Liam
Healy & Associates
chartered occupational psychologists
Terms and Conditions
1. Definitions and Interpretation
- In these Conditions: 'CLIENT'
means the person whose order for the Services is
accepted by the Service Provider; 'CONDITIONS' means
the standard terms and conditions set out in this
document; 'CONTRACT' means the contract for the
provision of the Services; "INTELLECTUAL PROPERTY
RIGHTS" means any copyright, unregistered design
right, registered design right, patent right, trade
marks or any other form of industrial property
rights (whether registered or unregistered) or any
applications in relation to any of the foregoing
owned, used, existing or arising in connection with
the provision of the Services and the Materials;
"KNOW HOW" means technical information, know how,
specifications and other information in the
possession of the Service Provider relating to or in
respect of the Services; MATERIALS" means materials
(including but not limited to any computer software
or hardware) supplied by the Service Provider in the
course of the Services; "SERVICE PROVIDER" means
Liam Healy and Associates; "SERVICE PROVIDER'S
WEB-SITE" means the Internet web site having the
domain name address
www.psychometrics.co.uk or any or any other web
site or domain owned by or published by or
registered to Liam Healy or Liam Healy and
Associates ; 'SERVICES' means the Services
(including any instalment of the Services or any
part of them) which the Service Provider is to
supply in accordance with these Conditions;
"WRITING" includes telex, cable, facsimile
transmission and comparable means of communication.
- Any reference in these Conditions
to any provision of a statute shall be construed as
a reference to that provision as amended, re-enacted
or extended at the relevant time.
- The headings in these Conditions
are for convenience only and shall not affect their
interpretation.
2. Basis of the sale
- The Service Provider shall
provide the Services to the Client in accordance
with any order of the Client which is accepted in
Writing by the Service Provider and confirmed in
Writing by the Client, subject to these Conditions,
which shall govern the Contract to the exclusion of
any other terms and conditions.
- No variation to these Conditions
shall be binding unless agreed in Writing between
the authorised representatives of the Client and the
Service Provider.
- The Service Provider's employees
or agents are not authorised to make any
representations concerning the Services unless
confirmed by the Service Provider in Writing. In
entering into the Contract the Client acknowledges
that it does not rely on any such representations
which are not so confirmed.
- Any typographical, clerical or
other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice
or other document or information issued by the
Service Provider shall be subject to correction
without any liability on the part of the Service
Provider.
3. Orders and Specifications
- No order submitted by the Client
shall be deemed to be accepted by the Service
Provider unless and until confirmed in Writing by
the Service Provider and no Contract is formed until
this acceptance is confirmed in Writing by the
Client.
- The client shall be responsible
to the Service Provider for ensuring the accuracy of
the terms of any order submitted by the Client, and
for giving the Service Provider any necessary
information relating to the Services within a
sufficient time to enable the Service Provider to
perform the Contract in accordance with its terms.
- No order which has been accepted
by the Service Provider may be cancelled by the
Client except with the agreement in Writing of the
Service Provider and on terms that the Client shall
indemnify the Service Provider in full against all
loss (including loss of profit), costs (including
the cost of all labour and materials used), damages,
charges and expenses incurred by the Service
Provider as a result of cancellation.
4. Charge for the Services
- The price of the Services shall
be the Service Provider's price set out in the
Service Providers Written acceptance of the Clients
order.
- Unless otherwise stated the price
is exclusive of any applicable value added tax,
which the Client shall be additionally liable to pay
to the Service Provider.
5. Terms of payment
- Subject to any special terms
agreed in Writing between the Client and the Service
Provider, the Service Provider shall be entitled to
invoice the Client for all or part of the price of
the Services on or at any time after the performance
of the Services or any instalment of the Services.
- The Client shall pay the price of
the Services without any deduction within 30 days of
the date of the Service Provider's invoice. The time
of payment of the price shall be of the essence of
the Contract. Receipts for payment will be issued
only upon request.
- If the Client fails to make any
payment on the due date then, without prejudice to
any other right or remedy available to the Service
Provider, the Service Provider shall be entitled
to:
- cancel the Contract or suspend any further
performance of the services;
- appropriate any payment made by the Client to
such of the Services (or the Services supplied under
any other contract between the Client and the
Service Provider) as the Service Provider may think
fit (notwithstanding any purported appropriation by
the Client); and
- charge the Client interest (both before and
after any judgement) on the amount unpaid, at the
rate of 8 per cent per annum, until payment in full
is made (a part of a month being treated as a full
month for the purpose of calculating interest).
6. Delivery
- Any dates quoted for performance
of the Services are approximate only and the Service
Provider shall not be liable for any delay in
performance of the Services however caused. Time for
performance shall not be of the essence of the
Contract.
- Where the Services are to be
performed in instalments, each performance shall
constitute a separate contract and failure by the
Service Provider to perform any one or more of the
instalments in accordance with these Conditions or
any claim by the Client in respect of any one or
more instalments shall not entitle the Client to
treat the Contract as a whole as repudiated.
7. Risk and Property
- Risk of damage to or loss of the
Materials shall pass to the Client on delivery to
the Client:
- Notwithstanding delivery and the
passing of risk in the Materials, or any other
provision of these Conditions, the property in the
Materials shall not pass to the Client until the
Service Provider has received in cash or cleared
funds payment in full of the charge for the Services
and all other services agreed to be sold by the
Service Provider to the Client for which payment is
then due.
- Until such time as the property
in the Materials passes to the Client, the Client
shall hold the Materials as the Service Provider's
fiduciary agent and bailee, and shall keep the
Materials separate from those of the Client and
third parties and properly stored, protected and
insured and identified as the Service Provider's
property.
- Until such time as the property
in the Materials passes to the Client the Service
Provider shall be entitled at any time to require
the Client to deliver up the Materials to the
Service Provider and, if the Client fails to do so
forthwith, to enter upon any premises of the Client
or any third party where the Materials are stored
and repossess the Materials.
8. Warranties and Liability
- Subject as expressly provided in
these Conditions, and except where the Services are
performed for a person dealing as a consumer (within
the meaning of the Unfair Contract Terms Act 1988),
all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest
extent permitted by law.
- Except in respect of death or
personal injury caused by the Service Provider's
negligence, the Service Provider shall not be liable
to the Client by reason of any representation
(unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law,
or under the express terms of the Contract, for any
indirect, special or consequential loss or damage
(whether for loss of profit or otherwise), costs,
expenses or other claims for compensation whatsoever
(whether caused by the negligence of the Service
Provider, its employees or agents or otherwise)
which arise out of or in connection with the
provision of the Services to the Client, and the
entire liability of the Service Provider under or in
connection with the Contract shall not exceed the
price of the Services, except as expressly provided
in these Conditions.
- Without prejudice to the
generality of clause 8.2 of these Conditions the
Client acknowledges that no guarantee of accuracy or
fitness for purpose is given in respect of
information provided and that the Service Provider
accepts no responsibility for any loss, damage,
costs or expenses incurred by the client and arising
from any course of action adopted by the Client
pursuant to such information.
- The Service Provider shall not be
liable to the Client or be deemed to be in breach of
the Contract by reason of any delay in performing,
or any failure to perform, any of the Service
Provider's obligations in relation to the Services,
if the delay or failure was due to any cause beyond
the Service Provider's reasonable control,
including, but not limited to the failure of any
hardware, software or other equipment supplied by
third parties other than the Service Provider.
9. Intellectual Property
- Unless otherwise agreed in
writing all Intellectual Property Rights and Know
How shall be vested in the Service Provider. The
Client will at the Service Provider's request take
all such steps as the Service Provider may
reasonably require to vest such Intellectual
Property Rights and Know How in the Service
Provider.
- Where the Service Provider agrees
to transfer, assign or licence any Intellectual
Property Rights and/or Know-How to the Client such
transfer, assignment or licence shall not be deemed
effective until payment in full has been received by
the Service Provider in respect of such transfer,
assignment or licence.
- Where the Client has supplied any
specification, design, equipment or instruction the
Client agrees to indemnify and keep indemnified the
Service Provider against all demands, claims,
damages, charges, liability, costs and expenses
which may be incurred or sustained by the Service
Provider by reason of or arising out of any third
party claims or rights or otherwise howsoever in
respect of any Services or any products manufactured
as a result of the Services supplied in accordance
therewith and whether relating to the infringement
or the alleged infringement of a patent, copyright,
registered design, unregistered design right or
other protected industrial property right or
otherwise howsoever.
- The Client undertakes that it
shall not and shall procure that its customers will
not: cause or permit any acts or omissions which
may prejudice, jeopardise or endanger the
Intellectual Property Rights or the Know How or the
title of the Service Provider to them; or in any way
seek to challenge the validity of the Intellectual
Property Rights or the Know How or support or
encourage any third party to challenge the validity
of the same; download or print off copies of
material comprising or appearing on the Service
Provider's Web-site without the prior written
consent of the Service Provider; copy, modify,
decompile, reverse engineer or adapt any Materials
provided by the Service Provider without the prior
written consent of the Service Provider (except as
permitted by the Copyright (Computer Programmes)
Regulations 1992).
- The Client shall ensure that all
of its relevant employees and its customers are
advised that the Intellectual Property Rights and
the Know How are the absolute property of the
Service Provider and shall ensure that all of its
employees and its customers comply with the
Conditions.
10. Confidentiality
- The Client shall and shall
procure that its customers shall maintain as
confidential all and any information relating to the
Intellectual Property Rights and the Know How which
is disclosed to it or becomes known to it as a
result of the provision of the Services except where
expressly authorised in writing by the Service
Provider.
11. Insolvency of Client
- This clause applies if: the
Client makes any voluntary arrangement with its
creditors or (being an individual or firm) becomes
bankrupt or (being a company) becomes subject to an
administration order or goes into liquidation
(otherwise than for the purposes of amalgamation or
reconstruction); or an encumbrancer takes
possession, or a receiver is appointed, of any of
the property or assets of the Client; or the Client
ceases, or threatens to cease, to carry on business;
or the Service Provider reasonably apprehends that
any of the events mentioned above is about to occur
in relation to the Client and notifies the Client
accordingly.
- If this clause applies then,
without prejudice to any other right or remedy
available to the Service Provider, the Service
Provider shall be entitled to cancel the Contract or
suspend performance under the Contract without any
liability to the Client, and if the Services have
been performed but not paid for the price shall
become immediately due and payable notwithstanding
any previous agreement or arrangement to the
contrary.
12. Termination
- The Contract may be terminated
forthwith upon Written Notice by the Service
Provider and upon termination the charge for the
services will become immediately due and payable.
13. General
- Any notice required or permitted
to be given by either party to the other under these
Conditions shall be in Writing addressed to that
other party at its registered office or principal
place of business or such other address as may at
the relevant time have been notified pursuant to
this provision to the party giving the notice.
- No waiver by the Service Provider
of any breach of the Contract by the Client shall be
considered as a waiver of any subsequent breach of
the same or any other provision.
- If any provision of these
Conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions
and the remainder of the provision in question shall
not be affected.
- The Contract shall be governed by
the laws of England and Wales, and the Client agrees
to submit to the exclusive jurisdiction of the
courts of England and Wales.
- All items of software on the
service providers web site and any copies of them,
remain the exclusive property of Liam Healy and
Associates at all times.
- Use of Liam Healy & Associates'
software, products or services does not provide any
qualification to purchase, administer or use any
other similar psychometric assessment materials or
software and may not be used as evidence of any type
of competence or qualification whatsoever in
occupational testing. All documents, verbal and
written communications produced by Liam Healy &
Associates are strictly confidential and copies may
not be given or shown to, or discussed with any
third party without our express permission in
writing.
Please also ensure you have read the section of
our site relating to Due
Diligence.
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