1. Interpretation
1.1. Except where the context requires otherwise words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage and vice versa.
1.2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
2. Relationship Between the Parties
2.1. The Client engages the Supplier to provide the services specified in these terms and conditions and attached schedules.
2.2. No term of this agreement or course of dealings between the parties shall operate to make the Supplier an employee or agent of the Client.
2.2. Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.
3. The Quotation
3.1. The Supplier shall provide to the Client a proposal for the services to be provided (“the Quotation” or "The Estimate") which shall set out:
a) The services which the Supplier will undertake for the Client.
b) The date or time period within which the service will be performed.
c) The costs which the Client shall be charged for the performance of the services including:
i. Any fees which the Supplier shall charge.
ii. Any disbursements or expenses which the Supplier will require the Client to meet (including but not limited to the costs of materials).
iii. Any VAT or tax element which will be payable by the Client.
The Quotation shall be attached to these terms and conditions as a schedule and where a contract is entered into between the Supplier and the Client, the Client will be deemed to have accepted the content of the Quotation in full.
4. The Services and the Time and Manner of their Delivery
4.1. The Supplier will provide such services to the Client as are set out in the Quotation.
4.2. The services will be provided to the Client within the timeframe specified in the Quotation.
4.3. Time frames and dates of delivery are provided for guidance only and the Supplier makes no guarantee that the services will be performed within the specified period. For the purposes of this agreement, time shall not be of the essence and the Supplier shall not be liable for any loss or damage suffered by the Client as a result of the delivery of services being delayed or postponed for any reason.
4.4. Any drawings, descriptions, plans, catalogues, promotional materials or concept designs are for the purposes of illustration only, and except where specified otherwise they are approximations and are not intended to be a full and exact representation of the services. The Client shall provide the Supplier with a detailed plan showing the position in which items are to be installed or alternatively shall have a representative on the site for that purpose. If the client shall fail to provide a plan or have a representative on the site the Supplier may install the equipment where it considers appropriate given the information available and it shall be deemed to have performed the Contract. Any wasted journeys due to absent representatives will be charged for. Deliveries left at unattended premises are left at the clients's risk.
5. Payments
5.1. The contract price is set out in the Quotation, which includes details of the charges which the Supplier will make for labour, materials and parts as well as any taxes or additional costs or expenses or disbursements which the Supplier may charge to the Client.
5.2. The intervals at which the Supplier may invoice the Client in respect of the whole or an installment of the contract price are set out in the Quotation.
5.3. Notwithstanding 5.1 and 5.2 above, the Supplier may vary the contract price from the amount set out in the Quotation where he has provided services which are different or in addition to those set out in the Quotation either at the specific request of the Client or because he has been required to complete additional work which was not anticipated at the time the Quotation was made, or because of market fluctuations in the price of materials.
5.4. The Client agrees:
a) Not to withhold any sums due to the Supplier.
b) To settle all invoices raised by the Supplier within days.
c) To pay to the Supplier interest at a rate of percentage points per annum above the Bank of England base rate on any payments which are not settled in accordance with section 5.3(b).
d) To pay to the Supplier such costs and expenses as he may incur in recovering payment from the Client where the Client fails to make payment in accordance with these terms and conditions. The Client will be charged a fixed sum for the cost of recovering a late payment. These charges shall be as follows:
Up to £999.99 £40
£1,000 to £9,999.99 £70
£10,000 or more £100
5.5. In the event of the client having an overdue or outstanding debt with the supplier or the supplier has placed the client on administrative hold, including debts that are disputed or from a previous invoice, the outstanding balance must be paid in full and be with the supplier in cleared funds no later than 24 hours prior to the commencement of services, provision of goods or placing of orders with the suppliers supplier.
6. Cancellation
In the event of the client cancelling the contract after a firm order has been placed, charges will be levied as follows:
Day of Commencement of fulfilment of Services - 100% of full fee
Upto 5 Days prior to Commencement of fulfilment of Services - 50% of full fee
In excess of Days to Commencement of fulfilment of Services - 0% of full fee
In accordance with the Cancellation of Contracts Made in a Consumer's Home or Place of Work etc Regulations (2008), and where the Client is a consumer within the meaning of section 12 of the Unfair Contract Terms act 1977, the Client may cancel this contract within 7 calendar days of signing this agreement (or within whatever extended period the Supplier may specify in the Quotation) and shall be entitled to a full refund of any monies paid to the Supplier, less an amount representing any reasonable administration costs which the Supplier has incurred and less an amount representing any costs of labour or materials supplied by The Supplier. Any cancellation outside this period will not entitle the Client to a refund of any monies paid.
7. Client’s Obligations
7.1. The Client shall be responsible for the correctness of all measurements for products or materials which he gives to the Supplier. Where these measurements are not correct and accordingly materials or products which are ordered or provided by the Supplier are the wrong size, the Client shall bear the expense of rectifying this.
7.2. The Client shall co-operate with the Supplier as may be necessary to facilitate this agreement, including but not limited to:
a) Permitting the Supplier access to the property or location in which the services are to be supplied (“the Site”) and assuring that such access is appropriate and adequate.
b) Providing for the Supplier such facilities as may be necessary in order to allow him to complete the services.
c) Following the Supplier’s reasonable instructions relating to safety and the state of work which has recently been completed by the Supplier or is in the process of being completed or to the state of the Site in general, including directions and restrictions on appropriate usage, care and maintenance.
7.3. Unless the Quotation specifies otherwise, the Client will be responsible for any cleaning and redecorating which is necessary to the Site after the Supplier has completed the agreed services (with the exception of the removal of waste materials, which shall be the responsibility of the Supplier as set out in 7.4, below).
7.4. Where the Supplier stores or keeps any materials or equipment on Site, the Client shall be responsible for the security and safety of such and shall account to the Supplier for any loss or damage.
7.5. The Client shall be responsible for any permissions, licences or consents which are necessary in order for the services to be provided. The Client warrants that he has applied for and obtained all such necessary permissions, licence or consents prior to contracting the Supplier.
7.6. The Client shall clear the site of all furniture and property prior to the Supplier commencing work. This includes any old units such as bars, kitchen units, shelving units, seating, hung or static artwork, glass and tableware and any fixtures or fittings, except where the Quotation specifically provides that the Supplier will remove these. The supplier will not be liable for any damage to any remaining items.
8. Supplier’s Obligations
8.1. The Supplier shall perform all duties, services and obligations under this contract with reasonable care and skill and to a reasonable standard. He shall comply with all relevant codes of practice and statutory or regulatory requirements.
8.2. Whilst the Supplier shall take all reasonable steps to match his work to existing colours, finishes or other aesthetics (as the Client may direct) he cannot guarantee any such match.
8.3. The Supplier shall take all reasonable care with the Client’s property, including taking reasonable steps to protect the Client’s furnishings and wall and floor coverings during the provision of the services but cannot take responsibility for any damage which is caused. The Client shall be responsiable for providing protective sheeting as neccesary.
8.4. The Client shall be responsible for managing and arranging the safe and lawful disposal of any waste materials which are generated or removed from the Client’s property as a result of the provision of the services.
8.5. The Supplier shall at all times hold a valid employer and public liability insurance policy and shall hold and keep up to date any and all licences or permits as may be required in order to provide the services.
9. Property Rights and Assumption of Risk
9.1. Any property rights, title or ownership in any property or materials which are used by the Supplier in providing or delivering the service shall remain with the Supplier until the Client has made payment in full in accordance with these Terms and Conditions.
9.2. Risk in and responsibility for any products or materials which are used in the supply, performance or delivery of the services shall pass from the Supplier to the consumer
a) Where the Supplier is responsible for delivering the products or materials to the Client, upon delivery; or
b) Where the Supplier is not responsible for delivery, at the moment the products or materials leave the Supplier’s premises.
10. The Guarantee
10.1. The Supplier provides to the Client, in addition to any statutory rights which the Client may have, a guarantee that the services provided under this contract shall be free from defective or flawed materials or workmanship for a period of 30 days from the completion of the services, notwithstanding that this guarantee shall not apply to:
a) Defects or flaws which are as a result of any misuse, failure to adequately and properly maintain, neglect or failure to follow instructions or recommendations on the part of the Client.
b) Any defect or flaw which is caused by mechanical or chemical damage (which is not in itself a result of some defect in the workmanship or materials) and which arises after risk in the property has passed to the Client.
10.2. The Supplier shall, at his sole discretion, determine the manner in which he will satisfy this guarantee, whether by repairing re-performing or replacing the services or by refunding to the Client all or part of the monies which have been paid.
10.3. Where the Client considers that the services are defective upon delivery or performance then he shall notify the Supplier of this within 7 days, failing which he shall not be entitled to claim the benefit of this guarantee.
10.4. This guarantee shall not become effective until the Client has paid the Supplier in full, failing which the Client shall not be entitled to claim the benefit of this guarantee.
11. Termination
11.1. This agreement shall continue until the services (or any mutually agreed addition, extension or variation thereof) have been provided, or until terminated in accordance with the below.
11.2. Without prejudice to the above this agreement may be terminated immediately where any of the following circumstances arise:
a) Either party commits a serious breach or persistent breaches of this agreement including but not limited to the non-performance, neglect or default of any of his duties as outlined herein (including a failure on the part of the Client to make payment within agreed timescales) and after notice of this breach has been given to the defaulting party it remains unremedied and unrectified days after such notice.
b) Either party commits a breach of this agreement which cannot be remedied.
c) Either party becomes insolvent or enters into a CVA or IVA or ceases to carry on the whole or substantially the whole of its business.
d) The client is in breach of clause 5.5.
11.3. Upon termination of this agreement the Client shall pay to the Supplier such sums as may represent work done and expenses incurred up to and including the date of the termination.
11.4. Any right to terminate this agreement shall be without prejudice to any accrued rights or liabilities arising out of this agreement which are in existence at the date of termination.
12. Disclaimers and Exclusions
12.1. The Supplier shall not be responsible in any circumstances to the Client or any third party for any loss of profit or indirect or consequential economic damage or loss, howsoever caused, whether as a result of negligence, misrepresentation, breach of contract or otherwise.
12.2. Nothing in the forgoing shall be read as restricting or limiting in any way the Supplier’s liability for death or personal injury.
12.3 (i) The Supplier's quotation is made on the assumption that the site on which the equipment is to be erected or to which goods are to be delivered is;
a) Flat level firm ground with easy access for heavy motor transport and
b) Has no drain pipes, cables or other services buried beneath the surface or otherwise concealed
If the site does not comply with these requirements The Supplier may in its discretion either rescind the Contract by giving verbal or written notice to The Client or make additional charges. The Supplier shall not be liable for any loss damage or expense resulting from such rescission of the Contract.
12.3. (ii) Liability for damage to site and services
Whether the site complies with the foregoing requirements or not the supplier shall not be under any liability whatsoever to make good any damage to the site nor shall the company be under any liability whatsoever in respect of damage to fixtures fittings drains pipes or cables or other services buried under or around the site or otherwise concealed or any consequential loss resulting from such damage unless an accurate plan showing the precise position of such fixtures fittings drains pipes or cables or other services shall have been supplied to the supplier.
13. Indemnity
The Client shall indemnify the Supplier against any loss or damage which results from the Client’s breach of this agreement or failure to abide by any of its terms.
14. Force Majeure
Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, pandemics, breakdown in plant or machinery or shortage of raw materials or supplies.
15. Goods and Services on Hire from the Supplier
15.1. Period of hire
The period of hire is understood to mean the period for which the hired in goods are to be ready and available for use.
15.2 (i) Conditions of site
The Suppliers quotation for hire charges is made on the assumption that the site on which the equipment is to be erected or to which goods are to be delivered is;
a) Flat level firm ground with easy access for heavy motor transport and
b) Has no drain pipes, cables or other services buried beneath the surface or otherwise concealed
If the site does not comply with these requirements the supplier may in its discretion either rescind the Contract by giving verbal or written notice to the client or make additional hire charges. The Supplier shall not be liable for any loss damage or expense resulting from such rescission of the Contract.
15.2. (ii) Liability for damage to site and services
Whether the site complies with the foregoing requirements or not the supplier shall not be under any liability whatsoever to make good any damage to the site nor shall the supplier be under any liability whatsoever in respect of damage to fixtures fittings drains pipes or cables or other services buried under or around the site or otherwise concealed or any consequential loss resulting from such damage unless an accurate plan showing the precise position of such fixtures fittings drains pipes or cables or other services shall have been supplied to the supplier.
15.2. (iii) Positioning of PA & lighting equipment
The Client shall provide the supplier with a plan showing the position in which the pa & lighting equipment shall be erected or alternatively shall have a representative on the site for that purpose. If the client shall fail to provide a plan or have a representative on the site the company may erect the equipment where it considers appropriate given the information available and it shall be deemed to have performed the Contract. Any wasted journeys due to absent representatives will be charged for. Deliveries left at unattended premises are left at the client's risk.
15.3. Variation of hire charges
The supplier reserves the right to vary the quoted hire charges in the event of any increase taking place before or during the period of hire in the cost of labour, materials or transport.
15.4. Payment
The company reserves the right to charge a non refundable deposit of £100 minimum per contract to confirm the booking; the balance will be payable 21 days prior to the event.
15.5. Loss or damage
The client is wholly responsible for all equipment on hire from the time of delivery until collection. He will be responsible for the safe custody of the supplier's property on the site and will make good to the supplier all loss, damage to or theft of the supplier's property or equipment hired or used on the site (other than fair wear and tear) including breakages, damage and loss due to theft or burglary, unless it be proved that such loss or damage be caused by faulty material or workmanship or negligence on the part of the supplier. No guarantee can be given that equipment will be removed the following day. We cannot accept any items in place of those supplied. Goods at all times remain the property of the supplier.
15.6. Insurance
The Client shall provide adequate hired in goods insurances to cover the equipment against accidental loss, damage or theft for which the client is responsible under clause 15.5.
15.7. Liability to third parties
The Supplier will not be responsible for, and the client will indemnify the supplier against all claims for injury to persons or loss of or damage to property howsoever caused unless it is proved that such injury or damage be caused by faulty material or workmanship or negligence on the part of the supplier.
15.8. Attendance
The hire charges do not include attendance by the supplier's staff except during the actual processes of erection and dismantling unless previously arranged in writing.(additional charges apply for attendance).
15.9. Permits
The hirer is responsible for giving notice to or obtaining all necessary permits from any authorities who are or may be concerned and must make application where to the planning authority, district surveyor, police, fire service, and any similar authority or organisation. Any cost as incurred in delays or modifications in the work arising from the absence of or misrepresentation of all such necessary permissions and permits shall be payable to the company by the hirer and shall be deemed to be part of the hire charge for the purpose of clause 7.4 above.
16. Warranty of Contractual Capacity
Both parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
17. Whole Agreement, Governing Law, Severability and Miscellaneous Provisions
17.1. This document constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both parties.
17.2. This agreement shall be governed by the Law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
17.3. All clauses, sub clauses and parts thereof shall be severable and shall be read and construed independently. Should any part of this agreement be found invalid this will not affect the validity or enforceability of any other provision or of this agreement as a whole.
17.4. All terms, conditions and covenants contained in this agreement shall bind the parties and their heirs, legal representatives, successors to title and permitted assignees.
17.5. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (Rights of Third Parties) Act.
17.6. The failure by either party to enforce any provision of this agreement shall not be deemed a waiver or limitation of that part’s right to subsequently compel and require strict compliance with every provision of this agreement.