Terms and Conditions

Application and full agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by RECOGITATE LTD a company registered in England and

Wales under number 14149689 whose registered office is at 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are liable to accept the Terms and Conditions when receiving our quotation or from the date of commencement of our services (whichever happens earlier).

The terms and conditions and quotation (the Contract) are the full agreement between us.

3. You have to accept that you are not entrusted upon any representation, promise or statement give by or made or on our behalf. The conditions are applicable to the elimination of any other terms that you try to enforce or integrate, or which are applied by practice, custom, trade or implied by trade, custom, practice or dealing process.

Explanation

4. A “business day” implies any other day than a Saturday, Sunday and bank holiday.

5. The heading in these Terms and Conditions are only for accessibility and do not alter their meaning.

6. Words communicating the singular number shall consist of the plural and vice-versa.

Services

7. We ensure to use the required knowledge and care in our activities that will complement the quotation, comprising of any including any specifications in all material ways. We will make any alterations to our services that are required to follow any applicable law or safety obligation and we will notify you if this is required.

8. We will make the most of our resources to accomplish our services on time as mentioned in the quotation. Though, time is not put into consideration whenever we perform our duties.

9. The Terms and Conditions are applicable to the supply of any goods and services unless we point out in any other way.

Your Responsibilities

10. You should acquire any required licenses, consents, permissions and others. You should give us access to any or all related information, properties, materials or other things that we require to offer the services.

11. We will terminate our service if you do not adhere to clause 10.

12. We take no responsibility for setback or failure in providing the services, if it has occurred due to your failure to follow the provisions of this section. (It is your responsibility).

Fees

13. The Services fees are laid out in the quotation and are according to time and material.

14. Along with the Fees, we can also recover you from a) service costs provided by third parties and needed by us for the service performances. b) affordable accidental expenditure, including but not limited to hotel costs, travelling costs, subsistence and any related expenditure, and c)the price of any material needed for the provision of Services.

15. You should pay us for any extra assistance offered by us that are not mentioned in the quotation as per our current, applicable rate according to the time of performance or such other rates as agreed between us. The provisions of clause 14 are also considered for these services.

16. The Fees are of any appropriate VAT and other taxes that are levied or charged by any rival authority.

17. You are not liable to the payment of any Deposits, unless otherwise provided in the Services Agreement with you.

Withdrawal, Cancellation and Amendment

18. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 5 business days from the date of the quotation, (unless the quotation has been withdrawn).

19. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

20. Notify us via writing as soon as possible if you want to amend any details of the services. We will take the required initiatives to do the modifications. We will include the extra cost in the fees and invoice it to you.

21. If we do alter our services or the ways we provide our due to reasons beyond our control, we will inform it you right away. We make the most of our resources to do minimum changes.

Payment

22. We will invoice you the fees payment on the invoice date mentioned in the quotation or the Services Agreement executed between you and us.

23. You should pay the due fees in 7 days of the invoice date or otherwise in accordance, including any agreed credit terms.

24. Time for payment shall be of the essence of the Contract.

25. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10 % per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

26. Payment due under these Terms and Conditions should be done entirely with no deduction. If you withhold payment as required by law, none of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any amount in whole or in part.

27. We can suspend further provision of the service if you do not pay within the mentioned time frame and cancel any future assistance that have been availed by you or arranged with you.

28. Receipts for payment will be issued by us only at your request.

29. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and Assignment

30. We can assign, transfer, charge, subcontract or deal in any other way anytime with all or any of your rights according to these Terms and Conditions. We can also delegate or subcontract or delegate any or all of our obligations to any third party.

31. You should not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions without our prior written consent.

Termination

32. We may terminate the provision of the Services if you:

a. commit a material breach of your obligations under these Terms and Conditions; or

b. fail to make pay any amount due under the Contract on the due date for payment; or

c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, a notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or

f. demonstrate unacceptable customer behaviour, and we put a permanent restriction on communication with you under Clause 45.

Intellectual Property

33. We reserve intellectual property rights and all copyright that may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to prevent or restrain the breach of such intellectual property rights.

Responsibility and Indemnity

34. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

35. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

36. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

37. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

38. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Unacceptable Customer Behaviour Policy

39. RECOGITATE LTD is committed to providing an excellent service to our customers and we will always do our best to help. In return, we expect our customers to behave appropriately and treat our employees with courtesy, consideration and respect, to allow them to carry out their work.

40. We accept that some people may act out of character in times of trouble or distress. But in a very small number of cases some customers behave in ways that are inappropriate and unacceptable, despite our best efforts to help them.

41. Demonstrating unacceptable behaviour will make it difficult for us to deal with your query or complaint effectively. If you do wish to make a complaint about our level of service, please contact us at info@recogitate.co.uk.

42. The following list of information shall constitute Unacceptable Customer Behaviour: any unreasonable behaviour (written or verbal) that we consider might cause employees to feel intimidated, offended, bullied or harassed; threatening emails and telephone calls; inappropriate comments on social media; inappropriate banter, including innuendo; malicious allegations; any form of physical violence or threats of physical violence; derogatory racial, sexist, ageist or homophobic remarks; comments relating to disability, perceived gender, religion, belief or any other protected characteristic; unreasonable demands through the amount of information they seek, nature and scale of service they expect, and volume of correspondence they generate (customers who will not accept a decision taken in relation to their query, or persistently contact us about the same issue, can generate unreasonable demands – taking up a disproportionate amount of time and resources, which can affect our ability to provide a service to other customers); and/or excessive contact because of an unwillingness to accept or agree with a policy decision adopted by RECOGITATE LTD.

43. Employees of RECOGITATE LTD do not have to tolerate unacceptable or vexatious behaviour when communicating with our customers; hence, they shall have the right to place the caller on hold, end the call or not reply to an abusive email or letter.

44. The right under Clause 42 shall only be exercised after the employee has allowed the customer to moderate their behaviour by warning them that their conduct is offensive and explaining the measures that might be taken in the event of the continuation of such behaviour.

45. If you continue to display unacceptable behaviour, our senior managers can authorise the decision to place a temporary or permanent restriction on communication with you, and you will be communicated such decision. The communication may also be limited to being conducted in writing, limited to a specific individual or permanently terminated. The permanent restriction on communication shall result in termination of our provision of services to you under Clause 34(f).

Circumstances beyond a party’s control

46. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

47. Notifications under these Terms and Conditions should be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

48. Notices willl be deemed to have been duly given:

a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b. When sent if transmitted by fax or email and a successful transmission report or return receipt is generated;

c. If mailed by national ordinary mail on the fifth business day following mailing; or

d. If mailed by airmail on the tenth business day following mailing.

49. All notices under these Terms and Conditions must be targeted to the most recent address, email address or fax number notified to the other party.

No waiver

50. No delay, act or omission by a party interfering any right or remedy will be deemed a remission of that, other right or remedy nor stop further exercise of any other right, or remedy.

Severance

51. If either of the Terms and Conditions is found to be illegal, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

52. These Terms and Conditions framed and laid out as per the English law. All conflicts disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.