Terms & Conditions
1.
Acceptance of Terms
By accepting our quotation—either by written confirmation, electronic communication (including email), verbal confirmation, or the issuance of a purchase order—the Client confirms their understanding and agreement to be bound by these Terms and Conditions in full. This agreement becomes effective upon acceptance and remains in force throughout the duration of the project or service period unless otherwise amended in writing and agreed to by both parties.
2. Definitions
In this document:
“The Company” refers to Jay Marie Industries Limited, its directors, employees, agents, and subcontractors.
“Client” refers to any individual, company, or entity that receives services from the Company.
“Services” refers to the work provided by the Company, including but not limited to consulting, project management, design, installation, support, maintenance, and other professional services.
“Agreement” refers collectively to these Terms and Conditions, the accepted quotation, and any accompanying documentation.
3. Governing Law
This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Republic of Trinidad and Tobago. Any legal action or proceedings arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the High Court of Trinidad and Tobago. The parties irrevocably submit to the jurisdiction of the courts of Trinidad and Tobago.
4. Scope of Services
4.1 The Company agrees to perform the Services described in the quotation or project proposal in a professional, timely, and efficient manner, using reasonable skill and care.
4.2 The scope of the Services includes only what is expressly stated in the quotation. Any additional tasks requested by the Client that fall outside of the initial scope will be subject to additional fees and a revised timeline.
4.3 The Company reserves the right to refuse services that are beyond its expertise or violate applicable laws or ethical standards.
5. Quotation Validity
5.1 All quotations are valid for thirty (30) calendar days from the date of issuance unless otherwise stated.
5.2 Prices stated in the quotation are exclusive of applicable taxes (e.g., VAT) unless clearly specified.
5.3 Any modifications requested by the Client after the issuance of a quotation may result in a revised quotation and service schedule.
6. Fees and Payment Terms
6.1 The Client agrees to pay all fees as specified in the quotation.
6.2 A non-refundable deposit, typically 60% of the total quoted price, is due upon acceptance of the quotation unless otherwise agreed. Work will not commence until this deposit is received.
6.3 The remaining balance shall be payable upon completion of the Services or based on a milestone schedule as outlined in the quotation or agreement.
6.4 All payments shall be made via bank transfer, cheque, or another approved payment method.
6.5 If payment is not received by the due date, the Company reserves the right to:
· Charge interest at a rate of 2% per month on the outstanding balance.
· Suspend all ongoing work and support until full payment is received.
· Recover all collection-related costs from the Client, including legal fees and collection agency charges.
6.6 Invoices must be disputed within seven (7) days of issuance. Failure to do so will be deemed as acceptance of the invoice amount.
7. Client Responsibilities
The Client agrees to:
7.1 Provide timely access to all relevant personnel, resources, premises, documents, and systems required to enable the Company to deliver the Services.
7.2 Respond promptly to requests for information, approvals, and feedback. Delays by the Client may impact the delivery schedule and shall not be the responsibility of the Company.
7.3 Ensure that any data, materials, or equipment provided by the Client are complete, accurate, and virus-free.
7.4 Obtain any necessary permits, licenses, or approvals required for the execution of the Services, unless otherwise specified.
8. Changes and Revisions
8.1 Any changes to the Services after acceptance of the quotation must be requested in writing.
8.2 The Company will assess the impact of the requested changes on cost and timelines and issue a revised quotation or variation order.
8.3 The Company reserves the right to refuse unreasonable or impractical changes that significantly deviate from the original scope of work.
9. Termination
9.1 Either party may terminate this Agreement with fourteen (14) days’ written notice.
9.2 If the Agreement is terminated by the Client without cause, the Client shall pay for:
· All work completed up to the date of termination.
· Any non-recoverable expenses incurred by the Company on behalf of the Client.
· A cancellation fee equivalent to 50% of the remaining value of the uncompleted work (if applicable).
9.3 The Company may terminate the Agreement immediately if:
· The Client fails to pay fees when due.
· The Client becomes insolvent or enters bankruptcy.
· The Client violates any material term of this Agreement.
10. Intellectual Property Rights
10.1 All pre-existing intellectual property owned by the Company prior to this Agreement remains the sole property of the Company.
10.2 Any materials, reports, designs, systems, or tools created as part of the Services shall remain the property of the Company until all fees have been paid in full.
10.3 Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the deliverables for their intended purpose.
10.4 The Client shall not reproduce, modify, or distribute the Company’s deliverables without prior written consent.
11. Confidentiality
11.1 Both parties agree to maintain strict confidentiality regarding all sensitive and proprietary information exchanged during the term of the Agreement.
11.2 Confidential information may not be disclosed to any third party without prior written approval, unless required by law.
11.3 These obligations remain in effect for a period of three (3) years after the termination or completion of the Agreement.
12. Limitation of Liability
12.1 To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or reputation.
12.2 The total liability of the Company for any claim, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client under the specific project or service giving rise to the claim.
12.3 The Client agrees to indemnify and hold harmless the Company against all claims, damages, losses, or liabilities arising from the Client’s breach of this Agreement.
13. Force Majeure
13.1 The Company shall not be liable for any failure or delay in performing its obligations where such failure is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, civil unrest, pandemics, government restrictions, or the failure of suppliers.
13.2 If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement with written notice.
14. Dispute Resolution
14.1 In the event of a dispute, the parties shall attempt to resolve the matter amicably through negotiation within fifteen (15) days of notification.
14.2 If the dispute cannot be resolved through negotiation, it shall be referred to mediation conducted by an independent, mutually agreed-upon mediator in Trinidad and Tobago.
14.3 If mediation fails, the dispute shall be referred to arbitration in accordance with the Arbitration Act of Trinidad and Tobago.
14.4 The language of arbitration shall be English, and the venue shall be Port of Spain, Trinidad and Tobago.
15. Entire Agreement
This Agreement constitutes the full and complete understanding between the parties and supersedes all prior oral and written agreements, communications, or understandings. No amendment or waiver of any term shall be valid unless in writing and signed by both parties.
16. Amendments
Any modifications or amendments to this Agreement must be documented in writing and agreed upon by both parties. Email correspondence shall be considered valid for this purpose if confirmed by both parties.
By accepting our quotation—either by written confirmation, electronic communication (including email), verbal confirmation, or the issuance of a purchase order—the Client confirms their understanding and agreement to be bound by these Terms and Conditions in full. This agreement becomes effective upon acceptance and remains in force throughout the duration of the project or service period unless otherwise amended in writing and agreed to by both parties.
2. Definitions
In this document:
“The Company” refers to Jay Marie Industries Limited, its directors, employees, agents, and subcontractors.
“Client” refers to any individual, company, or entity that receives services from the Company.
“Services” refers to the work provided by the Company, including but not limited to consulting, project management, design, installation, support, maintenance, and other professional services.
“Agreement” refers collectively to these Terms and Conditions, the accepted quotation, and any accompanying documentation.
3. Governing Law
This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Republic of Trinidad and Tobago. Any legal action or proceedings arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the High Court of Trinidad and Tobago. The parties irrevocably submit to the jurisdiction of the courts of Trinidad and Tobago.
4. Scope of Services
4.1 The Company agrees to perform the Services described in the quotation or project proposal in a professional, timely, and efficient manner, using reasonable skill and care.
4.2 The scope of the Services includes only what is expressly stated in the quotation. Any additional tasks requested by the Client that fall outside of the initial scope will be subject to additional fees and a revised timeline.
4.3 The Company reserves the right to refuse services that are beyond its expertise or violate applicable laws or ethical standards.
5. Quotation Validity
5.1 All quotations are valid for thirty (30) calendar days from the date of issuance unless otherwise stated.
5.2 Prices stated in the quotation are exclusive of applicable taxes (e.g., VAT) unless clearly specified.
5.3 Any modifications requested by the Client after the issuance of a quotation may result in a revised quotation and service schedule.
6. Fees and Payment Terms
6.1 The Client agrees to pay all fees as specified in the quotation.
6.2 A non-refundable deposit, typically 60% of the total quoted price, is due upon acceptance of the quotation unless otherwise agreed. Work will not commence until this deposit is received.
6.3 The remaining balance shall be payable upon completion of the Services or based on a milestone schedule as outlined in the quotation or agreement.
6.4 All payments shall be made via bank transfer, cheque, or another approved payment method.
6.5 If payment is not received by the due date, the Company reserves the right to:
· Charge interest at a rate of 2% per month on the outstanding balance.
· Suspend all ongoing work and support until full payment is received.
· Recover all collection-related costs from the Client, including legal fees and collection agency charges.
6.6 Invoices must be disputed within seven (7) days of issuance. Failure to do so will be deemed as acceptance of the invoice amount.
7. Client Responsibilities
The Client agrees to:
7.1 Provide timely access to all relevant personnel, resources, premises, documents, and systems required to enable the Company to deliver the Services.
7.2 Respond promptly to requests for information, approvals, and feedback. Delays by the Client may impact the delivery schedule and shall not be the responsibility of the Company.
7.3 Ensure that any data, materials, or equipment provided by the Client are complete, accurate, and virus-free.
7.4 Obtain any necessary permits, licenses, or approvals required for the execution of the Services, unless otherwise specified.
8. Changes and Revisions
8.1 Any changes to the Services after acceptance of the quotation must be requested in writing.
8.2 The Company will assess the impact of the requested changes on cost and timelines and issue a revised quotation or variation order.
8.3 The Company reserves the right to refuse unreasonable or impractical changes that significantly deviate from the original scope of work.
9. Termination
9.1 Either party may terminate this Agreement with fourteen (14) days’ written notice.
9.2 If the Agreement is terminated by the Client without cause, the Client shall pay for:
· All work completed up to the date of termination.
· Any non-recoverable expenses incurred by the Company on behalf of the Client.
· A cancellation fee equivalent to 50% of the remaining value of the uncompleted work (if applicable).
9.3 The Company may terminate the Agreement immediately if:
· The Client fails to pay fees when due.
· The Client becomes insolvent or enters bankruptcy.
· The Client violates any material term of this Agreement.
10. Intellectual Property Rights
10.1 All pre-existing intellectual property owned by the Company prior to this Agreement remains the sole property of the Company.
10.2 Any materials, reports, designs, systems, or tools created as part of the Services shall remain the property of the Company until all fees have been paid in full.
10.3 Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the deliverables for their intended purpose.
10.4 The Client shall not reproduce, modify, or distribute the Company’s deliverables without prior written consent.
11. Confidentiality
11.1 Both parties agree to maintain strict confidentiality regarding all sensitive and proprietary information exchanged during the term of the Agreement.
11.2 Confidential information may not be disclosed to any third party without prior written approval, unless required by law.
11.3 These obligations remain in effect for a period of three (3) years after the termination or completion of the Agreement.
12. Limitation of Liability
12.1 To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or reputation.
12.2 The total liability of the Company for any claim, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client under the specific project or service giving rise to the claim.
12.3 The Client agrees to indemnify and hold harmless the Company against all claims, damages, losses, or liabilities arising from the Client’s breach of this Agreement.
13. Force Majeure
13.1 The Company shall not be liable for any failure or delay in performing its obligations where such failure is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, civil unrest, pandemics, government restrictions, or the failure of suppliers.
13.2 If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement with written notice.
14. Dispute Resolution
14.1 In the event of a dispute, the parties shall attempt to resolve the matter amicably through negotiation within fifteen (15) days of notification.
14.2 If the dispute cannot be resolved through negotiation, it shall be referred to mediation conducted by an independent, mutually agreed-upon mediator in Trinidad and Tobago.
14.3 If mediation fails, the dispute shall be referred to arbitration in accordance with the Arbitration Act of Trinidad and Tobago.
14.4 The language of arbitration shall be English, and the venue shall be Port of Spain, Trinidad and Tobago.
15. Entire Agreement
This Agreement constitutes the full and complete understanding between the parties and supersedes all prior oral and written agreements, communications, or understandings. No amendment or waiver of any term shall be valid unless in writing and signed by both parties.
16. Amendments
Any modifications or amendments to this Agreement must be documented in writing and agreed upon by both parties. Email correspondence shall be considered valid for this purpose if confirmed by both parties.
By accepting our quotation, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions.