terms and conditions

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these terms and

conditions (Conditions).

• Application Form: the document completed by the Client instructing Delta Services carry out the Services.
• Business Day: a day (other than a Saturday or a Sunday) on which commercial banks are open for general business in London
• Contract: The Client's acceptance of a quotation for Services by Delta Services under condition
• Client: the person, firm or company who purchases Services from Delta Services.
• Client’s Equipment: any equipment, systems or facilities provided by the Client and used directly or indirectly in the supply of the Services.
• Date of Works: the date the Services commence as stated in the Application Form.
• Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
• In-put Material: all Documents, asbestos surveys, information, specifications, COSHH assessments and other risk assessments
• Property: the building(s) and other relevant areas where the Services are to be carried out.
• Services: the services to be provided by Delta Services as described in Schedule 1 and in these Conditions together with any other services which Delta Services provides or agrees to provide to the Client.
• Delta Services: registered at Companies House with company number 05724890.
• Delta Services equipment: any equipment, including tools or facilities provided by the Supplier or its subcontractors and used directly or indirectly i n the supply of the Services.
• VAT: value added tax chargeable under English law for the time being and any similar additional tax.

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:

• (a) apply to and be incorporated into the Contract; and
• (b) prevail over any inconsistent terms or conditions contained, or referred to, any purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

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:

• (a) by a written acknowledgement issued and executed by Delta Services; or
• (b) (if earlier) by Delta Services starting to provide the services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Client's standard terms and conditions (if any) attached to, enclosed with, or referred to in the Application Form, any purchase order other Document shall not govern this Agreement.

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:-

• (a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of NationalWestminster Bank Plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Delta Services may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

• (b) Suspend all Services until payment has been made in full.

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:-

• (a) any additional Services requested by the Client which were not included in the original Application Form;
• (b) any additional work required to complete the Services which was not anticipated at the time of the Application form;
• c) any reasonable increase in hourly rate, if applicable; and
• (d) any interruption to the provision of the Services caused by the Client, its agents, sub-contractors or employees with a minimum daily rate of£700.00 being applied.

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;

• a) ensure that any equipment it provides to enable Delta Services to perform the Services is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements;
• b) obtain and maintain all necessary licenses and consents and comply withall relevant legislation in relation to the Services, the installation of DeltaServices Equipment, the use of In-put Material and the use of the Client’sEquipment in relation to Delta Services Equipment in all cases before thedate on which the Services are to start;
• c) supply qualified technicians or engineers to isolate all services where internal works by Delta Services is required including the work close to or in the vicinity of lift motor equipment, moving plant, hot machinery, pipe work and areas of the Property which may be deemed to be of an additional hazard;
• d) keep and maintain Delta Services Equipment in good condition and shall not dispose of or use Delta Services Equipment other than in accordance withDelta Services written instructions or authorisation;
• e) ensure that any person supervising the Services is over 18 years of age; and

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:

• (a) the likely time required to implement the change;
• (b) any variations to Delta Services charges arising from the change; and
• (c) any other impact of the change on the terms of this agreement.

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:

• (a) Any breach of this agreement; and
• (b) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

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:

• (a) For death or personal injury resulting from negligence; or
• (b) For any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Delta Services.

11.5 Subject to condition 11.2 and condition 11.4

• (a) Delta Services shall not be liable for:

                  (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.

• (b) Delta Services 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 this agreement shall not exceed the price paid for the Services.

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:

• (a) the other party commits a material breach of any of the terms of this On termination of this agreement for any reason:to remedy than breach within 30 days of that party being notified in writing of the breach; or
• (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court or competent jurisdiction to make a winding-up order of the other party; or
• (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
• (d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
• (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
• (f) the other party ceases, or threatens to cease, to trade; or
• (g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14. 4 On termination of this agreement for any reason:

• (a) the Client shall immediately pay to Delta Services all of Delta Services outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Delta Services may submit an invoice, which shall be payable immediately on receipt;
• (b) the Client shall return all of Delta Services Equipment. If the Client fails to do so ,then Delta Services may enter the Property and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
• (c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survivor implicitly surviving termination, shall not be affected.

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