated.
4.2. If you fail to pay us any amount due under the Agreement by the due date for payment, or materially breach any of your obligations under the Agreement, or fail to remedy any breach of the Agreement within fourteen (14) days of being asked to do so, or pass a resolution for winding up, or a court of competent jurisdiction makes an order for your winding up or dissolution, it shall be considered an "Event of Default".
4.3. If an administration order is made in relation to you, or a creditor takes possession of or sells any of your assets, or you are unable to pay your debts, or you become insolvent, or you cease or threaten to cease to carry on business, or any similar event occurs, or we have reasonable grounds to believe any of the events listed in 4.2 or 4.3 have occurred or are reasonably likely to occur, it shall be considered an Event of Default.
4.4. On the occurrence of an Event of Default we may (at our option, and without limiting our other rights or remedies) (a) suspend the provision of the Services and cease providing you with RFQs until such time as the default is remedied in our sole discretion, or (b)terminate the Agreement with immediate effect upon written notice at any time on or after the date the Event of Default occurred. In the event of the suspension of the Services or
the termination of the Agreement, for any reason, you shall immediately cease using any RFQs that you have not paid for. For the avoidance of doubt, any RFQ relating to any previous invoice which you have paid shall remain under licence to you per these Conditions.
4.5.The termination of the Agreement shall not affect either Party s accrued rights or obligations.
4.6. If we cease providing the Services following an Event of Default, and if, subsequently, we agree to reactivate the Services, then we may charge you an administrative fee of £20 + VAT in relation to the reactivation of the Services.
4.7. On termination of the Agreement for any reason:
(a) you shall immediately pay to us all outstanding invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
5. Limitation of Liability
5.1. Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.2. Subject to clause 5.1, we shall, under no circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of business, business opportunities, sales, revenue or turnover:
(b) loss of agreements or contracts;
(c) loss of anticipated savings or wasted expenditure;
(d) loss of damage to reputation or goodwill;
(e) loss of use or corruption of hardware, software, data or information;
(f) loss of profits; or
(g) indirect or consequential loss; arising under or in connection with the Agreement.
5.3. Subject to the clause 5.1, our total aggregate liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total charges paid by you to us during the three (3) month period immediately preceding the date on which the liability arose.
6. Confidentiality
6.1 Each Party agrees to keep all Confidential Information relating to the other Party confidential and only for use in connection with their respective
obligations under the Agreement, unless such information is already in the public domain (other than through a breach of this condition), or lawfully obtained
by a third Party, or is already in the possession of the other Party or that either Party may be required to disclose as a matter of law.
7. Application of Terms
7.1. These Conditions apply to the Agreement to the exclusion of all other terms or conditions, including (without limitation) any terms or conditions which you may believe apply under any purchase order, confirmation of order, specification or any other document, or which are implied by trade, custom, practice or course of dealing.
7.2. The Agreement constitutes the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Agreement.
7.3. We reserve the right to make changes to these Conditions from time to time. If any changes are made, the latest version of the Conditions will be sent to you, and all Orders will be subject to the latest version of the Conditions from the date of being sent.
7.4. The Agreement shall commence on the date stated on the Order Form and shall continue unless and until it is terminated in accordance with the Agreement.
7.5. If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
8. General
8.1. Any failure or delay by either Party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
8.2. We reserve the right to, at any time, assign, charge, subcontract, transfer or deal in any other manner with all or any of our rights under the Agreement, and we may subcontract or delegate in any manner any or all of our obligations under the Agreement to any third party or agent. You may not assign, charge, subcontract, transfer or deal in any other manner with all or any of your rights or obligations under the Agreement without our prior written approval.
8.3. We shall not be liable to you as a result of any delay or failure to perform our obligations under the Agreement as a result of any event beyond our reasonable control, including (but not limited to) strikes, lock-outs or other industrial disputes, act of God, war, riot, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.
8.4. A person who is not a party to the Agreement shall have no rights under or in connection with it.
8.5. The Agreement and any dispute arising out of or in connection with it or its subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
8.6. The Parties to the Agreement irrevocably agree, for the sole benefit of the Parties, that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement, its subject-matter or formation (including non-contractual claims).
9. Definitions and Interpretations
9.1. In these Conditions the following terms shall have the following meanings:
"Affiliates" means any of our affiliated companies, parent or holding companies, subsidiaries or any other entity that directly or indirectly controls, is controlled by, or is under common control with us;
"Agreement" means the contract made between the Parties for the purchase and provision of Services, which incorporates the Order Form and these Conditions;
"Charges" means our charges (which we may increase from time to time in accordance with clause 2.4) for supplying the Services as set out in the Order Form;
"Client Portal" means the online portal where you can view the full list of all RFQs provided to you;
"Conditions" means these General Terms and Conditions; the relevant Special Terms and Conditions; and such other terms and conditions as may be notified to you by us from time to time;
"Confidential Information" means any non-public information disclosed to either Party, whether orally, in writing, through any means of communication, by or on behalf of the disclosing Party;
"Intellectual Property Rights" means all intellectual property rights of any nature whatsoever, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, including, without limitation, patents, copyright, trademarks, business names, domain names, rights in designs, rights in software, database right, and rights in confidential information (including know-how and trade secrets);
"Law" means any law, statute, regulation, or any other means, including any subordinate legislation, having force of law by way of government or regulatory authority in all cases as amended, re-enacted, replaced and supplemented;
"Order" means the order, submitted by you to us, for the Services, as set out on the Order Form;
"Order Form" means our standard order form that you will be asked to complete and agree to when making an Order with us, and which sets out the details of the Services to be provided by us and which incorporates and is subject to these Conditions;
"Party" and "Parties" means (as appropriate) any reference to you and/or us;
"Request for Quotes" and "RFQs" means the name and contact details of a third party who has requested a quote for a product or service of yours in a particular category.
"Services" means our provision of RFQs to you, as set out on the Order Form, and such other services that the Parties may agree and set out on the Order Form;
"we" means Quote 4 Drones whose registered office is at Block E, Southgate Office Village, 286a Chase Road, Southgate, London, N14 6HF, who is entering into the Agreement, and "us", "our" and "ours" shall be construed accordingly;
"you" means the natural or legal entity that is entering into the Agreement (as specified on the Client Portal, Order Form or other communication from you to us) and "your" and "yours" shall be construed accordingly.
9.2. In these Conditions, the following rules shall apply:
(a) headings are solely for ease of use and will not affect the construction or interpretation of these Conditions;
(b) words in the singular shall include the plural, and vice versa;
(c) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d) a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Special Terms and conditions
10. Disputed RFQs
10.1. We do not warrant that any RFQs sent to you will result in the purchase of your product or service. If you believe that any specific RFQ sent to you should not have been sent to you because it is outside of the categories, caps, and filters you have subscribed to, or because you believe it should not have been qualified by us, then you may raise a dispute through the Client Portal.
10.2. Disputes can only be raised through the Client Portal and you can only dispute a RFQ within 10 days of when we have provided that RFQ. For the avoidance of doubt, disputes raised by email or telephone or more than 10 days after the RFQ was provided to you will not be considered. For the avoidance of doubt we will only review specific disputes (raised against specific RFQs) rather than any general feedback.
10.3. Our Customer Services department will investigate your dispute as soon as possible. If in our sole opinion the disputed RFQ should not have been sent to you because it is outside of the categories, caps, and filters you have subscribed to, or should not have been qualified by us, then we will approve your dispute, and you will receive a credit for the disputed RFQ. Our Customer Services team will inform you of the outcome of each dispute.
10.4. Credits will appear on the next invoice after the date on which the dispute is approved. This may mean that the credit appears on the next invoice rather than on the same invoice as the original (disputed) lead. For clients invoiced on a monthly basis disputes must be raised on or before the 25th of the month in order for any credits to be included in the current month s invoice.
