Terms and conditions of trading


Terms and Conditions of Trading

1. Definition

In this terms and conditions the following terms have the following meanings:

Customer
“Customer” means any person or company who purchases Goods and Services from Cityscope.

Cityscope
“Cityscope” means Cityscope Holdings Ltd. registered at Unit 03, 6/F Hang Pont Commercial Building 31 Tonkin Street Cheung Sha Wan KL Hong Kong.

Proposal
“Proposal” means a statement of work, quotation, company incorporation, consulting, advice or other document describing in Goods and Services to be provided by Cityscope.

Goods
“Goods” means the articles specified in the Proposal.

Service or Services
“Service” or “Services” means the services specified in the Proposal

Terms and Conditions
“Terms and Conditions” means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by Cityscope

2. General

These Terms and Conditions Shall apply to all proposals for the supply of Goods or Services by Cityscope to the Customer and shall prevail over any other documentation or communication from the Customer.

Any variation to these Contracts shall be inapplicable unless agreed in writing by Cityscope.

Nothing in these Contracts shall prejudice any condition or warranty express or implied, or any legal remedy to which Cityscope may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.

3. The Order

All orders for Goods and Services shall be deemed to be acceptable of the Proposal pursuant to these terms and conditions.

4. Price and Payment

Service will only start and goods will only be arranged, if payment is in full, paid upfront and received by Cityscope. Cityscope does not accepts any responsibility for delays caused from non-payment.

The price for the Goods or Services is subject to any applicable charges and only where stated in the proposal.

Payment of the price shall be in the manner specified in the Proposal.

5. Delivery

The date of delivery specified by Cityscope is an estimate only. Cityscope shall not be liable for any loss, cost, damages, charges or expense caused directly or indirectly by any delay in the delivery of the Goods or Services.

All risk in the Goods shall pass to the Customer upon delivery.

Services specified in the Proposal will be provided by Cityscope to the Customer for a specified period but not exceeding 12 months. At the expiration of the agreed period Cityscope may at its discretion and without notice either elect to terminate the Services supplied to the Customer or invite the customer to renew services as specified by the supplier and at prices prevailing at the time of renewal.

6. Title

Title in the Goods shall not pass to the Customer until Cityscope has been paid in the full for the Goods and Services.

Title in the Goods shall not pass to the Customer until Cityscope has received all the necessary due diligence documents and have been approved by Cityscope’s due diligence department.

7. Customer’s Obligations

To enable Cityscope to perform its obligation the Customer shall:

  • Co-operate with Cityscope.
  • Provide Cityscope with any information and documentations reasonably required by Cityscope.
  • Obtain all necessary permissions, licenses and consents, which may be required before the commencement of the Services. The cost of which shall be the sole responsibility of the Customer; and comply with such other requirements as may be sent out in the Proposal or otherwise agreed between the parties;

For the provision of services Cityscope, the Customer must provide Cityscope with proper contact address (PO Box is not acceptable) and any contact details as required by Cityscope and agree to inform Cityscope immediately in writing of any changes thereto. The supplier may at their discretion either suspend or terminate the supply of service if they are unable to contact the Customer.

Cityscope dose not accept any responsibility for delays caused caused by non-compliance of the Customer.

8. Cityscope’s Obligations

Cityscope warrants that the Goods and Services will at the time of delivery correspond to the description given by Cityscope.

Cityscope shall perform the Services with reasonable skill and care and to reasonable standard in accordance with recognised standards and codes of practice.

Cityscope accepts all responsibility for the condition of tools and equipments used in the performance of the Services and shall ensure that any materials supplied shall be free of defects.

9. Cancellations and refunds for Goods and Services

Where Services do not comply with the contract, the Customer must notify Cityscope within 7 days.  Once Cityscope has confirmed in writing the Services do not comply with any of the contract, the Customer shall be entitled to a full refund.

Any request by the Customer to cancel an order must be made by notifying Cityscope in writing at the contact address specified at the time of placing the order. Refunds will not be made where the Service ordered has been performed; the Goods or Services have been complied with according to the contract; or Cityscope has incurred expenditure with sub-contractors to fulfill the order.

10. Confidentiality

All mail items received and business information acquired by Cityscope are treated as commercial confidential and will not be disclosed or supplied to any third party outside of Cityscope or partner companies as agreed in the contract for provision of Services.  The duty of confidentiality by Cityscope to the customer does not apply when Cityscope is required by English law to provide information to the police or other organizations empowered by statute or under any money laundering regulations in force for the time being.

When requesting services from Cityscope under any contract agreement, Customer shall guarantee all of its information and representations are truthful, complete and accurate.  Customer shall keep confidential in regard to the services rendered by Cityscope.  Without consent from Cityscope, Customer shall not garble any written suggestions, analysis or opinions provided by Cityscope, shall not use such suggestions, analysis or opinions for other purposes or take liberties to provide to any to third party.
        
11. Limitation of Liability

Cityscope shall not be liable for any direct loss or damage suffered by the Customer howsoever caused as a result of any negligence, breach of contract or otherwise in excess if the price for the Goods and Services.

Cityscope shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profits, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation, or otherwise.

For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.

12. Indemnity
                
The customer agrees to indemnify each of Cityscope, his principals, agents and respective servants against:

The consequences of any defect in, or unsuitability of any article, plant and other equipment or incorrect information provided by the Customer.

The consequences of any breach of health and safety regulations made, or code of practice approved, pursuant to statute.

All claims by third parties and any other clam under common law or by statute arising out of any such defect, unsuitability or breach.

All damages, penalties, costs and expenses to which each or any of them may become liable as the result of work done in accordance with any Contract between them which involves the infringement of any letter patent, copyright, design, trademark, or other intellectual property right or any claim for such infringement.

Any claims, costs and expenses arising out of any slanderous matter, translated, printed or in any matter published by the Customer including any such loss arising out of costs and expenses incurred in respect of any threatened action and any costs and expense incurred arising out of any action which is settled by the parties concerned without being tried by a court or other tribunal; and all actions, costs, claims and demands arising out of any Contract between them whether occasioned by breach, negligence or by any other cause whatsoever.

13. Termination

Cityscope shall have the right to terminate any agreement with the Customer forthwith on giving notice in writing to the Customer on the occurrence of any of any one or more of the following events:

  • Breach of any of the terms of this Contract by the Customer.
  • If a petition is made for the Customer’s bankruptcy; a criminal bankruptcy order is made against the Customer; or if the Customer makes any composition or arrangement with or for the benefit or creditors or makes any conveyance or assignment for the benefit or creditors.
  • If without reasonable cause the Customer withholds either an agreed interim or full payment to the Supplier in respect of this contract or any other contract between the two parties.
  • If it is Cityscope’s belief that the Services are being used with fraudulent or criminal intent.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accident, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
                
15. Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court competent jurisdiction such provision shall be served and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions has been agreed with the invalid, illegal or unenforceable provision eliminated.

16. Assignment

The Customer shall not be entitled to assign his or its rights or obligations under any contract with Cityscope without the prior written consent of Cityscope.

17. Notices

Where a notice is to be give to any party hereto it may be served by leaving it at the registered office or last known address of that party.  Otherwise it may be sent by first class letter post to the registered address or the last known address of that party.  When it shall be deemed to have been served at the expiration of 48 hours after it has been posted.

18. Governing Law

These Terms and Conditions shall be governed by construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.