Blue Sphere Health

Terms & Conditions

Our standard terms and conditions are shown below and will apply in the absence of, and unless superseded by, a specific written agreement between us. By requesting our Services it is deemed that you accept these terms and you agree to be bound by them unless both parties agree otherwise in writing.

We are:

Blue Sphere Health Ltd
Registered in England, No: 7418738.
VAT Registration Number: GB 104 7222 54
Data Protection Act Registration Number: ZA031457

Our address is:

Blue Sphere Health Ltd
St John’s Innovation Centre
Cowley Rd
Cambridge CB4 0WS
United Kingdom
Our general e-mail address is: [email protected]

You are:

Anyone who pays us for our services.

Our terms and conditions of business:

Basis of contract

a) Subject to the terms set out in this document (unless agreed otherwise in writing) we agree to provide to you some or all of the services described on our website or in subsequent discussion (“the Services”). Any prices (“the Price”) stated or implied on our website or in a subsequent proposal, verbal discussion or quote are subject to final contract.
b) Any Price information implied or stated on our website is to be treated in law as an invitation to you to make an offer, and not itself an offer. Accordingly, there is no contract between us until we have accepted you as a client or customer by confirmation by letter or e-mail.
c) We are free to refuse your order or to offer to supply you at a different price or under different conditions.
d) This document, unless altered or replaced by mutual consent in writing, forms the basis of the contract between us automatically upon our acceptance.

Identification of the Service

You acknowledge that:
a) You are buying our Services as a business and not as an individual consumer;
b) You understand exactly what is included in the Services;
c) You are satisfied that the Services are suitable and satisfactory for your requirements;
d) In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given on our website, by an authorised representative of Blue Sphere Health Ltd or in a subsequent proposal or quote.

Conditions of Acceptable Use

a) You may only use any material obtained via this website for lawful purposes.
b) Unauthorised distribution or copying of material protected by copyright or trademark is prohibited. For the avoidance of doubt, all original material on this website should be considered ©Blue Sphere Health Ltd unless stated otherwise.
c) We are usually happy to allow re-use of material with appropriate credit. Please contact [email protected] if you wish to re-use any material on this site.

Price increase

a) The Price is as stated on our proposal or quote.
b) We may subsequently increase our prices at any time (subject to any contract terms that may exist between us) and we will give prior notice of any increase.

Payment and value added tax

a) You agree to pay the Price for the Services provided, together with value added tax, where applicable, at the then current rate.
b) If your company or billable entity is registered outside the UK then we will not charge VAT. For companies resident in the EU we will need evidence of your VAT number and you will be responsible for your local VAT administration under EU reciprocal rules.
c) All payments should be made electronically by bank transfer and must be made in pounds sterling unless otherwise agreed in writing. All currency conversion and transfer charges are your responsibility.
d) All payments must be made within calendar 30 days of the invoice date, unless otherwise agreed in writing or stated on the invoice.
e) Whilst any payment due under the agreement remains outstanding, Blue Sphere Health Ltd shall be entitled at its sole and absolute discretion to withhold provision of any Services it would otherwise be obliged to provide under the agreement.

Late payment surcharge

a) Where payment for Services is overdue we reserve the right to exercise our statutory right to charge interest and compensation for debt recovery costs under the late payment legislation. We also reserve the right to suspend service.
b) If any payment you are required to make is not honoured by your bank or building society we may charge you a reasonable fee to cover our time and administration costs.

Confidentiality

a) We may each have access to confidential information in respect of the business and operation of the other party. In the absence of a separate confidentiality agreement, all such information shall be considered as confidential.
b) Both parties hereby undertake not to divulge to any person whatever or otherwise make use of (and shall use their best endeavors to prevent the publication or disclosure of) any trade secret or confidential information. This undertaking shall apply to all employees or sub-contractors of both parties.
c) We both mutually undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by our employee’s agents and sub-contractors with these provisions.

Limitation of liability

a) We give no warranty in connection with the Services or advice we provide.
b) We do not represent that the Services or advice are suitable for your use in all situations.
d) We accept no responsibility for any consequential loss resulting from our Services or advice.
e) For the avoidance of doubt, we shall not be liable to you for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring it.
g) Where we propose technological solutions we work to ensure that those are appropriate and current. We are unable to predict or plan for all possible regulatory or technical changes that may at some time in the future occur and we make no warranty as to the future suitability of any technical proposal we make.

Force majeure

a) Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.
b) Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.
c) If a default due to force majeure continues for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

Successors to the agreement

a) The benefit and obligations of this agreement shall be binding on any successor in title.
b) Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

Dispute Resolution

In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Customer and Blue Sphere Health Ltd then both parties undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

Waiver

Failure by us to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

Jurisdiction

These Terms and Conditions and any questions, disputes or other matters relating to them shall be governed by and determined in accordance with the laws of England.

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