Terms & Conditions

The contract shall be governed by these conditions to the exclusion of all other terms and conditions (including any conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document or which are implied by trade, custom, practice or course of dealing).

The quantity and description of the Services shall be as agreed between the parties from time to time. All advertising by SNIPER ADVISORY and any descriptions contained on SNIPER ADVISORY’s Website are issued or published for the sole purpose of providing general information of the Services described in them.

Performance of the Services shall take place in a location and as agreed between the parties. Any dates requested by the Customer for performance of the Services will be agreed between both parties.

The Customer Shall:

Co-operate with SNIPER ADVISORY in all matters relating to the Services.

Obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start.

If SNIPER ADVISORY performance of any of its obligations in respect of the Services is prevented or delayed by any act or omissions by the Customer to perform any relevant obligation SNIPER ADVISORY shall:

• Have the right to suspend performance of the Services without limiting its other rights or remedies.
• Not be liable for any costs or losses sustained by the Customer arising directly or indirectly from SNIPER ADVISORY’s failure or delay to perform its obligations.

The charges for the performance of Services shall be specified by SNIPER ADVISORY and agreed by the Customer.

Payment for the performance of Services is due on terms specified by SNIPER ADVISORY. An invoice will be raised and issued prior to commencing the performance of the Services. All payments shall be made by the due date. No payment shall be deemed to have been made until SNIPER ADVISORY has received cash or cleared funds.

Unless specified otherwise the Customer shall pay all invoices upon receipt of the same.

All invoice amounts shall be inclusive of value added tax, expenses, import and export duties unless otherwise specified.

Upon payment of all invoices, unless otherwise specified, SNIPER ADVISORY grants to the customer, a royalty-free non-transferable licence to use the Data received during the service solely for the purposes of carrying out their duties relating to that service.

Subject to the remainder of this Condition, any receiving party (customer and it’s personnel) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by SNIPER ADVISORY, its employees, agents or subcontractors, and any other confidential information concerning the SNIPER ADVISORY’s business or its products or its services which the receiving party may obtain.

The Receiving Party shall not use SNIPER ADVISORY’s confidential information for any purpose other than to perform its obligation under the Contract.

The Services will be performed with reasonable care and skill.

All other warranties, conditions or other terms implied by statute or common law are superseded by these Terms.

All advice, instruction and/or recommendation relating to the Services or their use, whether written or oral, made by SNIPER ADVISORY employees is provided in good faith and made with all reasonable care. No responsibility is accepted by SNIPER ADVISORY.

Nothing in these Conditions shall limit or exclude SNIPER ADVISORY’s liability for:

• Fraud or fraudulent misrepresentation; or
• Any matter which would be illegal for SNIPER ADVISORY or attempt to exclude its liability.

SNIPER ADVISORY is not liable to the for any representation (unless fraudulent), or any warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for:

• Any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss on the part of the Customer.

Without prejudice to any rights or remedies which the parties may have, either party may terminate the Contract without liability to the other if the other party:

• Commits a material breach of the Contract and fails to remedy that breach within 30 days after receipt of written notice requiring it to do so.
• Is deemed either unable to pay its debts or as having no reasonable prospect of doing so.
• Commits a series of persistent minor breaches which, when taken together, amount to a material breach.
• Is declared bankrupt or makes any arrangements with or for the benefits of his creditors or has a county court administration order made against him under the County Court Act 1984.
• Enters into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose.
• Has an administrative receiver or receiver appointed over all or any part of its assets or undertaking.
• Suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or has any partner that is declared bankrupt.
• Is the subject of any judgment or order made against it or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of its assets.
• Has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors, or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself.
• Ceases or threatens to cease to carry on business.

Without limiting its other rights or remedies, SNIPER ADVISORY may terminate the Contract with immediate effect by giving written notice to the Customer if it fails to pay any amount due under this Contract on the due dates of payment.

On termination of the Services for any reason the Customer shall:

• Immediately pay to SNIPER ADVISORY all of SNIPER ADVISORY’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, SNIPER ADVISORY shall submit an invoice, which shall be payable by the customer immediately on receipt.

SNIPER ADVISORY may assign the Contract or any part of it to any person or company. SNIPER ADVISORY shall use all reasonable endeavours to notify the Customer prior to making any such assignment. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of SNIPER ADVISORY on such terms that SNIPER ADVISORY shall reasonably specify.

SNIPER ADVISORY maintains the right to employ any subcontractor it may nominate to carry out any works forming part of all of the Services.

No failure or delay by a party to exercise any rights or remedies provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy.

If any court or competent authority finds that any of the provision of these Conditions is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as an agent for, or to bind, the other party in any way.

Except as set in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by SNIPER ADVISORY.

These Conditions and any dispute or claim arising out of or in connection with it or its subject matter of formation, shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.