Terms & Conditions
GENERAL CONDITIONS
Metro Rod Limited (Company Number 04235803) operates a business providing drain and pipe cleaning and maintenance and other associated services both itself and via a network of franchisees who are licensed to provide the services. In this document references to “we”, “us” or “our” are to the company, firm or individual (as specified overleaf) who you have requested to carry out drain cleaning and/or associated services (the “Services”) and/or to supply associated goods (the “Goods”). References to “you” or “your” are to the company, firm or individual who has requested us to provide the Goods and/or Services (together the “Work”). References to a “Consumer” have the same meaning as set out in the Consumer Rights Act 2015.
1. FORMATION
This document sets out the terms of sale of the Work and supersedes any previously issued terms and conditions. All Work is provided and accepted on these terms and you agree that these terms form part of the contract between us for the provision of the Work (the “Contract”). Any variation to these terms should be notified to us and agreed by us in writing before you issue any instructions to us to carry out any Work.
2. QUOTATIONS
If we have issued a quotation for any Work then you have a reasonable period in which to accept the quotation provided that in any event it will be deemed to be withdrawn 90 days from the date of issue.
3. CANCELLATIONS
Subject to paragraphs 5 and 7 below you may not cancel the Contract without our consent which if given will be deemed to be on the basis that you shall be liable to us for the loss of profit and such other reasonable and foreseeable loss as we may suffer as a result of such cancellation (such as, without limit, travel and time costs incurred by us prior to cancellation) and such damages shall be paid by you upon such cancellation. We shall use reasonable endeavours to reduce any such damages by an amount to reflect any replacement contract which we are able to carry out as a result of cancellation.
4. THE WORK
The Work to be carried out is as specified in our quotation or as agreed between you and us in writing and if at any time your requirements alter then you should provide us with written details as soon as you become aware that your requirements have changed.
5. PROVISION OF WORK
We will do all that we reasonably can to provide the Work within the agreed timescale (or if none has been agreed, within a reasonable timescale) however we cannot be held responsible for delays due to weather, strikes, lock outs, industrial disputes, acts of God or other circumstances beyond our reasonable control. If the work is not provided within a reasonable timescale then you will be able to cancel the Contract without penalty. If you are a Consumer, you agree that the Work may begin within 14 days from the date of issue of these terms
6. INSPECTION OF WORK
You should inspect all Work as soon as reasonably possible after its completion. If you notice any defects in the Work then you should notify us as soon as reasonably possible and give us permission to and allow us access to inspect the Work.
7. THE PRICE
The price payable by you is as set out in our quotation or, if none is issued, it will be calculated at our standard charging rates (details of which are available upon request). If, after we have agreed to carry out any Work for you, the cost to us of carrying out the Work increases by reason of any increase in the cost of materials and/or labour and/or any other factor outside our control then we may increase the price of the Work save that if you are a Consumer and are unhappy with the proposed increase then you will have a reasonable opportunity to cancel the Contract without penalty.
8. PAYMENT
We will send you an invoice once the Work has been completed. Unless we agree otherwise, payment must be received by us within 30 days of the date of the invoice. We will exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time if we are not paid according to agreed credit terms. If you pay by cheque and your bank refuses to pay on it then we may charge you for any costs which we incur directly as a result of such refusal (such as bank charges). You shall not withhold or reduce the amount payable by you to us under the Contract on account of any complaint unless such complaint has been notified to us in writing and, in any event, you shall only withhold or reduce the amount payable by a reasonable amount.
9. RELEVANT FACTS
Prior to us commencing the Work you shall notify us of all relevant facts which may be connected with the Work, for example (but not limited to), potential hazards, adverse working conditions and access rights which are required to carry out the Work and of any steps which are necessary to deal with such facts.
10. EXCLUSION OF LIABILITY
Following completion of the Work, the quality of the Work can be affected by natural conditions which are beyond our control such as (but not limited to) subsidence, slippage and erosion. We will not be liable for any loss, damage or expense arising directly or indirectly out of or in connection with such natural conditions or from any pre-existing structural defects. If our performance of our obligations under the Contract is prevented or delayed by any act or omission of you or your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred you arising directly or indirectly from such prevention or delay and shall be paid as if the work had been undertaken. Nothing in these terms limits or excludes our liability for death or personal injury resulting from negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the fullest extent permitted by law and, in any event, to the price paid for the Work.
11. FROZEN AND FRACTURED PIPES
If you have requested that we clear any blockage in a frozen or fractured pipe then we will use all reasonable endeavours to clear such blockage but if we are unsuccessful then we shall not be liable for any losses suffered by you as a result except where we are negligent.
12. WORK GUARANTEE
We guarantee, for a period of 28 days from completion of the Work, that all Goods shall be of satisfactory quality and reasonably fit for the purpose for which they were supplied and all Services shall be carried out with reasonable care and skill.
Please note that this guarantee does not apply where the defect arises from fair wear and tear, failure to follow our instructions, your negligence or your misuse or alteration of the Goods without our approval. Please note that this guarantee only applies to drains comprised in the Work and once payment in full has been made for the Work.
If we are in breach of the above guarantee then we will at our option either refund the price attributable to the faulty Work or repair, rectify or replace the faulty Work. In addition to the above guarantee, where any Goods are not manufactured by us then we will do all that is reasonably possible to assist you in obtaining the benefit of any warranty given by such manufacturer in respect of such Goods.
Nothing in this guarantee shall affect your statutory rights. If you have any doubts as to your statutory rights then you should contact your local Trading Standards Department or Citizens Advice Bureau.
13. YOUR RESPONSIBILITIES
Unless otherwise agreed in writing you shall be responsible for the removal from site of deposits extracted by our operators from drainage, pipework or sewer systems. You shall be responsible for the provision and cost of all necessary power and a clean water supply from the mains or fire hydrant to enable us to carry out the Work (our units are normally equipped with hydrant, stand- pipes and keys).
14. DAMAGE TO EQUIPMENT
If as a result of your negligence, we incur any loss or expense as a result of any damage to any of our equipment then we will seek to recover such losses and expenses from you.
15. GENERAL
Any waiver of any of the terms of our Contract is only effective if it is in writing and it will apply only to the circumstances for which it is given. Any waiver by us in exercising our rights will not restrict us from exercising any of our rights at a subsequent date. Save as set out in clause 15 d) below, the Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. Save as set out in clause 15 d) below, you and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims). If the work is carried out in Scotland, the Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of Scotland and the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
NON CONSUMER TERMS
If you are not a Consumer then the following conditions shall apply in addition to those conditions set out above (provided that if there is any conflict between any condition set out above and any set out below then the latter shall prevail):
1. FORMATION
The Contract sets out the entire agreement between you and us and supersedes all earlier agreements, representations and arrangements with respect to the subject matter hereof and each party warrants to the other that it has not relied on any representation other than as expressly set out in the Contract.
2. PROVISION OF WORK
Dates and times specified for the provision of Work are estimates only and time shall not be of the essence of the Contract.
3. INSPECTION OF WORK
We will not be liable for non-provision of Work or failure to provide Work which is free from any apparent defects unless the same is notified to us within 7 days of the anticipated commencement date of the Work or the date of completion if later.
4. PAYMENT
Payment shall be made in full without any deduction, legal or equitable set off or abatement on any grounds. We may appropriate any payment made by you to any outstanding invoice. Time of payment shall be of the essence.
5. RELEVANT FACTS
If any hazardous or dangerous materials are present on the premises where the Work is to be carried out then you shall provide suitable cleaning facilities and, if circumstances require, a qualified and competent safety adviser. You shall also notify us in writing of any special requirements laid down by the factory inspector or similar authority. You shall make all necessary arrangements with the proper traffic authorities for adequate traffic controls and signals required to enable us to carry out the Work safely. If you fail to comply with your obligations under paragraph 5 here and above then we will be entitled to suspend provision of the Work until we are satisfied that you have complied with your obligations and you shall be responsible for all losses (including without limit loss of profits), damage and expenses (direct, indirect or consequential) arising out of such failure.
6. EXCLUSION OF LIABILITY
We will not be liable to you in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, (i) for any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or (ii) for damage to your reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) for any special, indirect or consequential loss or damage of any nature whatsoever. Except as expressly stated in these conditions all other conditions, warranties, or other undertakings in respect of the Work are excluded from the Contract so far as is permitted by law.
7. YOUR RESPONSIBILITIES
You shall provide at your own cost such suitably qualified and experienced additional labour as we may reasonably require to enable us to provide the Work. If requested you shall also provide access equipment such as scaffolding to enable us to provide Work
8. GENERAL You shall not assign or sub-contract any of your rights or obligations under the Contract.
Information Commissioner’s Office (ICO) Registration Certificate for Metro Plumb.
Commercial Terms & Conditions
TERMS OF SUPPLY OF SERVICES FOR METRO ROD LIMITED AND METRO ROD T/A METRO PLUMB THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London
are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
Contract: the contract between Metro and the Customer for the supply of Services in accordance with
these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression
change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from Metro.
Customer Default: has the meaning set out in clause 4.2.
Deliverables: the outputs produced by Metro for the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Metro: Metro Rod Limited (registered in England and Wales with company number 04235803) and/or
Metro Rod Limited t/a Metro Plumb as applicable.
Metro Materials: has the meaning set out in clause 4.1.7.
Order: the Customer’s order for Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Metro, or overleaf, as the case may be. Services: the services supplied by the Metro to the Customer as set out in the Order.
Site: the premises at which the Services are to be carried out.
1.2 Interpretation:
1.2.1 A reference to legislation or a legislative provision:
(i) is a reference to it as it is in force as at the date of this Contract; and
(ii) shall include all subordinate legislation made as at the date of this Contract under
that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Metro agrees a date for the performance of the Services with the Customer on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Metro, and any descriptions or illustrations contained in Metro’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by Metro shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 Metro shall supply the Services to the Customer in accordance with the Order in all material respects.
3.2 Metro shall use all reasonable endeavours to meet any performance dates agreed with the Customer,
but any such dates shall be estimates only and time shall not be of the essence for performance of the
Services.
3.3 Metro reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Metro shall notify the Customer in any such event.
3.4 Metro warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 Where, in good faith, Metro considers that additional services are required upon inspection of the Site to be able to effectively deliver the Services, it shall notify the Customer of such additional services and the revised Charges. If the Customer does not agree to the revised Charges, Metro shall have the right to terminate the Order on notice to the Customer and charge the Customer for the cost of any Services carried up until the date of such termination.
3.6 Metro shall not be responsible for:
3.6.1 rectifying any damage to the Site other than damage caused by Metro’s negligence; and
3.6.2 any works carried out on the Site by any person except Metro.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
4.1.1 ensure that the terms of the Order and any other information it provides to Metro are
complete and accurate;
4.1.2 co-operate with Metro in all matters relating to the Services;
4.1.3 provide Metro, its employees, agents, consultants and subcontractors, with access to the Site and other facilities as reasonably required by Metro;
4.1.4 provide Metro with such information and materials as Metro may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 prepare the Site and ensure that the Site is suitable and safe for the supply of the
Services;
4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
4.1.7 keep all materials, equipment, documents and other property of Metro (Metro Materials) at the Site in safe custody at its own risk, maintain Metro Materials in good condition until returned to Metro, and not dispose of or use Metro Materials other than in accordance with Metro’s written instructions or authorisation.
4.2 If Metro’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, Metro shall have the right to suspend performance of the Services until the Customer remedies 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 Metro’s performance of any of its obligations;
4.2.2 Metro shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Metro’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse Metro on written demand for any costs or losses sustained or incurred by Metro arising directly or indirectly from the Customer Default, including
any costs incurred by Metro up until the point of Metro discovering the Customer Default.
4.3 Where requested by Metro, provide Metro with accurate EWC and SIC codes for waste disposal. If the Customer breaches this clause, it shall be liable to pay to Metro:
4.3.1 additional costs incurred by Metro of disposing of the relevant waste; and
4.3.2 a daily fee, the cost of which is available on request, for storage of the waste until such time as Metro can correctly dispose of the waste.
5. CHARGES AND PAYMENT
5.1 Any Charges communicated to the Customer by Metro prior to attending the Site are an estimate only and are subject to change once Metro has inspected the Site. Metro shall notify the Customer of any change in the Charges and the reason for such change, and the Customer shall have the right to accept the change or cancel the Order.
5.2 In the event that there is a material increase in the costs to Metro of providing the Services after the date of the quotation, but before commencement works, Metro may, on notice to the Customer, increase the Charges to reflect such cost increases. The Customer shall be entitled to cancel the Order within seven days of the notification.
5.3 Metro shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Metro engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Metro for the performance of the Services, and for the cost of any materials.
5.4 Metro shall invoice the Customer on completion of the Services.
5.5 Unless otherwise stated on the quotation, the Customer shall pay each invoice submitted by Metro:
5.5.1 within 30 days of the date of the invoice; and
5.5.2 in full and in cleared funds to the bank account set out on the invoice, and time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Metro to the Customer, the Customer shall, on receipt of a valid VAT invoice from Metro, pay to Metro such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Customer fails to make a payment due to Metro under the Contract by the due date, then, without limiting Metro’s remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8 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).
6. WARRANTIES
6.1 Metro warrants that from the date of installation:
6.1.1 installation services shall be free from defects for 12 months;
6.1.2 it shall rectify any works carried out in relation to the clearing of blockages free of charge for 28 days; and
6.1.3 plumbing materials installed by Metro shall be free from defects for 12 months.
6.2 Metro hereby assigns, to the extent that it is able, any warranties given by third party manufacturers in respect of materials supplied in connection with the installation.
6.3 The warranties in this clause 6 shall be invalidated where the subsequent customer re-call has been caused by:
6.3.1 the Customer’s failure to take reasonable care of the relevant items;
6.3.2 the Customer’s improper use or misuse of the relevant items;
6.3.3 pre-existing issues;
6.3.4 work undertaken by anyone other than Metro;
6.3.5 environmental factors; and
6.3.6 normal wear and tear.
6.4 As soon as the Customer becomes aware of a defect, it must notify Metro in writing including a description of the defect. Any unreasonable delays in notifying Metro of a defect may invalidate the warranties. The Customer’s sole remedy for any valid breach of the warranties in this clause 6 shall be the repair of the defect.
7. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in this clause 7 shall limit the Customer’s payment obligations under the Contract.
7.3 Nothing in this clause 7 limits liability for:
7.3.1 death or personal injury caused by negligence;
7.3.2 fraud or fraudulent misrepresentation; and
7.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.4 Subject to clause 7.3, Metro’s total liability to the Customer shall not exceed 100% of the Charges paid or payable under the Contract.
7.5 Subject clause 7.2 and clause 7.3, neither party shall be liable for:
7.5.1 loss of profits.
7.5.2 loss of sales or business.
7.5.3 loss of agreements or contracts.
7.5.4 loss of anticipated savings.
7.5.5 loss of use or corruption of software, data or information.
7.5.6 loss of or damage to goodwill; and
7.5.7 indirect or consequential loss.
7.6 Metro shall not be liable under the Contract for any loss or damage caused by the Customer or its employees or agents.
7.7 Metro has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.8 This clause 7 shall survive termination of the Contract.
8. TERMINATION AND CANCELLATION
8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
8.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
8.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
8.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.2 Without affecting any other right or remedy available to it, Metro may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
8.3 Without affecting any other right or remedy available to it, Metro may suspend the supply of Services under the Contract or any other contract between the Customer and Metro if:
8.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
8.3.2 the Customer becomes subject to any of the events listed in clause 8.1.3 or clause 8.1.4, or Metro reasonably believes that the Customer is about to become subject to any of
them; and
8.3.3 Metro reasonably believes that the Customer is about to become subject to any of the events listed in clause 8.1.2.
8.4 Once a date for providing the Services has been agreed between the parties, an Order may only be cancelled by agreement. In the event the parties agree cancellation of an Order, the Customer shall be liable to pay to Metro any costs incurred as at the date of cancellation.
9. CONSEQUENCES OF TERMINATION
9.1 On termination or expiry of the Contract:
9.1.1 the Customer shall immediately pay to Metro all of Metro’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Metro shall submit an invoice, which shall be payable by the Customer immediately on receipt;
9.1.2 the Customer shall return all of Metro Materials and any products which have not been fully paid for. If the Customer fails to do so, then Metro may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.2 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.
9.3 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.
10. GENERAL
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
10.2.1 Metro may at any time assign, mortgage, charge, subcontract, delegate, declare a trust
over or deal in any other manner with any or all of its rights and obligations under the
Contract.
10.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Metro.
10.3 Confidentiality.
10.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3.2.
10.3.2 Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s
obligations under the Contract. Each party shall ensure that its employees, officers,representatives, contractors, subcontractors or advisers to whom it discloses the
other party’s confidential information comply with this clause 10.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
10.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.3.4 The Customer agrees that, during the provision of the works and for a period of twelve (12) months following its termination or expiration, it will not directly or indirectly solicit or hire (or attempt to solicit or hire) any employee, contractor, subcontractor, or consultant of the Supplier who has been involved in any way in the provision of services, without the Supplier’s prior written consent. In the event of a breach of this clause, the Customer agrees to pay a fee equal to 25% of the individual’s annual remuneration as compensation for recruitment and onboarding costs.
10.4 Entire agreement.
10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
10.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 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 right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.8 Notices.
10.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.
10.8.2 Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8.2(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
10.8.3 This clause 10.8 does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any other method of dispute resolution.
10.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.10 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.
10.11 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.