- Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider’s services shall be governed by these Terms and Conditions, The Customer agrees that any use of the Provider Services advertised through Pressure Jet Solutions Website (including Placing a a order for services by telephone, email, social media platforms, website or any other method of contact) shall constitute the customer acceptance of theses Terms and Conditions, The Provider may ask the consumer Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services;
In these Terms and Conditions, except to the extent expressly provided otherwise:
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Charges” means the following amounts:
(a) If the Customer is a not a consumer the charge is the amounts specified in Section 5 of the Statement of Work; or
(b) If the Customer is a consumer the charge is the amount agreed by the Provider and the Customers the amounts specified in Quotation;
(b) such amounts as may be agreed in writing by the parties from time to time; and
(c) Amounts calculated is based on the Service, Location, Size of Area, Size of property, overall conditions, method of cleaning, costs of Expenses, And by the time spent by the Provider’s personnel performing the Services, as notified by the Provider to the Customer before the date of the Contract;
(d) The Charges is per service provided by Pressure Jet Solutions
“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer, The Customer agrees to use the Provider Services shall constitute the customer acceptance of theses Terms and Conditions and contract,
“Customer” means either the person or persons booking any Services with the Provider or the person or entity identified as such in Section 1 of the Statement of Work,
“Customer Confidential Information” means any information disclosed by the Customer to the Provider during the Term (whether disclosed in writing, orally or otherwise) that, at the time of disclosure, was marked as confidential, was described by the Customer as confidential, or should have been reasonably understood by the Provider to be confidential;
“Customer Premises” means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Provider shall provide Services;
“Customer Representatives” means either the person or persons booking any Services with the Provider or the person or persons identified as such in Section 6 of the Statement of Work, and any additional or replacement persons that may be appointed by the Customer giving to the Provider written notice of the appointment;
“Effective Date” means either the execution date Provider gives the Customer (whether disclosed in writing, orally or otherwise) or the date of execution of a Statement of Work incorporating these Terms and Conditions;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Minimum Term” means the following:
(a) the Customer has booked a Service for Schedule Cleaning the period of 12 months beginning on the Effective in respect of the Contract; or
(b) The Customer has booked a Service as a “One of Clean”, the Term comes into force in accordance with Clause 2.1 and ending in accordance with Clause 2.2; or
(c) the period specified in the Section 2 of the Statement of Work, in respect of the Contract;
“Provider” means Pressure Jet Solutions a company incorporated in England having its principal place of business at 39 Lichfield Avenue, Ronkswood, Worcester, WR5 1NW;
“Provider Representatives” means either the Customer, person or persons booking any Services with the Provider or the person or persons identified as such in Section 6 of the Statement of Work, and any additional or replacement persons that may be appointed by the Provider giving to the Customer written notice of the appointment;
“Services” means the Service the Customer as booked when Placing a order with the provider; or the service specified in Section 3 of the Statement of Work, All services would be quoted separately ;
“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties; Customer placing an order via telephone, fax, website, or any other method, this will constitute the Customer’s acceptance of the Terms and Conditions;
“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time.
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until:
(a) all the Services have been completed; and
(b) all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to termination in accordance with Clause 18.
2.3 Unless the parties expressly agree otherwise in writing, each Quantitation for the Service or the Statement of Work shall create a distinct contract under these Terms and Conditions.
3.1 The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.
3.2 The Provider shall provide the Services with reasonable skill and care.
3.3 If the Customer believes that any element of the Services does not meet the standard specified in Clause 3.2, then the Customer must promptly notify the Provider within 48 hours of completed service and allow the Provider to investigate the matter (including where applicable allowing the Provider to inspect the results of those Services) and, if those Services do not meet that standard, re-perform those Services. If the Customer believes that the Provider or any workers of the Provider has not been professional in any way, this must be reported to the Provider straight away on by email info@Pressurejetsolutions.co.in with in 48 hours. The provide will not deal with complaints after 48 hours from the date the work was completed.
3.4 The Provider shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.
3.5 The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.
3.6 The Customer acknowledges and agrees the provision of the Services may be delayed due to adverse weather conditions. If the provision of the Services is delayed for this reason, the Provider shall use reasonable endeavours to perform the Services as soon as practicable following the end of the adverse weather conditions.
3.7 The Provider Services will be charged individually on services provided;
3.8 Quotation Service
(a) The Provider offer a free quotation Service, The Provider will arrange a date(s) and time(s) with the Customer to visit the Customers Address in order to obtain a Quotation for the Service, The Provider from time to time may ask the the Customer to send photos to enable the Provider to give a Quotation over the phone for the Service;
(b) The Provider will look what needs doing and obtain information from the customer in respect of the Customer needs; At this point the Provider may give the Customer a Quotation, If the Customers agrees with the Quotation, A particular contract is made under theses terms and conditions for the service is agreed, The provider may at times ask the customer for a email address so the Provider can send a written Quotation, Or send the Customer a written Quotation on message.
(c) All quotations are given on the basis of a 30-day acceptance period after which time the quotation may be subject to change;
(d) The Customer agrees that any use of the Provider Services advertised through Pressure Jet Solutions Website (including Placing a a order for services by telephone, email, social media platforms, website or any other method of contact) shall constitute the customer acceptance of theses Terms and Conditions,
3.9.1 Window Cleaning;
(a) The Provider will ask the Customer to stated clearly if the Service requested are intended as a “one of Clean” or “Schedule Clean”, The amount of Charges/Cost to the Customer depends on the intended clean, and other additional conditions, The size of property, amount of windows, location, access, extensions,conservatory.. Price is given by the Provider to the Customer on Quotation;
(b) The Provider will automatically Clean the exterior of window only, If the Customer as not specified otherwise, Interior Clean is charge separate;
(c) The Provider offer 2 methods of window cleaning which is called “pure water fed pole window cleaning” and the traditional window cleaning if the Customers does not express the prefer method of cleaning, The provider would use there own prefer method of pure water fed pole window cleaning;
(d) The Provider do not accept liability for damage caused by decorative or structural defects at your property, such as, but not limited to, ill fitting windows, doors, fascias, guttering, window/conservatory trims, unsecured windows and doors, leaking seals, loose stuck on lead, decorative bars stuck on glass, rotting frames, flaking paint, open/broken trickle vents, etc;
(e) The Provider accept no liability for decorative bars coming loose or falling from the exterior of the glass. If these bars are correctly installed our brushes will not damage them in any way. If they do become loose or fall off it’s because the adhesive is not bonding correctly with the glass. This is because over time the double sided tape used to stick the bars to your glass loses it’s adhesion;
(f) Scratched windows and sills The Provider accept no liability or be held responsible. If you feel that we have caused damage to your glass we will bring over a brush and ask if you can scratch the glass again. If you succeed we will pay to replace the glass.
(g) We will endeavour to clean all windows, but if we deem any windows to be inaccessible or unsafe to clean, we will not clean them;
(h) 48 Hour Guarantee: After we have cleaned your windows the Provider will leave a “Windows Cleaned Today” card or tell the customer. This outlines our 48 hour guarantee. in accordance with Clause 3.3;
(I) First Cleans ( Windows that’s not been cleaned in a long period of time ). We don’t guarantee first cleans As dirt can built up in seals and under sills and leak and left marks. To resolve this problem, have windows cleaned on Scheduled basis.
4.9.2 Conservatory Cleaning
(a) The Provider will not held responsible for leaks, or damage or deflects.
(b) We will endeavour to clean all panels of the conservatory, but if we deem to be inaccessible or unsafe to clean, we will not clean them.
4.9.3 Solar Panel Cleaning
(a) The Provider will ensure not use of chemicals or high pressure will be used to clean The Customer Solar Panels,
(b)The Provider will not held responsible for any damages or defects and scratches cause by cleaning the solar panels, as When solar panels remain dirty for long periods of time, they suffer from modular shading, The Provider can’t see what under the layers of dirt, Bird faeces and lichen.
(c) We will endeavour to clean all Solar panels, but if we deem any panels to be inaccessible or unsafe to clean, we will not clean them
4.9.3 Gutter Clear
(a) The customer must give access to the provider.
(b) The provider may use Ladders when need to unblock gutters.
(c) The customer must ask for photo of before and after, before the provider starts clearing gutters
(d) The Provider from time to may ask to use the customers electric.
(e) As many properties Guttets get blocked and filled with miss for roof, leaves from near trees we can’t Guarantee gutter Will not be blocked again.
4.9.3 Fascia & Soffit Cleaning
(a) The provider will need access to all area where there is Fasica or soffits and gutters.
(b) Marks & Stains, some cases marks or stains may not fully clean up,the provider will attend to clean, but some marks may not come out.
4.9.3 Jet Washing Service
(a) We will endeavour to jet wash all attended areas , but if we deem any area to be inaccessible or unsafe to clean, we will not clean them;
(b) Damages The Provider will not be liable for any damages caused to the surface, or damages to the Customers property, We will not be held responsible to any damages;
(c) The Charges the Customer should pay the Provider for the service When the pressure washing is completed, or within 7 days of invoice;
(d)The Customer water supply must be provided by the Customer for the Provider to carry out this service;
(e) The Provider will clean and rinse down the area to ensure the Customer property was left as clean as it was before the Provider cleaned, The Provider Will ask the Customer to inspect the area before leaving, If the customer is not at the property the Provider will ask the customer to check the area and report any problems within the terms and conditions;
(f) Block Drains, the Provider will ensure when Jet washing that any dirt, Sand will be prevented entering the drainage of the property, If the Drain at the Customers Property is Blocked or Gets block The provider Will not be held liable to unblock the drain, Some Drains in gardens is soak away with don’t connect to the main lines which fills up with water and over time slowly goes away,
4.9.5 Re-Kiln sanding
(a) The Provider offer a service which is called “Block Paving Cleaning & Re-Sanding”, which the cost of Kiln sand and applying the sand in the joints of the block paving is included within the Quotation.
(b) The Provider may purchase the quality of Kiln Sand needed to complete the Customers Surface.
(c) If the Customer don’t require Kiln-Sanding then the Provider will quote for the Service with out the kiln sand this service is called Jet washing,
(d) If the Customer purchases the Kiln-sand, and asks the provider to sweep in the joints. The provider will Charge for sweeping the Kiln sand into the joints of the block paving. Which would be Quoted before hand with Customer.
(a) The Provider offers Re-Pointing to the Customer as an additional Service with has as additional Charges, separate Quotation ;
(b) The Provider Asks the Customer to Purchase the Product Needed to Re-point the Customer Surface, The reason to this is the Provider is protected against lost goods, Damages to Products, also the Product may be delivered to the Customers Address so the Provider don’t need to handle or carry them;
(c) The Provider will ask the customer to research products and check the reviews on any product before placing any order, also to check different color, type, shades of product;
(d) The Provider Will Charge the Customer separately for re-pointing ;
(f) Re-Pointing using sand & Cement can only been applied in good wether conditions, some other method of re-pointing like sweeping compounds can be applied in all weathers
(g) As may Products on the market its not a guaranteed that the surface will stay solid in the joints for any period of time, Over time the Mortar or product used will be affect by the elements of nature, The Provider will not be held reasonable for deflects, damages or any affects of the pointing on the surfaces
(a) The Provider offers Sealing to the Customer as an additional Service with has an a additional Charges for this Service, Separate Quotation;
(b) The Provider Asks the Customer to Purchase the Product to seal the Customer Surface, The reason to this is the Provider is protected against lost goods, Damages to Products, Also the Product may get delivered to the Customers Address so the Provider don’t need to handle or carry them;
(c) The Provider will ask the customer to research products and check the reviews on any product before placing any order, also to check different color, type, shades of product;
(d) The Provider Will Charge the Customer separately for applying the sealant;
(f) Sealant can only be applied in good weather conditions must be right to the manufacture of the product, and applied to the manufacture recommendations, The surface must be Dry and not moist , We recommend the customer to apply sealant in summer months, The reason to this is that is the surface is moist the area of seal can turn white;
(g) As may sealants on the market its not a guaranteed that the surface will be sealed for any period of time, it prolongs it, Over time the sealant like any other item will be affect by the elements of nature, The Provider will not be held reasonable for deflects, damages or any affects of the sealant on the surfaces
4. Services appointment
4.1 The Provider shall provide the Services during appointments commencing on the date(s) and at the time(s) either specified in the Statement of Work or agreed from time to time between the parties in writing.
4.2 The Customer acknowledges that work for other customers may from time to time lead to the Provider’s personnel arriving late for a Services appointment, and agrees that the Provider will not be in breach of the Contract by virtue of the Provider’s personnel being not more than 3 hours late for a Services appointment.
4.3 If a party wishes to reschedule a Services appointment, then that party must give to the other party a written request for such rescheduling at least 5 Business Days before the Services appointment is due to commence. In these circumstances, each party will use all reasonable endeavours to agree an alternative Services appointment.
4.4 The Customer may cancel a Services appointment by giving to the Provider at least 14 days’ written notice of cancellation. If the Customer cancels a Services appointment in accordance with this Clause 4.4, then the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.
4.5 If the Provider is unable to attend a Services appointment by reason of personnel shortage or illness, then providing the Provider has used reasonable endeavours to engage alternative personnel and does not cancel more than 2 consecutive Services appointments, the Provider may by written notice to the Customer cancel the Services appointment, in which case:
(a) the Provider shall not be in breach of these Terms and Conditions or otherwise liable to the Customer in respect of a failure to supply the relevant Services; and
(b) the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.
5. Provider personnel
5.1 The Provider shall ensure that all personnel involved in the provision of the Services:
(a) have been interviewed by the Provider;
(b) have supplied proof of identity and satisfactory references to the Provider;
(c) have been properly trained and are adequately experienced in the provision of the Services; and
(d) hold all necessary qualifications and certifications required for their work in relation to the Services.
6. Customer Premises
6.1 The Customer shall:
(a) promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services;
(b) maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
(c) if the Customer is not a consumer, be responsible for ensuring the health and safety of the Provider’s personnel whilst they are at the Customer Premises;
(d) if the Customer is not a consumer, inform the Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises;
(e) if the Customer is not a consumer, maintain reasonable insurance cover for the Provider’s personnel whilst they are working at the Customer Premises (including reasonable public liability insurance)]; and
(f) ensure that no third party service provider will be working at the Customer Premises during the provision of the Services at the Customer Premises by the Provider.
6.2 If the Customer is not a consumer, then in the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Provider.
6.3 The Provider shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Provider for the purpose of enabling the Provider’s personnel to enter and work at the Customer Premises.
7. Customer obligations
7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Provider to perform its obligations under the Contract.
7.2 The Customer must provide to the Provider access to a water supply, a waste water disposal facility, a mains electricity supply and toilet facilities.
8.1 The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in the Contract will be given by a Customer Representative to a Provider Representative, and the Provider:
(a) may treat all such instructions as the fully authorised instructions of the Customer; and
(b) must not comply with any other instructions in relation to that subject matter.
9.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
9.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Service performed in breach of this Clause 9.2.
9.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes but otherwise exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
9.4 The Provider may elect to vary [any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 9.4 (or, if no such variation has occurred, since the date of execution of the Contract), in the Retail Prices Index (all items) published by the UK Office for National Statistics.
10.1 The Provider must:
(a) ensure that the personnel providing Services the Charges for which will be based initially on service in the performance of those Services complete reasonably detailed records of their time spent providing those Services; and
(b) retain such records during the Term, and for a period of at least 12 months following the end of the Term.
10.2 Within 10 Business Days following receipt of a written request, the Provider shall supply to the Customer copies of such of the timesheets referred to in Clause 10.1 and in the Provider’s possession or control as the Customer may specify in that written request.
11.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term OR on or after the invoicing dates set out in Section 5 of the Statement of Work OR at any time after the relevant Service have been completed to the Customer
11.2 The Customer is not a consumer the Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 11. If charges exceed 90 days the Provider is forced to pass on the debt to their legal team accordance with Clause 11.6
11.3 The Customer is a consumer the Customer must pay the Charges to the Provider on the day of the service, The provider will issue of an invoice in accordance with this Clause 11. If charges exceed 30 days the Provider is forced to pass on the debt to their legal team accordance with Clause 11.6
11.4 The Customer must pay the Charges by [debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Customer from time to time).
11.5 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) if the Customer is not a consumer, claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
11.6 This Clause 11.6 shall continue in force if the Customer exceeds the period of time to pay the charges accordance with Clause 11.2 and 11.3 or the Customer Refuse to pay clause 11.7, The provider will not chase payments any Customer that as not paid the charges, The Provider is forced to pass the debt to their debt recovery team. At this stage the Debt Recovery team will handle all unpaid charges, an immediate administrative fee of £25 + VAT amount is added to the owed amount. If after initiating legal procedures the debt is not settled immediately, all resulting legal fees of the Provider or Debt recovery team will be claimed from the debtor, should the court rule in favour of the Provider
11.7 If the Customer at any time of the agreement of the terms and conditions tells the Provider that they refuse to pay or not paying for the service with as been quoted the clause 11.6, be in force at this time.
12. Provider’s confidentiality obligations
12.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider OR no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Customer Confidential Information.
12.2 Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
12.3 This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
12.4 The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
12.5 The provisions of this Clause 12 shall continue for a period of 5 years following the termination of the Contract, at the end of which period they will cease to have effect.
13. Distance and off-premises contracts: cancellation right
13.1 This Clause 13 applies if and only if the Customer enters into the Contract with the Provider as a consumer – that is, as an individual acting wholly or mainly outside the Customer’s trade, business, craft or profession – where the Contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
13.2 The Customer may withdraw an offer to enter into the Contract with the Provider at any time; and the Customer may cancel the Contract entered into with the Provider at any time within the period:
(a) beginning when the Contract was entered into; and
(b) ending at the end of 14 days after the day on which the Contract was entered into, subject to Clause 13.3. The Customer does not have to give any reason for the withdrawal or cancellation.
13.3 The Customer agrees that the Provider may begin the provision of services before the expiry of the period referred to in Clause 13.2, and the Customer acknowledges that, if the Provider does begin the provision of services before the end of that period, then:
(a) if the services are fully performed, the Customer will lose the right to cancel referred to in Clause 13.2; and
(b) if the services are partially performed at the time of cancellation, the Customer must pay to the Provider an amount proportional to the services supplied or the Provider may deduct such amount from any refund due to the Customer in accordance with this Clause 13.
13.4 In order to withdraw an offer to enter into the Contract or cancel the Contract on the basis described in this Clause 13, the Customer must inform the Provider of the Customer’s decision to withdraw or cancel (as the case may be). The Customer may inform the Provider by means of any clear statement setting out the decision. In the case of cancellation, the Customer may inform the Provider using the cancellation form that the Provider will make available to the Customer. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.
13.5 If the Customer withdraws an offer to enter into the Contract, or cancels the Contract, on the basis described in this Clause 13, the Customer will receive a full refund of any amount the Customer paid to the Provider in respect of the Contract, except as specified in this Clause 13.
13.6 The Provider will refund money using the same method used to make the payment, unless the Customer has expressly agreed otherwise. In any case, the Customer will not incur any fees as a result of the refund.
13.7 The Provider will process the refund due to the Customer as a result of a cancellation on the basis described in this Clause 13 without undue delay and, in any case, within the period of 14 days after the day on which the Provider is informed of the cancellation.
14.1 The Provider warrants to the Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
14.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
14.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
15. Customer indemnity
15.1 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions.
16. Limitations and exclusions of liability
16.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 16.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
16.3 The Provider will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
16.4 The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
16.5 The Provider will not be liable to the Customer in respect of any loss of revenue or income.
16.6 The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
16.7 The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
16.8 The liability of the Provider to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) £1,000,000.00; and
(b) the total amount paid and payable by the Customer to the Provider under the Contract in the 12 month period preceding the commencement of the event or events.
16.9 The aggregate liability of the Provider to the Customer under the Contract shall not exceed the greater of:
(a) £1,000,000.00; and
(b) the total amount paid and payable by the Customer to the Provider under the Contract.
17. Force Majeure Event
17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.
17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
18.1 Either party may terminate the Contract by giving to the other party not less than 30 days’ written notice of termination, expiring after the end of the Minimum Term.
18.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
18.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
18.4 The Provider may terminate the Contract immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 18.4.
19. Effects of termination
19.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 10, 11.2, 11.4, 12, 15, 16, 19, 20.2, 23 and 24.
19.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
20. Status of Provider
20.1 The Provider is not an employee of the Customer, but an independent contractor.
20.2 The termination of the Contract will not constitute unfair dismissal; nor will the Provider be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.
21.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.
21.2 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 7 of the Statement of Work):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
21.3 The addressee and contact details set out in Section 7 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.
22.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
22.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
23.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
23.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
23.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
23.4 The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Provider from time to time OR any third party, providing that, if the Customer is a consumer, such action does not serve to reduce the guarantees benefiting the Customer under the Contract. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Contract.
23.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
23.6 The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
23.7 The Contract shall be governed by and construed in accordance with English law.
23.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
24.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
24.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
24.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
24.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.