Terms and Conditions of Vocean Ltd a Limited company registered in Scotland SC220965. Vocean Ltd registered address 22 Stafford Street, Edinburgh EH3 7BD.
1.1. Throughout these Terms and Conditions (T&Cs) Vocean means Vocean Ltd (full details are set out above) and “You” and similar pronouns means the customer identified in the Proposal.
1.2. The expressions in Column 1 of the table below have the meanings set out opposite then in Column 2.
1.3. Expressions which are nouns will be construed in the same way where they are used as verbs (and vice versa).
Contract The Proposal together with these T&Cs
Equipment Any machinery identified in the Proposal and used by Vocean in performance of the Services whether owned, hired, rented, purchased or otherwise.
Insolvent (i) you call a meeting of creditors or become the subject of a report or proposal to creditors, application, petition, arrangement or order under the Insolvency Act 1986 (unless for the purpose of a solvent restructuring, amalgamation or merger); (ii) a receiver is appointed over your property; (iii) the holder of any charge or other security over your property takes any step to enforce that security; or (iv) your property becomes the subject of distress, process, execution or a charging order
Price The total price for Services set out in the Proposal
Project The project described in the Proposal
Proposal The document of that name issued by Vocean describing the Project, the Services and the Price.
Services The services set out in the Proposal
T&Cs These Terms and Conditions
2. Formation of the Contract
2.1 The Contract becomes binding on the date that you accept the Proposal (either by written confirmation or by instructing Vocean to begin the Project).
2.2 Where Equipment of a particular description become unavailable Vocean may substitute similar Equipment.
2.3 These Terms and Conditions apply to the exclusion of any other terms you may supply to Vocean.
3.1 Vocean will issue VAT invoices for each instalment of the Price accordance with the terms set out in the Proposal and you will pay all Vocean’s invoices within 30 days of the date of invoice.
3.2 Vocean is entitled to charge compensation for late payments at the rates and amounts prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 and in addition shall be entitled to all reasonable costs incurred in recovering any unpaid sums.
4.1 You acknowledge that, in pricing the Project and agreeing to perform the Services, Vocean is relying on third party providers of Equipment and upon representations and specifications issued by such third parties in relation to the capability and availability of the Equipment. Vocean is not responsible for delays or other costs associated with failures in third party Equipment that could not reasonably have been foreseen by Vocean.
4.2 Vocean’s entire liability for breach of any term of the Contract or its subject matter, in tort, under statute or otherwise is limited to one quarter of the Price. Vocean’s pricing is predicated on the limitations of liability in this clause and accordingly you acknowledge that (i) you have been offered the opportunity to increase the limit of liability in this clause in return for an increase in the price to cover Vocean’s additional insurance costs and (ii) this limitation therefore represents an acceptable compromise between cost and risk.
4.3 Nothing in this clause 4 or in any other term of this Contract applies to limit or exclude Vocean’s liability to you for loss resulting from (i) death or personal injury resulting from our negligence or under the Consumer Protection Act 1987 (ii) breach of statutory undertakings as to title or (iii) fraudulent misrepresentation.
5.1 Vocean may delay the performance of the Contract for as long as Vocean is prevented from meeting any dates agreed because of any cause beyond Vocean’s reasonable control.
5.2 Vocean is entitled to terminate the Contract immediately (i) without notice if you become Insolvent (ii) on notice if the Contract becomes impossible to perform because of any cause beyond Vocean’s reasonable control or (iii) on notice in relation to any part of the Project if any information given by Vocean’s suppliers which Vocean relied on turns out to be inaccurate to the extent that it becomes unprofitable for Vocean to continue with the Project (unless you agree to cover Vocean for any such increases in cost).
5.3 Vocean’s rights to recover any unpaid part of the Price survive termination of the Contract whatever the reason for termination.
5.4 If any of the terms of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
5.5 The Contract and any document expressly referred to in it represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement whether oral or in writing.
5.6 Neither party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations prior to entering into the Contract except as expressly stated in the Contract or any document expressly referred to in it.
5.7 Neither party has any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the Contract (unless such untrue statement was made fraudulently) and a party’s only remedy shall be for breach of Contract.
5.8 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
5.9 The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim.