TERMS OF BUSINESS – MOVE IT (EUROPE) LTD
1. INTERPRETATION
1.1 In these Terms and Conditions, the following definitions and rules of interpretation apply:
| Business Day: | means Monday to Friday inclusive between the hours of 8.30am and 6.00pm, excepting bank, customary public or statutory holidays in England and Wales; |
| Charges: | the sums payable for the Services as set out in the relevant Rate Cards or otherwise agreed with the Client in writing; |
| Client: | the person or firm who purchases Services from Move IT Europe Ltd; |
| Collection Point: | the named location where the Goods are to be collected prior to Movement in accordance with the Contract; |
| Conditions: | these Terms and Conditions; |
| Confidential Information: | any confidential information disclosed by a party or its Representatives to the other party and that party’s Representatives, concerning the business or affairs of the other party or of any member of its group; including information relating to a party’s operations, systems, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities, clients and customers; |
| Contract: | the contract between Move IT Europe Ltd and the Client for the supply of Services in accordance with these Conditions; |
| Contract Documents: | any document which the parties intend to be legally binding, including any correspondence between the parties setting out further specifications or containing minor adjustments or clarifications of the provisions of the other Contract Documents; the Order; any agreed Statement of Works to the extent that this relates to the specification of the Services; and these Conditions; |
| Delivery Location: | the location where the Goods are to be delivered in accordance with the Contract; |
| Goods: | the equipment belonging to the Client to be transported subject to these Conditions, including Assets as defined in the relevant Statement of Work (if applicable); |
| Movement: | the act of transporting the Goods from the Collection Point to the Delivery Location; |
| Movement Date: | the date on which the Movement is anticipated to commence, as set out in the Order; |
| Move IT Europe Ltd: | MOVE IT (EUROPE) LTD incorporated and registered in England and Wales (CRN: 05855145); |
| Move IT Europe Materials: | the materials, equipment, documents and other property of Move IT Europe Ltd; |
| Order: | the Client’s order for Services as set out in the Client’s purchase order form or request for the supply of Services of Client’s instructions including but not limited to Collection Instruction, Re-Deployment Instruction, or Transfer Instruction; |
| Relevant Persons: | the employees, contractors, agents, clients, customers, representatives or visitors of the Client; |
| Proof of Delivery (“POD”): | the completed and approved by the Client list of all equipment forming part of the Goods which have been delivered as part of the Movement; and |
| Rate Cards: | any relevant price list which has been agreed Move IT Europe Ltd and the Client. |
| Representatives: | the employees, officers, agents, consultants or sub-contractors who are party to Confidential Information, in accordance with clause 12; |
| Services: Sub-Contractor: | the transportation services to be provided to the Client under the Contract; as defined in clause 14.3; |
1.2 The expression “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a party includes its successors or permitted assigns;
1.3 The expression “company” includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other genders.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or replaced from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to “writing” includes email and the expression “written” shall be construed accordingly.
1.7 Any words following the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions. Each Order shall be the subject of a separate Contract.
2.2 Move IT Europe Ltd will acknowledge the receipt of the relevant Order as soon as reasonably practicable and will accept the Order either by indicating its acceptance in writing or by making arrangements with the Client to provide the Services, which is when the Contract shall come into force. Move IT Europe Ltd reserves the right not to accept any Order.
2.3 Move IT Europe Ltd shall notify the Client immediately if the Order or any specific booking instructions are incomplete, unclear or cannot be executed for any reason.
2.4 Any descriptive matter, advertising or promotional material issued by Move IT Europe Ltd is issued for the sole purpose of giving an indication of the Services. Any such descriptive matter or advertising shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks at any time to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by Move IT Europe Ltd shall not constitute an offer, and is only valid for a period of 3 months from its date of issue.
2.7 If there is an inconsistency between any of the Contract Documents, then they shall prevail in the following descending order of priority: 2.7.1 any agreed Statement of Works to the extent that this relates to the specification of the Services;
2.7.2 these Conditions; and
2.7.3 the Order.
3. VARIATIONS
3.1 Subject to Clause 3.2, either party may propose minor changes to the scope, nature or execution of the Services but no proposed changes shall come into effect until such changes have been agreed in writing by both parties. If the Client wishes to end the Contract prior to the commencement of a Movement, it should do so in accordance with Clause 10.1.
3.2 Move IT Europe Ltd shall transport the Goods in accordance with the Contract however, Move IT Europe Ltd reserves the right to make any changes to the Services: 3.2.1 which are necessary to comply with any applicable law or safety requirement, including any applicable health and safety regulations; or
3.2.2 for technical, commercial or operational reasons which do not have a material adverse effect on the nature or quality of the Services.
3.3 Subject to Clause 4.5, in circumstances where the Goods are intended to be transported through more than one country, Move IT Europe Ltd will provide the Client upon reasonable notice with a transport plan which will detail the relevant countries through which the Goods are scheduled to be transported to enable the Client to obtain any necessary licences, permissions and consents required for the Movement to take place pursuant to Clause 5.1.7.
3.4 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised representative of Move IT Europe Ltd.
4. SUPPLY OF TRANSPORTATION SERVICES
4.1 Move IT Europe Ltd shall supply the Services to the Client in accordance with the Contract in all material respects, using reasonable care and skill.
4.2 Move IT Europe Ltd shall provide the Client with vehicle and driver information, and the estimated time of arrival at the Collection Point within an agreed time scale before the relevant collection date, unless agreed otherwise between the parties.
4.3 Where specifically requested to do so by the Client, Move IT Europe Ltd shall contact the intended recipient (the Client’s customer) to arrange a collection time not later than the next Business Day after receipt of the Order.
4.4 Move IT Europe Ltd shall collect the Goods from the Collection Point and transport the Goods to the Delivery Location. The Movement shall be completed when the Goods have been unloaded at the Delivery Location and the POD has been completed and approved by representatives of both parties, such approval not to be unreasonably withheld or delayed.
4.5 Move IT Europe Ltd reserves the right to determine the means, route and procedure to be followed in the Movement, including packaging, handling and unloading of the Goods, where relevant.
4.6 Move IT Europe Ltd shall use reasonable endeavours to meet any dates for completion of the Services, which are estimates only. Move IT Europe Ltd shall not be liable for any delay in the Movement or failure to complete the Movement resulting from the Client’s failure to provide Move IT Europe Ltd with adequate instructions or any other instructions that are relevant to the transportation of the Goods. Time shall not be of the essence for performance of the Services. Move It Europe Ltd should notify the Client promptly where a collection is rescheduled, aborted or delayed.
4.7 Should any delay in the Movement or failure to complete the Movement result from any wrongful act or omission of Move IT Europe Ltd, Move IT Europe Ltd shall make such alternative arrangements as it deems appropriate to complete the Movement. If the Delivery Location is within the United Kingdom or Europe, Move IT Europe Ltd shall use reasonable endeavours to make alternative arrangements to complete the Movement within 5 days from the date of the delay or failure to complete the Movement.
4.8 If the Client fails to accept the delivery of the Goods when provided then, unless such failure is the result of Move IT Europe Ltd’s wrongful act or omission, Move IT Europe Ltd shall store the Goods until the Movement is completed and charge the Client for all related costs and expenses (including insurance).
4.9 Move IT Europe Ltd shall have a general lien over all Goods and documents relating to the Goods in its possession, custody or control for all sums due at any time from the Client. If the Client fails to accept the delivery of the Goods within 30 days from the date of attempted delivery in Clause 4.8, Move IT Europe Ltd reserves the right to dispose in any way of part or all of the Goods and, after deducting reasonable storage and disposal costs, charge the Client for any shortfall against any sums due. Move IT Europe Ltd shall accordingly be discharged of any liability whatsoever in respect of the Goods or documents relating to the Goods as the case may be.
4.10 Where the Goods may be subject to any form of deterioration, Move IT Europe Ltd’s right to sell or otherwise dispose of the Goods in Clause 4.9 shall arise immediately upon any sum becoming due to Move IT Europe Ltd, subject only to Move IT Europe Ltd taking reasonable steps to bring to the Client’s attention its intention to sell or dispose of the Goods before doing so.
4.11 Move IT Europe Ltd may transport the Goods by instalments, which shall be invoiced and paid for separately unless otherwise agreed with the Clinet. Each instalment shall constitute a separate contract. Any delay in delivery or defect affecting any instalment shall not entitle the Client to cancel any other instalment, if applicable.
4.12 Move IT Europe Ltd reserves the right to open and inspect the Goods at any time during the provision of the Services.
5. CLIENT’S OBLIGATIONS
5.1 The Client shall: 5.1.1 ensure that the terms of the Order and any information it provides in any other Contract Documents are complete and accurate and specify in sufficient detail the nature of the Goods together with any special information or instructions that Move IT Europe Ltd ought reasonably to be made aware of in order to provide the Services;
5.1.2 co-operate with Move IT Europe Ltd in all matters relating to the Services;
5.1.3 provide Move IT Europe Ltd (and any of its agents, subcontractors, consultants or employees) with access to its premises or other facilities as Move IT Europe Ltd reasonably requires from time to time, to the extent necessary to enable Move IT Europe Ltd to perform or otherwise comply with any of its obligations under the Contract; such access to be provided in a timely manner and without charge;
5.1.4 prepare the Delivery Location for receipt of the Goods, including ensuring that there is sufficient lighting and space available for the Services to be performed, and ensuring that there are sufficient representatives of the Client present on site at the Delivery Location until the Movement has been completed in order to assist Move IT Europe Ltd as is reasonably required and to discharge any of its obligations under the Contract;
5.1.5 provide to Move IT Europe Ltd in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) reasonably required by Move IT Europe Ltd in connection with the Goods and ensure that they are accurate and complete in all respects;
5.1.6 not permit or suffer its Relevant Persons to act or omit to act in any way which might reasonably be considered likely to cause the loss of or damage to any of Move IT Europe Ltd’s equipment, the Goods or any other equipment owned by the Client being handled or carried by Move IT Europe Ltd, or in any way otherwise adversely affect the ability of Move IT Europe Ltd to provide the Goods or the quality of the Goods;
5.1.7 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, including all import or export licences required for the Movement to be performed;
5.1.8 comply fully and procure that all Relevant Persons comply fully with all applicable laws, including health and safety laws, relating to the use and movement of the Goods;
5.1.9 keep all Move IT’s Materials at the Client’s premises in safe custody at its own risk, maintain Move IT’s Materials in good condition until returned to Move IT Europe Ltd, and not dispose of or use Move IT’s Materials other than in accordance with Move IT Europe Ltd’s written instructions or authorisation; and
5.1.10 comply with any additional reasonable obligations as required by Move IT Europe Ltd upon reasonable notice.
5.2 The Client acknowledges that Move IT Europe Ltd is reliant on the information that the Client provides to it in order to ensure that it has sufficient resources in place to enable it to perform the Services. The Client further acknowledges that Move IT Europe Ltd can only transport the Goods to the Delivery Location if any building containing Delivery Location is accessible at ground floor level and has a suitable lift available for use by Move IT Europe Ltd to transport the Goods if the Delivery Location is above the ground floor level.
5.3 If the performance of any of Move IT Europe Ltd’s obligations under the Contract is prevented or delayed by any act or omission of the Client or any Relevant Person then, without prejudice to any other right or remedy it may have, Move IT Europe Ltd shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and Move IT Europe Ltd shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Move IT Europe Ltd’s failure or delay to perform any of its obligations as set out in this Clause 5.3. The Client shall reimburse Move IT Europe Ltd on written demand for any costs or losses sustained or incurred by Move IT Europe Ltd arising directly or indirectly from this act or omission of the Client.
6. CHARGES AND PAYMENT
6.1 In consideration for the provision of the Services, the Client shall pay Move IT Europe Ltd the Charges.
6.2 The Charges exclude Value Added Tax and clearance costs, which includes any associated costs incurred with the carriage of Goods such as import and export charges, which the Client shall additionally be liable to pay to Move IT Europe Ltd at the prevailing rate or at the rate specified by Move IT Europe Ltd from time to time (as applicable). Any applicable Charges shall be set out in the Rate Cards and relevant quotations and shall apply, to the extent that they are as anticipated. Move IT Europe Ltd shall use reasonable endeavours to notify the Client of any such Charges as soon as is reasonably practicable.
6.3 Subject to Clause 6.4, Move IT Europe Ltd shall maintain in force product and public liability insurance on an “all risks” basis which addresses the relevant provisions regarding limitation of liability contained within the Carriage of Goods by Road Act 1965 , further details of which are available upon written request.
6.4 Move IT Europe Ltd does not warrant that the levels of insurance in place are or will be of a sufficient level or that the nature of the insurance will be appropriate to cover the Goods which are the subject of any Movement. The Client acknowledges that the Movement may therefore not be covered by the standard insurance limit which is maintained in force by Move IT Europe Ltd. As such, the Charges exclude any additional insurance which may be required or desired by the Client and the Client acknowledges that it is the sole responsibility of the Client to ensure that it has adequate insurance in place in respect of the Goods before the Services commence.
6.5 Within a reasonable amount of time before the commencement of the Services, the Client must inform Move IT Europe Ltd in writing if: 6.5.1 it believes for any reason that the value of the Goods which are the subject of a proposed Movement is or may be likely to exceed Move IT Europe Ltd’s standard insurance limit from time to time in force, together with a written valuation of the Goods; or
6.5.2 it requires Move IT Europe Ltd to put in place additional or enhanced levels of insurance for any specific Goods which are the subject of a proposed Movement, the cost of which the Client shall additionally be liable to pay to Move IT Europe Ltd at the prevailing rate or at the rate specified by Move IT Europe Ltd (as applicable).
6.6 Move IT Europe Ltd shall invoice the Client on completion of the Movement.
6.7 The Client shall pay each invoice due and submitted to it by Move IT Europe Ltd within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by Move IT Europe Ltd. Time for payment shall be of the essence of the Contract.
6.8 If the Client fails to make any payment due to us under the Contract by the due date for payment, then the Client shall pay statutory interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which is currently at 8% above the base rate of the Bank of England. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
6.9 If the Client becomes subject to any of the events listed in Clause 10.5, or Move IT Europe Ltd reasonably believes that the Client is about to become subject to any of them or if the Client fails to make any payment due to Move IT Europe Ltd, Move IT Europe Ltd reserves the right to cease to provide the Client with the Services until such payment has been made in cleared funds and to claim interest due on the late payment in accordance with Clause 6.8. In the event of a bona fide dispute, the Client shall pay to Move IT Europe Ltd any undisputed part of the payment due to Move IT Europe Ltd pending resolution of the dispute. This Clause applies without limiting any other remedy we may have under the Contract.
6.10 All amounts due under the Contract from the Client to Move IT Europe Ltd shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.11 Move IT Europe Ltd reserves the right to propose increases to the prices contained within any applicable Rate Cards from time to time in force, at its discretion, and the Client agrees to negotiate in good faith any proposed increases in a timely and expeditious manner.
6.12 Termination or expiry of this Contract, howsoever arising, shall not affect the continuation of this clause 6 and the Client’s obligation to pay the Charges to Move IT Europe in accordance with it.
7. DATA PROTECTION
7.1 Each party warrants and represents that it has adopted and implements a privacy policy compliant with the requirements under the Data Protection Act 2018 in respect of all personal data provided to the other party in connection with the Services and follows UK GDPR (General Data Protection Regulation) practices. Without limitation, all necessary consents have been obtained by the Client from individuals for the purposes of performing the Services.
8. LIMITATION OF LIABILITY
8.1 Nothing in the Contract shall limit or exclude any liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, nor for any other liability which cannot be limited or excluded by applicable law.
8.2 The terms implied by the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Subject to Clause 8.1, Move IT Europe Ltd shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: 8.3.1 loss of profits;
8.3.2 loss of sales or business;
8.3.3 loss of agreements or contracts;
8.3.4 loss of anticipated savings;
8.3.5 loss of use or corruption of software, data or information;
8.3.6 loss of or diminution to goodwill; and
8.3.7 any indirect or consequential loss.
8.4 Subject to Clause 8.1, Move IT Europe Ltd’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the Charges paid by the Client under the Contract.
8.5 Termination or expiry of this Contract, howsoever arising, shall not affect this clause 8
9. INDEMNITY
9.1 The Client shall indemnify Move IT Europe Ltd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Move IT Europe howsoever arising out of or in connection with: 9.1.1 any claim made against Move IT Europe Ltd by a third party for death, personal injury, damage to property or otherwise arising as result of any act or omission of the Client or its personnel, agents, subcontractors or consultants;
9.1.2 any damage to the Move IT Europe Ltd’s property caused by an act or omission of the Client or its personnel, agents, subcontractors or consultants;
9.1.3 any breach of the Contract by the Client or its personnel, agents, subcontractors or consultants, or any act, omission, negligence or wilful misconduct on the part of the Client or its personnel, agents, subcontractors or consultants; and
9.1.4 the enforcement of this Contract or any part of it by the Move IT Europe Ltd, including any legal costs arising in connection with a claim made by the Move IT Europe Ltd for breach of the Contract.
10. TERMINATION
10.1 If the Client wishes to cancel the Contract at any time (in whole or in part), it should immediately notify Move IT Europe Ltd of this in writing. Upon receiving such notification, Move IT Europe Ltd shall, at its sole discretion, decide whether or not to agree to such cancellation in whole or in part. If Move IT Europe Ltd agrees to the cancellation of an Order then Move IT Europe Ltd will notify the Client of this and the Contract will end immediately upon such notification, subject to the payment of the appropriate cancellation charge in accordance with Clause 10.2, 10.3 or 10.4 together with reimbursement of any reasonable out of pocket expenses incurred by Move IT Europe Ltd.
10.2 If the Delivery Location is in the United Kingdom and the Client ends the Contract pursuant to Clause 10.1, it shall be liable to pay the following cancellation charges:
10.2.1 100% of the Charges when the notice of cancellation is received any later than 2pm on the Business Day prior to the Movement Date;
10.2.2 50% of the Charges when the notice of cancellation is received between noon and 2pm on the Business Day prior to the Movement Date; and
10.2.3 0% of the Charges when the notice of cancellation is received before noon on the Business Day prior to the Movement Date.
10.3 If the Delivery Location is in Europe (excluding the United Kingdom) and the Client ends the Contract pursuant to Clause 10.1, it shall be liable to pay the following cancellation charges: 10.3.1 100% of the Charges when the notice of cancellation is received at 9am, two Business Days prior to the Movement Date, or later; and
10.3.2 0% of the Charges when the notice of cancellation is received before 9am, two Business Days prior to the Movement Date.
10.4 If the Delivery Location is outside Europe or the United Kingdom, Move IT Europe Ltd reserves the right to charge to the Client 100% of the Charges if the Client wishes to cancel the Contract at any time after acceptance of the Order by Move IT Europe Ltd in accordance with these Conditions.
10.5 If the Client becomes subject to any of the following events, or Move IT Europe Ltd reasonably believes that the Client is about to become subject to any of them and notifies the Client accordingly, then, without limiting any other right or remedy available to Move IT Europe Ltd, Move IT Europe Ltd may cancel or suspend the Movement or any other deliveries under any other contract between the Client and Move IT Europe Ltd without incurring any liability to the Client, and all outstanding sums in respect of Goods transported to the Client shall become immediately due and payable. For the purposes of this Clause 10.5, the relevant events are: 10.5.1 the Client commits a material breach under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice to do so;
10.5.2 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
10.5.3 an order is made or a resolution is passed for the winding up of the Client or the appointment of a liquidator;
10.5.4 an administrator, administrative receiver or receiver is appointed, or there is an application for the appointment of any of the above or for an administration order, in respect of the whole or any part of the Client’s assets or business;
10.5.5 the Client makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
10.6 On termination of the Contract for any reason, the Client shall immediately pay to Move IT Europe Ltd all of Move IT Europe Ltd’s outstanding unpaid invoices and interest and, in respect of the Services performed but for which no invoice has been submitted, Move IT Europe Ltd may submit an invoice, which shall be payable immediately on receipt.
10.7 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.
11. FORCE MAJEURE
11.1 For the purposes of the Contract, “Force Majeure Event” means an event or circumstance beyond the reasonable control of Move IT Europe Ltd.
11.2 Move IT Europe Ltd shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Move IT Europe Ltd from providing any of the Goods for a continuous period of more than 7 Business Days, Move IT Europe Ltd shall have the right to terminate the Contract with immediate effect by giving notice to the Client.
12. CONFIDENTIALITY
12.1 In addition to the obligations imposed by any confidentiality agreement entered into between the parties, each party undertakes that it shall not at any time disclose to any person any Confidential Information disclosed to it by the other party except as permitted by Clause 12.2.
12.2 Each party may disclose the other party’s Confidential Information: 12.2.1 to its Representatives who need to know such information for the purposes of carrying out that party’s obligations or exercising its rights under the Contract, provided that the disclosing party shall take all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 12 as though they were a party to the Contract. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this Clause 12; and
12.2.2 as may be required by law, Court order or any governmental or regulatory authority.
12.3 Each party reserves all rights (including but not limited to intellectual property rights) in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Contract are granted to the other party or to be implied from these Conditions. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
13. NON-SOLICITATION
13.1 Except as expressly authorized in writing by Move IT Europe Ltd, the Client shall not solicit, nor offer work to, nor contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the Move IT Europe Ltd’s personnel who are directly or indirectly involved in the provision of Services either during the provision of Services or during the period of 12 (twelve) months thereafter.
13.2 In the event that the Client breaches clause 13.1, then the Client shall pay to Move IT Europe Ltd an amount equal to 15% (fifteen percent) of the employee’s current annual cost to company as a genuine pre-estimation of damages.
13.3 If the person being solicited is not an employee but rather an independent contractor of Move IT Europe Ltd, then the Client shall pay to the Move IT Europe Ltd an amount equal to 15% (fifteen percent) of the total amount paid by Move IT Europe Ltd) to that contractor in the financial year immediately prior to the solicitation in question having taken place.
14. ASSIGNMENT AND OTHER DEALINGS
14.1 The Client shall not assign, transfer, charge, sub-contract, or deal in any other manner with any of its rights and obligations under the Contract without the express prior written consent of Move IT Europe Ltd.
14.2 Move IT Europe Ltd may at any time assign, charge, declare a trust over or deal in any other manner with any or all of its rights under the Contract subject to clause 14.3.
14.3 Move IT Europe Ltd shall only be permitted to sub-contract its obligations under the Contract to a third party, where that third party is the entity who will perform the relevant Services in question (“Sub-Contractor”). For the avoidance of doubt, this means that any Sub-Contractor engaged by Move IT Europe Ltd shall not be permitted to further sub-contract its obligations to another third party without the prior written consent of the Client.
15. NOTICES
15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail, provided that where notice is given by email, a confirmatory copy shall be posted by any of the postal methods set out in this Clause 15.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 15; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission (provided that a confirmatory copy shall have been posted in the case of email notices).
15.3 The provisions of this Clause 15 shall not apply to the service of any proceedings or other documents in any legal action.
16. SEVERANCE
16.1 If any Court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17. ENTIRE AGREEMENT
17.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not expressly set out in the Contract.
18. WAIVER
18.1 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 breach or default.
18.2 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.
19. THIRD PARTY RIGHTS
19.1 No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms, under the Contracts (Rights of Third Parties) Act 1999.
20. GOVERNING LAW AND JURISDICTION
20.1 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.
20.2 Each party irrevocably agrees that the courts of England and Wales shall have non-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.
