GCS Terms & Conditions

Definitions:
1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Charges: the charges payable by the Customer for the supply of the Services in accordance with this agreement and the Commercial Proposal.
3. Commercial Proposal: the commercial proposal sent to the Customer detailing the Services to be provided.
4. Contract: the contract between GCS and the Customer for the supply of Services in accordance with this Agreement.
5. Customer: the customer who purchases Services from GCS as detailed in the Commercial Proposal.
6. Deliverables: the deliverables set out in the Order produced by GCS for the Customer.
7. Order: the Customer's written acceptance of GCS's Commercial Proposal.
8. Services: the services, including the Deliverables, supplied by GCS to the Customer as set out in the Commercial Proposal.
9. Specification: the description or specification of the Services provided by GCS to the Customer.

Basis of contract
1. The Order constitutes an offer by the Customer to purchase Services in accordance with the terms of this Agreement.
2. The Order shall only be deemed to be accepted when GCS issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. The terms of this Agreement apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4. Any quotation given by GCS in a Commercial Proposal shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

Supply of Services
1. GCS shall supply the Services to the Customer in accordance with the Specification in all material respects.
2. GCS shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. GCS reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and GCS shall notify the Customer in any such event.
4. GCS warrants to the Customer that the Services will be provided using reasonable care and skill. The warranties, representations (and where applicable, warranties) set out in this clause are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement. Without limitation, GCS specifically denies any implied or express representation that the Services will be fit for any purpose or use other than that specifically stated by GCS in writing in the Documentation. GCS shall not be held liable for any losses, damages, costs, or expenses incurred by the Customer from the use of the Deliverables or reliance on the information obtained and the Customer releases and shall defend GCS against any claims, demands, liabilities, or damages arising out of or related to the use of the Deliverables.

Customer's obligations
1. The Customer shall: (a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate; (b) co-operate with GCS in all matters relating to the Services; (c) provide GCS, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by GCS; (d) provide GCS with such information and materials as GCS may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (f) keep all materials, equipment, documents and other property of GCS (GCS Materials) at the Customer's premises in safe custody at its own risk, maintain GCS Materials in good condition until returned to GCS, and not dispose of or use GCS Materials other than in accordance with GCS's written instructions or authorisation.
2. If GCS's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, GCS shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays GCS's performance of any of its obligations;
  2. GCS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GCS's failure or delay to perform any of its obligations as set out in this clause 4.2; and
  3. the Customer shall reimburse GCS on written demand for any costs or losses sustained or incurred by GCS arising directly or indirectly from the Customer Default.

Charges and payment
1. Unless otherwise stated in the Commercial Proposal and Order, the Charges for the Services shall be calculated on a time and materials basis:
  1. the Charges shall be calculated in accordance with GCS's daily fee rates, as set out in the Order;
  2. GCS's daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
  3. where stated in the Order, GCS shall be entitled to charge an overtime rate above the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in the Commercial Proposal; and
  4. GCS shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom GCS engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by GCS for the performance of the Services, and for the cost of any materials, subject to agreement in advance on such costs between the parties.
2. GCS shall invoice the Customer on completion of the Services or in arrears as detailed in the Commercial Proposal.
3. The Customer shall pay each invoice submitted by GCS: (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by GCS. Time for payment shall be of the essence of the Contract.
4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).
5. If the Customer fails to make a payment due to GCS under the Contract by the due date, then, without limiting GCS's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by GCS.
2. GCS grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.
3. Unless otherwise agreed in writing, the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
4. The Customer grants GCS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to GCS for the term of the Contract for the purpose of providing the Services to the Customer.

Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1.

Limitation of liability:
1. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in this clause 8 shall limit the Customer's payment obligations under the Contract.
3. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4. Subject to clause 8.3 (Liabilities which cannot legally be limited), GCS's total liability to the Customer shall not exceed the amount paid by the Customer to GCS under the Order in respect to which any claim is made.
5. Subject to clause 8.2 (No limitation of customer's payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.
6. Unless the Customer notifies GCS that it intends to make a claim in respect of an event within the notice period, GCS shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7. This clause 8 shall survive termination of the Contract.

Termination
1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without affecting any other right or remedy available to it, GCS may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or there is a change of control of the Customer.
3. Without affecting any other right or remedy available to it, GCS may suspend the supply of Services under the Contract or any other contract between the Customer and GCS if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment; (b) the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or GCS reasonably believes that the Customer is about to become subject to any of them; and (c) GCS reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).

Consequences of termination
1. On termination or expiry of the Contract: (a) the Customer shall immediately pay to GCS all of GCS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, GCS shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall return all of GCS Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then GCS may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

General
1. 11.1.Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings. GCS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of GCS.
3. 11.3.Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or GCSs of the other party, except as permitted by clause 11.3(b). (b) Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
4. Entire agreement. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
5. 11.5.Variation. Except as set out in the terms of this Agreement, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. 11.7.Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
9. 11.9.Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10. 11.10.Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11. 11.11.Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

GCS Terms & Conditions

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