Client Contract Terms & Conditions

1. TERMS & CONDITIONS
   • (a) "The Client" means the party named as the Client on the front of this document
   • (b) "POWERGIRLS" means POWERGIRLS LIMITED of Vine Court, Chalkpit Lane, Dorking, Surrey RH4 1AJ
   • (c) "The Services" mean those Services scheduled on the front of this document or by reference to any attachment hereto
   • (d) "The Order" means the Order for the Services at the prices stated on the front of this document and otherwise on the terms and conditions in this Contract and also any variations thereto subsequently agreed under the signatures of the authorised representatives of both parties
2. ACCEPTANCE OF ORDER
   • POWERGIRLS LTD will accept the Order when annotated by the signature on the front of this document of an authorised representative of the Client which will create a contract between POWERGIRLS and the Client and will be construed as confirming the Client's total acceptance of these terms and conditions to the exclusion of any terms or conditions stipulated incorporated or referred to by the Client whether in any order or in any correspondence or negotiations occurring prior to an order being placed
3. THE CONTRACT
   • 3.1 This Contract represents the entire agreement between the parties. Each party warrants to the other that it has not relied upon any representations not recorded herein which have induced it to enter into this Contract. No amendment of these terms and conditions will be valid unless confirmed in writing by both parties on or after the date of this Contract by the signatures of an authorised representative of each party
   • 3.2 No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this Contract shall operate as a waiver of such power or right nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right
   • 3.3 Neither party shall assign this Contract without the prior written consent of the other party
   • 3.4 Any notice given under this Contract by either party to the other must be in writing and may be effected by personal delivery or by prepaid registered postage. A notice delivered personally is deemed to be served upon delivery and in the case of postage within forty-eight (48) hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties set out herein or to any other address notified in writing by one party to the other for the purpose of receiving notices after the date of this Contract
4. TERM
   • 4.1 This Contract shall operate for the term stated on the front of this document
   • 4.2 Any cancellation by the Client at more than 7 days notice will be charged at 50% of contract price
   • If 7 days or less notice is given the price will be charged to the Client in full. Any charges arising under this sub-clause will be subject to the terms of Clause 9, "Payments"
5. POWERGIRLS UNDERTAKES:
   • 5.1 To make reasonable efforts to ensure that the Services are performed in a timely and efficient manner
   • 5.2 To provide the Services during the hours and for the term shown on the front of this document
   • 5.3 To protect the confidential information of the Client in accordance with the provisions contained in Clause 10 of this Contract
   • 5.4 To indemnify the Client in accordance with the provisions contained in Clause 11 of this Contract but not further or otherwise
6. CLIENT UNDERTAKES:
   • 6.1 To provide POWERGIRLS with all necessary information and support that may reasonably be required to enable POWERGIRLS to carry out its obligations to the Client under this Contract
   • 6.2 For the purpose of co-ordination to designate one individual as defined on the front of this document or otherwise as first notified in writing to POWERGIRLS who shall be responsible for controlling, in consultation with POWERGIRLS, all aspects of POWERGIRLS' responsibilities under the terms of this Contract
   • 6.3 To provide or procure adequate facilities to enable POWERGIRLS to perform the Services at the location(s) stated on the front of this document and further to allow full and complete access to such location(s)
   • 6.4 To take all reasonable steps to ensure the health and safety of the personnel of POWERGIRLS whilst they are in attendance at the location(s) shown on the front of this document or any other site of the Client or its designated customers in connection with the performance of the Services
   • 6.5 To pay for the Services under the terms of this Contract as provided in Clauses 8 and 9 hereunder
   • 6.6 During the term of this Contract and for one year after final completion of the Services by POWERGIRLS not to solicit or hire either directly or through any associated company, firm or person any personnel of POWERGIRLS engaged in the performance of the Services except with the prior written consent of POWERGIRLS
   • 6.7 To indemnify POWERGIRLS in respect of any claim by personnel of POWERGIRLS (whether employees or contractors) arising in connection with the Services including (without prejudice to the generality of the foregoing) claims for unfair dismissal, constructive dismissal, wrongful dismissal, redundancy payments, sex discrimination, race discrimination, disability discrimination, sexual orientation discrimination, or religious belief discrimination
7. INDEPENDENT CONTRACTOR
   • It is understood that in POWERGIRLS' performance of the Services POWERGIRLS is acting as an independent contractor and not in any way as an agent or representative of the Client or any of the Client's customers. POWERGIRLS has no authority to bind or speak for the Client or its customers except as may be expressly granted in writing from time to time pursuant to and necessitated by the performance of this Contract
8. PRICES
   • 8.1 Any quotation given by POWERGIRLS is an invitation to treat only and no contract at the price stated in any quotation will come into effect until POWERGIRLS has accepted the Client's Order
   • 8.2 Any price quoted or agreed is exclusive of Value Added Tax or any like taxes unless expressly stated to be inclusive of Value Added Tax
   • 8.3 POWERGIRLS will give the Client a minimum period of one month's prior written notice of any amendment to the hourly or daily rates shown on the front of this document, if applicable
9. PAYMENTS
   • 9.1 All invoices are payable by the Client not later than fourteen (14) days from the date of invoice
   • 9.2 All payments which are not received when payable will be considered overdue and remain payable by the Client together with interest for late payment at the rate of 2% per month compound from the date payable until the date on which payment is actually made
10. CONFIDENTIAL INFORMATION
    • All written information and data of whatsoever kind or nature expressed to be confidential and furnished or made available to POWERGIRLS or its assigned personnel in the necessary performance of the Services shall be treated as confidential by POWERGIRLS and POWERGIRLS shall use reasonable endeavours to ensure that such confidential written information and data is not copied or disclosed to any third party in any manner whatsoever, either in whole or in part except upon the prior written authority of the Client, PROVIDED ALWAYS that such written and confidential information and data shall not already be in, nor subsequently enter (other than at the instance of POWERGIRLS acting in an unauthorised manner) the public domain
11. INDEMNITIES
    • POWERGIRLS will indemnify the Client in respect of any liability for death or personal injury caused solely by the negligence of POWERGIRLS or of its employees or agents in connection with their performance of the Services
    • 11.2 POWERGIRLS will indemnify the Client for direct damage to property caused solely by the negligence of its assigned personnel in connection with their performance of the Services POWERGIRLS' total liability under this sub-clause shall be limited to fifty thousand pounds (£50,000) for one event or series of connected events
    • 11.3 In no event shall POWERGIRLS be liable to the Client for any increased costs or expenses; for any loss of profits, business, contracts, revenues or anticipated savings; or for any special, indirect or consequential damages, in each case howsoever arising
    • 11.4 POWERGIRLS shall not be liable to the Client if for any reason POWERGIRLS shall have failed to provide the Services in full under this Contract provided that POWERGIRLS shall have used its reasonable endeavours to rectify any such failure
    • 11.5 The Client shall indemnify and defend POWERGIRLS and its personnel in respect of any claims by third parties which are occasioned by or arise from any POWERGIRLS' performance pursuant to the instructions of the Client or any customer of the Client or their respective authorised representatives
12. BREACH
    Either party may terminate this Contract at any time by notice in writing to the other party such notice to take effect forthwith:-
    • 12.1 if the other party is in breach of this Contract and, in the case of a breach capable of remedy, the breach is not remedied within 14 days of the other party receiving notice specifying the breach and requiring it to be remedied; or
    • 12.2 if the other party purports to assign its rights or obligations under this Contract; or
    • 12.3 if the other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt
13. JURISDICTION
    • This Contract shall be governed by and construed in accordance with English law and the parties submit to the jurisdiction of the English Courts except that in cases involving issues other than uncontested sums owing the parties agree to submit any dispute or difference between them arising out of or relating to the performance of the Services to arbitration by a single arbitrator in accordance with and subject to the provisions of the Arbitration Act 1996 or any statutory modification or reenactment thereof

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