Terms & Conditions
DURATION AND RENEWAL OF THIS AGREEMENT
- This agreement commences on the Start Date, and continues in effect until the End Date set out in the Key Details (Term), unless earlier terminated in accordance with clause 10, or extended in accordance with clause 1(b).
- The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
- If any Services are supplied after the expiry of the Term without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for those Services.
- The duration of any Statement of Work is indicated by the dates set out in the Statement of Work.
ORDERING AND PERFORMANCE OF SERVICES
ORIGINAL STATEMENT OF WORK
SFS will perform the Services in accordance with the Statement of Work as completed at the Start Date.
ADDITIONAL STATEMENTS OF WORK
- The parties may agree to additional Statements of Work under these terms and conditions during the Term.
- These terms and conditions will apply to all additional Statements of Work between the parties.
- If you request an additional Statement of Work, SFS will provide a quote in accordance with the Statement of Work template in Error! Reference source not found..
- You will be taken to have accepted an additional Statement of Work if you inform or otherwise indicate to SFS that you wish for SFS to proceed with the performing the additional Statement of Work.
- An additional Statement of Work will not limit or otherwise affect any other current Statements of Work between the parties.
SCOPE OF SERVICES
- In consideration for the payment of the Fees, SFS will provide you with services set out in a Statement of Work (Services).
- Unless otherwise agreed in a Statement of Work, the Exclusions as set out in Schedule 2 will not be included in the Services.
Unless otherwise agreed, SFS may, in its discretion:
- not commence work on any Services until you have paid any deposit payable in respect of such Services; and
- withhold delivery of Services until you have paid the invoice in respect of such Services.
- Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by SFS.
CHANGES TO STATEMENTS OF WORKYou must pay additional charges for changes to Services requested by you which are outside the scope set out in the relevant Statement of Work (Changes).
Unless otherwise agreed:
- a separate SOW or quotation is required, and Changes will be charged on a time and materials basis;
- in addition to the associated fees, an administration charge of £100.00 may apply for any requested Changes;
- if the Changes are related to Services that are currently in progress and such Services must be suspended, you must also pay standing charges, calculated at £165.00 plus VAT per hour for a 2 man crew with a maximum of 7 working hours per day; and
- SFS may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
- The Key Dates set out in a Statement of Work in relation to the Services are indicative only and included as a guide for when the Services are expected to be performed.
- SFS may, due to various reasons beyond its control, need to make reasonable adjustments to the Key Dates.
- You accept the risk of defects or deficiencies in the relevant premises. SFS is not required to investigate the suitability, quality or fitness for purpose of existing or proposed building materials, drainage or drainage infrastructure at the relevant premises or site.
- In the event that any part of the existing structure, such as plumbing, electrical systems, or other elements, are damaged during the provision of the Services due to the inability to precisely locate the elements without causing destruction, such as breaking walls or plaster, SFS will not be liable for any damage, and you shall be responsible for covering all additional costs associated with repairing the damage.
DISCLAIMERYou acknowledge and agree that:
- where we advise you of a risk and you accept that risk by allowing us to proceed with the relevant Services, we will not be responsible for any adverse effects caused by that risk (however we may provide a quote to perform rectification services if requested by you);
- we rely on information provided to us regarding work already performed by a third party, and we are not responsible for any issues arising from the work of any third party, including where our Services are adversely impacted by the work of any third party;
- unless otherwise agreed in writing or set out in a SOW, you are responsible for obtaining all necessary permits, planning approvals, safety compliance checks and other elements needed in relation to the Project; and
- any information provided to you as part of or in connection with the Services is general in nature..
(Your consumer rights) The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The Services that we provide must be carried out with reasonable care and skill. In addition:
- where the price has not been agreed upfront, the cost of the Services must be reasonable; and
- where no time period has been agreed upfront for the provision of the Services, we must carry out the Services within a reasonable time.
- (Faulty services) Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’), are set out at the top of this contract. They are a summary of some of your key rights. Nothing in this contract affects your legal rights under the Consumer Rights Act 2015. You may also have other rights at law. If the Services we have provided to you are faulty, you must contact us using the contact details at the top of this contract.
- (Your consumer rights) The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The Services that we provide must be carried out with reasonable care and skill. In addition:
- (Provide information) You must provide us with all documentation, information and assistance reasonably required by us to perform the Services.
- (Access to premises) You agree to provide us with access to your premises, to the extent required to perform the Services, as reasonably required by us to perform the Services.
- (Purchase of materials) We will source and provide all the agreed materials as set out in the relevant SOW or quotation. However, you agree that you will be required to provide other materials not included, which we will indicate to you within the relevant SOW or quotation (Client Materials). Where you are purchasing Client Materials directly, you agree that SFS shall not be involved in any contractual agreements or obligations related to the provision of Client Materials. You assume full responsibility for sourcing, selecting, and procuring the Client Materials required for the Services, including any associated costs or liabilities.
- (Faulty Client Materials & delay) In the event that any Client Materials are faulty (including but not limited to damage during transport or have missing parts) and cannot be fitted on the agreed day, you acknowledge and agree that a re-arrangement fee of £100.00 plus VAT may apply, as well as any other associated costs (including but not limited to equipment hire, skip hire, toilet hire).
- (Fees) You must pay to SFS fees, including any deposit, in the amounts and at the times set out in the Statement of Work or as otherwise agreed.
- (Due Dates/Instalments) If Fees are due in instalments or by due dates, then you must pay these Fees at any dates advised by SFS, otherwise SFS may in its discretion, not continue to work on any further Services until you have paid the applicable Fees.
(Time for payment) Unless otherwise agreed:
- if SFS issues an invoice to you, payment must be made by the time(s) specified on such invoice; and
- in all other circumstances, you must pay for all goods and services within 2 weeks of receiving an invoice for amounts payable.
(Late payment) If you do not pay an amount due under this agreement on or before its due date:
- we may suspend provision of the Services;
- we may seek to recover the amount due by referring the matter to a collection agency; and
- without limiting any of our other rights under these terms, you must pay us statutory interest of 8% per annum on each amount outstanding, from the due date for payment to the date on which payment is received by us, plus any other amount we are entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
- (Expenses) Unless otherwise agreed in writing, any third party costs incurred by SFS in the course of performing the Services may be billed to you.
- (VAT) Unless otherwise indicated, amounts stated in a Statement of Work include VAT. In relation to any VAT payable for a taxable supply by SFS, you must pay the VAT subject to SFS providing a tax invoice.
ACCREDITATIONSUnless otherwise agreed in writing, we retain the right to describe the Services and reproduce, publish and display the Services in our portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services in connection with such uses.
- Nothing in this agreement is intended to assign any Intellectual Property Rights in either party’s Existing Material to the other party.
- You grant to SFS a limited licence to use your Existing Material during the Term for the purpose of performing the Services.
- To the extent that any New Material is created in the course of performing the Services, ownership of all Intellectual Property Rights in the New Material will immediately vest in SFS upon creation.
- SFS grants to you an irrevocable, perpetual, world- wide, royalty-free licence to use, modify and adapt the New Material, and any SFS Existing Material incorporated in the New Material, to the extent necessary to enjoy the benefit of the Services.
In this agreement, the following terms have the following meanings:
- “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.
- “Existing Material” means Material, other than New Material;
- “New Material” means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement;
- “Material” means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
LIMITATION OF LIABILITY
- (Liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of SFS to you in respect of loss or damage sustained by you under or in connection with this agreement is limited to the total Fees paid to SFS by you in the 3 months preceding the first event giving rise to the relevant liability.
- (Indemnity) You agree at all times to indemnify and hold harmless SFS and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or your officers’, employees’ or agents’ breach of any term of this agreement, use of the Services or negligent, misleading, fraudulent or criminal act or omission.
- (Consequential loss) To the maximum extent permitted by law, SFS will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by SFS, except to the extent this liability cannot be excluded under applicable law.
- (Warranties) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
- (Reliance) In preparing the Services, SFS will rely on information provided by you or third parties. SFS will have no responsibility for any loss or damage suffered if such information relied on is incorrect, inaccurate or misleading.
- (External Providers) SFS may recommend as part of the Services that you engage certain third party providers. SFS has not vetted such external providers and will not be liable for any loss or damage you suffer by using such external providers.
- Nothing in these terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
- SFS may terminate this agreement for convenience at any time by providing 1 week’s written notice to you.
- You may terminate this agreement at any time prior to the Services Start Date (however, the fees as set out in clause 10.2(b) will apply).
- After the Services Start Date, you may terminate this agreement for convenience by providing 30 days’ written notice to SFS.
- Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement and either fails to remedy such breach within 14 days of receiving the notice, or that breach is not capable of remedy.
EFFECT OF TERMINATION
- If this agreement is terminated by SFS under clause 10.1(a), SFS will provide you with a refund of any amounts paid by you that relate to Services not performed by SFS as at the date of termination.
- If this agreement is terminated by you in accordance with clause 10.1(b), and the termination date is within 4 weeks of the Services Start Date, you must pay up to 25% of the quoted Fees plus VAT (to be determined at SFS’ sole discretion).
If this agreement is terminated by you under clause 10.1(c) or either party under clause 10.1(d):
- SFS will retain any Fees already paid by you;
- SFS will issue a pro-rata refund where Services have been paid for and only partially performed, calculated in SFS’ reasonable discretion; and
- you must pay for any Services fully or partially (on a pro-rata basis) performed by SFS as at the date of termination and not already paid for by you, calculated in SFS’ reasonable discretion.
- Upon termination of this agreement no rights, liabilities or remedies of any party will be invalidated by the termination.
IF THE PARTIES HAVE A DISPUTE
- A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
- A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.
- If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, the parties will attempt to mediate the dispute in good faith. The parties agree that they will follow the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, unless they agree otherwise in writing;
- If the dispute is not resolved by mediation within a period of 60 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
- (Governing Law) This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
- (Subcontracting) We may subcontract our obligations under these terms without obtaining your prior approval.
- (Insurance) SFS holds and maintains Public Liability Insurance.
- (Notice) Any notice given under these terms must be in writing and addressed to us at the details set out in the Key Details or otherwise provided to you when you engage us. A notice may be sent by standard post or email and will be regarded as given and received after 48 hours in the case of post, or 24 hours after the email was sent.
- (Confidentiality) The parties shall each keep any information received from the other confidential, save to the extent necessary to share for the performance of this agreement or required by law to divulge.
- (Assignment) A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior consent of each other party.
- (Amendments) This agreement may only be amended in accordance with a written agreement between the parties.
- (Third Party Rights) This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- (Force Majeure) Neither party will be liable for any failure to perform its obligations in terms of this agreement in circumstances beyond their reasonable control. If such circumstances arise, the affected party must promptly provide notice to the other party and resume performance once the circumstances preventing performance subside.
- (Entire Agreement) These terms, and any accepted Statement of Work under these terms, embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement. To the extent of any inconsistency between these terms and the terms of an accepted Statement of Work, these terms prevail.
- (Waiver) No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
- (Severance) Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
- (Joint and several liability) An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
- (Counterparts) This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
- (Unfair contract terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.