Terms and Conditions

Application and entire agreement

1.    These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Mouse & Bear Solutions Ltd a company registered in England and Wales under number 9460829 whose registered office is at The Tithe, Abbey Manor Business Park, Preston Road, Yeovil, Somerset, BA20 2EN (we or us) to the person buying the services (you).

2.    Terms defined in our quotation shall apply in these Terms and Conditions. In the event of any conflicting provision between the quotation and these Terms and Conditions, the terms in the quotation shall prevail.

3.    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.

4.    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.

Interpretation

5.    A "business day" means any day other than a Saturday, Sunday or bank holiday.

6.    The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

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

Services

8.    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.

9.    We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

10.    All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

11.    You must obtain any permissions, consents, licences 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.

12.    If you do not comply with clause 10, we can terminate the Services.

13.    In order to protect our confidential information you must sign and deliver the mutual Confidentiality and Non-Disclosure Agreement in the form produced by us. 

14.    We are not 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).

15.    A Purchase Order (PO) is to be issued to Mouse & Bear Solutions Ltd, upon quote acceptance; or a contractual agreement is in place.

Fees and Deposit

16.    The fees (Fees) for the Services are set out in the quotation.

17.    In addition to the Fees, we can recover from you a) the cost of services provided by third parties and required by us for the performance of the Services, and b) the cost of any materials required for the provision of the Services.

18.    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 rate in effect at the time of performance or such other rate as may be agreed between us.

19.    The Fees may be inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

20.    Payment is due against the pre-agreed terms from the date of invoice, except pre-paid accounts which are due to prior to delivery and duties and taxes subject to individual terms. Payments may be made by funds transfer or as nominated. Customer is to pay all applicable taxes, duties, licenses, excises and tariffs levied upon the sale, purchase or delivery of the product(s). We reserve the right to require prepayment for the whole or part of the price of the services before accepting any order.

Cancellation and amendment

21.    We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started (including after the acceptance of a quotation), from the date of the quotation, (unless the quotation has been withdrawn).

22.    Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

23.    If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

24.    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 endeavours to keep any such changes to a minimum.

25.    The Purchase Order (PO) cannot be cancelled for Services that have commenced and are therefore chargeable.

Payment

26.    We will invoice you for payment of the Fees either:

• a.    when we have completed the Services; or
• b.    on the invoice dates and terms set out and agreed in the quotation.

27.    You must pay the Fees due within the payment terms of the date of our invoice or otherwise in accordance with any credit terms agreed between us. Time for payment shall be of the essence of the Contract.

28.    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 1.5% 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.

29.    All payments due under these Terms and Conditions must be made in full 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.

30.    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.

31.    Receipts for payment will be issued by us only at your request.

32.    All payments must be made in British Pounds or US Dollar unless otherwise agreed in writing between us.

33.    When you are making a Purchase, you may be given an option to prepay import taxes and customs duties that may be levied by the destination country. This can include any disbursement fees or similar fees that are imposed by the shipper, broker or customs authority of the destination country (collectively “Import Fees”).  We shall not be liable for the Import Fees under any circumstances unless these are specifically included in our quotation and you have paid us the full sum. We will make reasonable efforts to estimate the amount of Import Fees, however the estimate may be more or less than the final actual amount due and payable. We have no control over Import Fees and cannot always predict what the final amounts payable will be.

34.    If you choose not to pay the Import Fees and if you (or the recipient) subsequently refuse or fail to accept the delivery of the product(s), refuse or fail to pay the Import Fees and/or attempt to return the product(s) to avoid paying Import Fees: 1) The costs for shipping and/or handling will not be reimbursed; 2) You will be responsible for all charges resulting from the refusal or failure to pay the Import Fees; 3) You will not request that we reimburse you for any Import Fees paid; 4) You may have the option (depending on local laws and regulations) to be reimbursed by a governmental or other authority for some or all of the actual Import Fees; 5) Any portion owed to us, that we have not already collected, will be invoiced to you via the initial method of payment.

35.    Prior to us providing the Services you must pay any Import Fees on or before the due date in accordance with our quote. We reserve the right to terminate the Contract under clause 37 if the Import Fees are not paid when due.

Sub-Contracting and assignment

36.    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.

Termination

37.    We 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 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.

38.    On the termination of the Contract, howsoever terminated, you shall immediately pay to us all of our outstanding unpaid 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. Interest shall accrue as set out in clause 28 on any unpaid sums.

39.    Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Liability and Indemnity

40.    Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

41.    The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

42.    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 data; 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.

43.    We shall not be liable for any failure in providing the Services in the event that a bank or banks or any other institution refuses to transfer, refuses to accept or delays the transfer of funds for payment of the goods on the basis that the consignee for the goods is not the importer on the ‘letter of entry’. Any losses or costs arising in these circumstances shall be borne by you and we shall be under no obligation to collect any payment or settlement from the consignee for the goods. This shall not affect our right to invoice you for the Services we have provided to date.    

44.    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.

45.    Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party's control

46.    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: 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. 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.

Law and jurisdiction

47.    These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.