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1)
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So far
as they are not expressly varied in writing these Terms and Conditions ("Conditions")
shall be deemed to be incorporated into all contracts made by Bourse Company Services
Limited ("the Company") and all work undertaken and/or goods and/or services supplied
by the Company shall be deemed to be carried out pursuant to these Conditions
and no other terms or conditions shall be incorporated into any contract with
the company unless the same shall have been accepted in writing by a director
on behalf of the Company.
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2)
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Any person, firm or company ("the Customer") from which the Company receives instructions shall be liable to the Company as principal for all costs, charges and/or expenses that shall be due to the Company in respect of work carried out and/or goods supplied by the Company subject to these Conditions whether the customer purports to contract as principal agent or otherwise and the Customer may not assign the benefit or burden of any contract with the Company to any third party.
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3)
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(i)
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The Company shall not be liable in respect of any failure to meet any specified delivery date save that
where the Company files registers or submits documents or conducts agency services subject to a time limit, the Company shall not be obliged to accept instructions unless it is satisfied that it can comply with such time limit.
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(ii)
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Notwithstanding any other provision in these Conditions or in any contract of which they form part, the Company shall be entitled to postpone or cancel performance of its obligations in whole or part when it is delayed in or prevented from discharging the same by any cause beyond its control and during the happening of any event beyond its control the obligations of the Company shall be suspended until such events have ceased or until the Company elects to cancel its obligations as the case may be and in the event of cancellation the Company shall be entitled to be paid pro rata for goods delivered and/or work done up to the date of cancellation.
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4)
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(i)
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The Company's obligations shall be personal to the Customer and in agreeing to undertake work and/or
supply goods and/or services to the Customer the Company shall not accept any liability to or in respect of any other person and should any other person than the Customer claim to have suffered loss or damage as a result of any alleged failure by the company to discharge its obligations the Customer shall indemnify the Company in respect of any such claim for loss or damage made by such other person whether against the Customer the Company or otherwise.
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(ii)
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The Company's liability to the Customer pursuant to these Conditions or otherwise howsoever shall be to the limit of any sum recoverable under the company's insurance cover for the time being in force details of which are available on request.
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5)
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The Customer warrants to the Company as follows:
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(i)
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that any instructions given
by it to the Company will not cause the Company to infringe the laws of any country.
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(ii)
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that all information given
by it to the Company is true and accurate in all respects.
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(iii)
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that where shares or company
appointments are held by employees of the Company in connection with the formation
of a company for the Customer then
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(a)
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immediately following receipt
of the necessary documentation by the Customer all necessary steps will be taken
to:
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(i)
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complete the transfer of
shares to any beneficial owner;
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(ii)
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implement the resignations
of the employees of the Company from any such appointments and substitute the
intended appointees in the new company in their place;
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(iii)
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complete the necessary statutory
formalities in connection with the resignation and appointment of officers, notification
of change in situation of registered office and the issue of shares.
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(b)
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the new company shall not
trade or purport to trade until such time as Conditions 5 (iii) (a) (ii) and (iii)
shall have been complied with.
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(iv)
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that where documents are
supplied by the Customer to the Company for printing that such documents are not
defamatory in breach of copyright for contrary to other legal restrictions.
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6)
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(i)
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The Customer shall indemnify
the Company against all actions, demands, costs, charges, penalties, claims
or expenses incurred by the Company, its employees or agents as a result of any
breach of any of the Customer's Warranties herein contained;
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(ii)
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Notwithstanding anything
contained in condition 6 (i) hereof, if the Customer is in breach of the provisions
of Conditions 5 (iii) (a) (ii) then the Company shall have the right to charge
the Customer fees for the provision of its employees as officers and/or its premises
as registered office at such rate as the company shall designate.
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7)
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So far as may be necessary
to carry out the Customer's instructions the Customer authorises the Company to
sign the Customer's name upon Court and other official forms and applications
and the Customer shall indemnify the Company against all actions, demands, costs,
claims, charges, penalties and expenses that may result from the Company's use
of the Customer's name in connection with the making of applications to or the
conduct of business in any Government Department, Court Registry or other official
body so far as such application or business may be necessary to carry out the
Customer's instructions.
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8)
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Copyright in all written
material including documents, reports and record books prepared by the Company
shall vest in the Company and the Customer shall have the right to use such material
for the purpose specified in the Customer's instructions and for no other purpose
save that this Condition shall not apply where the Company has merely printed
documents prepared by the Customer and drafted without the assistance of the Company.
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9)
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(i)
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Work done and goods supplied
by the Company shall be charged at the rates applied by the Company at the
time the work is done or goods supplied, and all expenses incurred and disbursements
made on the Customer's account shall be reimbursed by the Customer and all charges
expenses and disbursements shall where applicable be exclusive of Value Added
Tax;
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(ii)
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Payment of all invoices
rendered by the Company shall be made within one calendar month from the date
on which the invoice is rendered;
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(iii)
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The Customer shall make
such payments to the Company on demand or payments on account as the Company shall
reasonably require to meet disbursements which have to be incurred by the company
in carrying out the Customer's instructions and the Company shall have the right
to suspend work on behalf of the Customer until such time as such requested payments
on account shall have been made;
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(iv)
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Where an overdue invoice
is referred by the Company to solicitors or agents for collection the Customer
shall be liable to pay in addition to the amount due on such invoice such further
sum as shall be equal to the fees and costs of collection;
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(v)
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The Company reserves the
right to charge the Customer interest on invoices not settled within the time
specified in Condition 9 (ii).
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10)
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If due payment shall not
have been made by any Customer in accordance with Condition 9 hereof the Company
shall have the right to cancel any outstanding contracts with such Customer summarily
by notice in writing without compensation payable to the Customer but with the
right to be paid in full in respect of all work done for or goods supplied to
the Customer and to be reimbursed the amount of all moneys paid out on account
of the Customer up to the date of such cancellation.
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11)
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Delivery of goods made ex-works
offices or stores of the Company and if delivery is made elsewhere or goods are
despatched by post or other means the Customer shall reimburse the Company with
the expenses of such delivery or despatch.
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12)
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Goods shall remain the property
of the Company until payment therefor is made in full by the Customer in accordance
with these Conditions and the Customer shall be responsible for and bear the risk
of all loss or damage to goods from the time that goods are delivered or otherwise
leave or are despatched from the Company's works offices or stores and time shall
not be of the essence so far as delivery of goods is concerned.
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13)
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The Customer shall inspect
goods supplied by the Company immediately on receipt and shall within five working
days from such inspection give notice in writing to the Company of any alleged
deficiency in goods supplied by the Company and if the Customer fails to give
such notice goods shall be deemed to be in all respects fit for their purpose
and in accordance with the contract and the Customer shall be deemed to have waived
any claim it may have against the Company in respect of any deficiency in goods
supplied by the Company or otherwise.
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14)
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In these Conditions the
expression "goods" shall be deemed to include (without limitation) publications
and documents of all descriptions.
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15)
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The Laws of England and
Wales shall be the laws applicable to these Conditions and any contracts made
pursuant thereto.
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