Terms & Conditions DNA|Group of Companies (DNA)
1. Parties and Definitions to This Agreement
1.1. “DNA” for the purposes of this agreement, any person or entity acting for or on behalf of DNA and with the permission or under the authority and jurisdiction of DNA.
1.2. “Client” shall mean the Client, any person or entity acting for or on behalf of the Client or with the permission or authority of the Client as detailed on any quotation, estimate, Engagement Agreement or notation as provided by DNA to the Client.
1.3. “Guarantor” shall mean any person (or persons), or entity, who agrees to be held liable for the debts incurred by the Client in the course of business between the Client and DNA on a principal debtor basis.
1.4. “Services” shall mean all services supplied by DNA to the Client and includes, providing license agreements, sale of technology, technical recommendations, project planning, consultancy advice, training services in relation to renewable energy technologies and waste management/recycling technologies and the setup of operations and maintenance programs.
1.5. “Price” shall mean the price payable for services as agreed between DNA and the Client in accordance with clause 4 of this contract.
2.1. The Services provided shall be described on our invoices, quotations, and/or Engagement Agreement, or any other such form as provided by DNA to the Client.
3. Service & Conduct
3.1. Where DNA performs work for a client, it will ensure that competent and suitably experienced personnel carry out all work in a professional manner and in accordance with appropriate commercial standards.
3.2. DNA will make every endeavour to ensure a fully professional approach to all project work carried out and will provide such information and technical support for proper execution of projects. DNA shall conduct its commercial services in accordance with correct business standards and in good faith. DNA shall comply with all laws and regulations as appropriate. DNA shall only be liable for any consequences of the provision of services provided to you arising as a direct result of proven negligence on the part of DNA.
3.3 Client, at its sole cost and expense, shall acquire and maintain for the project in effect all permits, licences and approvals required by National, Regional Governments and all local agencies, commissions and authorities with jurisdiction to the project.
4. Price and Payment
4.1. The price shall be at DNA’s sole discretion, one or more of the following:
(a) The price as quoted by DNA to the Client. The quoted price or rates shall not alter providing the Client accepts DNA’s quote in writing within thirty (30) days of the date of the quotation.
(b) DNA’s price as per project offer as when the project service is provided.
(c) The use of external suppliers on your behalf, excluding consultancy will be charged to you at the suppliers prevailing rates.
5. Payment Terms
5.1. Payment shall be at DNA’s sole discretion one or more of the following:
(a) All invoices shall be paid no later than four weeks (28 days) after the invoice date by electronic bank transfer.
(b) Payment to approved Clients shall be made by instalments in accordance with DNA’s payment schedule.
(c) Payments will be made as agreed between DNA and the Client. If no payment arrangement is made or payment terms agreed then payment shall be due as stated on the Invoice by direct credit to DNA Energy’s nominated account.
5.2. Payment shall not be deemed to have been received unless the payment is made in cleared funds and are deposited in DNA’s nominated bank account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.
5.3. All national and local taxes and duties that may apply will be added to the Price unless they are expressly included in the Price by all party consent.
6. Acceptance of Terms of Trade
6.1. Any engagement of DNA’s Services shall constitute acceptance of the Terms and Conditions of Trade of DNA by the Client. Should more than one Client enter into this agreement the Clients shall be jointly and singularly liable for payment in full of the Price.
6.2. The terms and conditions of this agreement can only be amended with the written consent of DNA and shall be binding for the Client.
6.3. In the event that the Client proposes any change to the structure of the Client’s business, a change in Shareholding, Name, Directors, Premises, postal address, registered office or Sale of the business the Client shall give no less than thirty (30) days written notice of the proposed change or changes. If any loss is incurred by DNA, the Client shall be liable for any loss suffered by DNA due to the Client not complying with this provision.
7. Default and Consequences of Non Payment
7.1. If the Client defaults in the payment of any invoice when due, the Client shall pay all costs and disbursements incurred by DNA in pursuing the debt, including full legal costs and damages incurred, in addition to the costs of DNA’s collection agency.
7.2. Interest on overdue or unpaid invoices shall accrue from the date when payment becomes due daily until the date payment is received at a rate of 1.5 % per calendar month and all interest shall compound monthly before and after any judgement until payment is received in full.
7.3. DNA at its discretion may suspend or terminate the supply of goods and/or services should the Client, at any time be in breach of any obligation to DNA (including those relating to payment). DNA will not be liable for any loss or damages the Client has deemed to have suffered because DNA has exercised their rights under this clause.
7.4. If any account remains overdue after thirty (30) days then a minimum amount of €200.000 shall be charged for administration fees and shall become immediately due and payable.
7.5. Without prejudice to DNA’s other remedies at law, DNA shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled and all amounts owing to DNA shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to DNA becomes overdue of payment, or in DNA’s opinion the Client will be unable to meet his payments as they become due; or
(b) the Client becomes insolvent, convene a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, liquidator, manager (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
8. Right of Cancellation
8.1. DNA may cancel any contract to which these Terms and Conditions apply or cancel the delivery of materials, products or goods or services at any time before the materials, products or goods and the like are delivered by giving written notice to the Client. On giving notice DNA shall repay to the Client any sums paid in respect of the Price. DNA shall not be liable for any damages or losses arising from such cancellation.
8.2. Should the Client cancel any contract with DNA the Client shall be liable for any loss incurred by DNA (including but not limited to loss of profits) up to the time of Cancellation.
9. Intellectual Property
9.1. Where DNA has designed, drafted or supplied written Works for the Client, then the copyright in those works and documents shall remain vested in DNA, and shall only be used by the Client. The Client shall not distribute or sell any works or documents to any third party as supplied to the Client by DNA without the written consent of DNA.
10.1. Where DNA provides staff, contractors or any form of personnel on secondment to the Client and the Client offers a contract or employment whether full time or part time to the secondi, which is accepted by the secondi and DNA during the secondment or within 365 days of the end of the secondment, the Client shall pay DNA immediately a placement fee of 100% + local taxes of the secondi’s annualised salary based on full time employment for a period of no longer duration than three (3) years.
11. Data Protection Act
11.1. The Client and the Guarantor/s (if separate to the Client) authorises DNA to:
(a) collect, use and retain any information about the Client, for the purpose of assessing the Client’s creditworthiness or marketing products and services of the Client; and
(b) disclose information about the Client, whether collected by DNA from the Client directly or obtained by DNA from any other party, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
11.2. Where the Client and/or Guarantor (s) as individuals are subject to the Data Protection Act of Great Britain
11.3. The Client and/or Guarantors shall have the right to request DNA for a copy of the information about the Client and/or Guarantors retained by DNA|Energy and the right to request DNA to correct any incorrect information about the Client and/or Guarantors held by DNA.
12. Dispute Resolution
12.1. All disputes and differences between the Client and DNA, touching and concerning this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with the provisions of the Arbitration Act of Great Britain.
13.1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the existence, validity, legality and enforceability of the remaining provisions shall not be prejudiced, affected or impaired.
13.2. These terms and conditions and any contract to which they apply shall be governed by the laws of Great Britain and are subject to the jurisdiction of the courts of England and Wales, or as otherwise directed by the Court.
13.3. DNA shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by DNA of these terms and conditions.
13.4. In the event of any breach of this contract by DNA the remedies of the Client shall be limited to damages which under no circumstances shall exceed the contract price for the Services provided and limited to the amount of monies paid to DNA by the Client in part or full, whichever is the lesser amount.
13.5. The Client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the Client by DNA.
13.6. DNA may license or subcontract all or any part of their rights and obligations without the Client’s consent.
13.7. DNA reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any changes to these terms and conditions, then that change will take effect from the date on which DNA notifies the Client of such change.
13.8. Neither party shall be liable for any default due to any act of God, war, acts of terrorism, fire, flood, drought, storm, civil insurrection or other events beyond the reasonable control of either party.
13.9. The failure by DNA to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect DNA’s right to subsequently enforce that provision.
14.0 Clients hereto agrees that these terms and conditions, every provision hereof and any information, knowledge or materials of whatever kind which either of the parties obtain whether in connection with the provision of the services and/or the relationship established between parties in this agreement shall be strictly confidential and shall not be disclosed to any party (whether during the life of this agreement, or after its termination)other than with the written consent of all the parties hereto.
14.1. The Terms and Conditions shall be governed by the laws of England and Wales and shall not give rise to any action in any other jurisdiction except to the extent that DNA (at its sole discretion) invokes the jurisdiction of the courts of any other country. The client irrevocably submits to the jurisdiction of the courts of England and Wales (or any other court whose jurisdiction DNA may invoke in its sole and absolute discretion).
2019©DNA|Energy Group of Companies. All Rights Reserved.
Terms & Conditions were last updated on June 28, 2019.