Terms and conditions
DEFINITIONS
In these Conditions:
"Client" means the person named as such in the Quotation;
“Completion Date” means the date on which the Works are completed;
“Contract” means the contract between the Client and the Contractor for the Works
comprising the Quotation, these Terms & Conditions and the other documents specified in the
Quotation;
"Contractor" means Bespoke Unicorn Group LTD ;
"Contract Price" means the price payable by the Client to the Contractor for the Works, as
shown in the Quotation, (and as varied in accordance with the Contract);
"Quotation" means the Contractor's signed Quotation referring to these Conditions;
"Works" means the works described in the Quotation (as amended in accordance with
the Contract).
CONTRACT FORMATION
Acceptance of the Contractor's Quotation by the Client constitutes the contract for the Contractor
to carry out the Works in accordance with these Terms & Conditions.
GENERAL OBLIGATIONS
3.1 The Contractor will exercise reasonable skill and care in the performance of the Works.
3.2 The Client will give the Contractor access to their premises as reasonably required by the
Contractor to enable him to carry out the Works without interference by the Client or by other
contractors of the Client.
3.3 The Client is responsible for obtaining any planning permission required for the
Works. Unless otherwise agreed, the Contractor will be responsible for obtaining permits and
licences needed in the course of the Works and the Client will give reasonable assistance as
required by the Contractor. The cost of obtaining these permits and licences is included in the
Contract Price unless otherwise stated.
VARIATION
4.1 If the Client wishes to omit or vary any of the Works (or any design or materials) they must
inform the Contractor in writing. The Contractor will then supply to the Client an estimate of the
cost of the variation and the likely effect on the Contract period and Completion Date.
4.2 Unless the Client withdraws their request for a variation when they receive the Contractor's
estimate, the Contract Price will be adjusted in accordance with the Contractor's estimate (or as
otherwise agreed between the Client and the Contractor) and an appropriate extension of time for
completion of the Works shall be agreed.
4.3 If a variation is agreed verbally, either the Contractor or the Client will confirm it in writing
within 3 working days.
4.4 The Contractor will notify the Client if they encounter any difficulties which they could not
have reasonably foreseen when submitting the Quotation and, in those circumstances, a fair and
reasonable adjustment to the Contract Price and Completion Date will be made.
4.5 The Contractor reserves the right not to comply with any request for a variation which would
increase the value of the Works by more than 25% of the original Contract Price.
CONTRACT PRICE & PAYMENT
5.1 The Contract Price is stated in the Quotation and it may be varied in accordance with these
Conditions.
5.2 The Client shall pay the Contractor the Contract Price in accordance with the payment terms
in the Quotation. Unless otherwise stated in the Quotation the payment schedule will be as follows,
50% of contract value on start date, 25% at the halfway stage and the final 25% plus any variations
on completion. All payments will have a due date of no more than 3 days from the date of invoice.
Unless work is carried out and completed in one day.
5.3 The final date for payment of each payment notice shall be 5 days from the date of the
payment notice.
5.4 If the Client is dissatisfied with any part of a payment notice and wishes to pay less than the
amount shown in the payment notice, they must at least 5 days before the final date for payment
give notice to the Contractor specifying the amount they consider to be payable and the basis on
which that amount is calculated. The undisputed parts of the payment notice must be paid by the
final date for payment and any disputed amount will be dealt with under clause 9 (Disputes). Except
as stated in this clause, the Client has no right to withhold any money or set off any amount against
a payment notice or invoice of the Contractor.
5.5 If the Client fails to pay any amount properly claimed, the Contractor may suspend all or any
of his obligations under the Contract until the payment is received after giving at least 7 days’
notice to the Client of his intention to suspend with reasons. Any period of suspension will entitle
the Contractor to any reasonable costs he incurs as well as an extension of time for completion of
the Works.
5.6 Late payment entitles the Contractor to interest at the statutory rate of interest under the
Late Payment of Commercial Debts Regulations from the due date until the date of actual payment
or 8% p.a. above Bank of England base rate if the Act does not apply.
5.7 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the
Client. The Contractor, if registered for VAT, will issue a valid VAT invoice or VAT receipt for each such amount.
6. INSURANCE & LIABILITY
6.1 The Contractor shall take out and maintain the following insurances (except as otherwise
agreed or stated in the Quotation):
· Construction All Risks insurance for the full reinstatement value of the Works in the joint names
of the Client and the Contractor (unless the Works are in an existing building, when clause 6.3 will
apply).
· Public Liability Insurance for £1,000,000.
· Employer's Liability Insurance.
6.2 The Contractor will provide the Client with details of the insurances upon request.
6.3 Where the Works are to be carried out in an existing building, the Client will be responsible for
insurance of the Works with the Contractor named as co-insured and the Client will provide details
of the insurance to the Contractor upon request.
7. DURATION, HANDOVER & DEFECTS LIABILITY
7.1 The proposed Commencement Date and Completion Date are shown in the Quotation.
7.2 The Contractor will notify the Client within 5 working days of becoming aware of any event
beyond his control which may prevent or delay completion of the Works by the Completion
Date. The notice will specify the cause of the delay, the likely effect on the Completion Date and the
Contractor's proposals for dealing with the matter. The Completion Date will then be extended as
agreed by the parties or, failing agreement, decided under clause 9. The Contractor acknowledges
that he must take reasonable steps to mitigate or reduce any delay.
7.3 The Contractor will give the Client notice of his intention to hand over the Works on
completion and will give the Client the opportunity to inspect the Works before handover. The
Contractor will then confirm the Completion Date to the Client.
7.4 The Contractor will be responsible for remedying defects in the Works which appear within 6
months from the Completion Date and the Client must inform the Contractor as soon as he
becomes aware of any defects for which the Contractor is responsible. Defects in design or
materials supplied by the Client and defects attributable to fair wear and tear or to misuse or failure
by the Client to comply with any operating or maintenance manuals will not be the responsibility of
the Contractor.
7.5 Where equipment or materials used in the Works have the benefit of a manufacturer’s
warranty, the Contractor will take steps to procure that the Client has the benefit of that
warranty. The Contractor will not be liable for any defect in the equipment or materials except to the
extent that this is due to the Contractor’s negligence.
7.6 Except for his liability to remedy any defects for which he is responsible and which are
notified to him within 6 months of the Completion Date, the Contractor will have no liability to the
Client, in contract or in tort, for any other direct, indirect or consequential loss incurred by the Client,
including but not limited to loss of use or loss of profit. However, liability for death or injury of
individuals due to the Contractor’s negligence is unlimited.
8. TERMINATION
8.1 The Contractor may give notice to terminate the Contract if the Client fails to make any
payment to the Contractor within 30 days of the payment date or commits any other material breach of the Contract.
8.2 The Client may give notice to terminate the Contract if the Contractor commits a material
breach of the Contract and, in the case of a breach capable of remedy, fails to take steps to remedy
the breach within 28 days of being requested to do so in writing.
8.3 Either party may terminate the Contract if the other party becomes insolvent or has a
receiver, manager or administrative receiver or liquidator appointed.
8.4 Termination will not affect the accrued rights and liabilities of the parties at the termination
date.
9. DISPUTES
9.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.
9.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in
accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The
decision of the adjudicator will be final and binding on the parties unless a notice of dissatisfaction
is served by either party on the other within 28 days of the decision.
9.3 Any dispute that is not resolved by negotiation or adjudication will be finally settled by the
courts of England and Wales.
9.4 The Contract is governed by the laws of England and Wales.
10. MATERIALS
10.1 Where the Client provides materials to the Contractor free of charge, those materials shall
remain the property of the Client and shall be used solely in connection with the Contract. Any
materials surplus to requirements shall be returned to the Client or disposed of at the Client’s
direction.
10.2 Client materials stored at the Client’s property shall be insured by the Client and if lost or
damaged while in the custody of the Client shall be replaced or made good at the Client’s
expense. Materials that are lost or damaged while in the custody of the Contractor shall be replaced
or made good at the Contractor's expense.
11. GENERAL
11.1 Notices. Every notice required under these Terms & Conditions shall be in writing and
delivered by hand or sent by first class post to the address of the recipient.
11.2 Assignment. Neither party will assign any of his rights or obligations under the Contract
without the prior written consent of the other.
11.3 Subcontracting. The Contractor will not sublet all of the Works but he will be entitled to
sublet parts of the Works. Subcontracting will not relieve the Contractor of his obligations under the
Contract.
11.4 Entire Agreement. The documents comprised in the Contract including the Quotation and
these Terms & Conditions constitute the only agreement between the parties and supersede any
previous arrangements, agreements or understandings relating to the Works.
11.5 Amendment. Any amendment to the terms of the Contract shall only be effective if it is in
writing and signed by an authorised signatory of the Client and the Contractor.
11.6 No Reliance on Representations. The Client acknowledges that he has not relied on and will
have no remedy in respect of any statement, representation, warranty, or undertaking of any person
(whether a party to this Agreement or not) other than is expressly set out in the Contract. However,
nothing in this clause shall limit or exclude liability for fraud.
11.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not
affect the legality or enforceability of any other provision of the Contract. In that situation the
parties shall, where possible, use reasonable endeavours to agree an alternative provision(s) which
is legally enforceable.
11.8 Waiver. The waiver by either party of a breach by the other in the performance of its
obligations under the Contract shall not constitute a waiver of any default nor shall failure to
complain of a breach constitute a waiver of that breach by the other party.