CONSUMER TERMS AND CONDITIONS
Jigsaw Interior Architecture and Design
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply goods and services to consumers. For the purposes of these terms, you are a ‘consumer’ if you are purchasing as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. If you are a business customer (so you are a company, LLP or you are purchasing for the purposes of your trade, business, craft or profession) please see our Business Terms and Conditions which we will happily provide you with a copy of.
1.2 Why you should read these terms. Please read these terms carefully before you accept our quotation or otherwise instructed us to proceed on your behalf. These terms together with our quotation set out important information such who we are, the goods and/or services we supply and your and our rights and obligations. If you have any questions about these terms or our quotation please do let us know and we will be happy to discuss these with you.
2. ABOUT US
2.1 Who we are. We are Jigsaw Interior Design Limited, a company registered in England and Wales under company number: 08325539 (referred to in these terms as ‘we’, ‘us’ or ‘our’). Our registered office is at: 24 Cecil Avenue, Bournemouth, Dorset, BH8 9EJ. Our VAT number is: 860352047. We trade as Jigsaw Interior Architecture.
2.2.1 sending an email to [email protected];
2.2.2 calling us on
(a) Poole Office: +44 (0)1202 767 488;
(b) London Office: +44 (0)203 817 5360;
2.2.3 writing to us at 2 Wolterton Road, Branksome Trading Estate, Poole, Dorset BH12 1LR.
3. OUR CONTRACT WITH YOU
3.1 Quotations. Any quotation we give does not amount to an offer and will only be valid for the period stated within it.
3.2 How the contract between us is formed. The contract between us will be formed when you (the customer purchasing the goods or services from us referred to in these terms as ‘you’ or ‘your’) and us have each signed the quotation or you have otherwise instructed us to commence the Services and/or the supply of the Goods and we have confirmed in writing that we accept that instruction. If when you return the signed quotation (or otherwise tell us you wish to proceed on the basis of the quotation) we are unable to accept your instruction for instance because of unexpected limits on our resources or because we have identified an error in the price or description of the goods and/or service we will let you know as soon as possible and if you have paid us anything in advance we will refund this to you in full.
3.3 If you want to make a change. If you would like to make any change after the contract between us has been formed, please contact us as soon as possible and we will let you know if it is possible to make the change. If it is possible to make the change you request, this may be subject to you agreeing consequential changes to other terms of the contract such as the price and timescale.
3.4 If we need to make a change. Occasionally we may need to make changes to the contract between us, for instance if we discover a pre-existing issue or fault with your property we may need to make changes to the contract to address this and ensure we can proceed safely. Where we think changes are required, we will contact you as soon as possible and seek to agree these with you. If we are unable to agree changes with you and we feel it is not reasonable for us to proceed without the change (for instance if we do not think it would be safe) will may end the contract between us and you, you will only have to pay for goods and/or services supplied and we will refund you if you have paid in advance for anything which has not been supplied.
4. GOODS AND SERVICES WE APPLY
4.1 Information you provide. Please make sure any information you provide to us in relation to the contract between us and you is accurate, for instance if we are supplying any bespoke goods for you based on measurements you provide to us it is important that you ensure that the information is correct.
4.2 Goods may vary from images. Any pictures and images of goods we provide such as in our brochures and on our website, including of packaging, are for illustration purposes only. Your goods and their packaging may vary slightly from those pictures or images.
4.3 Use of goods and services. Any goods and/or services we provide to you are for your domestic and personal use only. You must not use our goods and/or services for commercial or business purposes.
5. PROVIDING SERVICES
5.1 Supply of the services. The services (as described in the quotation or otherwise agreed with you) will be provided at or (where such services can be provided off-site) in respect of the property identified in the quotation.
5.2 Performance dates. We will do all that we reasonably can to provide the services at the time(s) and date(s) or within the period agreed with you but please note delivery or completion dates are estimates. If there might be a delay before we can start or complete the services, we will let you know as soon as reasonably possible. However, we are not liable to you for any losses you incur;
5.2.1 as a result of any delay caused by circumstances beyond our reasonable control (for example, severe weather, accidents or unpredictable traffic delays); or
5.2.2 where the services are delayed or cannot be performed because you fail to make the property available to us, fail to prepare the property as required for us to provide the services, or fail to provide us with adequate instructions or information to allow us to perform the services.
6. DELIVERY OF GOODS
6.1 Delivery. We will deliver any goods we are to supply to the property identified in the quotation.
6.2 Please check the goods. Please examine the goods as soon as reasonably possible after delivery and notify us of any fault or damage as soon as reasonably possible.
6.3 When you become responsible for the goods. Once your order has been delivered to the property the risk in the goods passes to you and the goods are classed as having been ‘delivered’. This means that you are responsible for the goods and we are not liable to you if the goods are stolen or damaged after they have been delivered to you (unless we damage them in the cause of performing any related services). This does not affect your legal rights if the goods are faulty or misdescribed.
6.4 When you own the goods. Ownership of the goods passes to you once you have paid for them in full.
6.5 Delivery Dates:
6.5.1 Any delivery dates we provide in our quotation or otherwise are estimates, unless we have agreed a specific delivery date with you.
6.5.2 We will do all that we reasonably can to deliver the goods within the delivery period or on the delivery date agreed with you. If your delivery is delayed, we will let you know as soon as reasonably possible. However, we are not liable to you for any losses you incur;
(a) as a result of any delay caused by circumstances beyond our reasonable control (for example, severe weather, accidents or unpredictable traffic delays); or
(b) where the delay is because you fail to accept delivery (unless you have a right to do so for instance where you are entitled to reject the goods because there is a problem with them or the failure is caused by circumstances beyond your reasonable control) or fail to provide us with adequate instructions, decisions or information to allow us to deliver the goods.
7.1 Co-operation. You must co-operate with us including giving us such information, assistance, decisions and access as may be reasonably required by us and in sufficient time to enable the performance of the contract in accordance with any agreed dates/programme.
7.2 Consents. You must obtain and maintain all necessary licences, permissions and consents that may be required for the Services including but not limited to any statutory and other approvals and consents and any approvals of any landlords or owners of any superior interest in the Property.
7.3 Our Materials. You must keep all materials, equipment, documents and other property of ours at the property in safe custody until they are returned to us and not dispose of or use them other than in accordance with our instructions or authorisations.
7.4 Consequences of a failure on your part. If you do not allow us access to provide services or deliver the goods (and you do not have a good reason for this) and/or you do not provide us with any required information, assistance or decisions within a reasonable time of us asking for it we may charge you additional costs incurred by us as a result or end the contract (clause 10 will apply).
8.1 Our Fees. Our fees for the supply of the goods and/or services (which includes VAT) will be the price indicated in quotation. Please note, as detailed in our quotation:
8.1.1 unless we have specifically agreed otherwise with you the fee stated in our quotation does not include site visits during construction, design of any specialist design elements (including, but not limited to structural, thermal, acoustic, mechanical and electrical), approvals and/or negotiations with statutory undertakers, Buildings Regulations or planning fees, amending designs, resubmitted applications, appeals against any refusal notices and legal or other issues or disputes;
8.1.2 if you request amendments or additions to the design brief after commencement of design work this will attract a charge as detailed in the quotation or on the basis of our applicable hourly rates detailed below in addition to the fee stated in our quotation. We will advise of this prior to undertaking the additional work requested by you.
8.2 Hourly rates:
Office Administrator – £45 per hour
Junior Designer / Draftsman – £50 per hour
Mid-Weight Designer – £75 per hour
Senior Designer – £100 per hour
Project Management duties – £85 per hour
Associate Directors and Directors – £125 per hour
All above fees are exclusive of VAT.
8.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between the date of our quotation and the date we supply the goods and/ or services, we will adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
8.4 Payment methods: We accept payments by:
8.4.1 bank transfer, our bank details are [insert] but given the risks around cyber security we strongly recommend you call us to check these details before making a payment;
8.4.2 cheque, please make cheques payable to Jigsaw Interior Design Limited and note that payment will not be made until we receive cleared funds, we recommend allowing at least 5 days for cheques to clear.
8.5 When you must pay. When you must pay will be explain in our quotation.
8.6 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
8.7 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of % a year above the base rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
8.8 We may also suspend our supply if you do not pay. If you do not pay us for the goods and/or services when you are supposed to and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the goods and/or services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the goods and/or services. We will not suspend the supply of the goods and/or services where you dispute the unpaid invoice.
9.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
9.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11;
9.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 2;
9.1.3 If you have just changed your mind, see clause 3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
9.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 7
9.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at clauses 2.1 to 9.2.3 below, the contract will end immediately and we will refund you in full for any good and/or services which have not been provided and you may also be entitled to compensation. The reasons are:
9.2.1 we have told you about an upcoming change to the contract which you do not agree to;
9.2.2 there is a risk that supply of the goods and/or services may be significantly delayed because of events outside our control;
9.2.3 you have a legal right to end the contract because of something we have done wrong.
9.3 Cancellation rights under the Consumer Contracts Regulations 2013. For most contracts for goods and/or services brought by way of an off premises contract (for instance where it is agreed at your property) or at a distance (for instance where the contract is agreed in circumstances where all communications have been by phone or email) you have a legal right to change your mind within 14 days and receive a refund.
9.4 When you do not have a right to change your mind. You do not have a right to change your mind in respect of:
9.4.1 services once these have been completed, even if the cancellation period is still running;
9.4.2 any goods which become mixed inseparably with other items after delivery;
9.4.3 any goods which are customised, bespoke or personalised.
9.5 How long do you have to change your mind. How long you have to change your mind depends on what you have ordered and how it is delivered:
9.5.1 If you have brought services (or that is the main real purpose of the contract) you have 14 days from the date you and us have each signed the quotation or we confirmed in writing that we accept your instruction;
9.5.2 If you have brought goods (or that is the main real purpose of the contract) you have until 14 days from the delivery date (or where goods are delivered in several different deliveries the last delivery date.
9.6 Services during the cancellation period. We will not provide any services during the 14-day cancellation period unless you expressly request for us to do so. We are under no obligation to accept your
9.7 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for goods and/or services not provided but we may deduct reasonable compensation for the net costs we will incur as a result of your ending the contract
9.8 How to tell us you want to end the contract. To end the contract with us, please let us know by:
9.8.1 Phone or email. Call us on +44 (0)1202 767 488 or email us at [email protected].
9.8.2 By post. You can complete and return to us the cancellation form annexed to these terms or simply write to us at 2 Wolterton Road, Branksome Trading Estate, Poole, Dorset BH12 1LR.
9.9 Returning goods after ending the contract. If you end the contract for any reason after goods have been dispatched to you or you have received them, you must allow us to collect them from you. Please call us on +44 (0)1202 767 488 or email us at [email protected] to arrange collection.
9.10 How we will refund you. We will refund you the fees you paid for the goods and/or services by the method you used for payment. However, we may make deductions from the refund, as described below. [Delete highlighted part if you never charge delivery costs]
9.11 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
9.11.1 We may reduce your refund (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
9.11.2 For services, we may deduct from any refund an amount for the supply of the services for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.12 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind.
10.1 We may end the contract if you break it. We may end the contract at any time by writing to you if:
10.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
10.1.2 you do not, within a reasonable time of us asking for it, provide us with information or decisions necessary for us to provide the goods and/or services;
10.1.3 you do not, within a reasonable time, allow us to deliver the goods to you;
10.1.4 you do not, within a reasonable time, allow us access to the property to supply the services.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1 we will refund any money you have paid in advance for goods and/or services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11. WHAT TO DO IF THERE IS A PROBLEM
11.1 How to tell us about a problem. If you have any questions or complaints about our goods and/or services please let us you. How to contact us is explained in clause 2.2
11.2 Summary of your legal rights. We are under a legal duty to supply goods and services that are in conformity with our contract with you. See the box below for a summary of your key legal rights in relation to the goods or services. Nothing in the contract between you and us will affect your legal rights.
|Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
Where we are supplying goods, for example furniture, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of your goods your legal rights entitle you to the following:
a) Up to 30 days: if your item is faulty, then you can get a refund.
b) Up to six months: if your item is faulty and can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
c) Up to six years: if the item is faulty, where it would be expected to last up to six years you may be entitled to a repair or replacement, or, if that doesn’t work, some of your money back.
Where we are supplying services, for example design or installation services, the Consumer Rights Act 2015 says you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Our intellectual property. All copyright and other intellectual property rights in or arising out of or in connection with the services such as in our plans and designs (other than any such rights in any materials provided by you) will be owned by us and you will have no right in or to such things other than a limited right to use our designs or plans for the purposes for the purpose for which it was prepared.
12.2 Your intellectual Property. You must give (or procure any applicable third party gives) us a right to copy and modify any materials you provide to us for the purpose of providing the goods and/or services to you.
13 OUR LIABILITY TO YOU
13.1 We are responsible to you for foreseeable loss and damage. If we breach a term of the contract between us and you or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time the contract was made, it was either clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).
13.2 When we are liable to damage to your property. Where we are providing services in your property, we will make good any damage to your property caused by us but we will not be responsible for repairing any pre-existing faults or damage to your property that we discover while providing the services.
13.3 What we are not responsible for. We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage.
13.4 What we do not exclude liability for. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
14 OTHER IMPORTANT TERMS
14.2 Which laws apply to the contract and where you may bring legal proceedings. If you are a consumer, the laws of England and Wales apply to the contract between us and you, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country. Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you
14.3 When you can transfer your rights. You may only transfer your rights under the contract between us and you to someone else if we have agreed this with you in advance.
14.4 When we can transfer our rights. We may transfer our rights under the contract between us and you to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
14.5 Nobody else has any rights under this contract (except someone you are permitted to transfer your rights to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except anyone you transfer your right to where this is permitted as explained in Clause 14.3. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
14.6 Even if we delay in enforcing any term of the contract between us and you, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For instance, if you miss a payment and we do not chase you but we continue to provide the goods and/or services we can still require you to make payment at a later date.
MODEL CANCELLATION FORM
BUSINESS TERMS AND CONDITIONS
Jigsaw Interior Architecture and Design
1.1 What these terms cover. These Terms are the terms and conditions on which we supply goods and/or services and/or the hire of furniture to business customers. For the purposes of these terms, you are a ‘business customer’ if you are:
1.1.1 a company or other corporate entity like an LLP; or
1.1.2 purchasing for purposes relating to your trade, business, craft or profession.
If you are an individual purchasing for purposes wholly or mainly outside of your trade, business, craft or profession please see our Consumer Terms and Conditions which we will happily provide you with a copy of.
1.2 Why you should read these terms. Please read these Terms carefully before you sign our Quotation or otherwise instruct us to proceed on your behalf. These Terms together with our Quotation set out important information such who we are, the Goods, Rental Furniture and/or Services we are to supply and your and our rights and obligations. If you have any questions about these Terms or our Quotation please do let us know and we will be happy to discuss these with you.
1.3. Your attention is particularly drawn to the provisions of clause 10 (Insurance and Limitation).
2.1 The following definitions apply in these Terms:
- Business Day means a day other than a Saturday, Sunday or public holiday in England;
- Contract means the contract between us and you for the supply of Goods, Rental Furniture and/or Services in accordance with these Terms;
- Deliverables means the output of the Services as specified in the Quotation;
- Force Majeure Event has the meaning given to it in clause 13;
- Goods means the goods (or any part of them) to be supplied by us to you as detailed in the Quotation or otherwise agreed between us and you in writing excluding the Rental Furniture;
- Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- Jigsaw Materials has the meaning given in clause 8.3;
- Property means the property to which the Contract relates as identified in the Quotation;
- Quotation means the quotation document we supply to you setting out the Goods, Rental Furniture and/or Services to be supplied to you and the price and payment terms which forms the basis of the Contract in accordance with clause 3.2;
- Rental Furniture means the furniture and other items to be hired to you as identified in the Quotation and including all substitutions, replacements or renewals of such items and all related accessories, manuals and instructions provided for them;
- Rental Period means the period of hire as set out in the Quotation;
- Risk Period means the period during which the Rental Furniture is at your sole risk as set out in clause 7.5.2;
- Services means the services, including the Deliverables, to be supplied by us to you;
- Terms means these terms and conditions as amended from time to time in accordance with clause 4.3;
- VAT means value added tax or any equivalent or replacement tax chargeable in the UK;
- we, us and our refer to Jigsaw Interior Design Limited, a company registered in England and Wales under company number: 08325539 whose registered office is at 24 Cecil Avenue, Bournemouth, Dorset, BH8 9EJ; and
- you and your refer to the customer who purchases the Goods and/or Services and/or hires the Rental Furniture from us.
2.2 Interpretation. The following rules of interpretation apply in these Terms:
2.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
2.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2.2.4 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.
2.2.5 A reference to writing or written includes fax and email.
3. OUR CONTRACT WITH YOU
3.1 Any quotation we give does not amount to an offer and will only be valid for the period stated within it.
3.2 How the contract between us is formed. The Contract between us will be formed when you and us have each signed the Quotation or you have otherwise instructed us to commence the Services or the supply of the Goods/ Rental Furniture and we have confirmed in writing that we accept that instruction. If when you return the signed Quotation (or otherwise tell us you wish to proceed on the basis of the Quotation) we are unable to accept your instruction for any reason we will let you know as soon as possible and if you have paid us anything in advance we will refund this to you in full.
3.3 Other terms excluded:
3.3.1 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.3.2 You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents you give to us that is inconsistent with these Terms.
3.4 Application of these Terms. All of these Terms shall apply to the supply of Goods, Rental Furniture and Services except where application to one or the other is specified.
3.5 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or Rental Furniture or illustrations or descriptions of the Services contained in catalogues or brochures we provide are issued or published for the sole purpose of giving an approximate idea of the Services, Goods and/or Rental Furniture described in them. They shall not form part of the Contract nor have any contractual force.
4. CHANGES TO THE CONTRACT
4.1. If you want to make a change. If you would like to make any change after the Contract between us has been formed, please contact us as soon as possible and we will let you know if it is possible to make the change. If it is possible to make the change you request this may be subject to you agreeing consequential changes to other terms of the contract such as the price and timescale.
4.2 If we need to make a change. Occasionally we may need to make changes to the contract between us, for instance if we discover a pre-existing issue or fault with the Property that needs to be addressed or to comply with an applicable law or regulatory requirement. Where we think changes are required, we will contact you as soon as possible and seek to agree these with you. If we are unable to agree changes with you and we feel it is not reasonable for us to proceed without the change (for instance if we do not think it would be safe) will may end the Contract, you will only have to pay for Goods, Rental Furniture and/or Services supplied and we will refund you if you have paid in advance for anything which has not been supplied.
4.3 Changes. Except as set out in these Terms, no changes to the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
5.1 This clause 5 only applies in respect of any Services we are to supply.
5.2 Our Obligations: We will:
5.2.1 exercise reasonable skill, care and diligence in the performance of the Services and any programme agreed in relation thereto;
5.2.2 perform the Services in accordance with the Quotation and with due regard to your requirements;
5.2.3 advise on progress in the performance of the Services and of issues that may materially affect the delivery of the project; and
5.2.4 act on your behalf in the matters set out or implied in this Contract.
5.3 Performance Dates. We will use reasonable endeavours to meet any performance dates for the Services specified in the Quotation or otherwise agreed by us with you in writing but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.1 This clause 6 only applies in respect of any Goods we are to supply.
6.2.1 We will deliver the Goods to the Property.
6.2.2 Delivery of the Goods shall be completed on the unloading of the Goods at the Property.
6.2.3 We will use reasonable endeavours to meet any dates quoted for delivery but these are estimates only and time of delivery shall not be of the essence.
6.2.4 If we fail to deliver the Goods our liability shall be limited to the cost and expenses incurred by you in obtaining replacement goods of similar description and quality (and any associated installation services we were to supply but have not) in the cheapest market available, less the price of the Goods (and any associated installation services we were to supply but have not) you have paid. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to comply with your obligations under the Contract.
6.2.5 If you fail to take delivery of the Goods within three (3) Business Days of us notifying you the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract:
(a) Delivery of the Goods shall be deemed to have been completed at 9am on the third Business Day following the day on which we notified you that the Goods were ready;
(b) We will store the Goods until delivery takes place and charge you for all related costs and expenses (including insurance).
6.2.6 If ten (10) Business Days after the day on which we notified you that the Goods were ready for delivery you have not accepted actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price paid for the Goods.
6.2.7 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
6.3 Returns All Goods ordered by us with your approval must be paid for in full as part of the Fee and cannot be cancelled, returned or rejected by you save as explained in clause 6.4
6.4.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period),] the Goods shall:
(a) conform in all material respects with any applicable description or specification set out in the Quotation or which we have otherwise agreed with you in writing;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.4.2 Subject to clause 6.4.3, if:
(a) you give us notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.4.1;
(b) we are given a reasonable opportunity of examining such Goods; and
(c) you allow us to collect the Goods from you if we so request
We will, at our option, repair or replace the defective Goods (and re-perform any required installation services if applicable), or refund the price of the defective Goods in full.
6.4.3 We will not be liable for the Goods’ failure to comply with the warranty set out in clause 6.4.1 if:
(a) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or any manufacture’s written instructions provided to you or (if there are none) good trade practice regarding the same;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair such Goods (or allow a third party to) without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use; or
(e) the Goods differ from any applicable description or specification we have agreed with you as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4.4 Except as provided in this clause 6.4, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 6.4.
6.4.5 These Terms shall apply to any repaired or replacement Goods supplied by us.
6.5 Title and risk:
6.5.1 The risk in the Goods shall pass to you on completion of delivery.
6.5.2 Title to the Goods shall not pass to you until the earlier of:
(a) Our receiving payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass to you at the time of payment, and
(b) your resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.5.4.
6.5.3 Until title to the Goods has passed to you, you will:
(a) store the Goods separately from all other goods you hold so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery; and
(d)give us such information as we may reasonably require from time to time relating to:
(i) the Goods; and
(ii) your ongoing financial position.
6.5.4 Subject to clause 6.5.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resells the Goods before that time:
(a) you does so as principal and not as our agent; and
(b) title to the Goods shall pass from the us to you immediately before the time at which resale by you occurs.
6.5.5 At any time before title to the Goods passes to you, we may:
(a) by notice in writing, terminate your right under clause 6.5.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fails to do so promptly, enter any of your premises or premises of any third party where the Goods are stored in order to recover them.
7 RENTAL FURNITURE
7.1 This clause 7 only applies in respect of any Rental Furniture we are to supply.
7.2.1 We shall hire the Rental Furniture to you for use at the Property subject to the terms and conditions of the Contract.
7.2.2 We shall not, other than in the exercise of our rights under the Contract or applicable law, interfere with your quiet possession of the Rental Furniture.
7.3 Rental Period. The Rental Period starts on the date of delivery (or deemed delivery) and shall continue for the rental period detailed in the Quotation unless and until the Contract is terminated earlier in accordance with its terms.
7.4.1 We shall deliver the Rental Furniture to the Property. We will use reasonable endeavours to meet dates quoted for delivery, but these are estimates only and time of delivery shall not be of the essence.
7.4.2 If you fail to take delivery of the Rental Furniture within three (3) Business Days of us notifying you they are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract:
(a) Delivery of the Rental Furniture shall be deemed to have been completed at 9am on the third Business Day following the day on which we notified you that the Rental Furniture was ready;
(b) We will store the Rental Furniture until delivery takes place and charge you for all related costs and expenses (including insurance).
7.5 Title and risk:
7.5.1 The Rental Furniture shall at all times remain our property, and you shall have no right, title or interest in or to the Rental Furniture (save the right to possession and use of the Rental Furniture subject to the terms and conditions of the Contract).
7.5.2 The risk of loss, theft, damage or destruction of the Rental Furniture shall pass to you on Delivery. The Rental Furniture shall remain at your sole risk during the Rental Period and any further term during which the Rental Furniture is in your possession, custody or control (Risk Period) until such time as the Rental Furniture is returned to us.
7.6.1 During the Rental Period and the Risk Period, you shall, at your own expense, obtain and maintain insurance of the Rental Furniture to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as we may from time to time nominate in writing.
7.6.2 You must, on demand, supply copies of the relevant insurance policy or other insurance confirmation acceptable to us and proof of premium payment to us to confirm the insurance arrangements.
7.6.3 If the you fail to effect or maintain any of the insurances required under the Contract, we will be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from you.
7.6.4 You must give us immediate written notice in the event of any loss, accident or damage to the Rental Furniture arising out of or in connection with your possession or use of the Rental Furniture.
7.7 Your obligations:
7.7.1 You shall during the Rental Period and Risk Period:
(a) ensure that the Rental Furniture is kept in a suitable environment, used only for the purposes for which it is designed;
(b) maintain at your own expense the Rental Furniture in good and substantial repair in order to keep it in as good a condition as it was on the delivery (fair wear and tear only excepted);
(c) make no alteration to the Rental Furniture;
(d) keep us fully informed of all material matters relating to the Rental Furniture;
(e) keep the Rental Furniture at all times at the Property and not move or attempt to move any part of the Rental Furniture to any other location without our prior written consent;
(f) permit us or our duly authorised representative to inspect the Rental Furniture at all reasonable times and for such purpose to enter on the Property or any premises at which the Rental Furniture may be located, and shall grant reasonable access and facilities for such inspection;
(g) not, without our prior written consent, part with control of, sell or offer for sale, underlet or lend the Rental Furniture or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(h) not without our prior written consent, attach the Rental Furniture to any land or building so as to cause the Rental Furniture to become a permanent or immovable fixture on such land or building. If the Rental Furniture does become affixed to any land or building then the Rental Furniture must be capable of being removed without material injury to such land or building and you shall repair and make good any damage caused by the affixation or removal of the Rental Furniture from any land or building and indemnify us against all losses, costs or expenses incurred as a result of such affixation or removal;
(i) not do or permit to be done any act or thing which will or may jeopardise our right, title or interest in the Rental Furniture and, where the Rental Furniture has become affixed to any land or building, you must take all necessary steps to ensure that we may enter such land or building and recover the Rental Furniture both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in our favour of any rights such person may have or acquire in the Rental Furniture and a right for us to enter onto such land or building to remove the Rental Furniture;
(j) not suffer or permit the Rental Furniture to be confiscated, seized or taken out of your possession or control under any distress, execution or other legal process, but if the Rental Furniture is so confiscated, seized or taken, you must notify us and you shall at your sole expense use your best endeavours to procure an immediate release of the Rental Furniture and shall indemnify us on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(k) not use the Rental Furniture for any unlawful purpose;
(l) ensure that at all times the Rental Furniture remains identifiable as being our property and wherever possible ensure that a visible sign to that effect is attached to the Rental Furniture;
(m) not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
7.7.2 You shall deliver up the Rental Furniture to us at the end of the Rental Period at the Property.
7.7.3 You acknowledge that we will not be responsible for any loss of or damage to the Rental Furniture arising out of or in connection with any negligence, misuse, mishandling of the Rental Furniture or otherwise caused by you or your officers, employees, agents and contractors, and you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of, or in connection with any failure by you to comply with the terms of the Contract.
7.8.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Rental Furniture shall:
(a) conform in all material respects with any applicable description or specification (as detailed in the Quotation or as we have otherwise agreed with you in writing),
(b) be free from material defects in design, materials and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods and Services Act 1982)
7.8.2 Subject to clause 7.8.3, if:
(a) you give us notice in writing during the warranty period within a reasonable time of discovery that some or all of the Rental Furniture does not comply with the warranty set out in clause 7.8.1;
(b) we are given a reasonable opportunity of examining such Rental Furniture; and
(c) you allow us to collect the Rental Furniture from you if we so request.
We will use reasonable endeavours to remedy, free of charge, any failure of the Rental Furniture to comply with the warranty at clause 7.8.1.
7.8.3 We will not be liable for the Rental Furnitures’ failure to comply with the warranty set out in clause 7.8.1 if:
(a) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Rental Furniture or any manufacture’s written instructions provided to you or (if there are none) good trade practice regarding the same;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair such Rental Furniture (or allow a third party to) without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use; or
(e) the Rental Furniture differ from any applicable description or specification we have agreed with you as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
7.8.4 If we fail to remedy any material defect in the Rental Furniture in accordance with clause 7.8.1, we shall, at your request, accept the return of part or all of the Rental Furniture and make an appropriate reduction to the Fee payable during the remaining term of the Contract.
7.8.5 Except as provided in this 7.8, we shall have no liability to you in respect of the Rental Furnitures’ failure to comply with the warranty set out in clause 7.8.1.
7.8.6 These Terms shall apply to any repaired or replacement Rental Furniture supplied by us.
8. YOUR OBLIGATIONS
8.1 Co-operation. You shall co-operate with us in all matters relating to the Contract including;
8.1.1 suppling us with all relevant data and information available to you in relation to the Services, Goods and Rental Furniture;
8.1.2 giving such assistance, decisions and access as may be reasonably required by us and in sufficient time to enable the performance of the Contract in accordance with any agreed dates/programme.
8.2 You must obtain and maintain all necessary licences, permissions and consents that may be required for the Services including but not limited to any statutory and other approvals and consents and any approvals of any landlords or owners of any superior interest in the Property and you agree to indemnify us against any costs, claims or demands against us arising as a result of your failing to obtain any such approvals and/or consents.
8.3 Our Materials. You shall keep all materials, equipment, documents and other property of ours (Jigsaw Materials) at the Property in safe custody at your own risk, maintain the Jigsaw Materials in good condition until returned to us and not dispose of or use the Jigsaw Materials other than in accordance with our written instructions or authorisations.
8.4 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
8.4.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services and further deliveries of Goods and/or Rental Furniture until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays the performance of any of our obligations;
8.4.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 8.4; and
8.4.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
9.1 We will issue invoices for payments of the fee set out in the Quotation (the “Fee”) in accordance with the milestones or payment dates detailed in the Quotation. Without prejudice to the provisions of clause 9A payments must be made within 14 days from the applicable due date for payment detailed in the Quotation.
9.2 Additional Charges. Please note:
9.2.1 Unless specifically stated to the contrary in the Quotation, the Fees does not include site visits during construction, design of any specialist design elements (including, but not limited to structural, thermal, acoustic, mechanical and electrical), approvals and/or negotiations with statutory undertakers, Buildings Regulations or planning fees, amending designs, resubmitted applications, appeals against any refusal notices and legal or other issues or disputes;
9.2.2 if you request amendments or additions to the design brief after commencement of design work this will attract a charge as detailed in the Quotation or on the basis of our applicable hourly rates detailed below in addition to the Fee. We will advise of this prior to undertaking the additional work requested by you.]
9.3 Hourly rates:
- Office Administrator – £45 per hour
- Junior Designer / Draftsman – £45 per hour
- Mid-Weight Designer – £65 per hour
- Senior Designer – £85 per hour
- Project Management duties – £85 per hour
- Partner / Managing Director – £105 per hour
All above fees are exclusive of VAT.
9.4 VAT. All amounts payable by you under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the supply.
9.5 Late payment. If you fail to pay a sum due to us under the Contract (together with VAT) by the final date for payment, you shall, in addition to any unpaid amount that should properly have been paid, pay to us on demand simple interest on that amount at the rate of five percent (5%) above the base rate of the Bank of England current at the date that the payment became overdue together with any other expenses incurred by us in respect of taking steps to recover sums unpaid as at the relevant final date for payment. This does not affect our other rights, including our right to suspend performance of the Services.
9A PAYMENT FOR DESIGN SERVICES
This clause 9A will apply only to payments relating to design services and we will clearly identify any invoices to which this clause applies
We will invoice you for all design services on the dates shown in the Quotation (“the Due Dates for Payment”). Within 4 days after each Due Date for Payment you will give notice to us advising us of the sum that you propose to pay in respect of the relevant invoice and shall pay that amount on the relevant “Final Date for Payment” which will be 14 days after the relevant Due Date for Payment. If you intend to pay less than the invoiced amount you must serve a notice (a “Pay Less Notice”) to that effect no later than four Business Days prior to the relevant Final Date for Payment. Any Pay Less Notice shall specify:
9A.1 the sum that you consider to be due on the date the pay less notice is served; and
9A.2 the basis on which that sum is calculated.
If you fail to serve a Pay Less Notice the full amount of the invoice will be payable on the relevant Final Date for Payment
10 INSURANCE AND LIMITATION
10.1 Our Insurance. We shall maintain professional indemnity insurance for an amount no less than one million pounds, provided always that such insurance remains available in the market on commercially reasonable rates and/or terms.
10.2 Limit on our liability. Subject to clause 10.4 our liability under or in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the lesser of:
10.2.1 ten times our total fees under the Contract; or
10.2.2 one million pounds (£1,0000,000) in the aggregate.
10.3 The liability of others. Without prejudice to Clause 10.2 and subject to clause 10.4, our liability shall be further limited to such sum as we ought reasonably to pay having regard to our responsibility for the loss and damage suffered on the basis that any other consultants, contractors and sub-contractors who also have a liability to you shall be deemed to have provided to you contractual undertakings on terms no less onerous than those set out in this Contract and paid you such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.4.1 death or personal injury caused by negligence;
10.4.2 fraud or fraudulent misrepresentation;
10.4.3 breach of the termsimplied by sections 8 or 12 of the Sale of Goods Act 1979 or section 2 or 7 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
10.4.4 defective products under the Consumer Protection Act 1987.
10.5 Exclusion of Implied terms. We have given specific warranties and commitments as to the quality of the Goods, Rental Furniture and Services and in view of these, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4, 5, 8, 9 and 10 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in materials provided by you) shall be owned by us and shall remain vested in us but you shall have a non-exclusive perpetual royalty free licence to use, copy and modify the Deliverables for the purposes for which it was prepared by us subject always to us having received full payment for the Services in accordance with the Contract.
11.2 You may not sub-licence, assign or otherwise transfer the rights granted by clause 11.1 without our prior written consent.
11.3 We shall not be liable for the use of any Deliverable for any purpose other than that for which it was originally prepared by us.
11.4 You grant to us a fully paid up, non-exclusive, royalty free licence to copy and modify any material provided by you to us for the purposes of providing the Services, Goods and/or Rental Furniture to you.
12. TERMINATION AND SUSPENSION
12.1 Mutual termination rights. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
12.1.2 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), obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 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
12.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Our termination rights. Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving you written notice if you fail to pay any amount due under the Contract on the due date for payment.
12.3 Suspension right. Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods and/or Rental Furniture under the Contract or any other contract between us and you if you fail to pay any amount due under the Contract on the due date for payment or if you become subject to any of the events listed in clause 1.2 to clause 12.1.4, or we reasonably believes that the you are about to become subject to any of them. We shall be entitled to recover from you on demand reasonable costs and expenses incurred in exercising this right of suspension.
12.4 Consequences of termination. On termination of the Contract:
12.4.1 Our consent to your possession of the Rental Furniture shall terminate and we may without notice retake possession of the Rental Furniture and for this purpose we may enter the Property or any premises at with the Rental Furniture is located;
12.4.2 You must immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
12.4.3 You must return all of the Jigsaw Materials, if you fail to do so then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.5 Existing rights etc. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.
12.6 Continuation. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
13. 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 (except a payment obligation) if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
14. DATA PROTECTION
14.1 Each of us and you will, in our roles as independent data controllers, at their own expense, ensure that they
14.1.1 comply with; and
14.1.2 assist the other to comply with;
in relation to any personal data they receive from or on behalf of the other party in relation to the Contract, the requirements of Data Protection Laws.
14.2 In this clause Data Protection Law means all applicable legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including
14.2.1 the Data Protection Act 2018 (DPA);
14.2.2 the UKGDPR (as defined in the DPA); and
14.2.3 the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
15.1.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or sent by email to the addresses for the party specified at clause 11.1.2 or such replacement address a a party notifies to the other in accordance with this clause 11.1.
15.1.2 The addresses for service of the parties are:
(a) for us:
(i) 2 Wolterton Road, Branksome Trading Estate, Poole, Dorset BH12 1LR;
(ii) [email protected];
(b) For you: The address/email address specified in the Quotation or in the absence of such its registered office (if a company) or its principal place of business (in any other case).
15.1.3 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside of usual business hours meaning 9.00am to 5.00pm on a Business Day at 9am on the next Business Day.
15.1.4 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.
15.2 Assignment and other dealings:
15.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
15.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
15.3 Disputes and jurisdiction:
15.3.1 (To the extent that the dispute relates to “construction operations” as defined in the Housing Grants Construction and Regeneration Act 1996 (as amended)) if at any time a dispute arises under the Contract which cannot be settled amicably between the parties, either party may refer the dispute to adjudication in accordance with Part 2 of the Scheme for Construction Contracts (England and Wales) Regulations. The Royal Institution of Chartered Surveyors shall nominate the adjudicator. The decision of the adjudicator shall be binding on the parties unless and until the dispute is determined by legal proceedings or by agreement.
15.3.2 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 and interpreted in accordance with the laws of England and Wales.
15.3.3 Subject to Clause 15.3.1, the English courts 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 matters arising under or in connection with it.
15.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 15.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.5 Third party rights:
15.5.1 Unless it expressly states otherwise, 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.
15.5.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16. ENTIRE AGREEMENT
16.1.1 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.
16.1.2 You acknowledge that you have that an opportunity to negotiate the terms and conditions of the Contract prior to it being formed.
16.1.3 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.
16.1.4 Where you, the customer, consists of more than one party their liability under the Contract shall be joint and several.
16.1.5 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.