HP Décor Ltd - Terms & Conditions

Definitions

Agreement: These terms and conditions and the front sheet agreed between the parties setting out the Client, Supplier, Feature, Charges and Date.
Client: The person, firm or company with whom the Supplier contracts.
Charges: The fees agreed between the parties.
Feature: The Feature placed by the Client under this Agreement, including any other service; Services: Any services provided under this Agreement.
Supplier: The Supplier identified on the from sheet of this Agreement.

Basis of the Agreement

1. The Supplier agrees to provide the services to the Client and the Client agrees to pay the Charges in accordance with the terms of this Agreement.
2. An Agreement Client only be formed on acceptance by the Supplier of the Clients order, or verbal instruction.
3. These terms and conditions Client apply to the exclusion of all other terms and conditions including terms and conditions which the Client may purport to apply under any order or other document in the case of any conflict or ambiguity between terms, this document shall prevail.
4. The Supplier may employ subcontractors to carry out any part of its obligation under the Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. The Supplier acts as principle in this Agreement. The Client may not assign its rights and obligations under this Agreement without the without the written consent of the Supplier.
5. Any variation of these terms* and conditions (including any special term* and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised officer of the Supplier.
6. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted at the relevant time. Supplier’s Responsibilities.
7. The Supplier will use its best endeavours to commence work and complete work within the agreed time period subject to the availability of the Clients premises.
8. The Supplier makes no warranty into workmanship or time scale, however will use their best endeavours to comply with specification.

Client's Responsibilities

1. The Client is responsible for ensuring that the original specification and answers are accurate and complete.
2. The Supplier reserves the right to edit, amend or refuse to accept proposed changed Features which it considers to be offensive, unlawful or inappropriately.
3. The Client may request that the Supplier makes changes to the specification at any time in writing, but the Supplier may levy reasonable additional Charges for such work. Payment Provisions
4. The Charges will be paid in advance in equal monthly instalments on the date of this Agreement and Monthly thereafter, according to the option chosen by the Client the initial deposit fee shall be paid on the date of this Agreement.
5. The Client shall pay the Charges by Standing Order or Direct Debit, and the Supplier reserves the right to change the required payment method by notice.
6. The Supplier reserves the right by giving notice to the Client at any time to increase the Charges or to raise additional Charges payable within 14 days if:
   a. The Client requests changes to the Feature.
   b. The Client agrees any change to the Feature proposed by the Supplier.
   c. Services are required by the Client with exceptional urgency.
   d. The Client fails to give the Supplier adequate or accurate information in accordance with this Agreement.
7. Unless alternative payment provisions are agreed, the Supplier may submit an invoice.
8. All sums due under the Agreement will be paid by the Client by the due date without any deduction, set-off, counterclaim or abatement and time for payment shall be of the essence.
9. The Charges do not include VAT or any similar sales tax, impost or custom duties which will be paid additionally by the Client at the prevailing rate.
10. If the Client fails to make any payment within the time specified within this Agreement the Supplier may take any or all of the following steps:
    a. Immediately demand the balance of the Charges for the outstanding in full and suspend services.
    b. Charge the Client both before and after any judgement on the amount unpaid at the rate of 4% PA above the HSBC base lending rate until payment is made in full and accruing on a weekly basis.
    c. Appropriate any payment made by the Client and set-off any monies owed to the Client whether under the Agreement or party other contract.
    d. If the Client fails to make a payment within 14 days of it falling due the Supplier reserves the right to appoint debt collectors and the Client agrees to be liable for the fees of such collectors.

Warranties and Liabilities

1. The Supplier shall not be responsible for any errors in the Feature or any unsatisfactory Services which are not notified in writing.
2. The terms in this Agreement represent the whole Agreement between the parties and any other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise including (without limitation) as to the condition, quality, performance, fitness for purpose of any goods or the standard of care used in the provision of services are hereby expressly excluded from the Agreement save as prohibited by law.
3. The Supplier shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings nor for any indirect or consequential loss, damage, cost, or expense of any kind whatever and however caused.
4. Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Agreement due to any act of God, war, strike, lock-out, indus trial action, flood drought, tempest or other force majeure even beyond the reasonable control of either party.
5. All notices to be given under this Agreement shall be in writing and shall and shall be sent to the normal business address of this Agreement.
6. This Agreement shall commence on the commencement date and shall continue until the final payment is received.
7. No failure or delay by the Supplier to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them and any waiver, to be effective, must be in writing.
8. Any part of this Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the extent permitted by law.
9. All parties shall keep confidential all material concerned.
10. This Agreement is the complete and exclusive statement of the Agreement between the parties relating to the subject of the Agreement and supersedes all previous communications, representations and other arrangements, written or oral.
11. The Supplier may use a Client’s personal information to
    communicate with Clients via email newsletters or other avenues to offer marketing information and other communication to assist in business related activities.