Purchase of Goods, Works and Services and Sale of Goods, works and Services
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 3.00 pm on any Business Day.
CIS Scheme: The Construction Industry Scheme under the Finance Act 2004
Commencement Date: has the meaning given in clause.
Conditions: these terms and conditions as amended from time to time in accordance with clause 19.9.
Contract: the contract between Parish and Shires Commercial Ltd and the Supplier for the supply of Goods, Works and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors, and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Delivery Date: the date specified in the Order, or, if none is specified, within 28 days of the date of the Order.
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by Parish and Shires Commercial Ltd and the Supplier.
Parish and Shires Commercial Ltd: means Parish and Shires Commercial Ltd Limited a company incorporated and registered in England and Wales with company number 10193598 whose registered office is at Rose House, Copplestone, Crediton, Devon, EX17 5NR.
Parish and Shires Commercial Ltd Materials: has the meaning set out in clause 5.3(i).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Mandatory Policies: Parish and Shires Commercial Ltd’s business policies listed in Schedule 1.
Order: Parish and Shires Commercial Ltd’s order for the supply of Goods, Works and/or Services, as set out in Parish and Shires Commercial Ltd’s purchase order form.
Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification
Service Specification: the description or specification for Services agreed in writing by Parish and Shires Commercial Ltd and the Supplier.
Site: the site of the Works specified in the Order (if any).
Supplier: the person or firm from whom Parish and Shires Commercial Ltd purchases the Goods, Works and/or Services.
Works: the works to be carried out by the Supplier specified in an Order
Works/Services: the Works and/or Services to be carried out by the Supplier
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms
(e). A reference to writing or written excludes fax but not email.
The Order constitutes an offer by Parish and Shires Commercial Ltd to purchase Goods, Works and/or Services from the Supplier in accordance with these Conditions.
The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order;
(b) or any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (Commencement Date).
These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
All of these Conditions shall apply to the supply of all any of Goods, Works and/or Services except where the application to one or the other is specified.
The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
The parties agree that the Contract is entered into for the benefit of Parish and Shires Commercial Ltd.
The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Parish and Shires Commercial Ltd, expressly or by implication, and in this respect Parish and Shires Commercial Ltd relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
Parish and Shires Commercial Ltd may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
If following such inspection or testing Parish and Shires Commercial Ltd considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 3.1, Parish and Shires Commercial Ltd shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
Parish and Shires Commercial Ltd may conduct further inspections and tests after the Supplier has carried out its remedial actions.
The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods (including the code number of the Goods (where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires Parish and Shires Commercial Ltd to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
The Supplier shall deliver the Goods:
(a) on the Delivery Date;
(b) at the Delivery Location;
(c) and during Business Hours or as instructed by Parish and Shires Commercial Ltd.
Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, Parish and Shires Commercial Ltd may reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered, Parish and Shires Commercial Ltd may at its sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Parish and Shires Commercial Ltd accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
The Supplier shall not deliver the Goods in instalments without Parish and Shires Commercial Ltd’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Parish and Shires Commercial Ltd to the remedies set out in clause 6.1.
Title and risk in the Goods shall pass to Parish and Shires Commercial Ltd on completion of delivery.
The Supplier shall from the Commencement Date and for the duration of the Contract supply the Works/Services to Parish and Shires Commercial Ltd in accordance with the terms of the Contract.
The Supplier shall meet any performance dates for the Works/Services specified in the Order or that Parish and Shires Commercial Ltd notifies to the Supplier and time is of the essence in relation to any of those performance dates.
In providing the Works/Services, the Supplier shall:
(a) co-operate with Parish and Shires Commercial Ltd in all matters relating to the Works/Services, and comply with all instructions of Parish and Shires Commercial Ltd;
(b) perform the Works/Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
(d) ensure that the Works/Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Parish and Shires Commercial Ltd expressly or impliedly makes known to the Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Works/Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Works/Services or transferred to Parish and Shires Commercial Ltd, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Works/Services
(h); observe all health and safety rules and regulations and any other security requirements that apply at any of Parish and Shires Commercial Ltd’s premises;
(i) hold all materials, equipment and tools, drawings, specifications and data supplied by Parish and Shires Commercial Ltd to the Supplier (Parish and Shires Commercial Ltd Materials) in safe custody at its own risk, maintain Parish and Shires Commercial Ltd Materials in good condition until returned to Parish and Shires Commercial Ltd, and not dispose of or use Parish and Shires Commercial Ltd Materials other than in accordance with Parish and Shires Commercial Ltd’s written instructions or authorisation;
(j) not do or omit to do anything which may cause Parish and Shires Commercial Ltd to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Parish and Shires Commercial Ltd may rely or act on the Works/Services;
(k) comply with any additional obligations as set out in the Service Specification.
Where the Supplier is responsible for the design of Works or the selection of materials or goods for the Works, such designs, details, materials and goods shall be safe and suitable for the purpose or purposes for which they are required. The Supplier shall use all reasonable skill, care and diligence in the preparation of such designs to be expected of an appropriately qualified consultant providing professional Works/Services in connection with works of equivalent type, size and complexity to the Works set out in the Order. The Supplier shall indemnify Parish and Shires Commercial Ltd against all claims, demands, proceedings, damages, costs, charges and expenses arising out of or as a consequence of such designs, materials or goods not being safe or suitable.
In accepting the Order, the Supplier is deemed to have examined the Site and to have satisfied itself generally as to matters affecting the execution of the Works at the Site.
The Supplier shall commence the Works and shall complete the Works on or by the relevant dates set out in the Order or by such other date(s) as Parish and Shires Commercial Ltd may agree. The Supplier shall proceed regularly and diligently to carry out and complete the Works in accordance with any programme specified by Parish and Shires Commercial Ltd.
The Supplier shall at all times use its best endeavours to prevent or reduce delay to the progress of the Works. If the Supplier fails to complete the Works or any part thereof within the period specified or any extended period granted by Parish and Shires Commercial Ltd the Supplier shall be liable to Parish and Shires Commercial Ltd for any loss or damage suffered or incurred by Parish and Shires Commercial Ltd.
Construction Industry Scheme
Where the Works/Services are such as to require the Supplier to be registered with HMRC under the CIS Scheme the Supplier shall, when requested to do so by Parish and Shires Commercial Ltd, provide evidence that it is so registered and the Supplier will be responsible for complying with the requirements contained in or referred to under the CIS.
If the Supplier fails to deliver the Goods or to perform the Services or to complete the Works by the applicable date, Parish and Shires Commercial Ltd shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Works/Services or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by Parish and Shires Commercial Ltd in obtaining substitute goods, works, or services from a third party;
(d) ) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided, Works not completed or Goods that it has not delivered; and € to claim damages for any additional costs, loss or expenses incurred by Parish and Shires Commercial Ltd which are in any way attributable to the Supplier’s failure to meet such dates.
If the Goods are not delivered by the applicable date, Parish and Shires Commercial Ltd may, at its option, claim or deduct 2% of the price of the Goods for each week’s delay in delivery of the Goods, by way of liquidated damages, until the earlier of delivery of the Goods or termination or abandonment of the Contract by Parish and Shires Commercial Ltd, up to a maximum of 10% of the total price of the Goods. If Parish and Shires Commercial Ltd exercises its rights in respect of late delivery under this clause it shall not be entitled to any of the remedies set out in clause 6 in respect of the late delivery of the Goods.
If the Services are not performed by the applicable date, Parish and Shires Commercial Ltd may, at its option, claim or deduct 2% of the price of the Services for each week’s delay in performance of the Services, by way of liquidated damages, until the earlier of performance of the Services or termination or abandonment of the Contract by Parish and Shires Commercial Ltd, up to a maximum of 10% of the total price of the Services. If Parish and Shires Commercial Ltd exercises its rights in respect of late performance under this clause it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the late performance of the Services.
If the Works are not completed by the applicable date, Parish and Shires Commercial Ltd may, at its option, claim or deduct 2% of the price of the Works for each week’s delay in completion of the Works, by way of liquidated damages, until the earlier of completion of the Works or termination or abandonment of the Contract by Parish and Shires Commercial Ltd, up to a maximum of 10% of the total price of the Works. If Parish and Shires Commercial Ltd exercises its rights in respect of late performance under this clause it shall not be entitled to any of the remedies set out in clause 6 in respect of the late performance of the Works.
If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3, then, without limiting or affecting other rights or remedies available to it, Parish and Shires Commercial Ltd shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Parish and Shires Commercial Ltd in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Parish and Shires Commercial Ltd arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.
If the Supplier has supplied Works/Services that do not comply with the requirements of clause 5 then, without limiting or affecting other rights or remedies available to it, Parish and Shires Commercial Ltd shall have one or more of the following rights and remedies:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to provide repeat performance of the Works/Services, or to provide a full refund of the price paid for the Works/Services (if paid);
(d) to refuse to accept any subsequent performance of the Works/Services which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Parish and Shires Commercial Ltd in obtaining substitute Works/Services or deliverables from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Parish and Shires Commercial Ltd arising from the Supplier’s failure to comply with clause 5.
These Conditions shall extend to any substituted or remedial Works/Services or repaired or replacement goods supplied by the Supplier.
Parish and Shires Commercial Ltd’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
Parish and Shires Commercial Ltd shall:
(a) provide the Supplier with reasonable access at reasonable times to Parish and Shires Commercial Ltd’s premises for the purpose of providing the Works/Services;
(b) and provide such necessary information for the provision of the Works/Services as the Supplier may reasonably request.
The price for the Goods:
(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Parish and Shires Commercial Ltd.
The charges for the Works/Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Works/Services. Unless otherwise agreed in writing by Parish and Shires Commercial Ltd, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Works/Services.
The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Works/Services, and the Supplier shall allow Parish and Shires Commercial Ltd to inspect such records at all reasonable times on request.
In respect of the Goods, the Supplier shall invoice Parish and Shires Commercial Ltd on or at any time after completion of delivery. In respect of Works/Services, the Supplier shall invoice Parish and Shires Commercial Ltd on completion of the Works/Services. Each invoice shall include such supporting information required by Parish and Shires Commercial Ltd to verify the accuracy of the invoice, including the relevant Order number.
In consideration of the supply of Goods and/or Works/Services by the Supplier, Parish and Shires Commercial Ltd shall pay the invoiced amounts at the end of the month that is 30 days after the date of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
All amounts payable by Parish and Shires Commercial Ltd under the Contract are:
(a) exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Parish and Shires Commercial Ltd, Parish and Shires Commercial Ltd shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Works/Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Works/Services.
( b) subject to the provisions of the CIS Scheme where the nature of the Works/Service are such that the CIS Scheme applies.
If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party 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 will accrue each date at 2% a year above the Bank of England’s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved on sums found or agreed to be due, from the due date until payment. The Parties agree that this clause 8 is a substantial remedy for late payment of any sum payable under this Appointment in accordance with section 8(2) Late Payment of Commercial Debts (Interest) Act 1998.
The final date for a payment is 7 (seven) days after the due date for that payment.
Parish and Shires Commercial Ltd reserves the right to pay less and/or set off from any payment due to the Supplier from Parish and Shires Commercial Ltd an amount equal to the value of the Employer’s reasonable assessment of the value of any liabilities of the Supplier to Parish and Shires Commercial Ltd (whether under this Contract Appointment or any other agreement). Parish and Shires Commercial Ltd shall give a written pay less notice to the Supplier not later than 2 (two) days before the final date for payment by Parish and Shires Commercial Ltd. The said notice shall specify the amount Parish and Shires Commercial Ltd considers to be due to the Supplier as at the date of such notice and the basis upon which that amount has been calculated. Where such determination of the quantum of the right to pay less and/or set off results in the Supplier owing an amount to Parish and Shires Commercial Ltd, the Supplier shall promptly and within no more than 30 (thirty) days from receipt of the notice pay such amount to Parish and Shires Commercial Ltd in its nominated bank account as set out in the notice.
All Intellectual Property Rights in or arising out of or in connection with the Works/Services (other than Intellectual Property Rights in any Parish and Shires Commercial Ltd Materials) shall be owned by the Supplier. The Supplier grants to Parish and Shires Commercial Ltd, or shall procure the direct grant to Parish and Shires Commercial Ltd of, a fully paid up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Parish and Shires Commercial Ltd Materials) for the purpose of receiving and using the Works/Services and the Deliverables.
Parish and Shires Commercial Ltd shall not sub-license, assign or otherwise transfer the rights granted by clause 9.
Parish and Shires Commercial Ltd grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by Parish and Shires Commercial Ltd to the Supplier for the term of the Contract for the purpose of providing the Works/Services to Parish and Shires Commercial Ltd.
The Supplier acknowledges that all rights in Parish and Shires Commercial Ltd Materials are and shall remain the exclusive property of Parish and Shires Commercial Ltd.
The Supplier shall indemnify Parish and Shires Commercial Ltd against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by Parish and Shires Commercial Ltd arising out of or in connection with:
(a) any claim made against Parish and Shires Commercial Ltd for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Works/Services (excluding Parish and Shires Commercial Ltd Materials);
(b) any claim made against Parish and Shires Commercial Ltd by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables, to the extent that the defects in the Goods or Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against Parish and Shires Commercial Ltd by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Works/Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
This clause 10 shall survive termination of the Contract.
During the term of the Contract and for a period of 6 years afterwards, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to Parish and Shires Commercial Ltd on demand both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
12.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable laws, statutes, regulations from time to time in force; and
(b) comply with the Mandatory Policies.
In undertaking Works/Services the Supplier
(a) must at all times comply with the provisions of the Health and Safety at Work etc Act 1974, the Control of Substances Hazardous to Health Regulations 2002, the Management of Health and Safety at Work Regulations 1999, the CDM Regulations and any subsequent legislation replacing or amending the same and all other, if any, applicable legislation and requirements relevant to activities on the Site. Without prejudice to the foregoing the Supplier will comply with all requirements and directions of Parish and Shires Commercial Ltd in respect of all health and safety matters. The Supplier shall before commencement on a Site provide site specific risk assessments and method statements for the safe carrying out of the Works. The Supplier will procure the compliance by all employees or agents of and any other persons engaged by the Supplier with the foregoing provisions.
(b) shall render all reasonable assistance and provide all reasonable information to Parish and Shires Commercial Ltd to enable it:
(i) to make an assessment of the risks to the health and safety of other persons on the Site which may arise out of or in connection with the conduct by the Supplier when undertaking the Works/Services; and
(ii) to determine and implement all necessary preventative or protective measures.
(c) ensure that all employees, agents, sub-contractors and other persons engaged by the Supplier are provided with the appropriate protective clothing, equipment and footwear and that the same are worn/used as appropriate;
(d) report to Parish and Shires Commercial Ltd all reportable injuries, diseases and dangerous occurrences as specified under the relevant legislation;
(e) provide proper supervision and training at all times of all employees and agents of and other persons engaged by the Supplier on the Site; and
(f) make available for inspection by the Parish and Shires Commercial Ltd at all times all registers, records and any other documentation concerning health and safety and/or environmental matters and relating to the Works.
The following definitions apply in this clause 13:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom. (d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, Parish and Shires Commercial Ltd is the Controller and the Supplier is the Processor.
Without prejudice to the generality of clause 13, Parish and Shires Commercial Ltd will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.
Without prejudice to the generality of clause 13, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of Parish and Shires Commercial Ltd unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify Parish and Shires Commercial Ltd of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying Parish and Shires Commercial Ltd;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Parish and Shires Commercial Ltd, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and Works/Services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent of Parish and Shires Commercial Ltd has been obtained and the following conditions are fulfilled:
(i) Parish and Shires Commercial Ltd or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
(iv) and the Supplier complies with reasonable instructions notified to it in advance by Parish and Shires Commercial Ltd with respect to the processing of the Personal Data;
(e) assist Parish and Shires Commercial Ltd, at Parish and Shires Commercial Ltd’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify Parish and Shires Commercial Ltd without undue delay on becoming aware of a Personal Data Breach;
(g) ) at the written direction of Parish and Shires Commercial Ltd, delete or return Personal Data and copies thereof to Parish and Shires Commercial Ltd on termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by Parish and Shires Commercial Ltd or Parish and Shires Commercial Ltd’s designated auditor and immediately inform Parish and Shires Commercial Ltd if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
Parish and Shires Commercial Ltd does not consent to the Supplier appointing any third-party processor of Personal Data under the Contract. As between Parish and Shires Commercial Ltd and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.6 with the written consent of Parish and Shires Commercial Ltd.
14.1 Without affecting any other right or remedy available to it, Parish and Shires
Commercial Ltd may terminate the Contract:
(a) with immediate effect by giving written notice to the Supplier if:
(i) there is a change of control of the Supplier;
(ii) or the Supplier commits a breach of clause 12
(b) for convenience by giving the Supplier 1 months’ written notice.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
(b) 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 in relation to a solvent restructuring), obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
On termination of the Contract, the Supplier shall immediately deliver to Parish and Shires Commercial Ltd all Deliverables whether or not then complete, and return all Parish and Shires Commercial Ltd Materials. If the Supplier fails to do so, then Parish and Shires Commercial Ltd may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.
Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non performance continues for 3 months, the party not affected may terminate the Contract by giving 28 days’ written notice to the affected party.
Notwithstanding clause 19, where Part II of the Housing Grants, Construction and Regeneration Act 1996 applies, either Party may refer any dispute or difference arising under this Appointment to adjudication at any time. The nominating body shall be the Royal Institute of Chartered Surveyors or any successor organisation.
Assignment and other dealings
(a) Parish and Shires Commercial Ltd may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
(b) The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Parish and Shires Commercial Ltd.
Subcontracting
The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Parish and Shires Commercial Ltd. If Parish and Shires Commercial Ltd consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
Notices
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Supplier: such address as set out in the Order.
Parish and Shires Commercial Ltd: parishandshires@aol.com
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) ) 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; transmission, or,
(iii) or if sent by email, at the time of if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed under this clause 19 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver
(a) Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Entire agreement
(a) The Contract constitutes the entire agreement between the parties
(b). Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty other than where made negligently or fraudulently.
Third party rights
Unless it expressly states otherwise, 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.
Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
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.
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.
Schedule 1 Mandatory Policies
– The Mandatory Policies are:
– Modern Slavery and Policy.
– Anti-Bribery and Anti-Corruption Policy.
– Ethics Policy.
– Data and Privacy Policy.
The terms and conditions which are detailed below govern any works undertaken by Parish and Shires Commercial Ltd.
• We make every effort to make our quotations accurate however, in some circumstances, material costs and time to complete work can exceed expectations. Where this arises due to unforeseen circumstances/costs, any omission in your specified requirements, or because of changes to your requirements/specification, we will pass these costs onto you.
• Payments are as per the terms of the quotation which we have sent to you.
These Terms and Conditions apply to the sale of all Services by us, Parish and Shires Commercial Ltd, a company registered in England and Wales under number whose 10193598 registered office address is Rose House, Copplestone, Crediton, Devon, EX17 5NR (“the Company/We/Us/Our”).
• In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Customer/You/Your” means the business or corporate body, consumer, or individual purchasing the Services. Where an individual is entering into the contract on behalf of a business, the individual confirms they have the authority to enter into this contract on behalf of that business and the business will be our Customer in the context of the contract;
“Consumer” is as defined in the Consumer Rights Act 2015;
“Materials” means the materials as detailed within the Quotation which shall be used to provide the Services;
“Property” means the property at which the Services are to be carried out;
“Quotation” means our estimate for providing the Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works; and
“Services” means the gardening, landscaping and/or any other Services we will provide as specified in the Quotation.
• Unless the context otherwise requires, each reference in these Terms and Conditions to:
– “writing/written” includes emails, SMS, WhatsApp and similar communications;
– a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
– “these Terms and Conditions” refers to these Terms and Conditions as amended or supplemented at the relevant time;
– a clause refers to a clause of these Terms and Conditions;
– a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
• The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
• Words imparting the singular number include the plural and vice versa. References to persons include corporations.
• Where necessary, we will arrange a survey of the property. At the time of the survey, the property should be made available and fully accessible, and our Quotation will be based on any findings at this time. Any dimensions provided are subject to re measure at this time. Any findings that have changed since the survey, were not evident at the time of survey or where a survey was not possible will be added to the contract price.
• These terms and conditions govern the sale of all Services provided by us and will form the basis of the contract between you and us.
• Following an initial meeting in order to discuss the necessary works, we will provide to you a quotation.
• A legally binding contract between you and us will be created when you accept our quotation. Before accepting our quotation, please ensure that you have read these terms and conditions carefully. If you are unsure about any part of these terms and conditions, please ask us for clarification. No terms or conditions issued or referred to by you in any form will in any way vary or add to these terms and conditions unless we agree otherwise in writing.
• Our quotation is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.
• We will ensure that our Services are provided with reasonable care and skill and in accordance with best trade practice. Our Services, and any guidance we provide, will be from a landscape design perspective only; you must gain specialist advice from architects, building control or other specialist contractors where applicable.
• Upon request we may work from developers’ or architects’ plans These will be based on the relevant developer’s specification and measurements. All decisions relating to the final design and build are your and the developer’s responsibility. We will have no liability where we have relied on measurements provided to us where these are found to be incorrect.
• If you require any additional services after accepting our quotation, we reserve the right to provide you with a further quotation, which must be accepted by you in writing before we will proceed.
• We may provide suggestions for Materials or other services to be provided to you by a third party. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure you have conducted your own research and the relevant supplier or materials are suitable for your needs. In the event we have made a recommendation for a supplier, a separate contractual relationship will be created between you and the supplier, under separate terms and conditions, for the Materials and any fault with them.
• Any timescales we provide are to be considered an estimate only and are not of the essence of the contract.
• The Services will be carried out during our normal working hours, unless otherwise agreed. Any Services required outside of these hours may incur additional costs.
• We will provide the Services in accordance with the specification set out in the accepted Quotation (as may be amended by written agreement between you and us from time to time, however we shall not be liable to begin amendments until we have received written confirmation from you).
• We will require you to grant us unrestricted access to the property at all reasonable times for the purposes of taking measurements and or carrying out the Services, and for any subsequent remedial work if required. Any access which could be reasonably considered difficult by us may be subject to an additional fee.
• We may instruct you to take reasonable steps to protect the Property including, but not limited to, the removal of valuable and/or delicate items from areas where our work is to be carried out and we cannot be held responsible if you fail to do so. We will not move furniture or other obstacles to gain access to the required parts of the Property if this work is more than minimal (which will be decided at our sole discretion).
• We will ensure that the Services are performed with reasonable care and skill and to a reasonable standard which is consistent with all relevant codes of practice, best trade practice and all current building regulations.
• We will ensure that no parts of the property suffer damage as a result of our provision of the Services. This does not apply to any damage caused to any existing decorations which is reasonably commensurate with the carrying out of works in the usual way. We will make good any other damage that occurs at no additional expense to you, as soon as is reasonably possible.
• We will properly dispose of all waste that results from our provision of the Services to skips on Site, provided full payment is made by you for this. Where any skip is only partially full no refunds or partial refunds will be due.
• Where you have failed to make payment for the skip(s), we reserve the right to charge you the total cost of any arrangements made by us for the disposal of waste.
• Any waste, fixtures or fittings that is not a direct result of our provision of the Services is not our responsibility and additional fees will apply for the disposal of this.
• Any programme we agree is to be treated as an estimate only. We may be delayed by factors outside of our control, so unless we agree otherwise in writing, we will have no obligation to complete our Services by a specified date.
• You are responsible for ensuring that:
– the Property is suitable for our Services to be carried out;
– We and any delivery vehicles can access the Property on the agreed dates and at the agreed times. Our price is based on being able to complete our Services in one continuous visit or where we are carrying out our Services in phases, each phased visit is to be continuous;
– If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, these have been obtained by you before we begin the Services. If we require access to neighbouring land, it is your responsibility to ensure that access is granted; and
– we have access to power, water, and adequate welfare facilities at the Property, to enable us to carry out our Services.
• If you fail to comply with any of your responsibilities under these Terms and Conditions, we will not be held liable for any delays as a result and we reserve the right to recover any costs incurred by us, such as for storage of Materials or non productive visits to the Property.
• The Services shall be considered complete on our notification to you that they have been successfully completed.
• We reserve the right to make minor, non-aesthetic alterations to the specification of any Materials without consulting you first. We also reserve the right to alter the specification where necessary to conform to any industry, statutory or government requirements.
• The responsibility (also known as the “risk”) for the Materials remains with us until it has been delivered to the Property, at which point it will pass to you. Once the risk in the Materials has passed to you, you are responsible for storing it safely, protecting it and insuring it against its full replacement value. You will only own the Materials once we have received payment in full for the total Contract value.
• Where any materials or other equipment have been supplied by you or any third party, we accept no responsibility for them or for any faults in them. If we are delayed in carrying out our Services because of such equipment or materials (if, for example, their delivery is delayed), we reserve the right to charge for any costs incurred by us as a result. Any return visits required due to faults in any such equipment or materials will be chargeable.
• We will provide an estimated delivery date (and installation date where applicable) for the Materials. However, it is possible for delays to be incurred due to unavoidable breakages occurring during the manufacture of the Materials, and we cannot be held liable for any costs incurred by any delays as a result.
• Most orders will be delivered by lorry or large van, so it is important that you tell us about any restrictions on access at the time of your order and/or survey.
• All deliveries will be delivered to the address stated on the order and this will typically be kerbside delivery, depending on the vehicle used.
• We can only deliver to mainland UK addresses. If no one is available at the Property at the time of delivery, the driver will retain the Materials, and we will await further instructions. The redelivery will be chargeable and this must be paid before the redelivery can take place. If the Materials are to be left without you being present, then full payment must be received prior to delivery, and we cannot accept responsibility for incorrect delivery or loss of Materials where you (or someone suitable that is nominated by you) are not present to accept the Materials.
• Delivery will be deemed to have taken place when the Materials have been delivered to the agreed delivery address and you (or someone identified by you) have taken physical possession of the Materials.
• We cannot be held responsible if the items are lost, stolen or become damaged after the delivery has taken place. Please notify us at the time we quote if there are any access restrictions both within and outside the Property. Please also notify us within 24 hours of delivery if there are any defects, damage, missing or incorrect items so we can investigate.
• We require a minimum of 48 hours’ notice if the agreed delivery date is to be changed. If we receive less than 48 hours’ notice, if there is a failed delivery in accordance with this clause or access is more difficult than originally foreseen we reserve the right to charge for any costs we incur as a result.
• Our Quotation is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident which affect the Services and/or Materials to be provided, we reserve the right to adjust our pricing and we will notify you of this in writing.
• You will need to accept the new Quotation and pricing before we can continue with the Services. Please note that where any change includes more than a minor change in Material cost, we reserve the right to request payment in advance before we can order such additional or alternate Materials.
• The fees payable for the Services shall be as detailed in the Quotation.
• We reserve the right to issue any final invoice at any time if the Services are delayed through no fault of our own. We also reserve the right to request 100% of the quoted fee up front at our sole discretion.
• Where we are providing Materials, we reserve the right to request that you make payment upfront upon invoice.
• We reserve the right to charge for expenses, mileage and travelling time to attend property visits at your request where these are in addition to the work included in our quotation. Should we incur any additional costs due to material price increases or any other reasons outside of our control we reserve the right to pass these costs onto you.
• All invoices are payable in full without set off, withholding, retention or deduction, unless otherwise agreed by us or required under the CIS scheme.
• The time of payment is of the essence of the contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge for any costs we incur in attempting to recover the debt.
• All prices quoted are in pounds sterling and subject to VAT at the current rate.
• No certification (if applicable) will be issued until payment has been received by us in full for each phase completed.
• If you are a Consumer, you have a statutory right to a cooling off period. This period begins once the Contract is formed (as detailed in clause 2.4) and ends at the end of 14 calendar days after that date.
• If you wish to cancel the Contract within the cooling off period, you should inform us immediately in writing, using the contact details provided with our Quotation.
• If you cancel within this period, you will receive a full refund of any amount paid to us under the Contract.
• If the start date for the works falls within the cooling off period, you must make an express request for the Services to begin within this 14-day cooling off period. By making such a request, you acknowledge and agree to the following:
– If the Services are completed within the 14-day cooling off period, you will lose the right to cancel once the works are completed;
– If you cancel the Contract after the Services have begun, you will be required to pay for any Services and Materials supplied up until the point at which you inform us of your wish to cancel. The amount due will be calculated and refunded or deducted in proportion to the total quoted fee and the actual Services and Materials already supplied.
• If you wish to cancel the Contract after the 14-day cooling off period has expired, we need a minimum of 7 days’ notice prior to the agreed start date. You will remain liable to pay for any Services that have been carried out up to the date of cancellation and if the cancellation takes place after we have purchased any Materials, you will be required to pay for such Materials and any other expenses incurred by us as a result.
• We may cancel the contract at any time and if we do, we will confirm this in writing. If we cancel the contract before providing the Services, we will refund any payments you have made in advance.
• Either we or you may cancel the contract immediately if the other:
– has committed a material breach of this contract, unless the breach is capable of remedy, in which case this right to terminate will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
– goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
• Cancellation of the contract for any reason will not affect the rights and liabilities of the parties already accrued at that time and any clauses that are stated to continue in force after termination will not be affected.
• You may not, without our prior written consent, assign, transfer, charge, sub contract or deal in any other manner with all or any of your rights or obligations under this contract.
• We may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of our rights or obligations under this contract, without your prior consent. If we sub-contract any of our obligations, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
11.Guarantee
We warrant workmanship for a period of twelve (12) months. Any materials supplied will be covered by the manufacturer’s guarantee (where applicable).
• Except in respect of death or personal injury caused by our negligence, we will not, by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the contract. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
• We cannot be held responsible for any failure or delay in providing our Services or for any costs or losses sustained or incurred where our failure or delay was caused by incorrect information supplied by you, or your failure to comply with any of the obligations detailed in these Terms and Conditions.
• In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you under the contract.
• We will use our own exclusive judgement when deciding upon artistic factors required for the provision of the Services. To the extent permissible by law, we will not accept liability, and no refunds will be offered, in the unlikely event that you are dissatisfied due to a matter of personal taste.
• Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
• Nothing in these Terms and Conditions seeks to exclude or limit any of your rights as a Consumer. More information can be obtained from your local Citizens’ Advice Bureau or Trading Standards Office.
• If you wish to complain about any aspect of your dealings with us, please contact us in writing in the first instance so we can investigate.
• We own (and retain) all intellectual property rights subsisting in any and all designs we create.
• Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive license to use the intellectual property the subject of the contract, only for the purposes for which we are engaged by you. The license will become effective once the final design is provided. You may not sub-license these intellectual property rights without our prior written permission, nor allow another contractor to use such.
• We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
• Any license granted shall be automatically revoked if you breach any of these terms and conditions or if the contract is cancelled in accordance with clause 9.
• The license will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.
• You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.
• We reserve the right to use any design created by us and take photographs of the property for our own promotional purposes. Please advise us when accepting our Quotation if you do not agree to this.
We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, acts of terrorism or war, pandemic, epidemic, governmental action, natural disaster, or any other event that is beyond our control.
All personal information that we may collect will be collected, used and held in
accordance with the provisions of the Data Protection Act 2018 and any changes to it.
Other Important Terms
• Nothing in the contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
• The contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any part of these Terms and Conditions.
• Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our contract. This will not affect the validity and enforceability of the remaining parts of the contract.
• If the rights under these Terms and Conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.
• Notices will be deemed to have been duly received and properly served 24 hours after an email is sent, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
• These Terms and Conditions (and the contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of England and Wales.
• Any dispute, controversy, proceedings or claim between us and you relating to these Terms and Conditions (or the contract) (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of England and Wales.
