We think it’s important that our obligations to our clients are made clear from the start, our Terms of Business are designed to protect both parties and to ensure that all contracts are carried out successfully, safely and fairly.
Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.
1. Definitions and interpretation
1.1 In these Terms of Business:
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 08:00 and 15:00 on a Business Day;
“Charges” means the charges payable by the Customer to the Supplier in respect of an Engagement, which will be made up from the following elements:
(a) If applicable, any non-refundable deposit of the amount specified in the Statement of Work;
(b) Any other charges specified in the Statement of Work;
(c) In the event of any additional work arising in variation of the original work quoted for; The Supplier’s Hourly Rate multiplied by the number of person-hours spent by the Supplier’s personnel performing the Services; and;
(d) the Materials Costs;
“Customer” means the customer for Services under an Engagement as specified in the Statement of Work issued after acceptance of any written Quotation;
“Effective Date” means, in relation to an Engagement, the date when the Supplier receives a copy of the Statement of Work relating to that Engagement signed by the Customer (such Statements of Work having been previously signed by the Supplier and sent to the Customer) providing the signed Statement of Work is received by the Supplier within the period of 30 days following the date of signature of the Works Order by the Supplier;
“Engagement” means a contract between the Supplier and the Customer for the supply of Services incorporating these Terms of Business and a Statement of Work, and any amendments to such a contract from time to time;
“Equipment” means the equipment used by the Supplier in the course of providing the Services;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, severe or adverse weather conditions, riots, terrorist attacks and wars);
“Hourly Rate” means the Supplier’s [£25.00GB] hourly labour rate as notified by the Supplier to the Customer and varied in accordance with Clause 8;
“Materials” means all paints, primers, coatings, wall coverings, treatments, adhesives, fabrics, sundries and materials supplied by the Supplier to the Customer in the course of the provision of the Services;
“Materials Costs” means the costs of the Materials calculated as the actual costs of the relevant Materials to the Supplier;
“Minimum Term” means the period specified as such in any relevant documentation;
“Premises” means the premises of the Customer where the Services will be provided by the Supplier, as specified in related documentation such as Quotations and Statements of Work;
“Services” means the painting and decorating services supplied or to be supplied by the Supplier to the Customer under an Engagement, details of which are set out in Quotations and Statements of Work;
“Statement of Work” means the statement of work document issued by the Supplier to the Customer detailing the scope of the Services and other matters relating to an Engagement including all costs, exclusions and inclusions, and signed by both parties;
“Supplier” means HarriDec Ltd, a company incorporated in England and Wales (registration number 073594942) having its registered office at 21 Pompadour Close, Warley, Brentwood, Essex, CM14 5LB
“Term” means the term of an Engagement.
1.2 In these Terms of Business, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) Any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of these Terms of Business.
1.4 In these Terms of Business, “persons” include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
1.5 The ejusdem generis rule is not intended to be used in the interpretation of these Terms of Business.
2. Engagements
An Engagement will come into force on its Effective Date and will continue in force until the Services agreed in the Statement of Work have been completed and all amounts due under the Quotation plus any costs incurred due to variations/extra works have been paid in full, upon which it will terminate automatically (unless previously terminated in accordance with Clause 13), unless and until terminated in accordance with Clause 13.
3. Services
3.1 The Supplier will supply the Services to the Customer in accordance with the terms of each Engagement. The Services will be provided during Business Hours by the Supplier during appointments commencing on the dates and at the times agreed between the parties on the dates and at the times specified in the Statement of Work. The Customer acknowledges that work for other customers may lead to the Supplier’s personnel arriving late for an appointment, and agrees that the Supplier will not be in breach of its obligations under the Agreement by virtue of the Supplier’s personnel being not more than 72 hours late for a booking.
3.2 The Supplier may estimate the amount of time it will take to provide the Services, but the Customer acknowledges that any such estimate may be inaccurate, and the Supplier shall not be bound by any such estimate.
3.3 [Subject to Clause 3.4,] where the Customer wishes to reschedule an agreed booking for the provision of the Services, the Customer must send a written request to the Supplier, which must be received by the Supplier at least 5 Business Days before the date of the booking.In these circumstances, the parties will use all reasonable endeavours to agree an alternative booking.
3.4 Where the booking does not take place because the Customer is in breach of the Customer’s obligations under the Agreement, or where the Customer requests the rescheduling of a booking otherwise than in accordance with Clause 3.3:
(a) the Supplier may in its sole discretion refuse to agree an alternative booking, in which case, the Customer will be liable for the anticipated Charges of the booking (including any Materials Costs in respect of Materials actually purchased by the Supplier for the booking), such amount to be calculated by the Supplier acting reasonably; and
(b) if the Supplier agrees to the rescheduling of the booking, such agreement will be conditional upon the Customer paying to the Supplier a rescheduling fee of £35.00GB.
3.5 The Supplier may suspend the provision of the Services if the Customer fails to pay by the due date any amount due to the Supplier in respect of an Engagement.
3.6 The Supplier may sub-contract the provision of the Services; providing that if the Supplier does sub-contract the provision of the Services, the Supplier will remain liable to the Customer for the performance of the sub-contracted obligations.
3.7 From time to time during the Term the Supplier may be unable to supply the Services by reason of personnel illness or personnel shortage, in which case:
(a) the Supplier will use reasonable endeavours to engage alternative personnel to supply the Services; and
(b) subject to the compliance of the Supplier with Clause 3.7(a), the Supplier will not be in breach of the terms of the Engagement by virtue of any failure to supply the Services arising out of such inability.
3.8 The Supplier will ensure that all personnel involved in the provision of the Services at the Premises have:
(a) been interviewed by the Supplier;
(b) supplied proof of identity and satisfactory references to the Supplier; and
(c) have been adequately trained in the use of the Equipment.
3.9 Upon the completion of the Services and each discrete stage of the Services, the Supplier shall be responsible for removing and properly disposing of any waste materials and debris produced in the course of the supply of those Services.
4. Materials
4.1 Each written quotation for the supply of Materials given by the Supplier to the Customer will be deemed to be an offer by the Supplier to supply Materials to the Customer subject to these Terms of Business.
4.2 A contractual obligation for the Supplier to supply the Materials to the Customer will come into force when the Customer gives or sends to the Supplier its written acceptance of a quotation issued by the Supplier, providing that the acceptance is received by the Supplier within 20 Business Days of the date of issue of the quotation.
4.3 Unless otherwise agreed:
(a) all Materials will be delivered by the Supplier to the Premises and installed by the Supplier through the Services;
(b) the Supplier will be responsible for arranging loading, carriage, transport and unloading of the Materials;
(c) the Supplier will be responsible for paying all costs relating to loading, carriage, transport and unloading of the Materials; and
(d) risk in the Materials will pass from the Supplier to the Customer upon the delivery of the Materials to the Premises.
4.4 Legal and equitable title to the Materials will pass from the Supplier to the Customer upon the later of:
(a) installation of the Materials; and
(b) receipt by the Supplier of all amounts due from the Customer to the Supplier in respect of the supply and installation of the Materials.
4.5 Until title to the Materials has passed to the Customer:
(a) the Customer will hold the Materials as fiduciary agent and bailee of the Supplier; and
(b) the Customer will:
(i) not remove the Materials from the Premises;
(ii) not deface, destroy, alter or obscure any identifying mark on the Materials;
(iii) ensure that no charge, lien or other encumbrance is created over the Materials; and
(iv) deliver up the Materials to the Supplier upon demand.
4.6 The Supplier shall be entitled without further notice to inspect or recover possession of any Materials to which it retains title; and the Customer grants to the Supplier and its employees and agents an irrevocable licence to enter at any time any premises where the Materials is or may be situated for the purpose of inspecting or removing any such Materials the title in which has remained with the Supplier.
4.7 The Supplier may bring an action for the price of Materials, notwithstanding that title to the Materials has not passed to Customer.
5. Supplier Equipment
5.1 The Supplier may with the agreement of the Customer store Equipment at the Premises.
5.2 The Customer must not use, move or otherwise interfere with Equipment stored at the Premises, save in accordance with the express instructions of the Supplier.
5.3 Save to the extent caused by the actions or omissions of the Supplier or its personnel, the Customer will be responsible for all damage to and loss of Equipment whilst the Equipment is at the Premises.
6. Premises
6.1 The Customer will:
(a) provide to the Supplier prompt access to the Premises as required for the provision of the Services, and ensure that the Supplier will be able to access all areas at the Premises reasonably necessary for the provision of the Services;
(b) ensure that no other tradesmen will be working at the Premises during the provision of the Services, except with the Supplier’s express consent;
(c) unless agreed otherwise with the Supplier, ensure that prior to the commencement of the provision of the Services the areas of the Premises where the Services will be provided will be suitably cleared of all furnishings, appliances, equipment, items and debris that will or may prevent or inhibit the provision of the Services or may be damaged by the carrying out of the Services (whether as a result of dust, fumes or otherwise);
(d) maintain the Premises in good order for the supply of the Services, and in accordance with all applicable laws;
(e) where the Customer is a business customer and not a consumer, be responsible for ensuring the health and safety of the Supplier’s personnel, agents and subcontractors whilst they are at the Premises;
(f) where the Customer is a business customer and not a consumer, inform the Supplier of all health and safety rules and regulations and any reasonable security requirements that apply at the Premises; and
(g) where the Customer is a business customer and not a consumer, maintain reasonable insurance cover for the Supplier’s personnel, agents and subcontractors whilst they are working at the Premises (including reasonable public liability insurance).
6.2 In the performance of the Services at the Premises, the Supplier shall comply with all reasonable health, safety and security policies and regulations advised to the Supplier by the Customer.
6.3 The Supplier will use reasonable measures to secure any keys (or other access mechanisms) provided by the Customer to the Supplier for the purpose of enabling the Supplier’s personnel to enter the Premises.
7. Customer obligations
7.1 The Customer must provide to the Supplier access to toilets, a water supply, a mains electricity supply and a waste water facility at the Premises.
7.2 The Customer will provide to, or procure for, the Supplier any:
(a) support and advice;
(b) information and documentation; and
(c) third party co-operation;
reasonably necessary to enable the Supplier to discharge its obligations under any Engagement.
7.3 The Customer shall be responsible for giving any and all prior notifications, and obtaining any and all legal and governmental consents and permits, required by law in relation to the Services.
7.4 The Customer will indemnify the Supplier and will keep the Supplier indemnified against any and all losses, costs, expenses, damages and liabilities (including legal expenses and amounts paid in settlement of legal claims or proceedings) arising directly or indirectly out of any breach by the Customer of Clause 5, 6 or 7.
8. Estimates, Charges and payment
8.1 The Customer will pay the Charges to the Supplier in accordance with the provisions of this Clause 8.
8.2 Before the commencement of any additional Services in variation of the original quotation, the Supplier may provide to the Customer a written estimate of the Charges. The Customer acknowledges that such an estimate may not reflect the actual Charges due in respect of the Engagement. The Supplier will promptly notify the Customer of any material increase in the likely amount of any Charges that have been previously estimated by the Supplier.
8.3 If applicable; any deposit specified must be paid in advance of the provision of the Services. The Supplier may issue an invoice for the other Charges to the Customer at any time after the relevant Services have been delivered to the Customer. The Customer will pay invoiced Charges to the Supplier within 14 days of the date of issue of an invoice issued in accordance with this Clause.
8.4 All amounts stated in any Quotations or in relation to an Engagement are inclusive of all value-added taxes (VAT) and will be clearly displayed on any relevant documentation, which will be added amounts and payable by the Customer to the Supplier.
8.5 Charges must be paid in cash, by direct debit, bank transfer or by cheque (using such payment details as are notified by the Supplier to the Customer on any invoice raised.
8.6 If the Customer does not pay any amount properly due to the Supplier in connection with any Engagement, the Supplier may:
(a) charge the Customer interest on the overdue amount at the rate of 18% per year above the base rate of Barclays Bank PLC from time to time which interest will accrue daily and be compounded quarterly; or
(b) if the customer is a company and not a consumer, claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 The Supplier may elect to vary the Hourly Rate by giving to the Customer not less than 5 days written notice of the variation.
8.8 The amount of time spent by the Supplier’s personnel during any additional Services appointment will be rounded up to the nearest hour for the purposes of calculating the Charges by reference to the Hourly Rate.
8.9 The Supplier will:
(a) ensure that the personnel providing the Services complete records of their time spent providing those Services;
(b) retain such records and evidence during the Term and for a period of 12 months following the end of the Term; and
(c) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so.
9. Warranties
9.1 The Customer warrants and represents to the Supplier that it has the legal right and authority to enter into and perform its obligations required by an Engagement.
9.2 The Supplier warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations required by an Engagement;
(b) the Services will be performed with reasonable care and skill;
(c) subject to the Customer’s compliance with Clause 7.3, the Services will be provided in accordance with all applicable laws and regulations in force at the date of the supply of the relevant Services, and Supplier and the Supplier’s personnel hold all necessary certifications and accreditation to enable them legally to perform the Services.
9.3 If the Customer believes that Services have not been provided in accordance with Clause 9.2(b), then the Customer must:
(a) notify the Supplier promptly; and
(b) allow and enable the Supplier to inspect the Premises and re-perform the relevant Services.
9.4 The Supplier warrants that:
(a) the Supplier has (or will have at the relevant time) the right to sell the Materials to the Customer;
(b) the Materials will be sold free from any charge or encumbrance, subject to Clause 4;
(c) the Customer shall enjoy quiet possession of the Materials, subject to the rights referred to in Clause 4;
(d) the Materials will correspond to any description of the Materials issued by the Supplier to the Customer;
(e) the Materials will always be of satisfactory quality;
(f) the Materials will be fit for the purpose of replacing any materials that they are used to replace;
(g) the Materials will comply with all laws, rules and regulations applicable to the Materials in the United Kingdom and all standards agreed between the parties; and
(h) the Materials will bear all mandatory marks and signs associated with the laws, rules, regulations and standards referred to in Clause 9.4(g).
9.5 All of the parties’ warranties and representations in respect of the subject matter of the Engagement are expressly set out in these Terms of Business and in the Statement of Work. To the maximum extent permitted by applicable law and subject to Clause 10.1, no other warranties or representations concerning the subject matter of the Engagement will be implied into the Engagement or any other contract.
10. Limitations and exclusions of liability
10.1 Nothing in the Engagement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law,
and, if you are a consumer, any statutory rights that you have, that cannot be excluded, will not be affected by the Engagement.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Engagement:
(a) are subject to Clause 10.1; and
(b) govern all liabilities arising under the Engagement or in relation to the subject matter of the Engagement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
10.3 The Supplier will not be liable to the Customer for any losses arising out of a Force Majeure Event.
10.4 The Supplier will not be liable to the Customer in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
10.5 Where the Customer is a business customer, the Supplier will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
10.6 Where the Customer is a business customer, the Supplier’s aggregate liability to the Customer will not exceed the greater of:
(a) £500.00GB; and
(b) the total amount paid or (if greater) payable by the Customer to the Supplier under the Engagement.
11. Distance contracts and consumer rights
11.1 This Clause 11 sets out the rights that consumers may have, in relation to an Engagement, under The Consumer Protection (Distance Selling) Regulations 2000.
11.2 This Clause 11 applies if and only if the Customer agrees to an Engagement:
(a) as a consumer; and
(b) using any means of distance communication (including telephone, email and the Internet).
11.3 Where this Clause 11 applies, the Customer may cancel an Engagement at any time within 7 working days, beginning on the day after the contract for that Engagement came into force, providing that the Supplier has not begun the provision of the Services with the agreement of the Customer during that period.
11.4 If the Customer cancels an Engagement in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Engagement (if any).
11.5 The Supplier will usually refund any money owed to the Customer using the same method used by the Customer to pay the Charges. The Supplier will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Supplier received the Customer’s valid notice of cancellation. The notice of cancellation should be sent to the Supplier at the address set out in all relevant documentation.
12. Force Majeure Event
Where a Force Majeure Event gives rise to a failure or delay in the Supplier performing its obligations required by any Engagement, those obligations will be suspended for the duration of the Force Majeure Event.
13. Termination
13.1 Either party may terminate an Engagement at any time by giving at least 5 Business Days’ written notice to the other party.
13.2 Either party may terminate an Engagement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Engagement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 14 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Engagement.
13.3 Either party may terminate an Engagement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party required by the Engagement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
13.4 The Supplier may terminate an Engagement immediately at any time by giving written notice to the Customer if the Customer fails to pay in full and on time any amount due to the Supplier whether due in respect of that Engagement or otherwise.
14. Effects of termination
14.1 Upon termination of an Engagement all the terms of the Engagement will cease to have effect, save that the following provisions of these Terms of Business will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.4 to 4.7, 7.4, 8.6, 8.8, 10, 14 and 17. In addition, Clause 5 will survive and continue to have effect for so long as Equipment remains in the possession or control of the Customer.
14.2 Termination of an Engagement will not affect either party’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.
14.3 Within 5 days of the termination of an Engagement, the Customer will make available for collection by / deliver to the Supplier all Equipment in the possession or control of the Customer at the date of termination.
15. Non-solicitation
The Customer will not without the Supplier’s prior written consent, either during the Term or within 18 months after the date of effective termination of the Engagement, engage, employ or otherwise solicit for employment any employee or contractor of the Supplier who has been involved in the Engagement or the performance of the Services.
16. Notices
16.1 Any notice given under these Terms of Business must be in writing (whether or not described as “written notice” in these Terms of Business) and must be delivered personally, sent by pre-paid first class post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given below (or as notified by one party to the other in accordance with this Clause).
The Supplier
HarriDec Ltd – Painting and Decorating – 073594942
21 Pompadour Close
Warley
Brentwood
Essex
CM14 5LB
lewisharrington@harridecltd.com
The Customer
The addressee, address, fax and email address given in the Statement of Work or any other relevant documentation.
16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by first class post 48 hours after posting; and
(c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
17. General
17.1 No breach of any term of an Engagement will be waived except with the express written consent of the party not in breach.
17.2 If a term of an Engagement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other terms of the Engagement will continue in effect. If any unlawful and/or unenforceable term would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the term will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant term will be deemed to be deleted).
17.3 No Engagement will constitute a partnership, agency relationship or contract of employment between the parties.
17.4 No term of an Engagement may be varied except by a written document signed by or on behalf of each of the parties.
17.5 The Supplier may freely assign its rights and obligations under any Engagement without the Customer’s consent – providing where the Customer is a consumer that such action does not serve to reduce the guarantees benefiting the Customer under an Engagement. Save as expressly provided in the terms of the Engagement, the Customer must not without the prior written consent of the Supplier assign, transfer, charge, license or otherwise dispose of or deal in any rights or obligations under an Engagement.
17.6 An Engagement is entered into for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement relating to an Engagement are not subject to the consent of any third party.
17.7 Subject to Clause 10.1:
(a) these Terms of Business and the relevant Statement of Work will constitute the entire agreement between the parties in relation to an Engagement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into an Engagement.
17.8 Each Engagement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with an Engagement.
17.9 The supplier reserves its right to use photographs of work in progress and completed projects on websites, publications and other media.