Think Beyond Conditions of Sale
These Conditions apply to any Customer that commences work with the team at Think Beyond. By engaging with us at Think Beyond, the Customer agrees to be bound by these Conditions of Sale. This ensures a smooth partnership when working with our team of experts.
1.1 In the Contract the following terms have the meanings shown next to them:
|Bankruptcy||means an event where bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation or a corresponding event under Scottish Law.|
|Conditions||means these Conditions of Sale.|
means this agreement for the provision of any services between Think Beyond and the Customer comprising in order of precedence:
· the Proposal;
· the Conditions; and
· any other documents and terms expressly incorporated into the Contract.
|Customer||means the person with whom Think Beyond contracts to supply services.|
|Intellectual Property Rights||means any patent, petty patent, registered design, copyright, design right, database right, rights in designs, invention, know-how, or any similar right exercisable in any part of the world and including any applications for the registration of any patents or designs.|
|Partners||means any entity or organisation introduced by Think Beyond as are necessary in the provision of Services.|
|Proposal||means a document that sets out the provision of Services to be supplied by Think Beyond against which any received form of written agreement constitutes a Contract.|
|Services||means each item of work done and services supplied as specified in the Proposal.|
|Think Beyond||means Think Beyond Group Limited (company registration 11537703), Suite 450 Courthill House, 60 Water Lane, Wilmslow, Cheshire, SK9 5AJ|
- Provision of Services
2.1 Commencement of Services
- 2.1.1 The Customer understands that no Services will be provided beyond the Proposal until a valid Purchase Order has been received by Think Beyond which will be subject to these Conditions of Sale.
- 2.1.2 The Customer acknowledges that a delay in supplying a Purchase Order to Think Beyond may affect the commencement of Services outlined in the Proposal.
2.2 Provision of Information
- 2.2.1 The Customer shall provide all information requested by Think Beyond as is necessary to complete the Services outlined in the Proposal.
- 2.2.2 The Customer shall not introduce any fee or levy for provision of such information or support as is necessary to carry out the above Services.
2.3 Integration of Services
- 2.3.1 The Customer shall allow any reasonable system, employee or physical access as requested by Think Beyond or one of its stated Partners to facilitate implementation of Services into the Customer.
- 2.3.2 The Customer shall respect any Intellectual Property Rights of Think Beyond and its Partners disclosed during the integration of Services as above.
- The parties acknowledge that these Conditions prevail over any terms and conditions where the Customer’s purchase order constitutes the Proposal.
- 4.1 The charges are as detailed in the Proposal and Think Beyond reserves the right to vary its charges upwards in accordance with market conditions or the provision of further information causing variation to the Services stated in the Proposal. The Customer agrees to pay the charges using any payment method specified by Think Beyond.
- 4.2 The charges detailed in the Proposal may be superseded by the Sales Invoice and Think Beyond reserves the right to vary its charges upwards in accordance with market conditions or the provision of further information causing variation to the Services stated in the Proposal. The Customer agrees to pay the charges using any payment method specified by Think Beyond.
- 4.3 Think Beyond will send invoices for any charges or Services to the address provided by the Customer for the Proposal, unless otherwise notified by the Customer to Think Beyond, or to any other address (including email address) that Think Beyond reasonably believes to be appropriate.
- 4.4 Unless otherwise stated, charges:
- (a)include all costs for Think Beyond and its Partners.
- (b)are exclusive of VAT which is chargeable at the applicable rate.
- (c)exclude any interest, payment processing fee or late payment charges where applicable.
- 4.5 As part of its credit management procedures, Think Beyond requires the Customer to pay a proportion of the charges before commencement of Services, which will be stated with the Proposal, and may check the Customer’s details with a fraud prevention/credit vetting agency.
- 4.6 If the Customer provides information that Think Beyond reasonably believes to be false or incorrect and Think Beyond suspects fraud, then Think Beyond may record this information with a fraud prevention agency. Think Beyond and other organisations may use and search this information.
- 4.7 Unless, Services are purchased indirectly:
- (a)then payment is due when the Proposal is agreed in any written form with Think Beyond, unless otherwise stated or agreed with Think Beyond; and
- (b)then payment is due within 14 days from the date of the invoice unless otherwise stated or agreed with Think Beyond to pay earlier.
- Irrespective of the mode of purchase of Services as specified in 4.4 (a), (b) and (c), pre-work in any form such as an initial consultation, feasibility audit or preliminary report may be invoiced separately to Services and payment for the same is due within 14 days from the date of such invoice unless otherwise stated or agreed with Think Beyond to pay earlier.
- 4.8 If the Customer disputes any charge on an invoice the Customer will notify Think Beyond in writing within 7 days of the date of the bill with all relevant information. Where the disputed amount is:
- (a)less than 10% of the total bill, the Customer will pay the full amount of the bill; or
- (b)more than 10% of the total bill, the Customer must pay the amount not in dispute.
- 4.9 Any disputes will be resolved promptly and the resolved amount if any is payable immediately. In the event that a dispute on an invoice is not raised within the aforementioned 7 day period, then the Customer is obliged to pay that invoice in full.
- Late Payment
- 5.1 If Think Beyond does not receive payment by the due date, Think Beyond may charge the Customer daily interest on late payments at a per annum rate equal to 10% for the period beginning on the date on which payment is due and ending on the date on which payment is made.
- 5.2 If the Customer does not pay any invoice, Think Beyond may as a last resort instruct a debt collection agency to collect payment (including any interest) on behalf of itself or its Partners. If Think Beyond instructs a debt collection agency, the Customer must pay Think Beyond an additional sum to cover the reasonable costs incurred by Think Beyond in instructing the debt collection agency.
- 5.3 If any sum owed by the Customer to Think Beyond under the Contract or any other Contract or agreed Proposal the Customer has with Think Beyond is not paid by the due date, Think Beyond may deduct this sum from any payment or credit.
- Changing the Contract
6.1 The Contract cannot be varied without the written agreement of the parties. The Contract cannot be varied without the written agreement of the parties except that Think Beyond may make minor changes to the delivery of Services provided which do not substantially affect the performance stated in the Proposal.
- Ending the Contract
- 7.1 Think Beyond may end the Contract with no liability to the Customer, itself or its Partners at any time by giving notice to the Customer:
- (a)before commencement of Services or on 7 days written notice to the Customer once Services commence;
- (b)with immediate effect if the Customer:
- (i)breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by Think Beyond to do so; or
- (ii)suffers Bankruptcy.
- 7.2 The Customer may:
- (a) withdraw an agreed Proposal prior to commencement of Services by giving notice to Think Beyond in writing and if so agrees to pay Think Beyond’s compensatory cancellation charge which may include:
- (i)Think Beyond’s charges for work done and management; and/or,
- (ii)Think Beyond’s charges from its Partners that cannot be cancelled; and/or
- (iii)The full charges for the Services; and/or
- Think Beyond will try to keep such charges to a minimum.
- (iv)Where the Customer agreed to online Services, then Think Beyond will apply charges as per the table below.
- (b) end the Contract if:
- Think Beyond materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so; or
- insolvency proceedings are brought against Think Beyond or Think Beyond arranges with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of Think Beyond’s assets or Think Beyond goes into liquidation or a corresponding event under Scottish Law.
Notice period prior to online go-live
21 days or more
50% of any charges due
7 days or less
100% of any charges due
- Limitation of Liability
- 8.1 Neither the Customer nor Think Beyond excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.
- 8.2 Subject to Clause 8.1, neither party shall be liable to the other or to any third party, whether in contract, tort, under statute or otherwise (including in each case negligence) for any of the following types of loss or damage whether direct or indirect arising under or in relation to the Contract or any part of it:
- (a)any loss of profits, revenue, opportunity, wasted expenditure, business contracts, business interruption, wasted expenditure anticipated savings, goodwill, or revenue; and/or
- (b)any loss or corruption or destruction of data; and/or
- (c)any special, indirect or consequential loss or damage whatsoever. whether or not that party was advised in advance of the possibility of such loss or damage.
- 8.3 Subject to clauses 8.1, and 8.2, the Customer, Think Beyond and its Partners accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss to a value not to exceed:
- (a)£1,000 for loss of or damage to physical property; and
- (b)for all other loss or damage, the greater of either
- (i)£5,000; or
- (ii)100% of the amounts paid by the Customer under the Contract.
- Clause 8 will not apply to any obligation to pay charges.
- Subject to paragraph 7 and with the exception of the condition and warranties implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, Think Beyond excludes all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the provision of Services.
- Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.
- Intellectual Property and Confidentiality
- 9.1 Except as expressly set out in the Contract, the Customer, Think Beyond and its Partners do not acquire any rights or licences to the other’s Intellectual Property Rights.
- 9.3 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without Think Beyond’s prior written consent, copy, de-compile or modify any software or digital content, online or offline, copy manuals or documentation or permit anyone else to do so.
- 9.4 Except to the extent any disclosure is required by law Think Beyond and its Partners and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer, Think Beyond and its Partners will not, without the consent of the other, disclose such information to any person other than:
- (a)their Group Company employees or professional advisers who need the information in order for the Customer or Think Beyond to fulfil its obligations under the Contract; or
- (b)in the case of the Customer, its employees to the extent necessary to benefit from the Services;
- (c)in the case of Think Beyond and its Partners, the employees or professional advisers of its suppliers who need the information in order for Think Beyond to fulfil its obligations under the Contract.
- 9.5 Information that Think Beyond holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Think Beyond sharing such information with third party companies.
- 9.6 Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by Think Beyond in connection with the Contract the Customer will:
- (a)notify Think Beyond immediately of the request; and
- (b)give Think Beyond at least ten working days to make representations.
- General Terms
10.1 Matters Beyond Reasonable Control
- (a)If the Customer, Think Beyond or its Partners are unable to perform, or are delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, epidemic, pandemic, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.
- (b)If any of the events detailed in clause 10.1(a) continue for more than three months the Customer, Think Beyond or its Partners may end the Contract in whole or part by written notice to the other.
10.2 Escalation and Dispute Resolution
- (a)Think Beyond will try to work through any dispute that the Customer may have with Think Beyond or its Partners. If this does not resolve the dispute then the Customer may refer the matter to the relevant dispute resolution service as set out in clause 10.2(b).
- (b)Any dispute must be raised in writing with the Customer’s or Think Beyond’s representative as appropriate giving all relevant details including the nature and extent of the dispute. The Customer and Think Beyond will use reasonable endeavours to resolve any dispute as follows:
- (i)a dispute which has not been resolved by the Customer’s or Think Beyond’s representative within 28 days of being raised may be referred by the Customer or Think Beyond the first level by written notice to the other; and
- (ii)if the dispute is not resolved at the first level within 28 days of referral, the Customer or Think Beyond may refer the dispute to the second level by written notice to the other.
- The Customer’s and Think Beyond’s representatives at the first and second levels are as notified by the Customer and Think Beyond to the other from time to time.
- (c)Nothing in this clause 10.2 shall prevent the Customer, or Think Beyond and its Partners from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.
10.3 Transfer of Rights and Obligations
- The Customer and Think Beyond may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:
- (a)The Customer may transfer its rights or obligations or both to a Group Company with the written consent of Think Beyond, such consent not to be unreasonably withheld or delayed; and
- (b)Think Beyond may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.
- If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.
- Subject to clause 8.2, clause 8.3 will survive the termination or expiry of the Contract and clauses 9.4 and 9.5 will survive the termination or expiry of the Contract for two years.
10.6 Entire Agreement
- (a)The Contract contains the entire agreement between the Customer and Think Beyond and replaces all previous written or oral agreements relating to its content.
- (b)The Customer and Think Beyond agree that:
- (i)they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
- (ii)in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.
- (c)The terms of clauses 10.6(a) and 10.6(b) will not affect the rights or remedies of the Customer and Think Beyond for any fraudulent misrepresentation.
- (d)If this Contract contains any obvious error, this Contract will be varied to reflect the true intent of the parties.
- A failure or delay by the Customer or Think Beyond and its Partners to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or Think Beyond waives a right or breach of the Contract, that waiver is limited to the particular right or breach.
10.8 Rights of Third Parties
- A person who is not the Customer or Think Beyond (including an employee, officer, agent, representative or sub-contractor of the Customer or Think Beyond) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.
- Notices given under the Contract must be in writing and delivered to the following addresses:
- (a)to Think Beyond at the address shown on the invoice or any address (including email address) which Think Beyond provides to the Customer for this purpose; or
- (b)to the Customer at the address to which the Customer asks Think Beyond to send a Proposal (including email address), send invoices, the address of the Site or, if the Customer is a limited company, its registered office or its email address.
- This clause does not apply to notices given under clause 4.3.
11.10 Non Solicitation
- The Customer agrees that for such period from the conclusion of this Contract it shall not solicit for employment, nor employ, whether as employee or independent contractor, any personnel or sub-contractor who is subject to such a restriction for as long as the restriction remains valid.
10.11 Law and Jurisdiction
- The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.
10.12 Data Protection
- The Customer, Think Beyond and its Partners will comply with their respective obligations under the Data Protection Act 2018 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer, Think Beyond and its Partners will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.
10.13 Customer’s Instructions
- Think Beyond may take instructions, receive any written form of agreement of a Proposal or acknowledgment for completion of Services, from a person whom it thinks, with good reason, is acting with the Customer’s permission.