TERMS AND CONDITIONS OF CONTRACT


Application and entire agreement

1.These Terms and Conditions apply to the provision of the service detailed in our estimate (Services) by William Beaumont LLP (or us) to the person buying the service (you).

2.You are deemed to have accepted these Terms and Conditions when you accept our estimate or from the date of any performance of the Service (whichever happens earlier) and these Terms and Conditions and our estimate (the Contract) are the entire agreement between us.

3.You acknowledge that you have relied on any statement, promise or representation made or given by or on our behalf.  These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice, authorised body or course of dealing.


Interpretation

4a.      A ”man day” means any day other than a Saturday, Sunday or bank holiday.

           Normal working hours, unless otherwise agreed in writing, are 8am to 4.30pm.

4b.       “Out of hours” means any other time other than a “man day”.

5.The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6.Words imparting the singular number shall include the plural and vice-versa.


Services

10.You must obtain any permission, consent, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

11.If you do not comply with clause 10, we can terminate the Services.

12.We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations)




Fees


13.The fee (Fees) for the Services are set out in the estimate and are on a time and materials basis.

14.In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,  b) the cost of services provided by third parties/sub-contractors and required by us for the performance of the Services, c) the cost of any materials required for the provision of the Services and d) wasted time at applicable rate by delay or failure by you to provide a safe and clear working area.

15.You must pay us for any additional services provided by us that are not specified in the estimate in accordance with our current, applicable rate in effect at the time of performance.  The provisions of clause 14 also apply to these additional services.

16.The Fees of any applicable VAT and other taxes or levies which are imposed or charged to us by any competent authority.


Cancellation and amendment


17.We can withdraw, cancel or amend an estimate if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the estimate, (unless the estimate has been withdrawn).

18a.We can cancel an order for any reason prior to your acceptance (or rejection) of the estimate.

18b.You can cancel an order prior to your acceptance or rejection of the estimate. Should work have been started we can recover from you the cost of any materials used and time incurred at an applicable rate.

19.If you want to amend any details of the Services you must tell us in writing as soon as possible.  We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

20.If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately.  We will use reasonable endeavours to keep any such changes to a minimum.






Payment


21.We will invoice you for payment of the Fees either:

1. When we have completed the Service; or

2.On the invoice dates set out in the estimate or programme of works.


22.You must pay the Fees due within 30 Days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

23.Time for payment shall be of the essence of the Contract.

24.Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 40% per annum above the base lending rate of the Bank of England on the amount of the outstanding until payment is received in full, calculated daily and compounded.

25.All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

26.If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

27.Receipts for payments will be issued by us only at your request.

28.All payments must be made in full unless otherwise agreed in writing between us.


Sub-Contracting and assignment


29.We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligation to any third party.

30.You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligation under these Terms and Conditions, including without our prior written consent, assign, transfer, charge or sub-contract any services we are set to provide in our estimate to you.






 

Termination


31.We can terminate the provision of the Service immediately if you:

a) commit a material breach of your obligations under these Terms and

   Conditions ; or

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

    Payment; or

c)  are or become or, in our reasonable opinion, are about to become, the  

     subject of a bankruptcy order or take advantage of any other statutory

     provision for the relief of insolvent debtor; or

d)  enter into a voluntary arrangement under Part 1 of the Insolvency Act

     1986, or any other scheme or arrangement is made with its creditors; or

e)  convene any meeting of your creditors, enter into voluntary or

    compulsory liquidation, have a receiver, manager, administrator or

    administrative receiver appointed in respect of your assets or under-

    takings or any part of them, any documents are filed with the court for

    the appointment of an administrator in respect of you, notice of

    Intention to appoint an administrator is given by you or any of your

    directors or by a qualifying floating charge holder (as defined in para.

    14 of Schedule B1 of the Insolvency Act 1986), a resolution is

    passed or petition presented to any court for your winding up or for the

    granting of an administration order in respect of you, or any proceedings

   are commenced relating to your insolvency or possible insolvency.



Intellectual property


32.We reserve all copyright and any other intellectual property rights which may subsist in any goods or literature supplied or in connection with the provision of the Services.  We reserve the right to take any appropriate action to restrain or prevent infringement of such intellectual property rights.



Liability and indemnity


33.Our liability under these Terms and Conditions, and in breach of statutory duty, and in torr or misrepresentation or otherwise, shall be limited as set out in this clause.

34.The total amount of our liability is limited to the total amount of Fees and interest payable by you under the Contract.



 

35.We are not liable (whether caused by our employees, agents, sub-contractors or otherwise) in connection with our provision of the Services or the performance of any of our obligations under these Terms and Conditions or the estimate for:

  

a)   any indirect, special or consequential loss, damage, costs, or expenses;

     or;

b)  any loss of profits; loss of anticipated profits; loss of business, loss of data;

    loss of reputation or goodwill; business interruption; or, other third party    

    claims; or

c)  any failure to perform any of our obligations if such delay or failure is due

     to any cause beyond our reasonable control; or

d)  any losses arising directly or indirectly by any failure of your breach in

     relation to your obligations; or

e)  any losses arising directly or indirectly from the choice of Services and

     how they will meet your requirements or your use of the services or

     any  goods supplied in connection with the Services.


36.You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment or vehicles (including that belonging to third parties) caused by you or your agents or employees.

37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit  liability.


Circumstances beyond a party’s control


39.All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised office of that party).

40.Notices shall be deemed to have been duly given;


a)   when delivered and signed for, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient.

               

b)  when sent, if transmitted by email and successful transmission report.

 

41.All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.

 



No waiver


42.No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.


Severance


43.If one or more of  these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).


Law and jurisdiction


44.The Terms and Conditions are governed by and interpreted according to English law.  All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.


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