V & A BURGESS LTD

TERMS & CONDITIONS

1.  THESE TERMS  

 

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are Goods or Services.

 

1.2 Why you should read them. Please read these terms carefully before you sign the acceptance form supplied with your quotation. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. 

 

2.  INFORMATION ABOUT US AND HOW TO CONTACT US  

 

2.1 Who we are. We/us/our (all references relate to) are V & A Burgess Ltd a company registered in England and Wales. Our company registration number is 08658463 and our registered office is at 5a Church Road South, Woolton Village, Liverpool, England, L25 7RJ.

 

2.2 How to contact us. You can contact us by telephoning our customer service team at 0151 3514011 or by writing to us at vaburgessltd@gmail.com. 

 

2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

 

2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

 

3.  OUR CONTRACT WITH YOU  

 

3.1 How we will accept your order. Our acceptance of your order will take place when, following your acceptance of our quote (written or verbal) or by you paying the fee for the first hour (for emergencies), we tell you that we are able to provide you with the Goods and/or Services, at which point a contract will come into existence between you and us. Please note that the prices shown are valid for a period of 14 days from the date of the original quote/estimate for re-visits, repairs and installations. 

 

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Goods and/or Services. This might be because products are out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

 

3.3 Sales literature and website.  Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our social media or on our website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force. 

 

3.4 Working Hours. We will carry out work during our normal business hours which are 9:00am to 17:00pm including Bank Holidays (although we many require access to your property outside of these hours). We may be able to work outside our normal Business hours at an additional charge. Although these are our normal working hours we may need to leave jobs early due to emergency work commitments, materials needed or worked up. This is purely at our discretion and does not in any way reduce the agreed cost for the Goods and Services. 

 

3.5 Allowing us to commence work immediately. By accepting these terms and entering this contract, you expressly agree (where applicable) to waive any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which permit you a 14 day ‘cooling off’ period. By doing so this will allow us to commence work immediately. 

 

4.  OUR GOODS 

 

4.1 Goods may vary slightly from their pictures. The images of the products in our advertising material, social media or on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or the printed pictures in brochures accurately reflect the colour of the products. Your product may vary slightly from those images. 

 

4.2 Quality of Goods. We warrant that on delivery, the Goods shall:

 

(a)  conform with their description and any applicable Goods Specification;

 

(b)  be free from material defects in design, material, and workmanship;

 

(c)  be of satisfactory quality (within the meaning of the Consumer Rights Act 2015);

 

(d)  have the benefit of the Manufacturer’s Warranty/Guarantee. 

 

4.3 Liability for Goods. Any such failure of the Goods will remain the responsibility of the Manufacturer and you will be required to make a claim under the Manufacturer’s Warranty/Guarantee for any replacement.

 

4.4  Except as provided in this Clause 4, we shall have no liability to you in respect of the Goods’ failure to comply with the terms set out in Clause 4.2.

 

4.5 When you become responsible for the Goods. The Goods and materials and their risk will be your responsibility from the time we deliver them to the address you gave us.

 

4.6 When you own Goods. The title to the Goods and materials shall not pass to you until we have received payment in full (in cash or cleared funds).

 

4.7 Legal title to the Goods. Until title to the goods has passed to you, (where necessary) you shall:

 

(a) store the goods separately from all other goods held buy you so that they remain readily identifiable as our property;

 

(b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

 

(c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;

 

(d) give us such information relating to the Goods as we may require from time to time.

 

4.8 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.

 

4.9 Goods and Materials provided by you. If you instruct us to install Goods and Materials that you have purchased, if there are any defects or issues with these, it will be your responsibility to obtain a replacement(s) from the Company where you purchased these or the Manufacturer direct. We are able to replace these items for you but you will be charged for the cost of the replacement items, plus labour which is not covered under our Labour Guarantee (Clause 7.10).  

 

5.  YOUR RIGHTS TO MAKE CHANGES  

 

5.1 If you wish to make a change to the Goods and Services you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

 

6.  OUR RIGHTS TO MAKE CHANGES  

 

6.1 Minor changes to the Goods. We reserve the right to change the Goods:

 

(a)  to reflect changes in relevant laws and regulatory requirements; and

 

(b)  to implement minor technical adjustments and improvements.

 

7.  SUPPLY OF SERVICES  

 

7.1 These Terms and Conditions apply to the supply of Electrical Services (including emergency) provided by us. These include the following:

 

  1. Installation / Disconnection Works

 

  1. All electrical installation work will comply with BS7671: 2018 and any amendments in force at the time of the works;
  2. All electrical installation works will comply with the applicable building regulations in force at the time of the works;
  3. Where work is to extend, modify, repair or carry out work on existing circuits, costs quoted assume that the existing installation is in adequate condition and complies with the minimum current regulations. Any works found required to bring the necessary parts of the existing installation up to standard will be at additional cost;
  4. Unless stated otherwise, all cables will be concealed in chasing into the building fabric or concealed or housed in building voids, lofts, under floors etc. Where impracticable cabling will be neatly surface run, either clipping direct or housed in trunking/conduit;
  5. Where carpet or floor coverings may require lifting to allow concealed installation work, no charge is made for this service, with best endeavors being made to avoid damaging them and to refit them to an acceptable standard. However, consideration of employing a specialist fitter may be prudent, at your cost to effect a fully satisfactory reinstatement;
  6. Where agreed beforehand, chases to walls, etc. will be refilled by us, however, final finishing of skim coat plaster and final decoration is excluded;
  7. All endeavors will be made to undertake installation work to a clean standard using dustsheets and vacuum cleaning equipment as necessary;
  8. The contract outlines the expected duration of the installation work;
  9. Whilst undertaking the installation work at the property, the client is required to provide water and power free of charge;
  10. When installing a modern consumer unit into an existing installation, any faults that were previously undetected by older technology can show up. In these cases, there may be extra charges incurred in the rectification of these faults. Any consumer unit change carried out where the customer declines an inspection prior is at further risk of these issues. Where a consumer unit is swapped as an emergency or without a prior EICR carried out by us, there may be additional costs to rectify faults, or bring up to date an aging installation if found during testing. Circuits may be left disconnected until faults can be rectified if the inspector deems this necessary;
  11.  Fault finding is an unknown cost and quantity therefore is normally chargeable by the hour. An estimate is sometimes provided for fault finding repairs. An estimate is not a fixed quote. If the fault is not easily accessible further works may be necessary at further cost. Quotes to rectify a fault are based on the fault being easily accessible behind accessories or accessible junction boxes. If a fault is not easily accessible extra charges may apply. Parts are extra;
  12. Re-attending for a fault find/repair can sometimes result in the fault having disappeared particularly if significant time has passed between initial investigations and re-attendance. In some instances, this can be a result of a circuit drying out. In these cases we will restore the circuit for you, normally at a reduced cost if an estimate was given; 
  13. Where replacing accessories in an existing installation it may be necessary to repair/replace or make good back boxes and surrounding plaster and paint work. Unless specifically stated this work is not included;
  14. Where carrying out work on electrical installations that we did not install, disconnecting accessories/old equipment/cables is requested as part of works, it is assumed that these accessories/cables can be made safe/disconnected at the origin/consumer unit. Where disconnection would interrupt other equipment or circuits/prevent the function of other electrical accessories/circuits/equipment will be necessary to quote for further works attracting further costs, to restore power/reroute power to these affected items. Until work has commenced, we provide a quote in good faith and on the basis of what can be seen by us, described to us or is shown to us at the time of the quote. (See Clause 7.1(a)(xvi)).
  15. When disconnecting old wiring, circuits, systems it is assumed that cables will remain buried within the building fabric unless expressly detailed in the quote and disconnection will occur at the consumer unit or circuit origin in a safe manner and in accordance with BS7671. 
  16. Where quotes or estimate are given over the phone, WhatsApp, internet, based on customer supplied information or otherwise where we have not seen the job in person, prices are based on information received only. There may be additional charges for issues that have not been described accurately, issues that are hidden and so forth.  

   

  1. Extras and Variations

 

  1. All extras and variations must be agreed in writing prior to commencement;
  2. A separate agreement will be required for each variation or extra.

 

  1. Periodic Inspection Works (EICR)

 

The following limitations are agreed:

 

  1. Periodic Inspections are carried out to the current edition of the wiring regulations BS7671 in force at the time of inspection;
  2. We shall not inspect cavities, voids, inaccessible areas or loft spaces. A visual inspection may be carried out from the loft hatch entry point where possible, practicable and safe to do so;
  3. All circuits shall be tested, where possible loads shall be disconnected for testing purposes. Circuits containing equipment that is fixed shall be tested at the point of isolation where accessible;
  4. 100% of accessories will be visually inspected and approximately 20% of accessories shall be removed from their seating to inspect the wiring behind;
  5. No furniture shall be moved in order to access electrical accessories. We request that you make all electrical points as accessible as possible for us in order that we can perform the most thorough inspection possible at the time. This includes good working access to your consumer unit / fuse board / electrical meter and box;
  6. Where light fittings are other than basic pendant style a limited test may be employed in order to avoid dismantling the electrical installation;
  7. Any faults or defects found in the wiring installation shall not normally be rectified during the inspection and in any event shall normally require a quotation for rectification; 
  8. Where a periodic inspection is carried out before the installation of a replacement consumer unit, any defects may need to be rectified before the consumer unit can be installed. A quote will be provided for these;
  9. Where an installation proves to be in poor condition, certain tests in the sequence of testing may not be possible if previous tests have given poor or no results. 

 

  1. Repair works following fault finding, electrical inspections, emergency call out and quotes

 

  1. Repair works quoted following fault finding are done so on the basis of what we can see and test at the time of the quote. Any further issues or faults uncovered during repairs giving rise to further time and materials will be chargeable. These can be quoted for additionally;
  2. Repair works to circuits will require access to all electrical accessories and the consumer unit, quotes assumes working access to all areas;
  3.  Further fault finding may be necessary once an initial fault is rectified. Certain issues can only be identified or found once others are fixed.

 

 

7.2 Exclusions. The following exclusions apply to this contract:

 

  1. Clearing and/or moving of furniture and other items blocking access to work areas are not included;

 

  1. Except where detailed, builders work (creating of holes larger than 50mm diameter, creating of support structures, strengthening structures, etc.) are not included, except as outlined in Clause 7.1(a)(iv-vi) above;

 

  1. Re-decoration and final making good is excluded from quoted costs, unless specifically detailed as included;

 

  1. Removal from site and disposal of rubble, fittings, wiring, materials, general waste and packaging is not included.

 

7.3 When we will provide the Goods and Services. During the order process we will let you know when we will provide the Goods and Services to you. Please note that we reserve the right to change this date at our discretion and will notify you should this be necessary. 

 

7.4 We are not responsible for delays outside our control. If our supply of the Goods is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for any direct or indirect loss caused by such delays. 

 

7.5 Prior to commencement. Please make sure that works area is clear. We will not be liable for any damage which may occur due to moving of furniture, fixtures, and fittings. 

 

7.6 Disruption. Providing our Services can potentially cause disruption. We will endeavour to keep this to a minimum, but you need to be aware that this may happen when we are providing our services. 

 

7.7 Storage. If we ask you to store any Goods or materials whilst the work is ongoing, you are required to oblige and ensure that these are kept in a suitably safe and dry place. 

 

7.8 Completion. The works will be deemed completed and any outstanding fees payable when these are completed to a working standard. Under the terms of this agreement, you are not permitted to withhold payment if the works are completed but for example an item needs changing in colour, which we will carry out in an agreed period. 

 

7.9 Labour Guarantee. We will provide a 12-month Labour Guarantee on the installation of the Goods and Materials (provided with the Services) commencing from the date of completion of the Services. Please note that if you require assistance outside of the Guarantee period, we will be able to assist, however there will be a fee involved (details to be provided upon request).

 

8. YOUR OBLIGATIONS UNDER THE CONTRACT

 

8.1 Additional Obligations. In addition to any, and all other obligations within this contract, you shall:

 

(a)  ensure that the terms of the order and any information it provides in (in relation to the Goods and Services to be provided) are complete and accurate;

 

(b)  co-operate with us in all matters relating to the Goods and Services;

 

(c)  provide us, our employees, agents, consultants, and subcontractors, with full and clear access to the location where the Goods and Services are to be supplied and other facilities as reasonably required by us;

 

(d)  provide us with such information and materials as we may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all material respects;

 

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and Services before the date on which we start; 

 

(f) ensure that the room where the Services are to be provided is cleared of furniture and all valuables removed;

 

(g) ensure that the building/property is structurally sound and in a good state of repair to a level which will permit the agreed works to be carried out;

 

(h) provide us with use of a toilet on site; 

 

(i) provide us with access to the supply of mains electricity, gas and water at the location; 

 

(j) provide us with parking at the location, within 25 metres of where the Goods and Services are to be supplied. Please note that you will be liable for any and all parking fees, charges, or penalties we may incur;

 

(k)  where applicable, keep all materials, equipment, documents, and other property of ours (Supplier Materials) at your premises in safe custody at its own risk, maintain these Goods and Materials in good condition until returned to us, and not dispose of or use the goods and Materials other than in accordance with our written instructions or authorisation;

 

(l) comply with all applicable laws, including health and safety laws.

 

8.2 Client default. If our performance of any of our obligations under the contract are prevented or delayed by any act or omission by you or your agents, sub-contractors, or employees, or by failure by you to perform any relevant obligation, then:

 

(a)  without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays our performance of any of its obligations;

 

(b)  we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of your obligations as set out in this Clause 8.2; 

 

(c)  you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

 

9.  IF THERE IS A PROBLEM WITH THE GOODS OR SERVICES 

 

9.1 How to tell us about problems. If you have any questions or complaints about the Goods or Services, please contact us. You can telephone our customer service team at 0151 3514011 or by writing to us at vaburgessltd@gmail.com. 

 

9.2 Summary of your legal rights. We are under a legal duty to supply goods and materials that are in conformity with this contract. Nothing in these terms will affect your legal rights. 

 

9.3 Your obligation to return rejected goods. If you wish to exercise your legal rights to reject Goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection unless you have changed your mind, in which case you will be liable for the cost. Please note that this clause does not apply to used or reconditioned parts which cannot be returned.

 

10.  PRICE AND PAYMENT  

 

10.1 The Price and Payment for Goods and Services. 

 

  1. the charges shall be calculated on the basis of the required works, with specific details stipulated in the quote and payment will be required in accordance with Clause 10.1(b);

 

  1. the following conditions will apply:

 

  1. the costs quoted assume continuous and unhindered access to the site by prior arrangement with you. Quote assumes all work areas will be cleared in advance;
  2. unless stated otherwise, the costs quoted assume standard working hours between the hours 09:00am and 17:00pm. Work required outside these hours may attract out of hours premium rates;
  3. any additional work not covered in our quoted costs will attract additional charges. These may need to be quoted separately. In some instances, an hourly rate may apply for work where a quote is not possible;
  4. where quotes or estimates are given over the phone, WhatsApp, internet, which are based upon information supplied by you or where we have not seen the job in person, the prices are based on information received only. There may be additional charges for issues that have not been described accurately, that are hidden, arising out of works being carried out and so forth.

 

  1. the fees for the agreed Goods and Services (specific details will be provided within the Quote) will be charged in the following manner: 

 

  1. Non-emergency works - 10%-20% deposit may be required in order to secure your booking and space in our diary. Please contact us for details of how to pay this. The remaining 80%/90% will payable immediately upon conclusion and within 48 hours of invoice; or
  2. Emergencies – 1st hour is payable in advance, with subsequent labour (in addition to Goods and Materials used) thereafter charged by the half hour. Any such fees for additional time, (Goods and Materials) following the initial hour will be payable immediately upon conclusion of the works.  
  3. Additional works – payable in accordance with the Quote/Estimate provided by us and required within the invoice payment terms. staged payments amounting to the total value of the agreed works, details of which will be provided within a detailed payments schedule; or

 

 

10.2 Additional works. Should any additional works be required in order to complete the quoted for work, you have the option to decline these and cancel the job. In such circumstances we will charge our minimum fee of £80 for this and our site visit potentially more depending on the works carried out prior to the discovery. Costs relating to materials and their return or disposal will be covered by you. In certain instances, wholesalers may charge a restocking fee which will be charged to you and you will be liable to pay. When bespoke items have been ordered these may be non-returnable, the cost of these items will be charged to you and shall remain your liability. 

 

10.3 Where to submit payment. You shall pay each invoice submitted by us in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract. 

 

10.4 VAT. All amounts payable by you under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Please note that prices are subject to change if rates change. 

 

10.5 Late payment. If you fail to make a payment due to us under the Contract by the due date, then, without limiting the our remedies under Clause 12, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 10.44 will accrue each day at 4%) a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

   

10.6 Debt Recovery and Legal Fees. Under the terms of this agreement, you agree to pay any and all legal costs, fees and disbursements incurred by us instructing Debt Recovery agents of legal representatives to recover outstanding sums owed under the contract from you or represent us in relation to disputes. 

 

10.7 Cancellation Policy. If you decide to cancel, after your order has been placed (and prior to us commencing works) the following cancellation fees will apply:

 

  1. Non-emergency works - we will retain the 10%-20% deposit as a cancellation fee;

 

  1. Emergencies - we will retain the 1st hour fee as a cancellation fee;

 

10.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

11.  OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU  

 

11.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

 

11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987.

 

11.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any accidental damage to your property caused by us while doing so. This, however, does not include any plastering/repair of décor, which is not our responsibility and is not included as part of the quote, unless specifically stated otherwise. In addition to this, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services. This includes any and all pre-existing issues which are discovered whilst carrying out the Services, which may not have been visible upon first inspection.

 

11.4 Further limitations of our potential liability to you. Subject to the terms of Clause 11.2, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: 

 

(a)  loss of profits;

 

(b)  loss of sales or business;

 

(c)  loss of agreements or contracts;

 

(d)  loss of anticipated savings;

 

(e)  loss of use or corruption of software, data, or information;

 

(f)  pre-existing faults or issues at the works site;

 

(g) any damage or loss arising from your failure to move any furniture or valuables from the works site; 

 

(h) loss of or damage to goodwill; and

 

(i)  any indirect or consequential loss.

 

11.5 Our total liability. Subject to Clause 11.4 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

 

11.6 Exclusion. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

 

11.7 Claims. All claims against Supplier must be brought within one 1 year after the cause of action arises and the Client waives any statute of limitations which might apply by operation of law or otherwise.

 

11.8 This Clause 11 shall survive termination of the Contract.

 

12. ENDING THE CONTRACT  

 

12.1 Your rights to end the contract before works commence. Without affecting any other right or remedy available to it, you may terminate the contract prior to agreed works date by giving us written notice. In such circumstances, you will be liable for any applicable Cancellation Fee in accordance with  Clause 10.7.

 

12.2 Your rights to end the contract after work has commenced. Without affecting any other right or remedy available to it, you may terminate the Contract by providing us immediate written notice if:

 

(a)  we commit a material breach of our obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days (unless replacement stock is not available), after receipt of notice in writing to do so;

 

(b)  we take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order 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;

 

(c) we suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of our business.

 

12.3 Our rights to end the contract before works commence. Without affecting any other right or remedy available to it, we may terminate the contract prior to agreed works commencing by giving you written notice. Please note that in these circumstances we will refund any advanced fee paid.

 

12.4 Our rights to end the contract. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving you written notice if:

 

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 24 hours of being notified in writing to do so;

 

(b) fail to pay any amount due under the Contract on the due date for payment;

 

(c) you take any step or action in connection with entering bankruptcy, administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order 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;

 

(d) (where applicable) you suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

 

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

 

(f) (where applicable) there is a change of control of your business.

 

12.4 Suspension of services. Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between us, if the you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in Clause 12.4(c) to Clause 12.4(f), or we reasonably believes that you are about to become subject to any of them.

 

13.  CONSEQUENCES OF ENDING THE CONTRACT 

 

13.1 What happens if the contract is ended early. On ending the Contract:

 

(a) we may retain any advanced payment (where applicable) and you will be liable to pay for any further works and Goods and Materials used/fitted up to the point of termination. If no advanced payment has been received you will be liable for the cost of all Goods, Materials and Services, up to the point of cancellation. In respect of any Goods, Materials and Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; 

 

(b) you shall return all of our Goods and Materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

 

13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

 

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

 

14.  DATA PROTECTION & PROCESSING  

 

14.1 We both acknowledge that for the purposes of General Data Protection Regulation (GDPR), that you are the Data Controller, and we are the Data Processor in respect of any Personal Data.

 

14.2 We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the you.

 

14.3 We will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the Data controller has made available to it.

 

14.4 We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data.

 

14.5 We both warrant to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

 

14.6 We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will:

 

(a)  take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

 

  1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and

 

(ii)   the nature of the data to be protected. 

 

(b)  take reasonable steps to ensure compliance with those measures.

 

14.7 We both agree to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 14.

 

14.8 You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.

 

14.9 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

 

15.  OTHER IMPORTANT TERMS  

 

15.1 Intellectual Property Rights   

 

(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

 

(b) You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. 

 

15.2 Force Majeure. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control.

 

15.3 Assignment and other dealings

 

(a)  We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract.

 

(b)  You shall not assign, transfer, subcontract, delegate, or deal in any other manner with any of its rights and obligations under the Contract. 

 

15.4 Notices

 

(a)  Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or sent by email to the address specified in the quote or order. 

 

(b)  Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

 

(c)  This clause does not apply to the service of any proceedings or other documents in any legal. 

 

15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

15.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

15.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

 

15.8 Entire agreement.

 

(a)  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

 

(b)  Each party acknowledges that in entering the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misrepresentation] based on any statement in the Contract.

 

(c)  Nothing in this clause shall limit or exclude any liability for fraud.

 

15.9 Third parties’ rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

15.10 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

 

15.11 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

 

15.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

Drafted by MJL Law Limited 16/02/2024, version 1.