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DNA Terms And Conditions

 

 

  • Form of Agreement

 

1.1.  DNA means DNA Green Planet Limited: Plant a Tree program and any company within or affiliated to a company within the DNA group 

1.2.  Client means the person or legal entity completing this contract or identified in a DNA quotation, estimate, or notation namely [NAME AND ADDRESS OF CONTRACTING PARTY AND IF IT IS CORPORATE ITS REGISTERED NUMBER ETC] 

1.3.  Authorised Person means any officer, employee, agent or other person acting with the authority of DNA 

1.4 Guarantor means any person which has agreed either by signing this contract or otherwise in writing to indemnify DNA for the contractual liabilities of the Client including but not limited to liabilities arising from failure or delay by the Client to pay DNA invoices and or damages arising from any other breach by the Client of the terms of this contract and or any costs interest penalties or other amount arising from any such such failure or breach 

1.5 Services means the services to be provided by DNA to the Client as set out at clause 2.1 below and in any written schedule to this contract and without prejudice to the generality of the foregoing may include provision of licence agreements, technology, technical recommendations, project planning, consultancy advice, training services relating to renewable energy, waste management, recycling and environmental solutions programs and the setup of operations and maintenance programs and also includes any variation to the services referred to in this contract provided that the variation is in writing and signed by an Authorised Person 

1.6  Price means the price payable for Services as agreed between DNA and the Client in accordance with clause 3 below and or as agreed in accordance with any written and signed variation

1.7 Confidential Information means information provided in documentary electronic or other tangible form which at the time of provision is marked either by DNA or the Client  as being imparted in confidence and in respect of information provided orally or in non-tangible form any information which at the time it was imparted or subsequently is identified by DNA or the Client as confidential

1.8 Specification means the Services as set out in the schedule to this contract, other written form identified in this contract or written variation or in the DNA quotation in each case as described at clause 2.1 below 

 

  1. Services

2.1 The Services provided by DNA will be those set out in the services schedule to this contract or in other written format identified in the contract and or in any written variation provided that such other written format or variation must be signed by an Authorised Person and in the absence of such schedule or writing the Services provided will be those set out in the DNA quotation most recent to the execution of this Contract

2.2 In consideration of the Client paying the Price at the time and in the manner set out in this contract DNA will carry out the Services in accordance with the Specification  

2.3 DNA when performing the Services will operate and use the highest professional and ethical standards recognised in the relevant industry

2.4 DNA will perform the Services including product vigilance concerning the subject of the Contract using competent suitably qualified and experienced personnel

2.5 DNA will perform the Services in a good and workmanlike manner using goods, materials, of satisfactory quality and fit for their intended purposes

2.6 DNA  will provide such information and technical support as the Client may reasonably require for the ongoing execution of the project or projects the subject of this Contract

2.7 In addition to 2.6 DNA will provide such periodic reports to the Client as are detailed in the Specification which reports will be compiled with all due professional care and skill and where the Specification requires such reports to include quantities, values measurements or calculations or require information concerning forestry condition or disease together referred to in this clause as “Detailed Information” such Detailed Information will be provided in accordance with the form and standard normal in the forestry industry

2.8 DNA will ensure that the Services contracted for are carried out in a manner fully compliant with the law and regulations local to the area or areas where that Contract is completed  and will ensure that the Client is made fully aware of any ongoing legal or regulatory requirements in connection with any project which continues after DNA’s contractual obligations have been completed

2.9   DNA will take all reasonable steps to ensure that the Client is made aware of the cost and any connected expenses relating to requirements for permits, licences, approvals or similar costs required by any national or regional government or local agency commission or other authority with jurisdiction over the  projects the subject of this contract, but save and to the extent that any such cost and connected expenses are expressly provided to be paid for by DNA in the Specification the Client will be solely responsible for the payment of same and will indemnify DNA in respect of same

 

  1. Price

3.1.  Any written quotation provided by DNA will remain open for acceptance for 30 days from the date of the quotation unless a longer period for its acceptance is specified in the quotation and the Price will be that specified in the quotation provided that the Client gives written notice to DNA of acceptance of the quotation within the period for acceptance

3.2 The Price will otherwise be that specified in this contract

3.3 The Price for any written and signed variation will be that contained in the variation or if no price is given in the quotation will be pro rata the cost of similar work priced in the contract

3.4 The Price for any works or services carried out by DNA or its agents which are not defined by 3.1, 3.2 or 3.3 above will be charged pro rata for the like or similar services as if they had been performed under the terms of the contract

3.5 The Price for any project carried out by DNA which is not ascertainable as above will be the price for that project as agreed in writing by DNA and the Client and signed by an Authorised Person as per project offer as when the project service is provided.

3.6 The cost of any external supplier consultant or agent which is engaged on the Client’s behalf and is not provided for in the Price will be charged at that person’s prevailing rate

3.7 If this contract or any variation makes reference to fee rates, a daily rate will mean a period of 7 hours (with any excess calculated pro rata) and an hourly rate will charge pro rata for any time spent working which is less than an hour 

3.8 All national and local taxes and duties that may apply will be added to the Price unless they are expressly included in the Price

3.9 Any fee amounts quoted are exclusive of VAT (which ordinarily will not be chargeable for works performed overseas) and are also exclusive of any equivalent local tax which may be chargeable to DNA 

 

  1. Payment Terms

4.1.  Payment becomes due upon the delivery of a DNA invoice and must be paid within 28 days of the date of the invoice

4.2   Instalment payments may be approved in a Schedule to this contract in which event each instalment becomes due on or before the date specified in the Schedule and must be paid by that day

4.3 The mode of payment shall be by direct credit by the Client into an account nominated in writing by DNA unless some other mode of payment has been agreed in writing signed by an Authorised Person

4.4 Payment must be in cleared funds 

4.5 The time specified for payments is of the essence and without prejudice to any other remedies DNA may have for late payment any overdue payment will bear interest at 1.5%/month computed daily from the date the payment became due until the date that payment is made in full which rate shall apply before and after any judgment and in addition the Client shall be liable to pay on an indemnity basis all the costs and expenses incurred by DNA in seeking and or enforcing any late payment

 

  1. Stages and Acceptance

5.1 Where the Specification contracted for involves a number of stages (including but not restricted to a project for the germination of young saplings, their transplantation to a forest environment, their care through until maturity and or their eventual felling for use in the timber industry) and the Specification includes any requirement for approval or acceptance of a stage by the Client:

5.2 DNA shall indicate in writing to the Client that a stage has been reached requiring Client’s approval (an Approval Notice)

5.3 If the Client does not notify DNA in writing of any matters of concern regarding that stage within 14 days of the date of the Approval Notice then the Client will be deemed to have approved the performance of the whole of the Services up to that stage and otherwise to have approved the performance of the whole of the Services save for those referred to as matters of concern 

5.4 Acceptance of the whole of the works contracted for and any variation thereof will also be subject to the service of an Approval Notice by DNA which will be subject to the like provisions and timetable set out at clause 5.3 above 

  

  1. Client’s Obligations

6.1.  The Client will pay the Price at the times and in the manner specified at clause 4 above

6.2 The Client will comply with all other Client obligations set out in this contract

6.3 Where more than one Client has signed this agreement they shall be jointly and severally liable both for payment of the Price and for any other loss or damage suffered by DNA caused by a breach of the terms of this contract by either of them

6.4  The Client will give no less than thirty (30) days written notice of any proposed change to the structure of its business which without prejudice to the generality of the foregoing shall include changes in its shareholding, name, directors, address or registered office or sale of any part of its business or any proposal to charge its assets to a third party or any act of insolvency

6.5 The Client will cooperate with DNA as DNA may reasonably require and will ensure that its officers, employees and agents cooperate with DNA 

6.6 The Client will provide to DNA any information and documentation that DNA may reasonably require in connection with the provision of the Services 

 

  1. Record Keeping

7.1 DNA will keep such records of those Services it carries out as are required by the Specification or by any law or regulation in the area where the Services are performed 

7.2 DNA will provide access to those records to the Client  at the times detailed in the Specification and if no such times are detailed will provide access if same is reasonably required by the Client

7.3 Access to the records may be provided by provision of a copy of the records to the Client including provision of an electronic copy of any records held on computer 

 

  1. Confidentiality

8.1  During the term of this agreement and for a period of five (5) years following both the Client and DNA shall keep Confidential Information secret and confidential

8.2 Client and DNA shall use Confidential Information only for the purpose of fulfilling their respective obligations under this contract

8.3 Client and DNA shall not make any copy (whether written or electronic) of Confidential Information save for the purpose of fulfilling their respective obligations under this contract and must destroy or delete any such copy forthwith upon completion of that obligation 

8.4 The obligations in this clause 8 do not apply to any information which is or subsequently becomes public knowledge without fault on the part of the disclosing party or is required to be disclosed by order of a court of competent jurisdiction or otherwise by law 

 

  1. Consequences of Default or Breach

9.1.  As provided in clause 4.5 time for payment is of the essence and the provisions below are without prejudice to DNA right to treat its obligations under this contract as discharged and pursue any loss or damage it may suffer as a result of the Client’s breach in the event of any late or non payment

9.2 If the Client defaults in payment of any invoice when due it shall pay all costs and disbursements incurred by DNA in pursuing the debt including on an indemnity basis  legal costs and disbursements and costs of any collection or other agency engaged in pursuit of the debt 

9.3 Interest on late payment is as specified at clause 4.5

9.4.      DNA may in its discretion suspend or terminate the Services upon default as described at clause 9.2 or if the Client is at any time in breach of any other of its obligations under the terms of this contract and has failed to remedy that breach to the reasonable satisfaction of DNA within 14 days of written notice of the breach served on the Client by DNA



  1. Right of Cancellation

10.1.      DNA may cancel this contract or cancel the provision of the Services under it on not less than 30 days written notice to the Client whereupon DNA will be liable to pay to the Client only such sum as has been paid in respect of the Price if no part of the Services has been completed or such sum as has been paid in respect of the Price less the value of that part of the Services which has been completed at the date of the notice of cancellation 

10.2 Upon cancellation DNA will not be liable to pay to the Client damages or any other amounts other than those specified at clause 10.2 

10.3 The Client may cancel this contract or the requirement for Services upon 30 days notice provided that at the date of such notice of cancellation its account with DNA is fully paid 

10.4 Upon cancellation the Client may elect either itself to take charge of the conduct of the remaining Services in which event it will be liable to indemnify DNA for any costs or expenses which DNA may incur in respect of the Services prior to the Client assuming full responsibility for same, alternatively it may relinquish its interest in the Services and any growing timber or land previously the subject of the Services in which event it will be liable to indemnify DNA for any expenses DNA may incur in itself administering the Services for a maximum period of 6 months  following the notice of cancellation

10.5 DNA may cancel this contract upon the Client committing any act of insolvency which for the purpose of this clause includes presentation of a winding up or bankruptcy petition or service of a statutory demand on the Client, the appointment of a receiver, liquidator, manager (provisional or otherwise) or similar person in respect of the Client or any asset of the Client, the Client convening a meeting with its creditors, proposing or entering into an arrangement with creditors or making an assignment for the benefit of  creditors or if the Client’s creditors or a banker or lending institution proposes a charge or debenture over the Client’s assets or if a provision the equivalent of any of the above is imposed or proposed in the Client’s own jurisdiction

 

  1. Intellectual Property

11.1.  DNA shall retain all patent copyright and other intellectual property rights in all of the materials  plans and designs prepared in performance or intended performance of the Services or otherwise submitted by it to the Client and are referred to collectively in this clause as the DNA IP 

11.2 The DNA IP may be used by the Client only for purposes expressly authorised by DNA

11.3   The Client may not distribute license or sell the DNA IP to any third party without the written consent of DNA with such consent be signed by an Authorised Person

11.4 In the event of a breach of clause 11.3 the Client will be liable to pay to DNA the greater of the price for which it has sold, licensed or otherwise distributed the Works plus any royalties it has negotiated for same calculated over a period of ten years or the gross value of the DNA IP as agreed between the parties or assessed in arbitration or by the Court

 

  1. Secondment

12.1. Where DNA provides staff, contractors, agents or any other form of personnel on secondment to the Client in performance of the Services  and the Client offers a contract or employment to any such person whether full time or part time which is accepted during the period of the intended secondment or within 1 year thereafter: 

12.2 The Client shall pay to DNA immediately upon the commencement of the employment, contract work, agency or other engagement of the personnel by the Client a placement fee calculated at 100% of the employee’s annual salary during the secondment or (in the case of personnel other than employees) 100% of the fees or other amounts invoiced by or paid to that person during the twelve months immediately preceding Client’s offer

 12.3 All such amounts shall bear interest from the date for payment specified at clause 12.2 at the contractual rate of 1.5%/month computed daily

 

  1. Data Protection 

13.1. The Client and the Guarantor authorise DNA to collect use and retain information concerning the Client and its products for the purpose of assessing the Client’s creditworthiness or for marketing purposes

13.2 The Client and the Guarantor authorise DNA to collect use and retain information concerning the Guarantor for the purpose of assessing the Guarantor’s creditworthiness

13.3  The Client authorises DNA to disclose the information referred to at 11.1 to any credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, for debt collection or to notify a default by the Client.

13.4 Where the Client and/or Guarantor are subject to the Data Protection Act DNA agrees that they each  have the right to request DNA for a copy of the information about the Client and/or Guarantor retained by  DNA together with a right to require DNA to correct any incorrect information therein

.

  1. Governing Law and Dispute Resolution 

14.1. The governing law of this contract and of any dispute arising from it is the Law of England and Wales and subject to the provisions below the Courts of England and Wales have exclusive jurisdiction

14.2 In the event of any dispute or difference arising between the parties concerning the interpretation of this contract or its performance it shall be the duty of both parties to attempt resolution of that dispute by first reducing their respective positions to writing within seven days or such longer period as they may agree and then by attempting to resolve each of the issues raised in writing by amicable agreement, mediation or other form of ADR. 

14.3 If the parties are unable to reach agreement by the means indicated at clause 14.2 they shall jointly agree the identity of a single arbitrator to determine the dispute and in default of such agreement within 28 days either party may apply to the President for the time being of the Chartered Institute of Arbitrators to appoint a single arbitrator to determine the dispute in accordance with the provisions of the Arbitration Act 1996 as amended

 

  1. Limitation of Liability

15.1.    Save for any breach giving rise to death or personal injury DNA liability for breach of contract or negligence is limited to damages which may not exceed the contract price for the Services which have been provided and paid for

15.2 DNA shall in no circumstances be liable to the Client for loss of profit or other consequential loss

15.3 The client may not set off any claim against DNA against an outstanding invoice or invoices

 

  1. Force Majeure

16.1. In the event that any obligation in this contract cannot be performed for reasons outside the control of either party including act of God, war, terrorism, fire, flood, drought, storm, civil insurrection,  strike or other events beyond the reasonable control of either party which persist for a period of up to six months the obligations of both parties under the contract will be suspended until the event which rendered performance impossible has ended and for a period of 28 days thereafter and no damages compensation or other remedy may be claimed by either party resulting from that delay

16.2 In the event that any obligation in this contract cannot be performed for the like reasons referred to at clause 16.1 which persist for at least six months either party may treat the contract as terminated with any outstanding obligations discharged .

 

  1. General

17.1 If any provision in this contract shall by law be invalid, void, illegal or unenforceable the contract shall be construed as though that provision were deleted and this shall be without prejudice to the validity legality and enforceability of each of the remaining provisions

17.2 Where this contract requires notice to be given to a party such notice shall be given by email to DNA at info@dnaplantatree.com and to client by email and will be deemed received on the day upon which it was sent 

17.3 The failure by either party  to enforce any provision of the terms of this contract shall not be treated as a waiver of that provision nor shall it affect a right subsequently to enforce that provision

17.4 This contract contains the entire terms agreed between the parties (unless varied in writing and signed by an Authorised Person)  

17.5 DNA and the Clients agree that the content of this contract including each of its clauses and schedule and any variation is confidential 

17.6 In consideration of DNA agreeing to enter into this contract with the Client the Guarantor unconditionally and irrevocably guarantees that the Client (i) will perform all of its obligations under the contract in strict compliance with the terms of the contract (ii) will pay all moneys due to DNA in accordance with this contract (iii) as a separate and primary obligation the Guarantor unconditionally and irrevocably agrees to indemnify DNA in respect of any losses costs expenses damages or liabilities suffered or incurred by DNA as a result of the Client (or any receiver administrator or similar person appointed for the Client) failing to comply with its obligations under the contract

17.7 In the event of there being any Guarantor of the contract this document will be executed as a deed by DNA, the Client and the Guarantor it being terms of the guarantee and indemnity referred to at 17.6 (i) that the commencement date of that guarantee and indemnity is the date of execution and it will continue in force until the later of the date upon which all the obligations under the contract have been completed by the Client or all the obligations under the deed of guarantee have been completed by the Guarantor (ii) the guarantor’s obligations under the deed of guarantee are those of primary obligor and exist independently of any total or partial invalidity or unenforceability of the contract (iii) the deed of guarantee is a continuing security not satisfied discharged or affected by any payment or enforcement of obligations under the contract until all such payments and all such obligations have been paid or performed in full



DNA Green Planet Limited