Terms of Use

Read the LCS Ltd Terms of Use to understand the conditions governing access to and use of our website, products, services, and online content.

1. Definitions and Interpretation  

 The following expressions have the following meanings:

 “Business Day” means any day other than a Saturday, Sunday or bank holiday;

 “Calendar Day” means any day of the year;

 “Commencement Date” means the date we will commence the provision of Services as set out in the Quotation/Order Confirmation;

“Company” means LC Seating Limited, a company registered in Ireland with company number 450472 and whose registered address is at Unit 1, Grange Business Park, Grange, Co Sligo, Ireland F91 E4PW;

“Contract” means the Contract between us and you for the provision of the Services consisting of these Terms, the Order and the Order Confirmation;

“Customer” means the customer named on the Order;

“Deposit” means the sum which is to be paid at the time of submitting the Order, as set out in the Quotation;

“Force Majeure Event” is defined in clause 13 below;

 “Intellectual Property Rights” means patents, all rights to inventions, prototypes, products, discoveries, techniques or processes, systems, data, information, copyright and related rights, moral rights, trademarks and service marks, trade names, domain names, brand names, rights to goodwill, rights in design, rights in computer software (including source code and object code), database rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights relating to the Services in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights owned by the Company and similar or equivalent rights which subsist or will subsist now or in the future in any part of the world.

 “Month” means a calendar month;

 “Order Confirmation” means the Company’s acceptance and confirmation of the Customer’s Order in writing as set out in clause 3;

“Order” means the Customer’s order for the Services;

“Price” means the total cost stated in the Quotation;

“Quotation” means a written quotation issued by the Company to the Customer, which includes details of the Services we are offering to supply to the Customer and the Price of such Services;

“Sales of Goods and Supply of Services Act”	means the Sale of Goods and Supply of Services Act 1980

“Services” means the services the Company is providing to the Customer as set out in the Quotation;

“Special Price” means a special offer Price payable for the Services which we may offer from time to time;

“Subscription Period” means the period of duration of the Services as set out in the [Quotation];

“Terms” means the terms and conditions set out in this Contract;

 

2. Interpretation

• Except as otherwise defined, references to a communication in writing or written shall include e-mail.

3. Contract

• These are the Terms on which the Company shall supply the Services to the Customer.

 

• Orders are only accepted in accordance with these Terms.

 

• These Terms in conjunction with Order and Order Confirmation together form a legally binding Contract for the provision of the Services by the Company.

 

• Any variation to the Terms (including special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by a Director of the Company.

 

• By entering into this Contract, the Customer is agreeing to be bound by these Terms.

 

• The Customer’s Order to the Company constitutes a Contractual offer that the Company may at its discretion accept. When the Customer signs and submits the Order to the Company, together with Deposit, this does not mean the Company has accepted the Order for the Services. The Company’s acceptance of the Order will take place as described in clause 7 below. If the Company is unable to supply the Customer with the Services, it will inform the Customer of this in writing.

 

• These Terms and the Order will become binding on the Customer and the Company when the Company issues the Customer with a written Order Confirmation, at which point a Contract will exist. If the Customer requests any additional Services, the Customer will be required to submit an additional Order for such Services.

 

• The Company will assign an order number to the Customer’s Order, details of which can be found in the Order Confirmation. The Customer should use the Order number in all communication with the Company about the Order.

 

 

4. Services

 The Company shall provide the Services during the Subscription Period to the Customer in accordance with the Quotation.

 

• The Company will provide a Commencement Date for the Services in the Order Confirmation, which will normally be on expiry of the Customer’s initial 2-year guarantee with the Company or within 14 days of the Order, whichever is the later.

 

• The Company reserves the right to amend the Services, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.

 

• The Company shall use the skill, care and diligence reasonably expected of a trained industry specialist in connection with the provision of the Services.

 

• If the Company requires any information from the Customer in order to provide the Services to the Customer, the Company will inform the Customer of this as soon as reasonably possible. [Examples include active products, accurate location address of active products, contact details of responsible persons, access to products during reasonable appointment schedule within our operation of business hours, confirmation of appointments no later than 24 hours before due commencement].

 

• If the Customer fails to provide the Company with the information it requires under clause 5 above, or the information is delayed or otherwise incorrect, the Company will not be responsible for any delay caused as a result. If additional work is required from the Company as a result of the Customers delay or failure to supply information or supplying otherwise, the Company may require the Customer to reimburse the Company’s reasonable fees incurred as a result of such mistake.

 

• The Company shall not be required to commence any Services until it has received from the Customer a signed copy of the Order incorporating these Terms.

 

 

5. Customer’s Obligations

 

• In order to enable the Company to carry out the Services, the Customer shall:

 

• permit the Company reasonable access to the relevant equipment and the Customer’s premises and personnel;

 

• provide the Company with any information, records, policies and procedures (in writing) which the Company reasonably requests in connection to the provision of the Services;

 

• provide a suitable working space and facilities (including but not limited to computer networks, telephone and travel services) at the Customer’s premises and advise the Company of the rules and regulations which are then in force for the conduct of personnel at the Customer’s premises;

 

• make available other appropriate personnel to liaise with the Company and to provide such input, suggestions, instructions, information, and other assistance to the Company as the Company may require; and

 

• secure and otherwise keep safe all and any  property  of  the  Company whilst  at  the Customer’s premises.

 

• The Customer acknowledges that the Company’s ability to carry out the Services as  contemplated by this Contract will depend upon the proper and timely fulfilment by the Customer or any third-party supplier or sub-Contractor of the Customer’s obligations contained in these Terms and the Customer or any of its third-party suppliers or sub-Contractors.

 

6. Price and Payment

 

• The Customer shall pay to the Company the Price plus VAT (if applicable) in consideration of the Services to be provided by the Company to the Customer.

 

• The Price of the Services will be the Price as set out in the Quotation and shall be payable in accordance with the payment structure set out in the Quotation.

 

• All Quotations are based on prices ruling at the date of Quotation. In the event of fluctuation in material or labour between the date of Quotation and completion of the Services, the Company reserves the right to make reasonable adjustments accordingly (with prior notice to the customer) whether before or after the Company issues its Order Confirmation acceptance.

 

• The Company may offer a Special Price from time to time. The Special Price will be valid for 90 Calendar Days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. All Orders placed within the 90 Calendar Days or the period shown in the advertisement, shall be subject to the Special Price even if the Company does not accept the Order.

 

7. Customer’s warranties and indemnities

 

• The Customer warrants to the Company that:

 

• it has all necessary rights, authorisations and consents to instruct the Company to carry out the Services; and

 

• the information supplied to the Company is up to date and correct, and no part of it will breach or infringe the rights of any person anywhere in the world (including without limitation any intellectual property rights).

 

• The Customer shall indemnify and shall keep the Company fully indemnified against any claims, costs, liabilities, losses, damages and expenses (including legal costs) arising from the execution of the provision of the Services or relating to:

 

• any breach or alleged breach by the Customer of the warranties set out in clause 7.1;

or

 

a breach of this Contract by the Customer.

 

8. Term and Termination

 

• This Contract shall come into effect on the Commencement Date and shall continue in effect until the earlier of:

 

• the expiry of the Subscription Period; or termination of this Contract in accordance with this clause 8.

 

 

• Either party may terminate this Contract with immediate effect by giving written notice to the other party if:

 

• the other party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
• the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

 

• Without affecting any other right or remedy available to it, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:

 

• the Customer fails to pay any amount due under this Contract on the due date for payment; or
• there is a change of control of the Customer.

 

• Upon termination of this Contract howsoever arising the Customer shall pay to the Company all outstanding payments owed to the Company pursuant to this Contract.

 

• The provisions of clauses 7, 10, 11, 12, 14 and 22 shall not be affected by the termination or expiry of this Contract for whatever reason.

 

• Termination of this Contract howsoever arising shall not affect the accrued rights of the parties arising in any way out of this Contract as at the date of termination and, in particular but without to survive this Contract shall remain in force and effect.

 

9. Termination

 

• The Company may, by written notice, terminate the Contract immediately if the Customer is in breach of any of the terms of the Contract, which, if capable of remedy, is not remedied within 14 days of a notice served by the Company requiring such breach to be remedied. Failure to pay any sums due is a breach of the terms of the Contract which is not capable of remedy.

 

• The Contract shall be terminated if an order is made for bankruptcy of the Customer or an effective resolution is passed for the winding-up of the Customer or the Customer makes a composition with its creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Customer.

 

• The Contract shall be terminated if either party ceases to carry on its business or substantially the whole of its business or where either party is declared insolvent.

 

• Termination of the Contract shall not affect any rights or obligations of the Parties arising prior to such termination.

 

 

10. Data Protection

 

• The Company and the Customer shall comply with all applicable data protection legislation including the Data Protection Acts 1988 to 2018 or any statutory re-enactment thereof and all regulations deriving therefrom.

 

• The Customer shall ensure that it has all necessary consents and notices in place to enable lawful transfer of personal data to the Company (if required) in connection with the provision of Services.

 

 

11. Confidential Information

 

• For the purposes of this clause 11, “Confidential Information” shall mean the terms of this Contract and any information concerning the business, affairs, customers, clients or suppliers of the Company.

 

• Neither party shall at any time after the date of this Contract:

 

• divulge or communicate to any person, company, business entity or other organisation; or

 

• use for its own purposes or for any purposes other than in accordance with the provision of the Services; or

 

• through any failure to exercise due care and diligence, cause any unauthorised disclosure of any Confidential Information relating to this Contract or the other party, but these restrictions shall cease to apply to any such information which:

 

• shall become available to the public generally, otherwise than through a breach of a duty of confidentiality owed to either party; or

 

• is required to be disclosed by law or by a court or regulator of competent jurisdiction.

 

12. Intellectual Property Rights

 

• All Intellectual Property Rights in any materials or inventions produced or developed by the Company in connection with the provision  of  the  Services and  any  future  Intellectual Property shall belong exclusively to the Company.

 

• Nothing in this Contract will function to transfer the Company’s Intellectual Property Rights to the Customer.

 

13. Force Majeure

 

• The Company shall not be held liable where the performance by the Company of its obligations under this Contract is delayed, hindered or prevented by an event or events beyond the reasonable than three months, either party may terminate this Contract by notice in writing.

 

• The Company shall not 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, decrees or restraints by civil authorities including acts of local and national government, extreme weather conditions, labour disputes of whatever nature including, without prejudice to the generality of the foregoing, work to rule, strikes and lockouts, perils of the sea or air, fire, flood, drought, explosion, pandemic, embargo, war, riots, civil commotions, sabotage and terrorism, breakdown of plant or machinery or shortage or unavailability of labour or raw materials from a natural source of supply, and the Company shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.

 

 

14. Liability

 

• The restrictions in this clause 14 apply to every liability arising under or in connection with this Contract including without limitation liability in Contract, tort (including without limitation negligence),

 

• Nothing in this Contract limits liability for:

 

• death or personal injury caused by negligence; or

 

• fraud or fraudulent misrepresentation; or

 

• breach of the terms implied by the Supply of Goods and Services Act 1980.

 

• Neither party shall have any liability to the other for any:

 

• loss of profit, loss of sales or business and loss of or damage to goodwill; and/or
• indirect and consequential losses.

 

• Subject to clause 14.2 and 14.3, the total liability of the Company under or in connection with this Contract or in connection with the provision of the Services or in connection with any other activities exceed the greater of:

 

• the amount that is 150% of the total sum of the Price paid by the Customer in the 12 months immediately preceding the events giving rise to such liability; or
• €10,000.

 

• The Company provides the Services for domestic private use. The Company make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind.

 

• The Company shall provide the Services for the sole use of the Customer. No responsibility is accepted by the Company for any reliance which may be placed upon the supply of the Services authorising the provision of the Services to a third party.

 

15. Survival

 

• Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after expiry or cancellation of this Contract shall remain in full force and effect.

 

16. Rights of third parties

 

• The Parties do not intend any part of the Contract to be enforceable by any person not a party to it.

 

17. Entire Agreement

 

• These Terms, the Order and the Order Confirmation constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, their subject matter.

 

18. Variation

 

• No variation of this Contract shall be effective unless it is in writing and signed by a director of the Company.

 

19. Assignment

 

• The Customer shall not be entitled to assign this Contract or any part of it without the prior written consent of the Company.
• The Company may assign this Contract or any part of it to any person, firm or company.

 

20. Waiver

 

• The failure by either party to enforce, at any time or for any period, any one or more of the terms and conditions of the Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Contract.

 

21. Severability

 

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

 

 

22. Governing Law and Jurisdiction

 

• The Contract shall be governed by and construed in accordance with the law of the Republic of Ireland and the Company and the Customer irrevocably agree that the courts of the Republic of Ireland have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings which arises out of, or in connection with the Contract.