Terms and Conditions

(a) the Order (including any timescales set out in the Order); or

(b) any information or materials (including instructions, equipment, components, articles, drawings and specifications) provided by the Client, being incomplete or inaccurate, and the Company shall notify the Client in any such event.

3.3. The Company warrants that the Services will be performed with the best skill and care.

3.4. The Client shall:

(a)provide all necessary information to the Company in relation to all matters affecting the Services, including information related to access to and management of the Premises and ensure that such information and materials are complete and accurate in all material respects;

(b) ensure that all reasonable and practical measures are taken to enable the Company to undertake the Services;

(c)provide the Company, its employees, agents, consultants and subcontractors without charge with access to the Premises as the Company may reasonably require;

(d) ensure that the Premises are safe and comply with all obligations required by UK and EU health and safety legislation and that the provision of the Services by the Company will not at any time contravene any statutory or other regulation, order or bylaw affecting the security of the Premises or the business carried out at the Premises;

(e) ensure that the terms of the Order are complete and accurate;

(f) co-operate with the Company in all matters relating to the Services;

(g) obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before each Agreed Services Date; and

(h) maintain all Client Equipment to a high standard and in good working order to enable the Company to carry out the Services during the Term.

3.5. Notwithstanding clause 7.3 (cancellation charges), if the Company is unable to perform the Services in whole or in part due to any act or omission directly or indirectly attributable to the Client or failure by the Client to perform any relevant obligation including but not limited to its obligations set out in clause 3.4(h) and any of the information set out in the Order being incomplete or inaccurate or any failure by the Client to provide the Company with complete and accurate information and materials (including instructions, equipment, components, articles, drawings, specifications and other required data) (“Client Default”), then the Company shall be entitled to be paid for the Services in full or in part, as appropriate. Without limiting the generality of this clause 3.5, the Client shall be liable under this clause 3.5 where:

(a) the Company is unable to access the Premises or any part of the Premises including the Client Equipment in order to provide the Services, or is prevented from so doing; or

(b) the Company is notified by the Client not to attend the Premises on any day in respect of which:

(i) the parties have already agreed that the Company is to provide the Services; or

(ii) the Company has notified the Client that the Services will be provided.

3.6. Where any of the events set out in clause 3.5(a) or 3.5(b) occur:

(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend or delay performance of the Services until the Client remedies 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 the Company’s performance of any of its obligations;

(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in clause 3.5; and

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

3.7. Any equipment including Client Equipment supplied by the Client to the Company to assist the Company in performing the Services shall be supplied at the Client’s sole risk.

3.8. If the Client wishes to order Additional Services during the Term:

(a) the Client shall confirm which Additional Services it wishes to order;

(b) the Client shall submit or request a new Order form in substantially the same form as that to which these Conditions are attached;

(c) the Company shall issue a new Order to the Client for signature/acceptance in accordance with clause 2.3; and

(d) unless expressly stated otherwise in the Order, once accepted shall constitute a separate Contract.

4. Intellectual Property Rights and Confidential Information:

4.1. All intellectual property rights in relation to the Services (other than Intellectual Property Rights in any materials provided by the Client) shall vest in and belong solely and exclusively to the Company.

4.2. The Client and the Company agree that in the course of the Company providing the Services to the Client, the parties may disclose to each other certain information which is confidential to the disclosing party. The information may be confidential because it has been marked or designated as such by the disclosing party, or because the information should reasonably be supposed by the receiving party to be confidential. The Client and the Company agree that each party will maintain the confidentiality of the confidential information during the Term and for a period of two years after termination or expiry of the Contract and not disseminate it to any third party without the disclosing party’s prior consent, save that this obligation shall not apply to any confidential information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party.

5. Charges and Payment:

5.1. The Charges payable under the Contract shall be those which are referenced in the Order or subsequently notified to the Client and all such Charges are exclusive of Value Added Tax and any other duties, bank charges, commissions and fees which the Client shall pay in addition to the Charges. Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.2. The Company reserves the right to increase the Charges on each anniversary of the Commencement Date and the first such increase shall take effect on the first anniversary of the Commencement Date and the Company will notify the Client of any such increase at least one month prior to any such anniversary.

5.3. Notwithstanding the provisions of clause 5.2, the Company may increase the Charges in order to reflect any additional costs to the Company in providing the Services to the Client and to reflect any charges for any Additional Services.

5.4. The Company’s payment terms are 28 days from the date of the invoice. Payments shall be made in full and in cleared funds to a bank account nominated in writing by the Company. Time for payment shall be of the essence.

5.5. If the Client fails to pay to the Company any sum due to the Company on or before the date that such sum falls due for payment, then the Company shall be entitled to charge the Client interest thereon at a rate of five per cent (5%) per annum above the Bank of England’s Base Rate or, where applicable, the allowable rate of interest chargeable on commercial debts (whichever is the higher) from the date that such sum falls due until the same has been paid to the Company.

5.6. Without limiting any other right or remedy available to the Company (up to and including termination of the Contract), the Company reserves the right to suspend any further work under the Contract if any Charges payable to the Company have not been paid in full.

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

6. Warranties and Liability:

6.1. The following provisions set out the Company’s financial liability to the Client in respect of:

(a) any breach of these Conditions;

(b) any use made by the Client of any of the Services; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

6.2. Except for the warranty given by the Company in clause 3.3, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.

6.3. Nothing in these Conditions excludes or limits the Company’s liability: 

(a) for death or personal injury caused by the Company’s negligence; or

(b) for any matter for which it would be illegal for the Company to exclude or attempt to exclude the Company’s liability; or

(c) for fraud or fraudulent misrepresentation.

6.4. Subject to clause 6.2 and clause 6.3:

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of the Contract shall be limited to the amount of the Charges paid by the Client for the Services during the applicable 12 month period in which the relevant claim or claims arose; and 

(b) the Company shall not in any event be liable to the Client for loss of profit, economic loss, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

6.5. The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any damage caused to the Client’s Equipment or property as a result of the Client’s failure to maintain such equipment.

7. Termination:

7.1. Either party shall be entitled by notice in writing to the other party at any time forthwith to terminate the Contract if the other party:

(a) materially breaches the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(b) persistently breaches  the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or

(c) becomes subject to insolvency proceedings.