Terms and Conditions

The Client’s attention is particularly drawn to the provisions of clause 11.

1. INTERPRETATION
   1. Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6. Client: the person or firm who purchases Services from MarQuest. Commencement Date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8. Contract: the contract between MarQuest and the Client for the supply of Services in accordance with these Conditions. Deliverables: the deliverables set out in the Order which will be produced by MarQuest for the Client.Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

      MarQuest: MarQuest Limited, registered in England and Wales with company number 02911298, including any of its trading divisions or subsidiaries.

      Order: A request (whether orally or in writing) by the Client for MarQuest to perform the requested Services:
      (i) containing the Specification;
      (ii) identifying the Quotation reference; and
      (iii) the date(s) when the Client requires MarQuest to perform the Services..

      Quotation: A written statement of charges from MarQuest, including where necessary, an outline of the Services to be performed and details on the methods of working of MarQuest.

      Restricted Person: Any employee of MarQuest, and for the avoidance of doubt including Peter Quinn, Alistair Meakin, Ian Thackeray, Peter Mackenzie, Kasra Monfared, Jon Higgins and Thomas Stone.

      Services: the services, including the Deliverables, supplied by MarQuest to the Client, as set out in the Specification.

      Specification: the adequate description or specification of the Services provided in writing by the Client to MarQuest.

      Termination: termination of the Contract in accordance with clause 12.

   2. Construction. In these Conditions, the following rules apply:
      (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      (b) a reference to a party includes its personal representatives, successors or permitted assigns;
      (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      (e) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
   1. The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
   2. The Order shall only be deemed to be accepted when MarQuest issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
   3. The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MarQuest which is not set out in the Contract.
   4. Any samples, drawings, descriptive matter or advertising issued by MarQuest, and any descriptions or illustrations contained in MarQuest’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   5. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   6. The standard terms and conditions of the Client shall not apply to the Order or the Contract, notwithstanding that they may be printed on the Order or any other document issued by the Client.
   7. Any quotation given by MarQuest shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3. SUPPLY OF SERVICES
   1. MarQuest shall supply the Services to the Client in accordance with the Specification in all material respects.
   2. MarQuest shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   3. MarQuest shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and MarQuest shall notify the Client in any such event.
   4. MarQuest warrants to the Client that the Services will be provided using reasonable care and skill.
4. REPORTS
   1. MarQuest will issue a written report on its implementation of an Order where appropriate or at the reasonable request of the Client.
   2. MarQuest shall at all times retain the copyright in and such reports and all other information which it issues by way of implementation of the Contract and the Client may not copy such reports or any part of them without the written approval of MarQuest.
5. CLIENT’S OBLIGATIONS
   1. The Client shall:
      (a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      (b) co-operate with MarQuest in all matters relating to the Services;
      (c) provide MarQuest, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by MarQuest;
      (d) provide MarQuest with such information and materials as MarQuest may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects. The Client shall bear the cost of sending such documentation, goods or equipment to MarQuest.;
      (e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
      (f) keep and maintain all materials, equipment, documents and other property of MarQuest (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain MarQuest Materials in good condition until returned to MarQuest, and not dispose of or use MarQuest Materials other than in accordance with MarQuest’s written instructions or authorisation.
   2. If MarQuest’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
      (a) MarQuest shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays MarQuest’s performance of any of its obligations;
      (b) MarQuest shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from MarQuest’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
      (c) the Client shall reimburse MarQuest on written demand for any costs or losses sustained or incurred by MarQuest arising directly or indirectly from the Client Default.
6. PRICES AND PAYMENT
   1. The Charges for the Services will be set out in the Quotation.
   2. The Client shall pay MarQuest an advance, if expressly requested to do so as part of an Order, when such Order is accepted, or such other time as is agreed in writing by MarQuest and the Client. The advance shall be set against the amounts charged for carrying out the work when the final invoice is drawn up. MarQuest shall not pay any interest on the advance.
   3. All rates, prices, charges and discounts provided to the Client in a Quotation or published in MarQuest’s catalogues lists and other documents are subject to variation at any time prior to the acceptance of an Order by MarQuest. If no rate or price is quoted or published at the time of acceptance of the Order or if performance of the Services is to take place at the request of the Client more than 60 days after acceptance of the Order the price shall be that as determined at the date of performance as determined solely by MarQuest.
   4. MarQuest shall invoice the Client on completion of the Services, on delivery of the goods, or as otherwise agreed with the Client.
   5. The Client shall pay each invoice submitted by MarQuest:
      (a) within 30 days of the date of the invoice unless otherwise agreed; and
      (b) in full and in cleared funds to a bank account nominated in writing by
      MarQuest, and time for payment shall be of the essence of the Contract.
   6. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT), and any other applicable government taxes or duties. Where any taxable supply for VAT purposes is made under the Contract by MarQuest to the Client, the Client shall, on receipt of a valid VAT invoice from MarQuest, pay to MarQuest such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   7. Without limiting any other right or remedy of MarQuest, if the Client fails to make any payment due to MarQuest under the Contract by the due date for payment (Due Date), MarQuest shall have the right to charge interest on the overdue amount at the
      rate of 3 per cent per annum above the then current HSBC Bank PLC’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
   8. The Client shall pay all amounts due under the Contract in pound sterling (or such other currency as Marquest notifies to the Client) in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert
      any credit, set-off or counterclaim against MarQuest in order to justify withholding payment of any such amount in whole or in part. MarQuest may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by MarQuest to the Client.
7. INTELLECTUAL PROPERTY RIGHTS
   1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by MarQuest.
   2. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on MarQuest obtaining a written licence from the relevant licensor on such terms as will entitle MarQuest to license such rights to the Client.
   3. All Supplier Materials are the exclusive property of MarQuest.
8. NON SOLICITATION
   1. In order to protect MarQuest, the Client covenants with MarQuest that it will not (and will procure that its employees, agents, parents, subsidiaries, associates, advisers and any person acting on its behalf will not) for the duration of the Contract and for a period of 3 years after Termination:
      (a) solicit, induce or attempt to induce, or endeavour to entice away from MarQuest, its business or custom with a view to providing goods or services in competition with MarQuest in relation to such business or custom;
      (b) solicit, induce or attempt to induce, offer to employ or engage or otherwise endeavour to entice away from MarQuest any Restricted Person.
   2. Each of the restrictions in this clause 8 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
9. CONFIDENTIALITY
   A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.
10. ANNOUNCEMENTS
    Neither MarQuest or the Client shall make any announcement concerning the Contract or any ancillary matter before the date of the Contract except as required by law, or any regulatory body or with the prior written approval of the other party, such approval not to be unreasonably withheld or delayed.
11. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Conditions shall limit or exclude MarQuest’s liability for:
       (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
       (b) fraud or fraudulent misrepresentation; or
       (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 11.1:
       (a) MarQuest shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
       (b) MarQuest’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Order.
    3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    4. This clause 11 shall survive termination of the Contract.
12. TERMINATION
    1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
       (a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
       (b) the other party 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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so
       doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
       (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       (e) the other party (being an individual) is the subject of a bankruptcy petition or order;
       (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
       (h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
       (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(i) (inclusive);
       (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
       (l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, MarQuest may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 months’ written notice.
    4. Without limiting its other rights or remedies, MarQuest shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and MarQuest if the Client becomes subject to any of the events listed in
       clause 12.1(b)) to clause 12.1(l), or MarQuest reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
13. CONSEQUENCES OF TERMINATION
    On termination of the Contract for any reason:
    (a) the Client shall immediately pay to MarQuest all of MarQuest’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MarQuest shall submit an invoice, which shall be payable by the Client immediately on receipt;
    (b) the Client shall return all of MarQuest Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then MarQuest may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this
    Contract;
    (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and
    (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. GENERAL
    1. Force majeure:
       (a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of MarQuest including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of MarQuest or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
       (b) MarQuest shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
       (c) If the Force Majeure Event prevents MarQuest from providing any of the Services for more than 4 weeks, MarQuest shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
    2. Assignment and subcontracting:
       (a) Marquest shall not, without the prior written consent of MarQuest, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
       (b) The Client shall not, without the prior written consent of MarQuest, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    3. Notices:
       (a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
       (b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting, or 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, on the next Business Day after transmission.
       (c) This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
    4. Waiver:
       (a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial
       exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
       (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
    5. Severance:
       (a) If a court or any other 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 deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
       (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    7. Third parties: A person who is not a party to the Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
    8. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by MarQuest. exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
       (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
    9. Severance:
       (a) If a court or any other 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 deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
       (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    10. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have
        authority to act as agent for, or to bind, the other party in any way.
    11. Third parties: A person who is not a party to the Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
    12. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by MarQuest.
    13. Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

15. Version History	Date	Amendment
    1.0	June 1994
    2.0	June 2009	Update to reflect new products and services
    3.0	December 2011	Revision to accommodate client feedback and legal review
    3.1	December 2011	Clause renumbering and minor edits
    3.2	November 2012	Changes to personnel