1. In these terms and conditions “the Company” means Accredited Marketing and Approvals Ltd (a company registered in England number 5576833 whose registered address is at 25 Watling Street, Ross-on-Wye, Herefordshire, HR9 5UF) “The Client” means ......................(a company registered in ............. and whose registered address is at ....................).  The Client and Company are together referred to as the “Parties” under these terms and conditions.  “The Customer” means any customer or potential customer of the Client.  “A Proposal” means the Telemarketing Campaign Proposal and/or invoice sent to the Client by the Company by email dated .............. offering to perform services referred to therein at the price and in the manner therein referred to but subject always to these terms and conditions, for and at the request of the Client.  Any agreement between the Company and the Client shall be subject to the terms and conditions as set out hereunder.  These terms and conditions taken together with the Proposal shall form a contract between the Parties (the “Contract”). Changes to the Terms and Conditions may be agreed also by email and shall be supplemented and / or amended as may be agreed in writing between the parties.  The Company and the Client contract upon the terms of these conditions only and any printed or other standard terms emanating from the Client or Customer shall not apply unless agreed by a Director of each of the Parties in writing.  The Contract shall not be modified without the written agreement of a Director of each of the Parties.

2. The Client shall pay to the Company the fees set out in an invoice prepared in accordance with the Contract, within the stated invoice payment period (21 days) unless other terms are stated on the invoice.  All charges are in British Sterling.  The Client may if it so chooses settle invoices due to be paid to the Company by means of internet direct payments.  The Company’s current banking details are shown on all invoices.  The Company is registered for VAT in the United Kingdom number 910 2962 47.

3. The Proposal of the Company is open to acceptance within the period stated therein or when no period is so stated, within thirty days only, unless previously withdrawn.  The Company reserves the right without liability to withdraw the Proposal at any time.  The date of acceptance will be when the Client accepts in writing a Proposal issued by the Company, including by email and receives confirmation from the Company as to its acceptance of such appointment.

4. By accepting the Proposal within the specified time, the Client thereby appoints the Company as its representatives to perform the services specified in the Proposal on the Client’s behalf.  In the performance of the services contracted for hereunder, the Company reserves the right to disclose the identity of the Client as the principal to any Customer or Customers in so far as it is reasonably necessary so to do for the purpose of providing the services referred to in the Proposal.  On no account whatsoever shall the Company be liable to the Client in respect of any default by any Customer.

4.1 The Company shall indemnify the Client and hold it harmless from any damage to the reputation or business of the Client caused by the Company’s acts or omissions.  The Company confirms that it holds Professional Indemnity insurance sufficient to cover this and all other appointments and undertakes to keep such insurance current during the term of the engagement by the Client. 

4.2 The Company agrees that none of its directors, employees, agents or sub-contractors shall hold themselves out as being employees or representatives of the Client or shall attempt to negotiate with, or otherwise conduct or attempt to conduct any business with any Customer or communicate with any Customer save for the purposes of the Contract.

5. The Company shall diligently perform the services in the Proposal to the standards commonly accepted in the telemarketing market and failure to perform any of its obligations under the Proposal and these terms and conditions shall entitle the Client to terminate the appointment.  The Company agrees to perform the services referred to in the Proposal but gives no guarantee, undertaking warranty or representation that it shall procure any lead, appointment, order or agreement between the Client and any Customer.

6. The Company charges the costs it incurs in performing its services, meetings or appointments for the Client according to the rates specified in the Proposal.  Where a cost, including personal cost, is charged by the hour any part hours will be charged pro-rata at the hourly rate.

7. The Client agrees to provide the Company with such information, materials, lists and payments as may be reasonably needed or specified in the Proposal or invoice in order that the services may proceed in accordance within the time limits agreed between the Company and the Client, and any failure of the Client to comply with this requirement shall entitle the Company to terminate the Contract.  The Company’s rights under this clause shall arise only in the event of material failure by the Client to comply with its obligations under this clause.

8. The Client may request to postpone or cancel a telemarketing agreement after acceptance and confirmation of the proposal by giving notice in writing to the Company.  There will be no charge for postponement.  A charge will be payable by the Client upon cancellation in accordance with the schedule, stated as follows:

8.1 Where the Company receives written notice of the cancellation more than 10 working days (weekdays) before the date stated in the Proposal for the commencement of services there shall be no charge.  Where written notice is received within 10 working days (weekdays) of the commencement date the charge shall be 25% of the estimated total costs of the services as specified and accepted in the Proposal for telemarketing services.

8.2 Where no written notice is received or where terms of payment have not been met to allow commencement of agreed Telemarketing to commence on time the amount due to the Company from the Client shall be 50% of the agreed cost of the Telemarketing during the period of time booked and agreed for such Telemarketing.

9. Payment for first order is 50% pro forma and 50% on completion if the order is over £800.  Subsequent orders are invoiced.

10. This clause shall be read as to be subject to clauses 4 and 5.  The Company shall carry out the Contract with reasonable skill and care but subject thereto the Company hereby excludes all conditions, warranties and stipulations express or implied statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the Customer.

10.1 The Company shall always be afforded reasonable opportunity to amend (at its option) any defect in the services or goods before being in breach of these terms and conditions.

10.2 The Company will be liable for any loss or damage caused to the Client for any breach of contract directly attributable to the Company, its Directors or employees or agents or sub-contractors.  For the avoidance of doubt this liability is not to be interpreted as applying to consequential or indirect loss or damage to the Client.

11. The Company and the Client shall keep information confidential arising out of or in connection with this agreement and adhere to the provisions of the Data Protection Act.

11.1 Without prejudice to the generality of the foregoing the Company shall keep confidential all information it acquires arising from, or in connection with, this Contract.

12. Where the services performed by the Company require the Company’s employees to travel to a location other than the Company’s premises the Company reserves the right to charge the costs of travel and accommodation reasonably incurred in order to perform the services.  Motor travel is charged at an agreed per mile cost to the Client.  The agreed mileage rate is 40 pence per mile, inclusive of VAT.  The Company shall agree in writing in advance with the Client before any expenses shall be incurred in relation to the Contract, failing which the Client shall have sole discretion whether to pay the cost of any expenses incurred in good faith.

13. All materials and information procured and reports and databases and analogous outputs produced as a result of carrying out the services will be owned by the Client.  This does not extend to the ownership of equipment, telephone lines and telephone numbers owned by the Company in its ordinary course of business which shall remain in the sole ownership of the Company.

14. The Company may by notice in writing to the Client terminate any agreement in the event that the Client:

14.1 Commits any breach of these Terms and Conditions; or has any distress or execution levied upon any of its property or assets; or makes any arrangement with its creditors or commits any act of bankruptcy or has a winding up petition presented against it; or goes into liquidation or is subject to an administration order.  The Company agrees that this clause shall apply equally to the benefit of the Client where such circumstances apply to the Company. 

14.2 The Contract will terminate in any event on the date specified in the Proposal unless otherwise agreed between the Client and the Company.

15. These Terms and Conditions shall be governed by and construed in accordance with English Law and the Company and the Client irrevocably submit to the non-exclusive jurisdiction of the English Courts.  If any provision of these Terms and Conditions is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

The Late Payment of Commercial Debts (Interest) Act 1998 as amended

Invoices will be submitted monthly by the Company to the Client whereupon the Client shall have 30 days to settle such invoice failing which the provisions of the above Act as amended from time shall apply.

All invoices issued on strict terms and do not allow for late payment or extended credit.  

By placing an order under the Proposal, these terms and conditions are taken as been accepted by all parties involved.  All orders are subject to these terms and conditions of sale.