Terms and Conditions
In these Terms the following words shall have the following meanings:
“Agreement” means the agreement between Us and You governed by these Terms as varied from time to time.
“Goods” means any and all goods supplied by GetOnSite to You including but not limited to computer software.
“Intellectual Property Rights” means copyright, patent, design right (registered or unregistered), service or trade mark (registered or unregistered), database right or other data right, moral right, or know how or any other intellectual property right.
“Literature” means GetOnSite’s brochures, price lists and advertisements in any type of media.
“Order” means the request by You to Us for Goods and/or Services.
“Quotation” means Our written quotation(s) to You confirming the price of the Goods and/or Services prior to the Agreement.
“Services” means any and all services supplied by GetOnSite to You.
“Terms” means these terms and conditions of business as varied from time to time.
“We”, “Us”, “Our” and “GetOnSite” are references to GetOnSite a company incorporated in England and Wales with registered number 9779151 and whose registered office is situated at Culkerton Station, Culkerton, Tetbury, Gloucestershire, GL8 8SS
“You” and “Your” are references to the individual, company, partnership, or organisation which places an Order.
The Agreement shall come into existence when We accept Your order. The initial term of the Agreement will, subject to the cancellation provisions contained in the Terms, be one year. Subject to the cancellation provisions contained in the Terms the Agreement will automatically renew for a further term of one year on each anniversary of the Agreement.
These Terms shall govern the Agreement to the exclusion of all other terms and conditions.
By submitting an Order, You shall be deemed to have accepted these Terms and You agree to be bound by these Terms when you place any Order.
We reserve the right to vary these Terms from time to time, such variations becoming effective immediately upon being posted on Our website.
These Terms, together with the Literature and Order, comprise the whole agreement relating to the supply of Goods and/or Services to You by Get on Site. You agree that You have not relied on any representations save insofar as the same have been expressly incorporated in these Terms and You agree that You shall have no remedy in respect of any misrepresentation (other than fraudulent misrepresentation) which has not become a term of these Terms.
We shall use reasonable care and skill in providing the Services to You.
We reserve the right to make any changes to the Services described in Our Literature to conform with any applicable statutory requirements or which We deem appropriate to Our sole discretion.
The Services are provided solely for Your use and shall not be used by any other party without Our written consent.
We reserve the right to use persons other than Our employees to supply the Services to You.
You shall provide Us (and our employees, contractors and agents) with all assistance, cooperation, and information required by Us in supplying the Services.
Where Goods supplied to You were not manufactured by Us, We give no warranty as to the fitness and/or quality of the Goods.
You shall be entitled only to such warranty for the Goods as We have received from the manufacturer of the Goods.
5. Prices and Payment
The price of the Goods and/or Services shall be the price as stated in the Quotation and/or the Order.
Value Added Tax at the prevailing rate shall be added to the price of the Goods and Services whether or not stated in the Quotation and/or the Order.
Payment for the Goods and/or Services is due on or before delivery of the Goods and supply of the Services and We shall invoice you accordingly.
Where Goods and/or Services are supplied by Us to You under a credit agreement between us, We shall invoice You on or at any time after delivery of the Goods and supply of the Services and unless We otherwise agree in writing payment must be made by You in full within 30 days of the invoice date.
Upon giving notice to You at any time before delivery of the Goods and/or supply of the Services, We reserve the right to increase or decrease the price of the Goods and/or Services to You.
Without prejudice to any other rights We may have, if You fail to pay the invoice price by the due date (i) You shall pay Us interest calculated in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 until the outstanding payment is made in full, and (ii) You shall reimburse Us in respect of all costs and expenses (including legal costs) incurred in the collection of any overdue amount, and (iii) We shall be entitled to cancel the Agreement and/or suspend supplies of Goods and/or Services.
Time shall be of the essence with respect to payment.
6. Title and Risk
For the purpose of section 12 of the Sale of Goods Act 1979 We shall transfer only such title or rights in respect of the Goods as We have and if the Goods are purchased by Us from a third party shall transfer only such title or rights as that party had and has transferred to Us.
Notwithstanding the earlier passing of risk, title in the Goods shall remain with Us and shall not pass You until the amount due under the invoice for the Goods (including any interest, costs, and expenses We may be entitled to under the Agreement) has been paid in full.
Until title passes You shall hold the Goods as Bailee for Us and shall store or mark them so that they can at all times be identified as Our property and in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur, You will have no rights to use, sell or otherwise deal with the Goods or any of them.
We may at any time before title passes (including in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of these events may occur) and without any liability to You, (i) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate Your right to use, sell or otherwise deal with them, and (ii) for that purpose (or determining what if any Goods are held by You and inspecting them) enter any premises of or occupied by You.
Until title passes the entire proceeds of sale of the Goods shall be held in trust for Us and shall be held in a separate designated account and not mingled with other moneys or paid into any over dawn bank account and shall be at all times identifiable as Our money.
We may maintain an action for the price of any Goods notwithstanding that title in them has not passed to you.
For the avoidance of doubt title to any software supplied by Us to You, including all intellectual Property Rights in the software shall remain at all time with the manufacturers of the software.
The Goods are deemed to be delivered to You when We make them available to You or any agent of Yours or any carrier (who shall be Your agent whoever pays its charges) at Our premises or other delivery point agreed by the parties.
Risk in the Goods passes when they are delivered in accordance with clause 6.8.
We may at Our discretion deliver the Goods by instalments in any sequence.
Where the Goods are delivered by instalments, no default or failure by Us in respect of any one or more instalments shall vitiate the Agreement in respect of the Goods previously delivered or undelivered Goods or entitle You to withhold any payment due under the Agreement.
Any dates quoted by Us for the delivery of the Goods are approximate only and shall not form part of the Agreement and You acknowledge that in the performance expected of Us no regard has been paid to any quoted delivery dates.
If You fail (i) to take delivery of the Goods or any part of them on the due date, and (ii) to provide any instructions or documents required to enable the Goods to be delivered on the due date. We may on giving written notice to You store or arrange for the storage of the Goods, and on the service of the notice risk in the Goods shall pass to you, delivery of the Goods shall be deemed to have taken place, and You shall pay to Us all costs and expenses including storage, redelivery and insurance charges arising from Your failure.
7. Warranties and Limitation of Liability
We provide warranties and accept liability only to the extent stated in this clause, and any conditions, warranties, or other terms concerning the supply of the Goods and Services which might otherwise be implied into or incorporated within these Terms are hereby excluded.
We do not exclude or restrict Our liability for death and personal injury caused by Our own negligence or any other liability the exclusion of which is prohibited at law.
In supplying the Goods and Services you acknowledge and accept that (i) Our only obligation is to exercise reasonable care and skill in providing the Services, (ii) We shall in no circumstances be liable for any indirect or consequential loss, damages or expenses (including without limitation loss of profits, contracts, business or goodwill) howsoever arising out of any problem, event, action, data loss, or default of Ours, (iii) We cannot warrant or guarantee that the Services will be uninterrupted, and (iv) time shall not be of the essence with respect to the supply of the Services.
Our maximum aggregate liability to You for any breach or series of breaches of this Agreement and/or any negligence shall in no circumstances exceed the price paid by You to Us for the Goods and/or Services which are the subject of the breach or negligence.
8. Events beyond our control
We reserve the right without notice or liability to You to defer the date of performance or to cancel the supply of the Goods and Services if We are prevented from or delayed in the carrying on of our business due to circumstance beyond our reasonable control provided that if the event in question endures for a continuous period in excess of 90 days You shall be entitled to give notice in writing to Us to terminate the Agreement.
We may at our sole discretion suspend or cancel the Agreement immediately if You commit a material breach of any of Your obligations under the Agreement or if You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangements with Your creditors, or are compulsorily or voluntarily wound up or cease to threaten to cease trading or We bona fide believe that any of those events may occur.
Our cancellation of the Agreement in accordance with clause 9.1 shall be without prejudice to any other rights available to Us under these Terms.
Once acceptance by Us, You may only cancel Your Order for Goods with our consent which we are entitled to withhold in any circumstances at our sole discretion. We reserve the right to raise a cancellation charge in the event that We consent to Your request to cancel an Order for Goods.
You may cancel your Order for Services (i) within 3 months of the date of the Agreement by giving us no less than 3 months’ notice in writing to expire at any time, or (ii) after 3 months from the date of the Agreement by giving us no less than 1 months’ notice in writing, which notice may only be served within a period commencing 30 days before an anniversary of the Agreement and ending on an anniversary of the Agreement.
10. Intellectual Property Rights
You acknowledge that all Intellectual Property Rights in the Goods and Services are and shall remain owned respectively by our suppliers and Us and nothing in these Terms purports to transfer, assign, or grant any rights to You in respect of the intellectual Property Rights.
You agree that You will treat as strictly private and confidential the Agreement and the Services and all information you obtain from the Services.
You agree that You will not change, amend, remove, alter or modify the Goods and Services or any trademark or proprietary marketing in the Goods and Services.
You agree to indemnify us and keep Us indemnified from and hold us on demand harmless from and against all costs, claims, demands, actions, proceedings, liabilities, expenses, damages, or losses (including without limitation consequential losses and loss of profit, and all interest and penalties and legal and other professional costs and expenses) arising out of or in connection with a breach of this clause 10.
You are not entitled to assign or novate the Agreement or any part of it without Our prior written consent.
We may assign the Agreement or any part of it to any person, firm or company.
The parties to these Terms do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to these Terms or a permitted assignee.
Failure or delay by Us in enforcing or partially enforcing an provisions of the Agreement will not be construed as a waiver of any of Our rights under the Agreement.
Any waiver by Us of any breach of, or any default under, any provision of the Agreement by You will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
If any provision or part of a provision is held to be invalid or unenforceable by any court or other body of competent jurisdiction, that provision or part of that provision shall be deemed severable and the other provisions or the remainder of the relevant provision will continue in full force and effect.
Unless otherwise stated in these Terms, all notices from You to Us or vice versa must be in writing and sent to Our registered office as stipulated in clause 1.9 above (or such other address as we may notify to You from time to time) or Your address (or email address) as stipulated in the Order.
You agree not to employ or engage in any capacity any person, firm or company employed or engaged by Us during any part of the term of the Agreement or for 6 months after the end of the Agreement.
The Agreement shall be governed by and construed in accordance with English and Welsh law and shall be subject to the exclusive jurisdiction of the English courts.
12. Use of information and materials
The use of information and materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
We hereby expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by you in connection with the Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it, any materials posted on it and/or any advice, recommendation or other information provided by or on behalf of Online Site Induction Limited to you, including: loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of reputation or goodwill; loss of wasted management or office time and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
However, this statement does not affect our liability for death or personal injury arising from our negligence or our liability in the case of any fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
13. Our Liability
We will not be liable for any damage or loss suffered by you or any of your clients as a result of any breach by us of any of these terms (whether express or implied) caused other than by our negligence or wilful default, and in any event our liability for any such loss and damage shall not exceed twice the amount of the fees you have paid to us in the 12 months preceding any such negligence or default.
We will not be liable under any circumstances for any indirect or consequential loss of profit or other economic loss that you or any of your guests may suffer however that may be caused.
Nothing in these terms affects our liability for personal injury or death suffered by you as a result of our negligence.
You are and remain responsible for ensuring that you comply with all relevant laws and regulations relating to your business, including those relating to health and safety. Our Service is based upon information you supply to us and we accept no liability for any inaccuracy or omission within that information.