1. Application and Entire Agreement
1.2 – You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
1.3 – You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 – The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.3 – Words imparting the singular number shall include the plural and vice-versa
3.1 – We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 – We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3.3 – All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
4. Your Obligations
4.1 – You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
4.2 – We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
5. Fees and Deposit
5.1 – The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
5.2 – In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
5.3 – You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 8 also apply to these additional services.
5.4 – The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5.5 – You must pay a deposit (“Deposit”) as detailed in the quotation within 1 day of acceptance.
5.6 – If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
5.7 – The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
6. Cancellation and Amendment
6.1 – We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 1 day from the date of the quotation, (unless the quotation has been withdrawn).
6.2 – Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
6.3 – If you want to amend any details of the Services you must tell us in writing within 48 hours of the service commencement. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
6.4 – If 48 hours notice is not given by you prior to the service commencement then a fee of £75 + vat or 10% of the invoice due will be charged accordingly.
6.4 – If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
7. Circumstances Beyond a Parties Control
7.1 – Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions, in line with clause 3.6
8.1 – All notices under these Terms and Conditions must be in writing, on behalf of, the party giving notice (or a duly authorised officer of that party).
8.2 – Notices shall be deemed to have been duly given:
8.2.1 – when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
8.2.2 – when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
8.2.3 – on the fifth business day following mailing, if mailed by national ordinary mail; or
8.2.4 – on the tenth business day following mailing, if mailed by airmail.
8.3 – All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
9.1 – If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
10. Law and Jurisdiction
10.1 – This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.