Terms & Conditions

The Terms and Conditions for using our scheme are outlined below.  The Customer’s attention is particularly drawn to clauses 9 & 11

Definitions and interpretation

1.1    Definitions

In the Conditions the following definitions apply

1.1.1  “Business Day” means a day other than a Saturday a Sunday or a public holiday in England

1.1.2  “Commencement Date” means the date on which Start-Bee issues written acceptance of the Order

1.1.3  “Conditions” mean

(a)    the terms and conditions set out in this document and

(b)    any other terms and conditions agreed in writing by Start Bee

1.1.4  “Contract” means the contract between Start-Bee and the Customer in accordance with the Conditions

1.1.5  “Customer” means the person who purchases the Services from Start-Bee

1.1.6  “Deliverables” means the materials equipment documents and other property

(a)    details of which shall be provided from time to time in writing to the Customer by Start-Bee and

(b)    identified by Start-Bee as being items which Start-Bee will deliver to the Customer as part of the Services but

(c)    which the Customer is not required to return to Start-Bee

1.1.7  “Intellectual Property Rights“ means

(a)    patents rights to inventions copyright and related rights trade marks business names and domain names rights in get-up goodwill and the right to sue for passing off rights in designs database rights rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of and rights to claim priority from such rights and

(b)    all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

1.1.8  “Order” means the Customer’s order or the Customer’s written acceptance of Start-Bee’s quotation

1.1.9  “Parties” means Start-Bee and the Customer (and “Party” means either of them)

1.1.10 “Services” means the services supplied by Start-Bee to the Customer as set out in the Service Specification

1.1.11 “Service Specification“ means the description or specification for the Services provided in writing by Start-Bee to the Custome

1.1.12 “Start-Bee” means Start-Bee Limited registered in England and Wales with company number 07981229

1.1.13 “Start-Bee Materials” means the materials equipment documents and other property

(a)    details of which shall be provided from time to time in writing to the Customer by Start-Bee and

(b)    identified by Start-Bee as being items which Start-Bee will deliver to the Customer as part of the Services but

(c)    which will at all times remain the property of Start-Bee and

(d)    which the Customer is required to return to Start-Bee as provided in the Conditions

1.1.14 “Start-Bee Methods” means the methods in respect of which details and/or training are provided to the Customer by Start-Bee as part of the Services

1.1.15 “VAT” means value added tax chargeable from time to time

1.2    Interpretation

In the Conditions the following rules of interpretation apply

1.2.1  Words importing gender include each other gender

1.2.2  References to persons include a natural person or a corporate or unincorporated body (whether or not having separate legal personality)

1.2.3  The singular includes the plural and vice versa

1.2.4  Clause headings are included for the convenience of the Parties only and do not affect the interpretation of the Conditions

1.2.5  A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted

1.2.6  The words

(a)    “including” “include” or “in particular” or any similar words are illustrative only and are to be construed as if they were followed by the words “without limitation

(b)    “other” and “otherwise” or any similar words are illustrative only and shall not limit the sense of the words preceding them or succeeding them

(c)    “payment” “paid” “pay” “pays” and “payable” are to be construed as if they were immediately followed by the words “in cleared funds” and

(d)    “beyond Start-Bee’s control” are to be construed as if the word “reasonable” immediately preceded the word “control” and so as to include strikes lock-outs or other industrial disputes (whether involving the workforce of Start-Bee or any other person) 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

1.2.7  A reference to “writing“ or “written“ includes faxes and e-mails

Basis of Contract

2.1    Any quotation given by Start-Bee shall not constitute an offer

2.2    The Order shall only be deemed to be accepted when Start-Bee issues written acceptance of the Order at which point the Contract shall come into existence

2.3    The Contract constitutes the entire agreement between the Parties

2.4    The Customer acknowledges that it has not relied on any statement promise representation assurance or warranty made or given by or on behalf of Start-Bee which is not set out in the Contract

2.5    Any samples drawings illustrations descriptive matter or advertising issued by Start-Bee are issued or published for the sole purpose of giving an approximate idea of the Services and shall not form part of the Contract or have any contractual force

2.6    These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade custom practice or course of dealing

Delivery

3.1    Start-Bee shall deliver the Deliverables and the Start-Bee Materials to such other location as the parties may agree at any time after Start-Bee notifies the Customer that Start-Bee is ready to deliver them

3.2    Any dates quoted for delivery of the Deliverables and the Start-Bee Materials are approximate only and the time of delivery is not of the essence and Start-Bee shall not be liable for any delay in delivery

3.3    Start-Bee shall have no liability for any failure to deliver the Deliverables and the Start-Bee Materials to the extent that such failure is caused by circumstances beyond Start-Bee’s control

Quality

4.1    Start-Bee warrants that on delivery the Deliverables and the Start-Bee Materials shall

4.1.1  conform in all material respects with their description in the Service Specification

4.1.2  be free from material defects in design material and workmanship and

4.1.3  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

4.2    Subject to clause 4.3 if

4.2.1  the Customer gives notice in writing  within a reasonable time of discovery that some or all of the Deliverables and the Start-Bee Materials do not comply with the warranty set out in clause 4.1

4.2.2  Start-Bee is given a reasonable opportunity of examining such items and

4.2.3  the Customer (if asked to do so by Start-Bee) returns such items to Start-Bee’s place of business

Start-Bee shall at its option repair or replace the defective items (and the Conditions will apply to any such repaired or replacement items)

4.3    Start-Bee shall not be liable under clause 4.2 if

4.3.1  the Customer makes any further use of such items after giving a notice in accordance with clause 4.2

4.3.2  the defect arises because the Customer failed to comply with the Conditions or to follow Start-Bee’s oral or written instructions as to storage installation commissioning use or maintenance

4.3.3  the Customer has carried out (or had carried out) any alterations or repairs (or attempted alterations or repairs) of such items or

4.3.4  the defect arises as a result of fair wear and tear wilful damage negligence or abnormal working conditions

4.4    Except as provided in this clause 4 Start-Bee shall have no liability to the Customer in respect of any failure to comply with the warranty set out in clause 4.1

Title and risk

5.1    Deliverables

5.1.1  The risk in the Deliverables shall pass to the Customer on completion of delivery

5.1.2  Title to the Deliverables shall not pass to the Customer until Start-Bee receives payment in full (in cash or cleared funds) for any goods or services which Start-Bee has supplied to the Customer (including the Services and the Deliverables) and upon receipt of such payment title to the Deliverables shall pass

5.1.3  Until title to the Deliverables has passed to the Customer

(a)    the Customer shall store them separately from all other goods held by the Customer so that they remain readily identifiable as Start-Bee’s property and maintain them in satisfactory condition and

(b)    Start-Bee may at any time require the Customer to deliver up all Deliverables in its possession and (if the Customer fails to do so promptly) enter any premises of the Customer or of any third party where they are stored in order to recover them

5.2    Start-Bee Materials

5.2.1  The risk in the Start-Bee Materials shall pass to the Customer on completion of delivery and accordingly the Customer shall

(a)    store them separately from all other goods held by the Customer so that they remain readily identifiable as Start-Bee’s property and maintain them in satisfactory condition and

(b)    keep them insured against all risks for their full price on Start-Bee’s behalf from the date of delivery

5.2.2 Title to the Start-Bee Materials shall at all times remain with Start-Bee and shall not pass to the Customer and accordingly Start-Bee may at any time require the Customer to deliver up all Start-Bee Materials in its possession and (if the Customer fails to do so promptly) enter any premises of the Customer or of any third party where they are stored in order to recover them

Supply of Services

6.1    Start-Bee shall provide the Services to the Customer in accordance with the Service Specification in all material respects

6.2    Start-Bee shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services

6.3    Start-Bee 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 Start-Bee shall notify the Customer in any such event

6.4    Start-Bee warrants to the Customer that the Services will be provided using reasonable care and skill

Customer’s obligations

7.1    The Customer shall do the following

7.1.1  Co-operate with Start-Bee in all matters relating to the Services

7.1.2  Provide Start-Bee its employees agents consultants and subcontractors with access to the Customer’s premises office accommodation and other facilities as reasonably required by Start-Bee to provide the Services

7.1.3  Provide Start-Bee with such information and materials as Start-Bee may reasonably require to supply the Services and ensure that such information is accurate in all material respects

7.1.4  Prepare the Customer’s premises for the supply of the Services

7.1.5  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

7.1.6  Keep and maintain all Start-Bee Materials at the Customer’s premises in safe custody at its own risk maintain Start-Bee Materials in good condition until returned to Start-Bee and not dispose of or use Start-Bee Materials other than in accordance with Start-Bee’s written instructions or authorisation

7.1.7  In order to maintain the integrity and quality of the Services used in connection with the Services only

(a)    the Deliverables the Start-Bee Materials and the Start-Bee Methods and

(b)    any other items and methods of which Start-Bee provides prior approval in writing

but otherwise not to use in connection with the Services any items not supplied to the Customer by Start-Bee or any methods other than the Start-Bee Methods

7.1.8  Only use the Services (including the Deliverables the Start-Bee Materials and the Start-Bee Methods)

(a)    as authorised in Start-Bees’ quotation or written acceptance of the Order or the Service Specification or

(b)    as otherwise authorised by Start-Bee in writing

(including as to the time of use and the persons in respect of whom they can be used) and not to use them for any other purpose (including any purpose prejudicial to the commercial interests of Start-Bee)

7.2    If Start-Bee’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation

7.2.1  Start-Bee shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the default and to rely on the default to relieve it from the performance of any of its obligations to the extent the default prevents or delays Start-Bee’s performance of any of its obligations

7.2.2  Start-Bee shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Start-Bee’s failure or delay to perform any of its obligations as set out in this clause 7.2 and

7.2.3  the Customer shall reimburse Start-Bee on written demand for any costs or losses sustained or incurred by Start-Bee arising directly or indirectly from the default

Charges and payment

8.1    The charges for the Services (and all costs of packaging insurance and delivery of the Deliverables and the Start-Bee Materials) shall be

8.1.1  as set out in Start-Bees’ quotation or written acceptance of the Order or

8.1.2  as otherwise set out by Start-Bee in writing

8.2    Start-Bee shall be entitled to invoice the Customer on or at any time after the Commencement Date

8.3    The Customer shall pay each invoice submitted by Start-Bee within the time period for payment

8.3.1  as set out in Start-Bees’ quotation or written acceptance of the Order or

8.3.2  as otherwise set out by Start-Bee in writing and time for payment shall be of the essence of the Contract

8.4    All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT and where any taxable supply for VAT purposes is made under the Contract by Start-Bee to the Customer the Customer shall on receipt of a valid VAT invoice from Start-Bee pay to Start-Bee 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

8.5    If the Customer fails to make any payment due to Start-Bee under the Contract by the due date for payment then the Customer shall pay interest on the overdue amount at the rate of 8% per annum and such interest shall accrue on a daily basis from the due date for payment until actual payment of the overdue amount (whether payment is made before or after judgment) and the Customer shall pay the interest together with the overdue amount

8.6    The Customer shall pay all amounts due under the Contract in full without any set-off counterclaim deduction or withholding except as required by law

8.7    Start-Bee may without limiting its other rights or remedies set off any amount owing to it by the Customer against any amount payable by Start-Bee to the Customer

Intellectual Property Rights

 The Customer’s attention is particularly drawn to this clause

9.1    All Intellectual Property Rights in or arising out of or in connection with the Services (including in the Deliverables the Start-Bee Materials and the Start-Bee Methods) shall as between the Parties be the exclusive property of Start-Bee but the Customer shall for the duration of the Contract have a non-exclusive licence from Start-Bee to use those Intellectual Property Rights but only

9.1.1  in so far as necessary to ensure compliance with Start-Bee’s obligations under the Contract

9.1.2  for the purposes authorised by the Contract and

9.1.3  for as long as the Customer complies with its obligations under the Contract and in the event of any use by the Customer of those Intellectual Property Rights other than as authorised by the Contract or any other breach by the Customer of the Contract then such licence shall be deemed automatically revoked

9.2    The Customer shall not

9.2.1  grant any sub-licence to any person or do or omit to do anything to diminish the rights of Start-Bee in the Services (including in the Deliverables the Start-Bee Materials or the Start-Bee Methods) or

9.2.2  directly or indirectly assist any other person to do so

 

9.3    The Customer must immediately notify Start-Bee in writing if it becomes aware of

9.3.1  any actual suspected or threatened infringement of any of Start-Bee’s Intellectual Property Rights of the type referred to in clause 9.1 or

9.3.2  any claim made or threatened arising from the Customer’s use of the Services on the grounds (or purported grounds) that they infringe the rights of any third party and Start-Bee shall be entitled (if it so chooses) to have (at Start-Bee’s own expense unless the relevant use of the Services by the Customer was not authorised by the Contract in which case at the Customer’s expense) exclusive control of and conduct

and Start-Bee shall be entitled (if it so chooses) to have (at Start-Bee’s own expense unless the relevant use of the Services by the Customer was not authorised by the Contract in which case at the Customer’s expense) exclusive control of and conduct over all litigation or negotiations in respect of the same and shall be entitled to retain for its own account all sums recovered in any such action and the Customer will cooperate fully to give Start-Bee the benefit of this clause 9.3 (including the provision of all assistance which Start-Bee requires and having no relevant communications with and making no relevant admissions to any third party in respect of the matter)

9.4    Start-Bee gives no warranty that the Services do not infringe the rights of any third party

Confidentiality

The Customer shall keep in strict confidence

10.1   all technical or commercial know-how specifications inventions processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Start-Bee (or its employees’ agents or subcontractors) and

10.2   any other confidential information concerning Start-Bee’s business its products and services which the Customer may obtain

Limitation of liability

The Customer’s attention is particularly drawn to this clause

11.1   Nothing in these Conditions shall limit or exclude Start-Bee’s liability for

11.1.1 death or personal injury caused by its negligence or the negligence of its employees’ agents or subcontractors

11.1.2 fraud or fraudulent misrepresentation

11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 (that Start-Bee is in a position to transfer to the Customer the Deliverables and that the Customer shall have quiet possession of them) and

11.1.4 defective products under the Consumer Protection Act 1987

11.2   Subject to clause 11.1

11.2.1 Start-Bee shall under no circumstances whatever be liable to the Customer whether in contract tort (including negligence) breach of statutory duty or otherwise

(a)    for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract or

(b)    as a result of any delay or failure by Start-Bee to perform its obligations under this Contract as a result of events beyond Start-Bee’s control and

11.2.2 Start-Bee’s total liability to the Customer in respect of all 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 amount of the price paid or payable by the Customer to Start-Bee under the relevant Contract

11.3   Subject to clause 4 the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 (that the Deliverables shall conform with their description and sample and be of satisfactory quality and fit for their purpose) are to the fullest extent permitted by law excluded from the Contract

11.4   This clause 11 shall survive termination of the Contract

Termination

12.1   Unless terminated earlier in accordance with clauses 12.2 to 12.4 the Contract will terminate on completion of the performance of the Services

12.2   Without limiting its other rights or remedies either Party may terminate the Contract with immediate effect by giving written notice to the other Party if the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so

12.3   Without limiting its other rights or remedies Start-Bee may with immediate effect by giving written notice to the Customer

12.3.1 terminate the Contract or

12.3.2 suspend the supply of Services under the Contract or any other contract between the Customer and Start-Bee

if the Customer fails to pay any amount due under this Contract on the due date for payment

12.4   If an event beyond Start-Bee’s control prevents Start-Bee from providing any of the Services for more than 28 days then Start-Bee shall without limiting its other rights or remedies have the right to terminate this Contract immediately by giving written notice to the Customer

12.5   On termination of the Contract for any reason

12.5.1 the Customer shall immediately pay to Start-Bee all of Start-Bee’s outstanding unpaid invoices and interest (and in respect of Services ordered or supplied but for which no invoice has yet been submitted Start-Bee shall submit an invoice which shall be payable by the Customer immediately on receipt)

12.5.2 the Customer shall return any Deliverables which have not been fully paid for and all Start-Bee Materials and if the Customer fails to do so then Start-Bee may enter the Customer’s premises and take possession of them

12.5.3 the licence set out in clause 9 in respect of Intellectual Property Rights shall be deemed automatically revoked

12.5.4 the accrued rights and remedies of the Parties as at 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

12.5.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect

Assignment and other dealings

13.1   Start-Bee at any time

13.1.1 may assign transfer mortgage charge subcontract declare a trust over or deal in any other manner with all or any of its rights under the Contract and

13.1.2 may subcontract or delegate in any manner to any third party any or all of its obligations under the Contract

13.2   The Customer shall only be able to take any of the steps set out in clause 13.1 with the prior written approval of Start-Bee

Notices

14.1   Any notice or other communication given to a Party under or in connection with this Contract shall be in writing addressed to that Party at such address as that Party may have specified to the other Party in writing and shall be

14.1.1 delivered personally or

14.1.2 sent by prepaid first-class post or other next working day delivery service or

14.1.3 by commercial courier or

14.1.4 by fax or e-mail

14.2   A notice or other communication shall be deemed to have been received

14.2.1 if delivered personally when left at the address referred to in clause 14.1

14.2.2 if sent by pre-paid first class post or other next working day delivery service at 9.00 a.m. on the second Business Day after posting

14.2.3 if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed or

14.2.4 if sent by fax or e-mail the Business Day after transmission

14.3   The provisions of this clause 14 shall not apply to the service of any proceedings or other documents in any legal action

Severance

If any provision or part-provision of the Contract is or becomes invalid illegal or unenforceable

15.1   it shall be deemed modified or

15.2   the Parties shall negotiate in good faith to amend such provision

to the extent necessary to make it valid legal and enforceable and to the greatest extent possible to achieve the intended commercial result of the original provision but if such modification is not possible the relevant provision or part-provision shall be deemed deleted and any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract

Waiver

16.1   A waiver of any right under the Contract or law

16.1.1 is only effective if it is in writing

16.1.2 shall apply only to the circumstances for which it is given and

16.1.3 shall not prevent the Party who has given the waiver from subsequently relying on the provision it has waived

16.2   Any failure or delay by a Party in exercising any right or remedy under the Contract or by law or any partial exercise of any such right or remedy shall not

16.2.1 constitute a waiver of that or any other right or remedy or

16.2.2 prevent or restrict the further exercise of that or any other right or remedy

Third parties

No person other than the Parties and their permitted assigns or transferees shall have any rights to enforce the terms of the Contract

Variation

No variation of the Contract including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing in advance by Start-Bee

Governing law and jurisdiction

19.1   The 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 the law of England and Wales

19.2   Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims)