1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these terms and
conditions (Conditions).
1.2 Condition, schedule and paragraph headings shall not affect the interpretation of
these conditions
.
1.3 A person includes a natural person, corporate or unincorporated body (whether or
not having separate legal personality).
1.4 The schedules form part of this agreement and shall have effect as if set out in
full in the body of these Conditions and any reference to this agreement
includes the schedules.
1.5 Words in the singular shall include the plural and vice versa.
1.6 Where the words include(s), including or are used in these terms and conditions,
they are deemed to have the words without limitation following them and where
the context permits, the words other and other wise are illustrative and shall not
limit the sense of the words preceding them.
1.7 Any obligation in this agreement on a person not to do something includes an
obligation not to agree, allow, permit, or acquiesce in that thing being done.
1.8 References to conditions and schedules are to the conditions and schedules of these
terms and conditions.
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
2.2 The return of the application form by the Client constitutes an offer by the Client to purchase the services specified in it on these conditions and the Application Form. No offer placed by the Client shall be accepted by Delta Services other than:
2.3 Quotations are given by Delta Services on the basis that no agreement shall come
into existence except in accordance with condition 2.2. Any quotation is valid for a
period of 90 days from its date, provided that Delta Services has not previously
withdrawn it.
2.4 The Application Form must be accepted by the Client in its entirety.
3. COMMENCEMENT AND DURATION
3.1 The Services supplied under this agreement shall be provided by Delta Services to the
Client from the Date of Works.
3.2 Any variation to the Services must be agreed by Delta Services in writing but Delta
Services reserves the right to make any change in the specification of the Services
which are required to conform with any health and safety or other statutory
requirements.
3.3 The Services supplied under this agreement shall continue to be supplied until the
Services are completed unless this agreement is terminated in accordance with
condition 14.
3.4 Dates given for the delivery of Services are estimates only and not guaranteed. Time
for delivery shall not be of the essence of the agreement and Delta Services shall not
be held liable for any loss, costs, damages, charges or expenses caused directly or
indirectly by any delay in the delivery.
4. CANCELLATION
4.1 The Client will be entitled to cancel this contract by notifying Delta Services at
any time up to 15 Business Days before the Date of Works. If the Client cancels
this contract less than 15 Business Days before the Date of Works the Client shall
pay Delta Services all reasonably incurred expenditure.
5. PRICE AND PAYMENT
5.1 The price for Services is as specified in the Application Form and is exclusive of VAT and any other charges outlined in the Application Form.
5.2 All direct costs and expenses incurred by Delta Services in connection with the
provision of the Services will be re-charged at cost or according to standard
charges as described in the Application Form and are payable by the Client on
production of the appropriate receipts.
5.3 The Client must settle all payments for Services in full and in cleared funds within 30
days from the invoice date.
5.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Delta Services on the due date Delta Services may:-
5.5 Delta Services is also entitled to recover all reasonable expenses incurred in obtaining
payment from the Client where any payment due to Delta Services is late.
5.6 The Client shall make all payments due without any deduction whether by way of
set-off, counterclaim, discount, abatement or otherwise unless the Client has a
valid court order requiring an amount equal to such deduction to be paid by
Delta Services to the Client.
5.7 Delta Services is entitled to vary the price to take account of:-
5.8 Time for payment shall be of the essence of this agreement.
5.9 All sums payable to Delta Services under this agreement shall become due
immediately on its termination, despite any other provision. This condition 5.9 is
without prejudice to any right to claim for interest under the law, or any such right
under this agreement.
5.10 Delta Services may, without prejudice to any other rights it may have, set off any liability of the Client to Delta Services against any liability of Delta Services to the Client.
6. DELTA SERVICES OBLIGATIONS
6.1 Delta Services shall use reasonable endeavors to supply the Services as specified in
these Conditions and in the Application Form.
6.2 Delta Services shall be qualified in terms of government and industry regulations.
6.3 Delta Services shall hold adequate liability insurance.
6.4 Delta Services shall perform the Services with reasonable skill and care and to a
reasonable standard but no liability is accepted for any damage caused to
decorations, loose items or fixtures and fittings.
6.5 Delta Services shall use all reasonable endeavors to observe all health and safety
rules and regulations and any other reasonable security requirements that apply at
the Client's premises and that have been communicated to it under condition 7.1(e),
provided that it shall not be liable under this agreement if, as a result of such
observation, it is in breach of any of its obligations under this agreement.
7. CLIENT’S OBLIGATIONS
7.1 The Client shall: co-operate with Delta Services in all matters relating to the services;
provide, in a timely manner, such In-put Material and other information as Delta
Services may request and ensure that it is accurate in all material respects; supply a competent person to show Delta Services the Property in the event that any In-put
material or information is incomplete; provide any facilities reasonably requested by Delta Services; inform Delta Services of all health and safety rules and regulations and any other reasonable security requirements that apply at any property; must provide any
specialist access equipment required by Delta Services to carry out the Services or
reimburse Delta Services for any equipment it supplies;
f) ensure the Property is fully accessible and clear of loose items including furniture.
7.2 If Delta Services performance of its obligations under this agreement is prevented
or delayed by any act or omission of the Client, its agents, sub- contractors or
employees, Delta Services shall not be liable for any costs, charges or losses
sustained or incurred by the Client arising directly or indirectly from such
prevention or delay.
7.3 The Client shall be liable to pay to Delta Services, on demand, all reasonable costs,
charges or losses sustained or incurred by Delta Services (including any direct,
indirect or consequential losses, loss of profit and loss of reputation, loss or damage
to property and those arising from injury to or death of any person and loss of
opportunity to deploy resources elsewhere) arising directly or indirectly from the
Client’s fraud, negligence, failure to perform or delay in the performance of any of its
obligations under this agreement, subject to Delta Services confirming such costs,
charges and losses to the client in writing.
7.4 The Client shall not, without the prior written consent of Delta Services, at any time
from the date on which these Conditions were executed to the expiry of six months
after the completion of the Services, solicit or entice away from Delta Services or
employ or attempt to employ any person who is, or has been, engaged as an
employee or subcontractor of Delta Services in the provision of the Services.
7.5 Any consent given by Delta Services in accordance with condition 7.4 shall be
subject to the Client paying to Delta Services a sum equivalent to 20 % of the then
current annual remuneration of Delta Services employee or sub-contractor or, if
higher, 20% of the annual remuneration to be paid by the Client to that employee
or sub-contractor.
8. WARRANTY
Both parties warrant their authority to enter into this agreement and have obtained all
necessary approvals to do so.
9. CHANGE CONTROL
9.1 If either party wishes to change the scope or execution of the Services, it shall submit
details of the requested change to the other in writing.
9.2 If either party requests a change to the scope or execution of the Services, Delta
Services shall, within a reasonable time, provide a written estimate to the Client of:
9.3 Delta Services may, from time to time and without notice, change the Services in
order to comply with any applicable safety or statutory requirements, provided
that such changes do not materially affect the nature, scope of, or the charges
for the Services. Delta Services may, from time to time and subject to Client’s
prior written consent, which shall not be unreasonably withheld or delayed
change the Services, provided that such changes do not materially affect the
nature or quality of the Services.
9.4 If the Client wishes Delta Services to proceed with the change, Delta Services has
no obligation to do so unless and until the parties have agreed in writing on the
necessary variations to its charges and any other relevant terms of this
agreement to take account of the change.
9.5 Delta Services may charge for its time spent in assessing a request for change from the Client.
10. CONFIDENTIALITY AND DELTA SERVICES PROPERTY
10.1 The Client shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential
nature and have been disclosed to the Client by Delta Services, its employees,
agents or sub-contractors and any other confidential information concerning
Delta Services business or its products which the Client may obtain.
The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the
Client's obligations to Delta Services, and shall ensure that such employees, agents
or sub-contractors are subject to obligations of confidentiality corresponding to
those which bind the Client.
10.2 All materials, equipment and tools, drawings, specifications and data supplied by
Delta Services to the Client shall, at all times, be and remain as between Delta
Services and the Client the exclusive property of Delta Services, but shall be held by
the Client in safe custody at its own risk and maintained and kept in good condition
by the Client until returned to Delta Services, and shall not be disposed of or used
other than in accordance with Delta Services written instructions or authorisation.
10.3 This condition 10 shall survive termination of this agreement, however arising.
11. LIMITATION OF LIABILITY - THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
11.1 This condition 11 set out the entire financial liability of Delta Services (including
any liability for the acts or omissions of its employees, agents and sub-
contractors) to the Client in respect of:
11.2 No liability is assumed towards any other party and nothing in this agreement shall
confer or purport to confer on any third party a benefit or right to enforce any
provision of these Conditions.
11.3 All warranties, conditions and other terms implied by statute or common law
are, to the fullest extent permitted by law, excluded from this agreement.
11.4 Nothing in these Conditions limits or excludes the liability of Delta Services:
11.5 Subject to condition 11.2 and condition 11.4
(i) Loss of profits; or
(ii) Loss of business; or
(iii) Depletion of goodwill and/or similar losses; or
(iv) Loss of anticipated savings; or
(v) Loss of goods; or
(vi) Loss of contract; or
(vii) Loss of use; or
(viii) Loss of corruption of data or information; or
(ix) Any special, indirect, consequential, or pure economic loss, costs,
charges or expenses; or
(x) any loss arising from the instructions or In-put Material supplied by the Client which are incomplete, incorrect, inaccurate, in the wrongform, arising from their late arrival or any other fault of the Client.
12. INDEMNITY
The Client shall indemnify Delta Services against all claims, costs, damages, losses and
expenses which Delta Services may incur and which arise directly or indirectly from the
Client’s breach of any regulation, enactment or legislation or its obligations under these
Conditions.
13. DATA PROTECTION
The Client acknowledges and agrees that details of the Client’s name, address and
payment record may be submitted to a credit reference agency, and personal data will
be processed by and on behalf of Delta Services in connection with the Services.
14. TERMINATION
14.1 Subject to condition
14.2, this agreement shall terminate automatically on completion of the Services or any subsequent date as mutually agreed in writing by both parties.
14.3 Without prejudice to any other rights or remedies which the parties may have,
either party may terminate this agreement without liability to the other
immediately on giving notice to the other if:
14. 4 On termination of this agreement for any reason:
15. FORCE MAJEURE
Delta Services shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Delta Services or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16. VARIATION
Subject to condition 9, no variation of this agreement or these Conditions shall be valid
unless it is in writing and signed by or on behalf of each of the parties.
17. WAIVER
17.1 A waiver of any right under this agreement is only effective if it is in writing and it
applies only to the party to whom the waiver is addressed and the circumstances
for which it is given.
17.2 Unless specifically provided otherwise, rights arising under this agreement are
cumulative and do not exclude rights provided by law.
18. SEVERANCE
18.1 If any provision (or part of a provision) of this agreement is found by any court
or administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions will remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted, that provision will apply with
whatever modification is necessary to make it valid, enforceable and legal.
18.3 The parties agree, in the circumstances referred to in condition 18.1 and if condition
18.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal
provision a valid, enforceable and legal provision which achieves to the greatest
extent possible the same effect as would have been achieved by the invalid or
unenforceable provision.
19. STATUS OF PRE-CONTRACTUAL STATEMENTS
Each of the parties acknowledges and agrees that, in entering into this agreement it does
not rely on any undertaking, promise, assurance, statement, representation, warranty or
understanding (whether in writing or not) of any person (whether party to these terms and
conditions or not) relating to the subject matter of this agreement, other than as expressly
set out in this agreement.
20. ASSIGNMENT
20.1 The Client shall not, without the prior written consent of Delta Services, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under this agreement.
20.2 Delta Services may at any time assign, transfer, charge, sub-contract or deal in
any other manner with all or any of its rights or obligations under this
agreement.
21. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. RIGHTS OF THIRD PARTIES
This agreement is made for the benefit of the parties to it and (where applicable) their
successors and permitted assigns and is not intended to benefit, or be enforceableby,
anyone else.
23. NOTICES
Notice given under this agreement shall be made in a recognised form of communication, sent for the attention of the person given in this agreement (or such other addresses or persons as the relevant party may notify to the other party). A notice is deemed to have been received, if transmitted within business hours (9.00 am to 5.30 pm Monday to Friday. To prove service, it is sufficient to prove that the notice was transmitted by a recognised form of communication.
24. GOVERNING LAW AND JURISDICTION
24.1 This agreement and any dispute or claim arising out of or in connection with it
or its subject matter, shall be governed by, and construed in accordance with,
the law of England and Wales.
24.2 The parties 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 this agreement or its subject matter
Delta Services (Sheffield) Ltd
1a Orgreave Close, Handsworth Sheffield S13 9NR
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Website: Andium Consultancy www.andium.co.uk