Here are our standard terms and conditions of business. For your convenience, you’ll also see we have included a download version (in Adobe Acrobat Reader). This format is suitable for printing.
 Download Standard
Terms and Conditions
1. Interpretation
1.1 In these terms and conditions,
‘EUROPA’ means Europa Marketing Services Limited (company number 2961237) whose registered office is at 30 Binley Road, Coventry, West Midlands CV3 1JA;
‘Client’ means the person named on the Project Quotation and Approval Form;
‘Confidential Information’ means all information of a confidential nature in respect of the business of a party including but not limited to any financial, technical, business or other data which is made available to the other party under or in connection with any Contract which is marked confidential or which should be understood by its nature to be confidential;
‘Contract’ means a contract for the supply of Services;
‘Deliverables’ means the deliverables identified in the Project Quotation and Approval Form;
‘Project Quotation and Approval Form’ means the Project Quotation and Approval Form issued by EUROPA to the Client;
‘Services’ means the services identified in the Project Quotation and Approval Form and, where the Services are identified as ‘Telemarketing’, in the EUROPA Campaign Briefing Document; and‘Terms’ means these terms and conditions, and (unless the context requires otherwise) includes any special terms agreed in writing between EUROPA and the Client.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. Basis of Contract
2.1 EUROPA shall provide the Services to the Client in accordance with the timetable (if any) specified in the Project Quotation and Approval Form and subject to these Terms, which shall govern each Contract to the exclusion of any other terms.
2.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of EUROPA and the Client.
2.3 Any typographical, clerical or other error or omission in any literature, quotation, price list, invoice or other document or information issued by EUROPA shall be subject to correction without any liability on the part of EUROPA.
3. Supply of Services
3.1 No Contract will exist (and accordingly, EUROPA will not be bound to provide any Services) until EUROPA receives a signed Project Quotation and Approval Form from the Client. 3.2 The Client shall be responsible for providing to EUROPA all specifications, documents, data and information relating to the Services (‘Client Materials’) within sufficient time to enable EUROPA to perform each Contract in accordance with its terms.3.3 The Client shall ensure that Client Materials are accurate and up to date (excluding, for the avoidance of doubt, any Client Materials that have been provided to EUROPA for the purpose of updating or improving as part of the Services) and that they do not infringe the intellectual property or other rights of any person. The Client shall indemnify EUROPA against all loss, damages, costs and expenses awarded against or incurred by EUROPA as a consequence of any breach by the Client of this clause 3.3.
3.4 In the event that the Client requires any changes to any Services, the Client shall notify EUROPA in writing and EUROPA shall confirm to the Client in writing the cost (if any) of those changes and the impact (if any) on any timetable. The Client shall then confirm either that it wishes or does not wish to proceed with the change. In the event that the Client wishes to proceed with the change, any amendments to the charges and any timetable shall be set out in writing and signed by both parties.
3.5 EUROPA reserves the right to make any changes to the specification of any Services which are required to comply with any applicable safety or other statutory or legal requirements or which do not materially affect the nature or quality of the Services.
3.6 Without prejudice to clause 10, the Client may only cancel any Services with the agreement of EUROPA in writing and on the condition that the Client indemnifies EUROPA in full against all loss, costs, damages, charges and expenses incurred by EUROPA as a consequence of the cancellation.
4. Charges and Payment
4.1 The charges for the Services shall be set out in the Project Quotation and Approval Form.
4.2 EUROPA reserves the right, by giving written notice to the Client, to increase the charges for the Services to reflect any delay caused by any instructions of the Client or failure by the Client to give EUROPA adequate information or instructions.
4.3 The charges are exclusive of any applicable value added tax which all UK based Clients will be liable to pay in addition.
4.4 Unless stated otherwise in the Project Quotation and Approval Form, EUROPA shall invoice the Client for the Services immediately on completion of the Services or delivery of the Deliverables (as applicable), depending upon the nature of the Deliverable. If the Services extend over a period of months, charges incurred during any month will be invoiced at the end of that month unless agreed in writing in advance.
4.5 In the event that any Contract is a contract for the first phase of a project with a new Client, the Client shall be notified and shall pay EUROPA’s invoice in full before proceeding with subsequent phases.
4.6 The Client shall pay all charges for the Services within 28 days of issue date of invoice.
4.7 The Client will advise EUROPA of any potential invoice query immediately on receipt of invoice in sufficient time for resolution of issues and final payment within the 28-day period.
4.8 If the Client fails to make any payment by the due date then, without prejudice to any other right or remedy available to EUROPA, EUROPA may:
cancel the relevant Contract and suspend any further performance; and
charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above Barclays Bank’s base rate from time to time, until payment in full is made.
5. Data Compliance
5.1 If, in the course of providing the Services, EUROPA is required to have access to and process any personal data (as defined by the Data Protection Act 1998) belonging to or retained by the Client (‘Personal Data’), the Client warrants that any such data has been processed in accordance with all applicable laws and that the performance by EUROPA of its obligations under these Terms in respect of the Personal Data will not result in it infringing the rights of any third party. The Client shall indemnify EUROPA against all loss, damages, costs and expenses awarded against or incurred by EUROPA as a consequence of any breach by the Client of this clause 5.1.
5.2 In relation to the transfer and processing of any personal data, it is the intention of the parties that:
the Client will be the data controller; and
EUROPA will be the data processor.
5.3 EUROPA will process any such Personal Data only in accordance with these Terms and any instructions given to it by the Client.
5.4 EUROPA will not, except in accordance with any instructions provided by the Client, carry out any processing of Personal Data on equipment situated outside the European Economic Area (‘EEA’) or transfer any Personal Data outside the EEA.
5.5 Each party will take appropriate technical and organisational measures against unlawful or unauthorised processing of Personal Data and accidental loss or destruction of Personal Data.
6. Confidentiality
6.1 Neither party shall use, disclose or communicate to another person (other than as permitted by these Terms or with the written consent of the disclosing party) any Confidential Information and the receiving party shall use all reasonable endeavours to prevent the unauthorised use, publication or disclosure of that Confidential Information to any third party.
6.2 The receiving party shall not be liable for the release or disclosure of, and the obligations of confidentiality shall not apply to Confidential Information to the extent that it is:
(i) required by law or by any governmental or regulatory authority acting within the proper scope of its powers to be disclosed;
(ii) or becomes in the public domain through no fault of the receiving party;
(iii) known to the receiving party prior to the disclosure by the disclosing party
(iv) subsequently disclosed by the disclosing party to a third party without restriction on disclosure or use;
(v) subsequently obtained by the receiving party from a third party without breach of any obligation of confidentiality owed to any third party or the disclosing party; or
(vi) independently developed by the receiving party without breach of these Terms.
7. Ownership
7.1 Subject to clause 7.2, any Deliverables remain the property of EUROPA until the Client settles the invoice for the relevant Services. During the period of Contract, the Client is granted a temporary license, until the invoice is settled, to use any Deliverables for the purposes of its business. However in the event that the Client fails to comply with any of its obligations under these Terms, the licence shall be withdrawn immediately and the Client shall make no further use (including but not limited to the pursuance by the Client of any contacts provided by EUROPA in the interests of progressing a business relationship) of the Deliverables until payment is received in full and the breach is remedied.
7.2 All Intellectual property rights in any design work or copy produced by EUROPA remain with EUROPA unless otherwise agreed in writing in advance.
7.3 All rights not expressly granted by these Terms are reserved.
8. Warranties
8.1 Each party warrants to the other that it has the right, power and authority to enter into each Contract and perform it in accordance with its terms.
8.2 EUROPA warrants that it will provide the Services with reasonable skill and care but does not, for the avoidance of doubt, warrant or guarantee results in the form of sales, sales opportunities, or any other form of commitment by a third party during or following the provision of the Services.
8.3 Except as expressly set out in these Terms, all warranties, conditions and other terms, express or implied are excluded to the fullest extent permitted by law.
9. Liability
9.1 Except in respect of death or personal injury caused by its negligence or in respect of fraud or fraudulent misrepresentation (for which no limit applies), EUROPA shall not be liable to the Client for any loss of profit, contracts, business, goodwill, revenue or for any special, indirect, incidental or consequential loss or damage of any nature whatsoever and howsoever caused, whether arising in contract, tort or otherwise.
9.2 Without prejudice to the other provision of these Terms, the maximum aggregate liability of EUROPA arising out of or in connection with any Contract shall be limited to the value of the Services to which the claim relates.
10. Term and Termination
10.1 Each Contract shall commence on the date specified in the relevant Project Quotation and Approval Form and shall, continue until the later of the completion date specified in the Project Quotation and Approval Form (if any) or completion of the Services.
10.2 Without prejudice to any other rights or remedies to which the parties may be entitled, the either party may terminate a Contract without liability to the other if:
the other commits a material breach of any of the Terms and, if such breach is capable of remedy, fails to remedy the breach within 14 days of being notified in writing of the breach (for the avoidance of doubt, any failure by the Client to pay any charges shall be a breach which is incapable of remedy);
an order is made or a resolution is passed for the winding up of the other party, or a liquidator is appointed in respect of the other party or an administration order is made in respect of the other party or a receiver is appointed in respect of the other party or all or any of its assets, or the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other party.
10.3 The termination of any Contract, howsoever arising, shall not affect the accrued rights of the parties as at termination or the continuation of clauses 4.6, 5, 6, 7, 8, 9, 10, 11 and 13.8 which clauses shall survive any termination.
11. Non-Solicitation
The Client shall not, without gaining prior approval of EUROPA, for a period of twelve months after the termination of EUROPA ‘s engagement under these Terms: offer employment or engagement (in any capacity) to any EUROPA employee or contractor involved with the delivery of any Services.
12. Force Majeure
No party shall be liable for any failure or delay in performing any of its obligations under these Terms to the extent that such failure or delay is caused by any circumstances beyond the reasonable control of that party.
13. General
13.1 The Terms together with the Project Quotation and Approval Form and EUROPA’s Campaign Briefing Document (where applicable) constitute the entire agreement and understanding between the parties and supersede any previous agreement relating to the subject matter of these Terms. Each of the parties acknowledges and agrees that in entering into each Contract, it does not rely on any pre-contractual statement and acknowledges and agrees that the only remedy available to it for breach of these Terms shall be for breach of contract and it shall have no right of action against any other party in respect of any pre-contractual statement.
13.2 The Client shall not assign, transfer, charge or deal in any other manner with any Contract or its rights under it, nor subcontract any or all of its obligations under it without having obtained the prior written agreement of the EUROPA.
13.3 EUROPA may, at any time, assign, transfer, charge or deal in any other manner with any Contract or any of its rights under it or sub-contract any or all of its obligations under it.
13.4 Any notice given by either party under these Terms shall be in writing addressed to the other party at its registered office or such other address as may have been notified to the party giving the notice.
13.5 No waiver by either party of any breach of these Terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.6 If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and the remainder of the provision in question shall not be affected.
13.7 A person who is not a party to any Contract has no right or benefit under or right to enforce any of these Terms or any Contract, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.
13.8 These Terms and each Contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.
Contact EUROPA for more Information
|
