Business Customer Terms and Conditions

Where the Customer is a facilities manager, managing agent, contractor or intermediary, it contracts as principal and remains responsible for payment unless the Supplier expressly accepts another legal person as Customer.

An enquiry, work order or purchase order is a request for Services. A Contract forms when the Supplier accepts an order in writing, the Customer accepts a Quotation, both parties sign an agreement, or the Supplier begins authorised urgent work after these terms and applicable charges were made available.

The Quotation identifies these terms by reference, version and effective date. Acceptance is recorded using an approved method under the Contract Formation and Acceptance Standard, and the incorporated version is preserved.

A Customer purchase order is administrative only. Its standard terms, portal terms, supplier handbook and payment policy do not apply unless an identified provision is expressly accepted in writing by the Supplier. Attendance, invoicing or use of a purchase-order number does not accept competing Customer terms.

In the event of conflict, the order is: a specific signed amendment; signed framework agreement; Supplier order acceptance; accepted Quotation and job scope; these terms; agreed schedule of rates; and the Customer purchase order only for accepted administrative details.

A Quotation is based on information supplied, visible conditions, stated assumptions, ordinary access and availability. Unless stated otherwise, it is valid for 30 days. An estimate, budget or verbal indication is not a fixed price. Obvious clerical errors may be corrected.

A fixed price applies only to the stated Original Scope. Price and programme may change where information is inaccurate, conditions are concealed, access is restricted, scope changes, work is disrupted, required goods are unavailable or additional compliance measures become necessary.

The Customer must provide accurate fault, asset, access, asbestos, hazard, shutdown, permit and site-contact information. The Supplier may reasonably rely on that information. The Customer confirms it has authority to instruct the work and procure required access, isolation, testing, removal and other permissions.

The Customer identifies people authorised to approve expenditure and variations. A site contact may provide access, identify the fault, sign attendance records and request reasonable work within a communicated authority limit, but cannot amend liability, payment or these terms.

The Customer provides timely safe access, inductions, escorts, keys, codes, isolations, permits, welfare and clear work areas. Signing in, waiting for access, permits or escorts, and required site administration form part of chargeable attendance time.

The Supplier may refuse or suspend work involving uncontrolled danger, suspected asbestos, violence, biohazards, unsafe structures, uncontrolled electrical or gas risk or other material hazards. Attendance prevented by Customer or site conditions remains chargeable unless caused by the Supplier.

A diagnostic call-out uses reasonable care and skill to investigate a reported condition but does not guarantee diagnosis or permanent repair during the visit. No-fault-found, intermittent or concealed faults remain chargeable where reasonable investigation was performed.

Call-out inclusions, time allowance, travel area and charges are stated in the Quotation or schedule of rates. Labour beyond the allowance, materials, specialist plant, intrusive access, supplier journeys, waiting and return visits are additional unless included expressly.

Additional Work includes any activity outside the Original Scope. It should be approved by an authorised Customer representative. Where a pre-agreed authority limit applies, the Supplier may undertake proportionate connected work within that limit and provide evidence for invoicing.

Reasonable make-safe action may be taken without prior approval where urgently necessary to reduce immediate risk and contact attempts are unsuccessful. It does not authorise a full permanent repair unless proportionate and within agreed authority.

Opening, cutting, drilling, dismantling or disturbing fabric requires appropriate authority and safety checks. The Customer accepts that authorised investigation may cause unavoidable local disturbance. Reinstatement and making good are excluded unless stated.

The Supplier is not responsible for pre-existing, concealed or latent defects it could not reasonably identify. Discovery may require suspension, revised scope, specialist investigation or additional cost.

Materials, collection, delivery and handling are charged as stated. Customer-specified or supplied items are used at the Customer's risk as to selection and compatibility unless the Supplier expressly accepted design responsibility. Removed items become waste for lawful disposal unless the Customer requests retention before removal.

Title to unfixed goods remains with the Supplier until paid in full. The Supplier will not remove installed goods where removal would be unlawful, unsafe or cause disproportionate damage.

A temporary repair, isolation or make-safe measure is not a permanent remedy. The Customer must follow limitations and arrange recommended permanent work. The Supplier is not responsible for continued reliance beyond the stated purpose or period.

Dates are estimates unless expressly binding. The Supplier notifies material delay but is not liable for delay caused by lack of access, Customer or third-party default, unavailable parts, utility failure, severe weather, emergency, legal restriction or another event beyond reasonable control.

Completion may be evidenced by an attendance record, report, certificate, job system record, invoice or notification. A signature confirms attendance and recorded facts, not an agreement to waive defects.

The Customer must report an apparent defect promptly and provide reasonable evidence and access. Failure to report immediately does not extinguish a valid claim, but the Customer is responsible for additional loss that reasonable prompt reporting would have avoided.

The workmanship warranty period is the period stated in the Quotation. If none is stated, the Supplier will remedy proven defective workmanship reported within a reasonable period after completion where legally responsible. Manufacturer warranties are passed through where available.

Warranty excludes fair wear, misuse, lack of maintenance, pre-existing or hidden defects, Customer materials, unauthorised alteration, third-party interference, temporary repairs and matters outside scope. The Supplier must have a reasonable opportunity to inspect and remedy before third-party cost is incurred, except in a genuine emergency.

Charges, VAT treatment and payment period are stated in the Quotation or invoice. Unless stated otherwise, payment is due within 14 days of invoice. The Customer must notify a genuine invoice dispute promptly, identify the amount and reason, and pay undisputed sums on time.

The total mandatory price or calculation method is disclosed before acceptance. Optional items require positive agreement. VAT is charged at the legally applicable rate and supported by a valid VAT invoice.

The Supplier may claim statutory interest, fixed compensation and reasonable recovery costs on late commercial payments. Payment cannot be withheld because the Customer awaits payment, reimbursement or a purchase-order uplift from another party.

The Customer pays for work completed, committed labour, specially ordered or non-returnable goods, supplier charges and reasonable cancellation or demobilisation cost. Short-notice cancellation, failed access, unsafe conditions, absent permits or an unavailable contact may incur the applicable call-out or abortive attendance charge.

The Supplier may suspend for overdue payment, unsafe conditions, missing information or consent, abuse, unlawful instructions, credit risk or material breach. Where a breach can be remedied, a reasonable opportunity is normally provided. Either party may terminate for an unremedied material breach. Accrued payment and other rights survive termination.

The Supplier may appoint competent subcontractors and specialists and remains responsible for managing contracted Services as required by law. Specialist availability and lead time may affect programme. A Customer-nominated contractor remains the Customer's responsibility except for negligent coordination by the Supplier.

Each party complies with its health and safety duties. The Customer discloses site hazards, fragile surfaces, vulnerable occupants, animals, public access and security restrictions. The Customer remains responsible for site-level safeguarding and management of occupants unless expressly agreed otherwise.

Each party protects confidential information and may share it only with people, insurers, advisers and suppliers who reasonably need it or where disclosure is lawful. Pre-existing intellectual property remains with its owner. On full payment, the Customer receives a non-exclusive licence to use job-specific reports for their stated purpose.

The Supplier maintains insurance appropriate to the Services it accepts and provides evidence where reasonably required. Insurance does not increase contractual liability. No cover type, policy limit or additional-insured status applies unless confirmed in current written evidence.

Nothing excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss. The Supplier is not liable to the extent loss results from inaccurate Customer information, Customer materials, hidden defects, third-party interference, misuse or failure to mitigate.

Any aggregate liability cap must be stated in the accepted Quotation or signed agreement. If none is stated, liability is determined under applicable law; no insurance figure is incorporated as a cap merely because a certificate exists.

Each party must take reasonable steps to mitigate loss. Every exclusion or cap applies only so far as lawful and reasonable, including under the Unfair Contract Terms Act 1977. A cap does not reduce the Customer's obligation to pay properly due charges.

Where the Contract is a construction contract under the Housing Grants, Construction and Regeneration Act 1996, mandatory payment, notice, adjudication and suspension provisions apply and prevail over inconsistent wording. Nothing removes a statutory right to adjudicate.

Neither party is liable for delay caused by an event beyond reasonable control. The affected party notifies the other and takes reasonable mitigating steps. If material prevention continues for 60 days, either party may terminate affected uncompleted work, subject to payment for completed work and committed costs.

The parties first attempt operational and senior-level resolution. This does not prevent urgent relief, debt proceedings, adjudication or action to preserve time limits. Formal notices are sent to the latest notified business or email address; this does not govern service of court proceedings.

No non-party has enforcement rights under the Contracts (Rights of Third Parties) Act 1999. Neither party may represent that it is the other's general agent or partner. Delay in exercising a right is not a waiver. Invalid wording is modified or removed to the minimum necessary. The Contract is the entire agreement on its subject matter, without excluding fraud.

The Contract and non-contractual obligations are governed by the law of England and Wales. Subject to statutory adjudication rights, the courts of England and Wales have exclusive jurisdiction.

The Customer identifies known defects, hazardous materials, concealed services and fragile or valuable finishes. The Supplier is not responsible for a failure inherent in an existing system or for damage that could not reasonably be avoided when carrying out authorised diagnostic or opening-up work with reasonable care. Unless expressly included, making good is limited to a safe, sound and functional repair and does not guarantee an exact match to aged, discontinued or weathered materials.

Risk in goods passes when delivered to the Site or incorporated. Title remains with the Supplier until the corresponding invoice is paid in full. Before incorporation, the Customer keeps identifiable unpaid goods safe and, following termination or non-payment, permits lawful recovery during reasonable hours. This does not permit entry by force or removal where ownership has lawfully passed to a third party.

The Customer creates suitable backups and provides authorised access before any work capable of affecting alarms, controls, access systems, networks or stored data. Unless specifically contracted, the Supplier does not warrant compatibility with every older or third-party system and is not responsible for avoidable loss caused by the Customer's failure to back up or disclose known dependencies.

Neither party may publish the other's name, logo, site images or endorsement without permission. Each retains pre-existing intellectual property. Following full payment, the Customer receives a non-exclusive right to use project-specific ordinary deliverables for the relevant property and intended purpose. Reusable templates, methods, know-how and underlying systems remain with their owner.

The version provided or linked when the order is accepted applies; later publication changes are not retrospective. Design responsibility, collateral warranties, bonds, liquidated damages, retentions, framework call-offs, data processing, public-sector terms and unusual service levels apply only if expressly accepted in signed special conditions following a documented contract-specific risk and authority assessment.

Approved by David Swaddle, Owner, on 30 August 2026.