business terms

Agreed terms

1. Interpretation

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.
• Contract Price: The sum payable for the Services as specified within the Order Summary.
• Cancellation Fee: A charge of 50% of the Contract Price plus any expenses incurred by the Supplier in relation to Deliverables.
• Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in Order Summary.
• Conditions: these terms and conditions set out in this document.
• Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Order Summary and these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Customer: As specified within the Order Summary
• Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
• Deliverables: all materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer as required to provide the Services.
• Order Summary: The summary of Services, Customer details and pricing annexed to this document.
• Services: the services to be provided by the Supplier pursuant to the Contract, as described in the Order Summary.
• Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Order Summary
• Supplier: Leechcroft Carpentry Services Limited, company registration no. 08754428

1.2. Interpretation:

• (a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
• (b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• (c) A reference to writing or written includes fax and email.

2. Commencement and term

• The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms.

3. Supply of services

3.1. The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

3.2. In supplying the Services, the Supplier shall:

• (a) perform the Services with reasonable care and skill;
• (b) use reasonable endeavours to perform the Services in accordance with the service description set out in the Order Summary;
• (c) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
• (d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
• (e) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.

4. Customer’s obligations

4.1. The Customer shall:

• (a) co-operate with the Supplier in all matters relating to the Services;
• (b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier;
• (c) provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects.

4.2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

• (a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
• (b) be entitled to payment of the Charges despite any such prevention or delay; and
• (c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Charges and payment

5.1. In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause.

5.2. The Customer shall make any payment in advance as specified in the Order Summary. No works shall be commenced if said payment is not received prior to the Services Start Date, nor will the Supplier be liable for any losses from any resulting delay to the Services Start Date;

5.3. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.4. The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer weekly in arrear. Each invoice shall include all reasonable supporting information required by the Customer.

5.5. The Customer shall pay each invoice due and submitted to it by the Supplier, within [30] days of receipt, to a bank account nominated in writing by the Supplier.

5.6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under statute and the termination provisions of the Contract:

• (a) the Customer 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 day at 10% a year above the base rate from Barclays Bank Plc time to time.
• (b) the Supplier may suspend all Services until payment has been made in full.

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

6. Limitation of liability

6.1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim.

6.2. References to liability in this clause include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.3. Nothing in this clause shall limit the Customer’s payment obligations under the Contract.

6.4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

6.5. Subject to clause 6.3 (No limitation on customer’s payment obligations), and clause 6.4 (Liabilities which cannot legally be limited), this clause 6.5 sets out the types of loss that are wholly excluded:

• (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) loss of or damage to goodwill; and
• (g) indirect or consequential loss.

6.6. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.7. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

Termination

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

• (a) Prior to the earlier of the Services Start Date or actual commencement of the Services, the Customer wishes to cancel the provision of said Services, subject to payment of the Cancellation Fee;
• (b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• (c) 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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) 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; or
• (e) the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

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

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

7.3. On termination of the Contract for whatever reason:

• (a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
• (b) 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; and
• (c) termination or expiry of the Contract shall not affect any of the 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.

8. General

8.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8.2. Assignment and other dealings.

• (a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
• (b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

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

8.4. 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 into 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 based on any statement in the Contract.

8.5. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.6. Waiver.

• (a) 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 right or remedy.
• (b) 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.

8.7. 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 8.7 shall not affect the validity and enforceability of the rest of the Contract.

8.8. 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:
     (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 address specified in the Order Summary.
• (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 first-class post or next working day delivery service, on the second Business Day after posting; or
     (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause , business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (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.

8.9 Third party 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.

8.10. 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.

8.11 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.