Terms and Conditions
The Supplier is a provider of Fire Safety Protection, including ancillary goods to the Services as set out in Statement of Work.
The Customer has contracted with the Supplier to provide the Services as set out in the Statement of Work under these Conditions.
The following definitions and rules of interpretation apply in these Conditions.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
means the date set out in the Statement of Work that is the Supplier is to commence the Services and these conditions are enforceable.
shall mean the date that the Services are completed by the Supplier to a reasonable satisfaction or on signature of the sign off form at Schedule 2
these terms and conditions, including the Statement of Works as amended from time to time in accordance with Clause 17.8
the contract between the Supplier and the Customer for the supply of Services and/or Goods in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures:
as defined in the Data Protection Legislation.
the person or firm who purchases the Services and/or Goods from the Supplier.
Data Protection Legislation:
the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)
Force Majeure Event:
has the meaning given to it in Clause 16
the goods (or any part of them) set out in the Statement of Works
means the standard that the Services are to be provided at, which will be in accordance with the Passive Fire Protection Regulations as amended from time to time.
Intellectual Property Rights:
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.
Any services that are to be provided in addition to the Services as set out in the Statement of Work
means a quotation given by the Supplier
the services, including the Goods, supplied by the Supplier to the Customer as set out in the Statement of Works
Expert Fire Solutions registered in England and Wales with company number 08774316.
has the meaning given in Clause 8.1(h)
Statement of Works:
means the works to be conducted by the Supplier as set out at Schedule 1
UK Data Protection Legislation:
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679
); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC
) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426
) as amended.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- 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.
- A reference to writing or written includes fax and email.
- BASIS OF CONTRACT
- Unless and until a Statement of Work is issued in accordance with clause 3.3, any Quotation given by the Supplier shall not form a valid Contract and the Supplier shall be under no obligation to provide any services that may be contained within the Quotation.
- Each individual Statement of Work shall be entered into by both parties. The Statement of Work shall be governed by and subject to these Conditions. In the event of any inconsistency between these Conditions and the Statement of Work, the Statement of Work shall take precedence to the extent of the conflict or inconsistency only.
- The Statement of Work shall only be deemed to be accepted when the Supplier issues written notification of the same. Should the Customer fail to return a signed copy of the Statement of Work but the Supplier commences the Services then, subject to clause 3.2, the Statement of Works and these Conditions shall be binding upon the parties.
- Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
- All of these Conditions shall apply to the supply of both Services and Goods except where application to one or the other is specified.
- SUPPLY OF SERVICES
- The Supplier shall supply the Services to the Customer shall be in accordance with the Statement of Work in all material aspects.
- The Supplier shall use all reasonable endeavours to meet any performance dates in relation to the Services, whether specified in the Statement of Works or not, but any such dates shall be estimates only and time shall not be of the essence in relation to the Supplier’s performance of the Services.
- The Supplier reserves the right to amend the Statement of Work, without notice, should it deem it necessary, in its absolute discretion, in order to comply with any applicable law or regulatory requirement or in order to comply with the Industry Standard, in relation to the Services or if the Supplier deems the amendment necessary to complete the Services and performance of the Services will not be materially affected.
- The Supplier warrants that the Services shall be provided with reasonable care and skill to Industry Standard.
- Under no circumstances will the Supplier be responsible for any changes that adversely affect the Goods or Services, where that change has occurred through no decision, conduct or responsibility of the Supplier.
- The supplying of the Goods shall be supplementary to the Services. Where the Services are no longer to be supplied then the Supplier shall have no obligation to deliver the Goods. Risk for the Goods shall pass to the Customer on delivery of the Goods to the Customer’s premises or where the Services are to take place in accordance with the Statement of Work.
- Title to the Goods will not pass to the Customer until full and final payment, as set out in the Statement of Work, is received by the Supplier. Once payment is made, title will pass at the time of payment. Should payment not be received, then the Supplier reserves the right to retake possession of the Goods at any time.
- Subject to clause 10 the Services are provided on the condition and understanding that, should the Customer have any reasonable issues with any of the Services, the Supplier shall be entitled to at least 21 days (Investigation Period) to investigate any issue reported to the Supplier in writing by the Customer. At the completion of the Investigation Period the Supplier, if they reasonably conclude that they have breached these Conditions, will have a further 21 days to rectify any issues. Should the Supplier, reasonably conclude that they have not breached these Conditions then no further action need be taken by the Supplier and the Customer shall have no right to termination.
- Where the Customer provides goods, materials or equipment in relation to the Services, the Supplier, in its sole discretion, reserves the right to refuse to carry out the Services where the materials provided are in their opinion are below the standard necessary to carry out the Services until such a time as the appropriate goods are supplied by the Customer.
- The Supplier shall provide the Services only. Where there are any Proposed Modifications then the Supplier shall provide the Customer with written confirmation of those changes including the cost of any Proposed Modifications. Should the Customer fail to confirm that the Proposed Modifications are agreed but the Supplier continues to provide the Services to include the Proposed Modifications, then any reference to the Services shall include the Proposed Modifications.
- The Supplier will make the Customer aware if any Proposed Modifications are unable to be provided by the Supplier. In such circumstances, the Supplier shall have no obligation to complete the Proposed Modifications. Should any payment be due in accordance with these Conditions from the Customer to the Supplier, this clause shall not suspend the Customer’s obligation to make payment.
- All Services shall be supplied in accordance with Industry Standard.
- The Goods to be provided by the Supplier are to be as described in the Statement of Works.
- The Supplier reserves the right to use whatever Goods it may deem appropriate in order to comply with Industry Standard. The Customer shall have no recourse against the Supplier, including complying with any obligation under these Conditions, unless the Goods used do not conform to the Industry Standard and evidence is supplied in relation to the same.
- CUSTOMER’S OBLIGATIONS
- Ensure that the terms of the Statement of Work and information that it provides are complete and accurate;
- Co-operate with the Supplier in all matters relating to the Statement of Work;
- Provide the Supplier, its employees, agents, consultants and subcontractors with access to the premises, location of the Services, and any other area as reasonably required by the Supplier to complete the Services.
- Provide access equipment, as may be needed by the Supplier, where access is needed above 2.4m in order for the Supplier to carry out the Services;
- Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- Remove or protect any fixtures, fittings, materials, premises where the Supplier is to carry out the Services, specifically in relation to any items that needs to be removed in order for the Services to be completed. The Customer shall be obligated to reinstate any items that it removes or that it instructs the Supplier to remove;
- Ensure that any data provided by the Customer, whether physical or electronic, including but not limited to designs, drawings, schedules, statement of works, proposals is clean, correct, unaltered, fit for purpose and if electronic does not contain any computer viruses. In the event of any electronic data being provided that is corrupt, the Customer shall decontaminate the data at their own expense or indemnify the Supplier should they decontaminate the data themselves;
- Comply with all applicable laws, specifically those relating to the Construction industry, including health and safety laws; and
- Comply with any additional obligations as may be set out by the Supplier in relation to their obligations to provide the Services in accordance with the Industry Standard.
- In the event that the Customer provides goods, materials or equipment in order for the Services to be completed, then the Customer warrants that the goods, materials or equipment that it provides will be of satisfactory quality to the Supplier. The Customer further warrants that any delays or issues caused by their breach of this clause will their responsibility and they shall indemnify the Supplier for any costs that the Supplier may incur under this clause.
- If the Supplier’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- Without limiting or affecting any other right or remedy available to it, the Supplier shall have right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relive it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
- The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay performing any of its obligations under these Conditions; and
- The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer default.
- The Customer shall indemnify the Supplier against all costs, claims, liabilities, penalties and expenses which the Supplier may incur by reason of any work being illegal, unlawful or which is in breach of any trade description or other legislation.
- Any machinery, equipment or Goods which is left at the Customer’s premises or such premises as contained in the Statement of Works, overnight shall be the responsibility of the Customer at all times.
- In Conjunction and subject to clause 4.8 the Customer will ensure that any issues that they have in relation to the Statement of Works or the Goods they will ensure that they have reported the issues to a Director of the Supplier within 7 days of their knowledge of the same or within 7 days of then the Customer ought reasonably to have known of the issue. The Supplier will then be afforded the same time as set in clause 4.8. The Customers identification and reporting of any issue will not alter or amend the Statement of Works unless a Proposed Modification is agreed in accordance with these Conditions.
- CHARGES AND PAYMENT
- The price for the Services is as listed in the Statement of Works.
- The Supplier reserves the right to:
- Charge for any Proposed Modification;
- Increase the price of the Services, by giving notice to the Customer at any time before the Commencement Date or at any time to give notice of an increase in price to reflect any increase in cost of the Goods or Services to the Supplier that is due to:
- Any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);
- Any request by the Customer to change the Completion Date, quantities of Goods or the Statement of Works;
- Any delay caused by any instructions of the Customer in respect of the Services and/or Goods or failure of the Customer to give the Supplier adequate or inaccurate information or instructions in respect of the Services and/or Goods.
- The Supplier shall either, in their absolute discretion, invoice the Customer on or at any time after the Completion Date or by way of interim invoices at any time before the Completion Date.
- Invoices are due and payable as stated on the Invoice. The Customer shall pay each invoice submitted by the Supplier in full and cleared funds to a bank account nominated by the Supplier. Time for payment of each invoice shall be of the essence.
- Where the Customer themselves are a contractor of a third party and subject to their own payment terms, those terms shall not be binding on the Supplier.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
- If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under these conditions. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
- The Customer shall indemnify the Supplier for any costs, administrative, legal or otherwise incurred in the recovery of any overdue payments.
- DATA PROTECTION AND DATA PROCESSING
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier is the Data Controller (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- Without prejudice to the generality of Clause 8.1, the Customer will ensure that it has all necessary appropriate consents, notices and systems to comply with the Data Protection Legislation and to enable lawful the transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract. In the event that the Customer does not comply with the Data Protection Legislation it will indemnify the Supplier for any breaches that result in the Supplier or any of its third-party contractors suffering damages, fines or other penalties.
- Without prejudice to the generality of Clause 1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
- process that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
- the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
- the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
- the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
- notify the Customer without undue delay on becoming aware of a Personal Data breach;
- at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data;
- assist the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
- The Customer consents for the Supplier to contact them in relation to future offers and any other marketing promotions. The Customer further consents that the Supplier may use any Personal Information to market and promote their business interests.
- LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Subject to Clause 12, any work that is undertaken in addition to the Services to vary, amend and/or to alter the Statement of Work by a third party will not be the responsibility of the Supplier, nor will they hold any liability (including but not limited to after Completion).
- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation.
- The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim.
- The Supplier shall not be held liable for, but not limited to, the following:
- Loss of sales or business;
- Loss of agreements or contracts;
- Damage to any Goods or works contained in the Statement of Work where the Supplier is not at the Customer’s premises;
- Loss of anticipated savings;
- Loss of use or corruption of software, data or information;
- Loss of or damage to goodwill;
- Indirect or consequential loss; and
- Goods used in relation to Clause 4.9.
- If the Customer does not comply with Clause 6.2 the Supplier has the right to withhold the Services and will not be held liable for any consequence arising out of the Customer’s non-compliance.
- All materials supplied by on or behalf of the Customer are at the Customer’s risk whilst on the Supplier’s premises or in transit to such premises. The Customer is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary.
- The Customer avers that all necessary consents have been given and the Supplier is under no liability in the event of enforcement or other action by the Local Authority or other interested third party.
- The Supplier accepts no liability for any damage related to pre-existing structural or other defects in the property where the Services take place.
- This clause shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, the Supplier may terminate this Contract without notice should the Customer commit any breach of its obligations under this Contract.
- The Customer shall have no grounds to terminate this Contract unless they have complied with their obligations under clause 4.8 unless the Supplier has committed a material breach of their obligations under this Contract.
- If the Customer terminates the Contract otherwise than in accordance with these Conditions then the Supplier reserves the right to charge for the full amount of the Contract contained within the Statement of Works, on the condition that the Commencement Date has passed.
- Without affecting any other right or remedy available to it, the Company may, at its sole discretion, terminate the Contract with immediate effect by giving written notice to the other party if:
- the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- an unsatisfactory credit reference is obtained in respect of the Customer.
- Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- If the Contract is terminated under this Clause 10, the Company at its discretion, may refund money which it deems appropriate having taken account of the work and Services provided.
- Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on or by the due date for payment, the Customer becomes subject to any of the events listed in this clause or the Company reasonably believes that the Customer is about to become subject to any of them.
- Consequences of Termination
- Subject to the contents contained in clause, on termination of the Contract:
- the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- any deposit that the Customer has paid will be forfeit to the Supplier.
- the Customer shall return all of the Company Materials or Goods which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- 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.
- 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.
Subject to Clause 4.10, any variation to the Contract must be agreed in writing by both parties with only a Director for the Supplier having authorisation to agree any Variation.
- Alternative Dispute Resolution
If any dispute arises in connection with the Contract, Services or these Terms and Conditions, the parties are obliged to attempt in the first instance to settle any dispute by way of Alternative Dispute Resolution.
- FORCE MAJEURE
Neither party shall be in breach of Contract nor liable for any delay in performing or failure to perform any of its obligations under the Contract if such a delay or failure result from event circumstances or causes beyond its reasonable control.
- Assignment and other dealings
- The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer 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 the prior written consent of the Company.
- Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a Company) or its principal place of business (in any other case); or
- to the Company’s registered office
- Any notice or communication shall be deemed to have been received:
- If delivered by hand, on signature of a delivery receipt; or
- 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.
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.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- 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.
- Entire agreement
- 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.
- 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
- Third Party rights.
- 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.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Governing law and Jurisdiction
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 in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales 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.