VIKING HEATING AND PLUMBING LIMITED

TERMS & CONDITIONS

1.  THESE TERMS  

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are Goods or Services.

1.2 Why you should read them. Please read these terms carefully before you sign the acceptance form supplied with your quotation. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. 

2.  INFORMATION ABOUT US AND HOW TO CONTACT US  

2.1 Who we are. We/us/our (all references relate to) are Viking Heating and Plumbing Limited a company incorporated in England and Wales (company number 13369238), whose registered office is at 134 London Road, Southborough, Tunbridge Wells, England, TN4 0PL.

2.2 How to contact us. You can contact us by telephoning our customer service team at 01892 322988 or by writing to us at info@viking-heating.com.

2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3.  OUR CONTRACT WITH YOU  

3.1 How we will accept your order. Our acceptance of your order will take place when, following your written or verbal acceptance of our proposal or estimate, we tell you that we are able to provide you with the Goods and/or Services, at which point a contract will come into existence between you and us. Please note that the prices shown are valid for a period of 30 days from the date of the original Proposal or Estimate. We reserve the right to increase our Proposal or Estimate if the cost of Goods and Materials increase. 

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Goods and/or Services. This might be because products are out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 Sales literature and website.  Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues, brochures or on our website or social media platforms 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. 

3.4 Designs and drawings. Any specifications, drawings, dimensions etc., are intended as a guide only. Whilst we take as much care as possible when preparing them, they may include errors and/or inaccuracies and their content is not binding upon us in any way. We reserve the right to withdraw ranges and models that have been replaced by improved or amended designs. 

3.5 Working Hours. We will carry out work during our normal business hours which are 8:00am-17:00pm, Monday to Friday (excluding Bank Holidays). We may be able to work outside our normal Business hours at an additional charge. 

3.6 Your order number. We will assign an order reference to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.7 Allowing us to commence work immediately. By accepting these terms and entering this contract, you expressly agree (where applicable) to waive any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which permit you a 14 day ‘cooling off’ period. By doing so this will allow us to commence work immediately. 

4.  OUR GOODS 

4.1 Goods may vary slightly from their pictures. The images of the products in our brochure, social media platforms or on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or the printed pictures in brochures accurately reflect the colour of the products. Your product may vary slightly from those images. 

4.2 Quality of Goods. We warrant that on delivery, the Goods shall:

(a)  conform with their description and any applicable Goods Specification;

(b)  be free from material defects in design, material, and workmanship;

(c)  be of satisfactory quality (within the meaning of the Consumer Rights Act 2015);

(d)  have the benefit of the Manufacturer’s Warranty/Guarantee (please note that we will register any boiler or heat pump warranty, but it is your obligation for all other Goods and Materials). 

4.3 Replacement Goods. Subject to Clause 4.6, we shall, at our option, replace the defective Goods if:

(a)  you give notice in writing within 7 days of receipt of the Goods;

(b)  we are given a reasonable opportunity of examining such Goods; and

(c)  you (if asked to do so by us) return such Goods to our place of business at your cost if you have changed your mind.

4.4 Liability for Goods. We shall not be liable for the Goods’ failure to comply with the terms of Clause 4.3 if:

(a)  you make any further use of such Goods after giving a notice in accordance with Clause 4.3;

(b)  the defect arises because you failed to follow our or the Manufacturers verbal or written instructions as to the use or maintenance of the Goods or (if there are none) good trade practice;

(c)  you alter or amend the Goods without our written consent;

(d)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

(e)  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

4.5 Except as provided in this Clause 4, we shall have no liability to you in respect of the Goods’ failure to comply with the terms set out in Clause 4.2.

4.6 When you become responsible for the Goods. The Goods and materials and their risk will be your responsibility from the time we deliver them to the address you gave us.

4.7 When you own Goods. The title to the Goods and materials shall not pass to you until we have received payment in full (in cash or cleared funds).

4.8 Legal title to the Goods. Until title to the goods has passed to you, (where necessary) you shall:

(a) store the goods separately from all other goods held by you 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;

(d) give us such information relating to the Goods as we may require from time to time.

4.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.

5.  YOUR RIGHTS TO MAKE CHANGES  

5.1 If you wish to make a change to the Goods and Materials you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6.  OUR RIGHTS TO MAKE CHANGES  

6.1 Minor changes to the Goods. We reserve the right to change the Goods:

(a)  to reflect changes in relevant laws and regulatory requirements; and

(b)  to implement minor technical adjustments and improvements.

7.  SUPPLY OF SERVICES  

7.1 These Terms and Conditions apply to the following Goods and Services, provided by the us:

  • Boilers;
  • Heating;
  • Plumbing;
  • Heat Pumps. 

7.2 When we will provide the Goods and Services. During the order process we will let you know when we will provide the Goods and Services to you. Please note that we reserve the right to change this date at our discretion and will notify you should this be necessary. 

7.3 We are not responsible for delays. We will use reasonable endeavours to ensure that the agreed works commence on time. If our supply of the Goods and Services is delayed by an event outside our control or otherwise, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable non-attendance or late attendance on site, or for the late or non-delivery of Goods and Materials or for any direct or indirect loss caused by such delays or non-attendance. If any such delay is due to any cause beyond our reasonable control, and we will be entitled to a reasonable extension of the time for performing such obligations.

7.4 Collection of Goods and Materials. Collection of non-stock items is chargeable to you, however, please note the following:

  • time taken will be kept to a minimum and within reason and should not exceed 45 minutes;
  • in the event of unforeseen circumstances meaning the collection time is likely to exceed 45 minutes, you will receive prior notification of the reason;
  • only one tradesperson is permitted to leave the job to collect required Goods/Materials.

7.5 Goods and Materials provided by you. We prefer to supply our own Goods and Materials in order to ensure that we meet your expectations of high quality, trouble-free installation, or repair. We apply a markup to the Goods and Materials we supply. This markup covers a whole range of ancillary services, which we appreciate may not always be uppermost in your mind when comparing quotes.


We appreciate that you may wish to obtain Goods and Materials yourself and request us to fit/install them, as you believe it will allow you a saving. Whilst we are prepared to work with you in this way, we must point out that based upon our experience that there are potential pitfalls in working in this way which can be hidden and where “saving money” may turn out to be a more expensive option. We regret that we are not able to accept any costs arising from delays, faults, incomparability, or other problems arising from materials not supplied by ourselves.

We will only provide genuine, high-quality Goods and Materials and parts from reputable suppliers who offer enforceable warranties and who have a track record of supplying good service. We do not buy from online auction and/or refurbished parts sites, all materials are brand new and of first quality. In our experience, this greatly reduces project delays, stress, and worry.


The table below illustrates some of the issues that our experience suggests may arise, and what the cost implications might be to you.

ServiceIf we supply materialsIf you supply materials
Advice on suitability and Compatibility with existingSystem/installationFree and comprehensiveChargeable at our standard hourly rate, Within the limitations of the information you provide
Ordering and collection of materials/partsFreeYour responsibility
Dealing with supplier in the event of any problemsFreeYour responsibility
Delays caused by late orfaulty materialsFreeLabour charged at our standard hourly rate in addition to project quotation
Attendance to deal with any faulty items duringnormal hoursFreeChargeable at our standard hourly rate.
Attendance to deal with any faulty items out of normal hours in an EmergencyFreeChargeable at our out-of-hours rate.
Refitting costs of any faultyitem replaced underwarrantyFreeChargeable at our standard hourly rate.
Any damage to carpets, ceilings and/or any other fabric of the building due to product failureWe deal with suppliers, other trades, and insurance companies on your BehalfYour responsibility

7.6 Access and Making Good Disclaimer. Please ensure that all working areas are clear of obstructions and fully accessible. This includes, but is not limited to, moving furniture, appliances, valuables, and personal items that may obstruct access to the work area.  

Please note:  

  • If areas are not cleared prior to our arrival, our team may need to spend additional time moving items to facilitate access. This will incur an additional charge to cover the time and effort required;
  • Although we will take the utmost care while working, in some cases, we may need to create access to carry out our work (e.g., cutting into walls, floors, or other structures). Such access may result in disruption to the existing area;
  • We are not responsible for “making good” after completing the work. This includes any cosmetic repairs, such as plastering, painting, or redecoration, required as a result of accessing pipes, valves, or other components.  

7.7 Disruption. Providing our Services can potentially cause disruption. Unless we are directly responsible for it, we will not be liable for loss or damage to your property (including any cleaning needed) or any other type of loss. 

7.8 Additional work requested by you. Our team is there to carry out the work that has been quoted and agreed with you. If you require any additional Goods or Services, in addition to what we originally quoted for, please notify us and we will advise you of the additional fees involved (which will be on an hourly rate basis for labour).  

7.9 Additional unforeseen or unknown work. We strive to provide accurate and comprehensive estimates and proposals based on the information available at the time of inspection or consultation. In some circumstances, it may arise that additional works are required that were not included in the original estimate or proposal which we will not discover until works have commenced. If any further works, Good or Materials which are not explicitly stated in the original estimate or proposal but are deemed necessary during the course of the works we will notify you of the additional charges. Please note that the additional works (including Goods and Materials) will only be conducted upon your approval or request, unless they are essential for safety or compliance reasons, in which case you will be notified as soon as practicable.  

7.10 Other reasons for price variation. We will do our best to complete the work and provide the Goods and Materials for the quoted (in the estimate or proposal) amount, however, in some circumstances additional costs may need to be incurred. These are as follows:

  • If, after submission of the estimate or proposal, there is an increase in the price of materials;
  • If, after submission of the estimate or proposal, it is discovered that there was a manifest error when the estimate or proposal was prepared;
  • It is a requirement of a detailed Insurance Report (in addition to the estimate or proposal and invoice) may incur additional charges.

We will not be under any obligation to provide an estimate or proposal to you and will only be bound by estimates or proposal given in writing to you and distributed by an authorised representative. We will not be bound by any estimates given orally or in which manifest errors occur.

7.11 System Flush. System flushing is the fastest and most effective way to clean heating systems and involves minimal disruption and dismantling. We use purpose-built power flushing pumps/mains flushing units/MagnaCleanse units designed to cure the circulation and boiler noise problems caused by accumulations of sludge, corrosion deposits and scale which are found in most ageing central heating systems. The flushing unit is temporarily connected to a heating system during the process. The high water velocity, and/or pressures combined with instantaneous flow reversal, will dislodge, and mobilise sludge and corrosion deposits.

Whilst these occurrences are very rare, you need to be aware that:

  • a system flush can be extremely effective in cleaning systems that have corrosive problems, but not as a result of a design fault. We strongly recommend that any such design faults be rectified before flushing commences. The success of a flush will depend on the level of heating system corrosion which has occurred beforehand. The process will cure most circulation problems, but cannot undo the corrosion and gradual decay that has led to the need to flush the system;
  • whilst it is rare for a heating system to experience leaks after the flush process, it is not possible to inspect a system internally beforehand, and the need to use a flushing and dispersing chemical for effective cleansing means that occasionally we may find a leak. The advanced stage of corrosion required for such a situation means that the leak would have occurred imminently even without a flush. We believe that it is better that it occurs whilst we are present to remedy the problem, rather than for it to arise over a weekend or whilst the house is unoccupied;
  • systems which have been neglected over some time, or have not been treated with an effective corrosion inhibitor, may have severely compacted corrosion debris, in the pipework, radiators, or boiler, and it is possible that even after the flush, some radiators may still not be fully effective, or boilers on the margin of failure may cease working due to sludge and debris later breaking loose and collecting in the heat exchanger;
  • the prices quoted allows for the flush only, and if any of the above or further problems arise during or after the flush then any additional work required would be carried out at an additional cost.

7.12 Emergency and Out-of-Hours Call-Out Disclaimer. Our emergency and out-of-hours (OOH) call-out service is designed to reinstate essential services and protect life and property only. Please note that this service is available at the following times:  

  • Weekdays: 17:00pm to 8:00am; 
  • Weekends and Bank Holidays.

During any such call-out, we will endeavour to identify, repair, or make the situation safe. Please however note that the following will apply:  

  • The call-out fee is non-refundable, regardless of whether a full repair is completed or not; 
  • Repairs are not guaranteed during an emergency visit; only temporary measures may be implemented to ensure safety and minimise any immediate risk;  
  • Should we carry out a temporary repair and advise on a future repair that you choose not to proceed with, the temporary repair will not be covered under our terms and conditions or warranty;
  • Any follow-up work required will be scheduled separately and is subject to additional charges.  

By requesting an emergency or OOH call-out, you acknowledge and accept the specifics of this Service as stated above.   

7.13 Pre-Existing Wear and Tear. Due to the nature of our work, it is often necessary for us to open and close valves, as well as removing and refitting components, to gain access to plumbing and heating installations. While we take every precaution during these procedures, we cannot be held liable for issues that arise due to pre-existing wear and tear or lack of regular maintenance, such as:  

  • Valves failing to shut off properly or developing leaks (e.g., from the gland) due to being unused, worn, or aged; or
  • Components, such as O-rings or seals, failing upon refitting due to brittleness, degradation, or prior damage.  

These issues are inherent risks when working on older systems or components that have not been regularly maintained or moved. Should such issues occur, any additional work or replacement parts required will be chargeable.  

By agreeing to our services, you acknowledge and accept this limitation of liability and potential additional fees which you may incur.  

7.14 Pets Disclaimer. If you have pets, it is your responsibility to ensure the security and safety of your pets during any visits or during periods of work being carried out by our employees, agents, consultants, and subcontractors. To prevent accidents, delays, or harm to pets or our team, please ensure that pets are secured in a safe and separate area before and during our visit.  

Our employees, agents, consultants, and subcontractors cannot accept responsibility for the security or safety of pets while on your premises, which remain solely your liability.

7.15 Storage. If we ask you to store any goods or materials whilst the work is ongoing, you are required to oblige and ensure that these are kept in a suitably safe and dry place.

7.16 Satisfaction. We are committed to providing professional, top quality service to you. If, following the agreed work being carried out, you are not wholly satisfied with our service(s) you must provide us with written notice within 12 months. You must allow us, and where applicable our insurers, the opportunity to both inspect and carry out remedial work where appropriate. If you fail to notify us, as outlined above, then we will not be liable in respect of any defects in the work carried out.

7.17 Workmanship Guarantee. We will provide a 12-month Workmanship Guarantee, on labour carried out by us in respect of faulty workmanship only. This commences from the date of completion of the Services and is in addition to any manufacturer’s warranty/warranties.

Please note that the guarantee will become null & void if the work/installation completed by us is:

  • subject to misuse or negligence;
  • due to fair wear and tear;
  • repaired, modified, or tampered with by anyone other than us (we will accept no liability).

We will not guarantee any work in respect of:

  • blockages in waste or drainage systems;
  • any work undertaken on instruction from you and against our written or verbal advice.

Work is only guaranteed in respect of work directly undertaken by us and full payment having been made. Any non-related faults arising from recommended work which has not been undertaken by us will not be guaranteed.

Where we agree to carry out work on installations of inferior quality (or over ten years old) no warranty is given in respect of such work and we accept no liability in respect of the effectiveness of such work or otherwise.

8. YOUR OBLIGATIONS UNDER THE CONTRACT

8.1 Additional Obligations. In addition to any, and all other obligations within this contract, you shall:

(a)  ensure that the terms of the order and any information it provides in (in relation to the Goods and Services to be provided) are complete and accurate;

(b)  co-operate with us in all matters relating to the Goods and Services;

(c)  provide us, our employees, agents, consultants, and subcontractors, with full and clear access to the location where the Goods and Services are to be supplied and other facilities as reasonably required by the us;

(d)  provide us with such information and materials as we may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and Services before the date on which we start; 

(f) notify us of anything which may present a hazard or danger to anyone carrying out work in your property;

(g) provide us with access to the supply of mains electricity, gas, and water at the location; 

(h) provide us with use of a toilet on site;

(i) provide us with parking within 20 metres of the works site. If a parking permit is required to park within the area, you will be liable for the cost of the same and any parking charges that we may reasonably incur; 

(j) where applicable, keep all materials, equipment, documents, and other property of ours (Supplier Materials) at your premises in safe custody at its own risk, maintain these Goods and Materials in good condition until returned to us, and not dispose of or use the goods and Materials other than in accordance with our written instructions or authorisation;

(k) comply with all applicable laws, including health and safety laws.

8.2 Customer default. If our performance of any of our obligations under the contract are prevented or delayed by any act or omission by you or your agents, sub-contractors, or employees, or by failure by you to perform any relevant obligation, then:

(a)  without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays our performance of any of its obligations;

(b)  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 your obligations as set out in this Clause 8.2;

(c)  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.  IF THERE IS A PROBLEM WITH THE GOODS OR SERVICES 

9.1 How to tell us about problems. If you have any questions or complaints about the goods or services, please contact us. You can telephone our customer service team at 01892 322988 or by writing to us at info@viking-heating.com.

9.2 Summary of your legal rights. We are under a legal duty to supply goods and materials that are in conformity with this contract. Nothing in these terms will affect your legal rights. 

9.3 Your obligation to return rejected goods. If you wish to exercise your legal rights to reject goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection unless you have changed your mind, in which case you will be liable for the cost.

10.  PRICE AND PAYMENT  

10.1 The Price and Payment for goods and services. 

  • the charges shall be calculated on a time and material basis, with specific details stipulated in the proposal or estimate and payment will be required in accordance with Clause 10.1(b);
  • the fees for the agreed Goods and/or Services (specific details will be provided within the proposal or estimate) will be charged in the following manner: 
  • 50% deposit payable at point of order and required before your booking will be confirmed;
  • 50% payable upon completion, payable immediately while we are still on site, by way of debit or credit card or cash. Please note that we will not provide an invoice for you to pay at a later date.

Please note that we do reserve the right to charge in full in advance. We will notify you in such circumstances.

10.2 Hourly rate work. The total charge to you will consist of the cost(s) of:

  • Labour (the amount of time spent by us carrying out the work) including all reasonable time spent in obtaining non-stocked materials, charged in accordance with our current hourly rates; 
  • Goods and Materials supplied by us (not exceeding the trade purchase price of materials +25% markup).

You will only be charged for the time spent related to your work. All other time, i.e. lunch breaks, is non-chargeable. All charges are inclusive of VAT at the prevailing rate, unless stated, except in cases where the work carried out is zero rated.

10.3 Where to submit payment. You shall pay each invoice or payment request submitted by us in full and in cleared funds by card payment or to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract. 

10.4 VAT. All amounts payable by you under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Please note that prices are subject to change if rates change. 

10.5 Cancellation. Please note that if you cancel at any point prior to us commencing the agreed works, you will be liable to pay the following cancellation fees:

  • Same day call outs – if you cancel on the day of booking a same day call out, you will be required to pay in full. If we have received the payment in advance this will be retained;
  • All other types of work – if you cancel at any time after booking (and prior to works commencement) you will be liable to pay a cancellation fee of 50% of the agreed works order. In such circumstances we will retain the Deposit payment, as the cancellation fee. If no such payment has been received, we will issue an invoice which will be payable immediately. 

10.6 Rearranging the scheduled commencement date. Please note that if you wish to rearrange the agreed works commencement date with less than 48 hours’ notice, you will be liable to pay a fee of £250.00 to do so. Please note that fee applies to works with a value in excess of £2,000.00. 

10.7 Late payment. If you fail to make a payment due to us under the Contract by the due date, then, without limiting the our remedies under Clause 12, you 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 10.7 will accrue each day at 4% for Consumers and 8% for Businesses (including sole traders) a year above the Bank of England’s base rate from time to time, but at 4% or 8% a year for any period when that base rate is below 0%.

10.8 Debt Recovery and Legal Fees. Under the terms of this agreement, you agree to pay any and all legal costs, fees and disbursements incurred by us instructing Debt Recovery agents or legal representatives to recover outstanding sums owed under the contract, or any disputes which may arise. 

10.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.  OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU  

11.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987.

11.3 Further limitations of our potential liability to you. Subject to the terms of Clause 11.2, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: 

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data, or information;

(f) any pre-existing issues;

(g) any issues arising from you failing to take our advice on the agreed works or additional recommended works which will benefit the agreed works;

(h) any damage or loss caused by other Contractors or tradespeople which you have instructed;

(i) any hazardous situation in respect of the Gas Safe Regulations or any Gas Warning Notice issued by us. Our employees, subcontractors and agents operate under their own individual Gas Safe Registration and, as such, are solely responsible for any gas related work and subsequent liability;

(j) loss of or damage to goodwill; and

(k) any indirect or consequential loss.

11.4 Our total liability. Subject to Clause 11.3 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

11.5 Exclusion. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.6 Claims. All claims against us must be brought within one 1 year after the cause of action arises and you agree to waive any statute of limitations which might apply by operation of law or otherwise.

11.7 This Clause 11 shall survive termination of the Contract.

12. ENDING THE CONTRACT  

12.1 Your rights to end the contract before works commence. Without affecting any other right or remedy available to it, you may terminate the contract prior to the agreed works commencement date by giving us written notice. Please note that you will be liable for the Cancellation Fee in accordance with Clause 10.5.

12.2 Your rights to end the contract after work has commenced. Without affecting any other right or remedy available to it, you may terminate the Contract by providing us immediate written notice if:

(a)  we commit a material breach of our obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days, after receipt of notice in writing to do so;

(b)  we take 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), 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;

(c) we suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of our business.

12.3 Our rights to end the contract before works commence. Without affecting any other right or remedy available to it, we may terminate the contract prior to agreed works commencing by giving you written notice. Please note that in these circumstances we will refund any advanced fee paid.

12.4 Our rights to end the contract. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving you written notice if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 24 hours of being notified in writing to do so;

(b) fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with entering bankruptcy, administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;

(d) (where applicable) you suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

(f) (where applicable) there is a change of control of your business.

12.5 Suspension of services. Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between us, if the you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in Clause 12.4(c) to Clause 12.4(f), or we reasonably believes that you are about to become subject to any of them.

13.  CONSEQUENCES OF ENDING THE CONTRACT 

13.1 What happens if the contract is ended early. On ending the Contract:

  • If work has commenced, we will retain any advanced payment received and you will also be liable to pay for any further works and Goods, Products and Materials used/fitted up to the point of termination. In respect of any Goods, Products, Materials and Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
  • you shall return all of our Goods and Materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or 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.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14.  DATA PROTECTION & PROCESSING  

14.1 We both acknowledge that for the purposes of General Data Protection Regulation (GDPR), that you are the Data Controller, and we are the Data Processor in respect of any Personal Data.

14.2 We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the you.

14.3 We will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the Data controller has made available to it.

14.4 We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data.

14.5 We both warrant to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

14.6 We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will:

(a)  take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

  • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and
  • the nature of the data to be protected. 

(b)  take reasonable steps to ensure compliance with those measures.

14.7 We both agree to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 14.

14.8 You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.

14.9 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15.  OTHER IMPORTANT TERMS  

15.1 Intellectual Property Rights   

(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

(b) You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. 

15.2 Force Majeure. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control..

15.3 Assignment and other dealings

(a)  We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of our rights and obligations under the Contract.

(b)  You shall not assign, transfer, subcontract, delegate, or deal in any other manner with any of your rights and obligations under the Contract. 

15.4 Notices

(a)  Any notice or other communication 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 at its principal place of business; or sent by email to the address specified in the proposal, estimate or order.

(b)  Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

(c)  This clause does not apply to the service of any proceedings or other documents in any legal. 

15.5 Severance. 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.

15.6 Waiver. 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 breach or default. 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.

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.

15.8 Entire agreement.

(a)  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.

(b)  Each party acknowledges that in entering 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.

(c)  Nothing in this clause shall limit or exclude any liability for fraud.

15.9 Third parties’ rights. 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.

15.10 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

15.11 Governing law. 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.

15.12 Jurisdiction. 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.

Drafted by MJL Law Limited 07/01/2025, version 1.