Contract for Services
This document, together with documents referred to herein (hereafter collectively called the Agreement) contain the Terms and Conditions of a binding contract and governs the relationship between The Polishing Company (hereafter referred to as the Service Provider) and the party named in a Quotation, referred to as ‘the Client’, individually ‘a party’ and collectively ‘the parties’
Whereas the Service Provider is a business providing French polishing services and the Client is a business wishing to acquire those services.
Within this Agreement the following words shall have the assigned meanings.
Counterpart – two or more of the same documents, each being a counterpart, treated as being a single document.
Due date – the date at which payments become due for payment.
Executed : The act of commencing the agreement.
Project – the work or works to which the services relate.
Termination – the ending of this Agreement.
Masculine shall include feminine and singular shall include, and vice versa unless expressly stated otherwise.
Headings are for convenience only and shall not affect or interfere with the construction, intention or interpretation of the Agreement
Both parties enter this agreement as a business and in the upmost good faith.
It is expressly understood that the Service Provider is an independent business with respect to the services provided under this Agreement and neither the Service Provider nor anyone employed or engaged by the Service Provider shall be deemed for any purpose to be an employee, agent, servant, partner or representative of the Client.
This Agreement supersedes, replaces or modifies all other contracts, agreements or understandings.
except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by both parties.
In entering this Agreement both parties acknowledge the Service Provider has relied on descriptions, details and representations made by the Client in relation to the scope, nature, detail, specification and requirements of the work to be undertaken.
Both parties shall take all reasonable steps to mitigate any loss or damage resulting from a breach of this Agreement by the other party.
Where the Service Provider has insufficient information or detail to provide the Client with a true or accurate cost, the Service Provider shall, upon the request of a Client provide a non-binding estimate.
An estimate shall be an indication or ‘best guess’ of the costs based on the limited or unconfirmed information or detail provided and are subject to change.
Estimates are not an offer to contract and are supplied without warranty, guarantee or obligation of any kind.
An estimate may, at anytime be superseded by a quotation.
Unless otherwise stated, a quotation shall be an offer to contract, acceptance of the quotation by any method, whether by verbal communications or written acceptance shall be acceptance of that offer and the full Terms & Conditions.
A quotation shall represent the cost to the Service Provider to undertake the work as detailed.
The quotation assumes all the detail and information provided by the Client to be accurate and correct.
The Service Provider may delay providing a quotation until –
a) A site visit and job assessment has been carried out by the Service Provider;
b) The Client has provided images of the area to be worked on;
c) The Client has provided sufficient detail or information to enable the Service Provider to calculate or forecast an accurate cost.
In the event that any information or detail provided by the Client which has been taken into account by the Service Provider when preparing the quotation proves to be false, misleading or inaccurate the Service Provider reserves the right to withdraw or amend the quotation.
Quotations are valid for a period of 30 days after the date of issue, in the event that a quotation is amended before any contract is agreed, the valid period shall apply from the date of the amendment.
The Agreement shall be executed upon the Service Provider providing a Quotation and the Client accepting the Quotation. Acceptance can be verbal (example, over the telephone), in writing or by conduct (example, paying any advance payment or the work commencing).
In executing the Agreement both parties acknowledge they have read and understood (having taken legal advice should they, in their sole discretion consider it necessary or appropriate) the Terms & Conditions of the Agreement in full, or had the opportunity to do so.
The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement. No counterpart shall be effective until each party has executed at least one counterpart. Where agreement is in writing Signatures it shall be delivered and exchanged by Facsimile, electronic mail or first class post, with sufficient clarification that the communication is acceptance of the Quotation and its Terms.
Once executed, the Agreement shall be effective and binding until
a) The obligation of both parties under this Agreement are fully performed and all payments or disputes are settled; or
b) terminated under paragraph 51.
In the event that any errors, omissions, false, misleading or inaccurate information has been provided by the Client and not discovered until after the execution of the Agreement but before the work has commenced, the Service Provider may, without prejudice to any other remedy provided by contract, equity or Law –
a) Amend the contract to reflect the corrected detail or amendment.
b) Terminate the contract and recover any costs, losses or damages.
The Services shall be as defined within the Quotation or within a separate document clearly stating it is intended to form part of the Quotation and shall include matters referred to as job detail or description.
It shall be the responsibility of the Client to ensure all detail, information and specification accurately reflect the requirements of the work.
In the event that the false, misleading or inaccurate information has been provided by the Client but not discovered until after the work has commenced, the Service Provider may amend the Agreement to take into account the corrected inaccurate information. Any increase in cost to the Client must reasonably reflect the amendments.
In the event that the Service Provider fails to provide services to the required standards or within an agreed timeframe, the Client may, by serving notice upon the Service Provider, request the failure be remedied.
The Notice shall contain sufficient detail for the Service Provider to fully understand the issues, the required remedy and the timeframe for implementing the remedy.
Where a notice under section 25 is received the Service Provider shall –
a) Acknowledge receipt of the notice within 3 working days, and
b) Confirm the requested remedy will be provided; or
c) Dispute or contest the notice
Where the Service Provider accepts the issues raised in the notice he shall implement the remedy at his own cost.
The notice may be disputed or contested by the Service Provider by way of a counter notice served within 7 days of the date of the Counter notice where
a) The failure of the Service Provider was as a direct result or consequence of a failure of the Client to provide relevant detail or information.
b) The failure of the Service Provider was as a result of a Force Majeure event or a delay or failure of a third party beyond the control of the Service Provider.
c) the requested remedy exceeds what would be reasonably required.
d) The stated timeframe is impractical or unreasonable.
e) Any other reason which makes the notice unreasonable or unfair.
Where a remedy cannot be agreed between the parties they may agree to refer the dispute to an independent arbitrator or assessor, the cost of which shall, unless expressly otherwise agreed, be shared equally between the number of parties involved in the dispute.
The Client shall provide the Service Provider with all information that is available, necessary or required for each Project to enable the Service Provider to take into account all relevant detail to provide a fair and accurate quotation, perform the services and comply with contractual and legal obligations, including but not limited to –
a) A copy of any assessment of risks to health and Safety.
b) Images taken of the area to which the services shall be required.
c) Any other information, detail or document that would be advantageous or desirable to be known by the Service Provider, or otherwise assist the Service Provider to meet his obligations under this Agreement or in Law.
Where the Client does not include information within paragraph 31, the Service Provider cannot be bound, responsible or liable for any issue, act or omission that may arise.
The Client shall make all payments due to the Service Provider on or before the due date.
Unless the services are to be carried out on the Service Providers premises the Client will arrange and provide access to the location or site where the work is to be carried.
The Client shall assist the Service Provider to comply with all Health and Safety requirements.
Service Provider Obligations.
The Service Provider shall use their best endeavours to perform the services in accordance with this Agreement with regard to both performance and completed results.
The Service Provider shall provide all labour (including, employees, consultants, agents, freelance, sub-contractors), materials and equipment required or necessary to complete the services and fulfil their contractual obligations.
The Service Provider shall provide management, supervision and direction as to the method and manner of performing the services in accordance with this Agreement. .
The Service Provider shall inform the Client of any event, occurrence or situation that arises and in the opinion of the Service Provider, will or has the potential to materially affect any obligation or impede the ability to provide the services in a timely manner, in order that any decision necessary can be taken or remedial action sanctioned as would be appropriate or necessary.
The Service Provider shall ensure all aspects of applicable regulatory governance, industry codes and standards, are complied with, having particular regard to Health & Safety.
The Service Provider shall hold and Maintain all insurances required by Law and any additional protection that the Service Provider considers necessary or desirable. Evidence of the insurance shall be provided to the Client upon request.
Fees and Charges
The Service Provider shall be entitled to receive, in consideration of the services provided, the amounts specified in the Quotation plus any additional charges under this Agreement, on or before the due date.
Unless otherwise stated the charges shall be paid by way of
a) an advance payment equal to 50% of the total value of the Agreement, the due date shall be at the point of execution of the Agreement.
b) The balance and any additional charges due under this Agreement shall be due upon receipt of an invoice issued by the Service Provider upon completion of the services.
In the event that payment is not received by the Service Provider on or before the due date the Service Provider may –
a) Suspend providing services, under this or any other Agreement or project between the parties until cleared funds equal to the amount due has been received by the Service Provider, by providing notice of not less than 7 days.
b) Add compensation at an amount equal to £40 if the amount due is under £1000, £70 if the amount due is between £1,000 and £10,000 or £100 if the amount due is over £10,000 in accordance with the Late Payment of Commercial Debt (Interest) Act 19
c) Interest at 8% per annum above the Bank of England base rate, calculated per day.
d) Terminate this Agreement.
The Client may not withhold any payment due to the Service Provider under this Agreement unless he has provided notice of not less than 7 of his intention to withhold payment, such notice shall include the amount of payment being withheld and the reasons for doing so.
Where a withheld amount is less than the amount due, the undisputed payment shall be made on or before the due date.
Where a withheld amount becomes the subject of mediation, arbitration or assessment and the amount is determined to be due, the Client shall make the payment within 7 days of the determination notwithstanding an application may be made to a court for determination,
Any provision within any contract which makes payments due under this Agreement conditional upon the Client receiving payments from a third party shall be ineffective.
For the purposes of the Housing Grants, Construction and Regeneration Act 1996 and the Scheme for Construction Contracts, an invoice issued by the Service Provider shall be the ‘notice of payment due’ and the final payment date shall be the same as the due date.
This Agreement shall terminate upon performance of all obligations by both parties.
Either party may terminate this Agreement before the anticipated completion date –
Unless the agreement provides otherwise, in the event of a material breach of the Terms and Conditions that cannot be rectified within 7 days, or if the services have commenced or will or are likely to be completed in less than 7 days, the period to rectify or remedy the breach shall be the day before the anticipated or stated completion, or any other period expressly agreed between the parties.
Where either party becomes incapable, financially or otherwise, of performing their obligations, including but not limited to death, mental or physical incapacity, insolvency, bankruptcy or winding up (or proceedings are initiated to that effect).
Where either party is or becomes involved in any illegal or unlawful activity whether the activity is connected to this Agreement or not.
By mutual consent.
Termination is effected by service of a notice, except where termination is by both parties performing their obligations when no notice is necessary and the Client signs a document confirming the work has been completed.
Effects of termination.
Any outstanding fees, charges or payments shall become immediately due.
In the event that the Agreement is terminated for reasons other than the Service Providers breach of contract before the work commences, notwithstanding any other remedy available in contract, tort, equity or Law, the Service Provider shall be entitles to recover all costs and expenses incurred up to the date of termination.
In the event that the Agreement is terminated for reasons other than the Service Providers breach of contract, after the work has commenced but before completion, notwithstanding any other remedy in contract, tort, equity or Law the Service Provider may recover all payments that would have been due under the Agreement has it been completed.
Any advance payment made by the Client may be used to offset any amount due to the Service Provider.
Where either party terminates this Agreement prior to the completion of the services, the Client shall be entitled to appoint an alternative Service Provider in lieu of any notice.
Termination of this Agreement shall not prejudice the rights or obligations of either party accrued prior to termination.
Any rights or obligations that by their nature, intent, purpose or by specific contractual reference survive termination shall continue to have full effect.
Each party acknowledges they shall protect and not publically disclose any Confidential information of the other party unless required to do so by Law or by an order of a Court
‘Confidential information’ means all non-public information relating to a parties business and their activities, past present and future, including but not limited to this Agreement, documents, data, images, ideas, designs, prototype and experimental work whether technical or not and any information, intellectual property or trade secrets used by either party under their contractual obligations with each other or with their prospective employees, agents sub-contractors or consultants.
Both parties may assign all obligations, rights and benefits under this Agreement, when selling or transferring their business or interest as a whole, by serving notice upon the other party of not less than 28 days.
In all other circumstances, either party can only assign their obligations, rights and benefits under this Agreement with the express written consent of the other party, which shall not be unreasonably withheld.
Both parties warrant not to attempt to circumvent any of the Terms and Conditions of this agreement either individually, in part or in full.
The Service Provider warrants they possess the skill, knowledge and resources to perform the obligations created by this Agreement.
The Service Provider warrants the amount quoted and stated within a Quotation is sufficient to support the performance of all its obligations expressed in this Agreement and implied by Law.
The Client warrants they have the means to pay the amounts due under this Agreement when they become due.
The Service Provider shall indemnify the Client, its employees, agents and representatives, and hold harmless against all claims, claims, legal fees, losses, costs and other expenses in any actions against the Client arising out of the Service Providers breach of the Terms & Conditions herein.
The Client shall indemnify the Service Provider, its employees, agents and representatives and hold harmless against all claims, legal fees, losses, costs and other expenses in any actions against the Service Provider arising out of the Clients breach of these The Terms & Conditions herein.
Neither party shall be liable to the other for an amount exceeding the value of the work, as stated within the Quotation.
Nothing in this Agreement shall remove or limit either parties liability for death, injury or fraud (including fraudulent misrepresentations).
Neither party shall be held in breach of this Agreement, or held liable in damages for any event, delay or default resulting from Force Majeure (A force of nature or ‘Act of God’) including but not limited to adverse weather, war, strikes, Governmental restrictions, power failures, failure of suppliers, sub-contractors or carriers or other causes beyond the reasonable control of the party, providing that the party experiencing the difficulty provides prompt written notification
Any notice necessary or required under the provisions of this agreement shall be served by hand or by way of recorded delivery mail or courier service or electronic mail.
Notices shall be deemed to have been served immediately if by hand, upon signing if by recorded delivery or courier, or 1 hour after sending an electronic mail if the electronic mail has not been returned undelivered.
Should a dispute arise out of or in connection with this agreement which cannot be resolved amicably between the parties they may –
Seek resolution via their appointed representatives.
Request the intervention of an independent mediator, arbitrator or assessor.
Request the input and opinion of an authorised trade or governing body.
Refer the dispute to an adjudicator under the provisions of the Housing Grants, Construction and Regeneration Act 1996 and the Scheme for Construction
Request a determination from the Courts.
A party may invite the other party to participate in mediation, arbitration or appoint an assessor or adjudicator they shall serve written notice. Where a party receives such a notice they shall respond within 7 days.
Where the parties agree to appoint a mediator, arbitrator, assessor or adjudicator they will be requested and expected to deliver their report, opinion, suggestion, recommendation or decision within 28 days.
The mediator, arbitrator, assessor or adjudicator shall have a duty to act impartially and will take the lead and initiative in ascertaining the facts and applicable Laws
The parties may accept the opinion, suggestion, recommendation or decision as a final and binding determination of the dispute or alternatively where agreement is not forthcoming, initiate proceeding within the Courts.
The parties shall not hold the mediator, arbitrator, assessor or adjudicator or their employees or agents liable for anything done or omitted in the discharge of his functions unless the act or omission is in bad faith.
Except where the dispute is in relation to costs, charges or any part of the services which may need to be repeated or re-performed, the Service Provider shall proceed with the execution of all services whilst a resolution to the dispute is sought.
Law and Jurisdiction
The Agreement shall only be available in the English language, in the event that an Agreement is translated into any other language the English version shall always prevail.
If any provision of this Agreement is, or shall become invalid or unenforceable in the opinion of a court of Law it shall in no way affect or diminish the remainder of the Agreement and it shall remain valid and enforceable to the fullest extent permitted by Law. Both parties shall seek and agree an alternative provision that is valid and enforceable and reflects the intent of the original term.
a person or company who is not party to the Agreement shall not have any rights, benefits or obligations under this Agreement or any part of it and the Contract (Rights of Third Parties) Act 1999 shall not apply.
No forbearance, indulgence, relaxing, inaction or delay in either party enforcing performance, its contractual or legal rights shall prejudice, restrict or otherwise diversely affect the rights of that party to enforce its rights at a later date or later breach.
The Agreement, its construction, formation and any contractual disputes or claims shall be governed by and in accordance with English Law and shall be subject to the exclusive jurisdiction of the courts of England and Wales