Terms & Conditions
Thank you for deciding to use The Little Conservatory Company. These Terms & Conditions set out our agreement for the provision of our services to you.
The definitions used in this agreement are set out at Annexure A.
In this agreement, unless the context otherwise requires; the headings, notes and footnotes are included for convenience only and shall not affect the interpretation of this agreement; the singular includes the plural and vice versa; a gender includes any other gender; a reference to a ‘person’ includes any individual, firm, partnership, company and any other body corporate; and a reference to a statute, statutory instrument or other subordinate legislation (“legislation”) is to such legislation as amended and in force from time to time, including any legislation which re-enacts or consolidates it, with or without modification, and including corresponding legislation in any other relevant part of the United Kingdom.
Services
1.You hereby instruct us to undertake the Works at the Property. You hereby acknowledge and agree that we shall be entitled to charge an Additional Fee for any Additional Works. We shall notify you of the Commencement Date on our allocation of a team to the project. We shall carry out the Works in accordance with the Contract Documents.
Payment
2. You shall pay the Contract Sum in the staged instalments anticipated at Annexure A on our notification to you that the Works set out in any given stage are practically complete. Our invoice for payment in respect of any stage of the Works shall be considered a notice of practical completion of such Works for the purpose of this clause.
a) You shall be liable to pay VAT at the prevailing rate on the Contract Sum and any Additional Fees, where applicable.
b) You shall pay the Additional Fees on our notification to you that the relevant Additional Works have been practically completed. Our invoice for payment in respect of any Additional Fees shall be considered a notice of practical completion of such Additional Works for the purpose of this clause.
c) The due date for payment is the date of invoicing. The final date for payment is 7 days from the date of invoicing (“Final Date for Payment”).
d) We shall be entitled to charge you interest at 8% above the Bank of England base rate per annum in respect of any amount due by you to us that is not paid by the Final Date for Payment.
e) All amounts due by you to us under this agreement shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3. We shall be entitled to drawdown from any Deposit to extinguish any invoice(s) that we raise pursuant to clause 2 that are not paid by you by the Final Date for Payment.
Additional Works
4. On occasions we may need to perform works other than those set out at Annexure A where you have instructed us to do so or where such works are necessary in order to enable us to deliver the Works in accordance with the Contract Documents.
5. Any works not anticipated by the Works that are required to be undertaken by the Contractor in order to implement any planning application or design shall be charged in addition to the Contract Sum as Additional Works.
6. You may without invalidating this agreement issue instructions requiring an addition to, omission from, or other change in the Works or the order or manner in which they are to be carried out.
7. We shall endeavour to agree a price with you prior to us carrying out any Additional Works. If we undertake Additional Works without agreeing a price with you, we reserve the right to charge a reasonable fee for those Additional Works.
8. You hereby consent to us undertaking, without prior instruction from you, such works to the Property necessary in the event of an emergency to preserve the condition and integrity of the Property.
Delay
9. The Contractor cannot guarantee that the Works and/or any Additional Works shall be completed by any specific date. You hereby acknowledge that the date of supply of any materials to the Contractor is beyond the control of the Contractor and you shall not be entitled to any damages or to terminate in the event that any such delay is caused to the progress of the Works.
10. You shall have no right to damages or to terminate in the event that delay is caused by the re-ordering of materials for any reason whatsoever.
Divergences from Statutory Requirements
11. If we become aware of any divergence between the Statutory Requirements and the Contract Documents or between the Statutory Requirements and any instruction from you, we shall immediately notify you, specifying the divergence.
12. We shall not be liable under this agreement if the Works and/or any Additional Works do not comply with the Statutory Requirements to the extent that the non-compliance results from us having carried out work in accordance with the Contract Documents or your instructions.
13. We shall pay any fees or charges (including any rates or taxes) legally demandable under any of the Statutory Requirements. Such fees and charges shall not be reimbursable to us by you unless otherwise
Cancellation Rights
14. THIS PROVISION SHALL ONLY APPLY TO A CLIENT WHICH IS AN INDIVIDUAL AND WHERE THE CONTRACT IS CONCLUDED OFF-PREMISES
15. Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”) you may withdraw your instructions to us on this matter up to fourteen (14) days after the date of this agreement without giving any reason (“Cancellation Period”). We are required to send to you the enclosed “cancellation form”, although you are not obliged to use it if you choose to cancel our instructions, provided you make a clear statement to us that you do not want us to proceed e.g. a letter sent by post, fax or email. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired, even if we do not receive it until after the end of the period.
16. Under the Regulations, we may not start work before the end of the Cancellation Period unless you have made an express request in writing that we do so. If you wish for us to commence work under this agreement prior to the expiration of the Cancellation Period, the enclosed “instruction to start work” form must be signed and returned to us, so that the Services may commence.
Contractor’s Obligations
17. The Contractor shall carry out and complete the Works in a proper and workmanlike manner and in compliance with the Contract Documents and Statutory Requirements, and shall give all notices required by the Statutory.
18. The Contractor shall ensure that any materials or standards of workmanship are of reasonable quality.
19. The Contractor shall make reasonable endeavours to source and use brick and/or stone that is reasonably similar to the existing brick and/or stone at the Property, but you hereby agree that the brick and/or stone that we use may be different in colour, texture or in another way to the existing brick and/or stone at the Property. You hereby acknowledge that any such brick and/or stone used by the Contractor may vary in colour from the Completion Date due to the expiration of time and the elements.
20. The Contractor shall attend site prior to the commence of the Works and any Additional Works to assess access to the Property, height restrictions, any utility issues, ground conditions, identifying drainage layout and other such matters. For the avoidance of doubt, none of the above amounts to a survey or inspection and is for the Contractor’s purposes only in preparing for the Works and any Additional Works commencing at the Property.
Your Obligations
21. You shall allow the Contractor access to the Property, including but not limited to any driveways and/or side passages, on the days and hours required by the Contractor in order for the Contractor to carry out the Services including the storage of materials, plant and tools used for the provision of the Services.
22. You hereby acknowledge and agree to the Contractor erecting temporary scaffolding, scaffolding towers and/or any other such erections and the placement of a skip at the Property for the purposes of the Works. You shall be responsible for obtaining the consent of the owner of any neighbouring property where such scaffolding or other erections need to be erected partially or wholly on the neighbouring land.
23. You hereby acknowledge and agree that you are responsible for the obtaining of any planning permissions (where required), the notifying of building control (where required) and any required consents or permissions in the event that the Property is in a conservation area, is a listed building or is the subject of any other restrictions.
24. You shall provide access to building control to enable them to attend the Property.
25. You are responsible for the payment of any fees, production of any drawings, obtaining of any approvals and other such matters related to the obtaining of any planning permission and/or building control approval of the Works.
26. You shall be responsible for supplying to the Contractor evidence of the boundary line between the Property and any properties that abut the Property.
27. You shall provide the Contractor with running hot and cold water and electrical power for the purposes of the Works and/or any Additional Works up to and including the Completion Date.
28. You shall allow the Contractor and any of its employees, contractors and/or consultants access to a toilet at the Property up to and including the Completion Date.
Defects & Accidental Damage
29. If any defects, shrinkages or other faults in the Works and/or Additional Works appear within the Rectification Period due to materials, goods or workmanship not in accordance with this agreement we shall make good such defects, shrinkages or other faults entirely at our own cost.
30. Subject to clauses 35 and 36, any damage caused to the Property, and notified to the Contractor in writing within one calendar month of the Completion Date, by the Contractor shall be remedied by the Contractor at the Contractor’s expense to your reasonable satisfaction. You are hereby obliged to allow the Contractor a reasonable opportunity to remedy the damage before you are entitled to engage a third party to do the same.
31. The Contractor shall not be liable for any damage caused to the interior decoration of any walls, any carpets and/or any driveways used to access the Property for the purpose of the carrying out of the Works.
32. The Contractor shall not be liable for any damage caused to the Property by any third party or the elements.
33. The Contractor shall not be liable for any costs incurred by you in engaging a third party contactor to remedy defects within the Rectification Period.
Correction of inconsistencies
34. Any inconsistency in or between the Contract Documents, the Statutory Requirements and Annexure A shall be corrected so that Annexure A are consistent with the Contract Documents and Statutory Requirements and any such correction which results in an addition, omission or other change shall be treated as Additional Works.
Marketing
35. You hereby agree and acknowledge that the Contractor is entitled to take photographs of the Works and any Additional Works and use them for marketing purposes, including but not limited to the Contractor’s website, without your further consent.
36. You hereby agree and acknowledge that the Contractor shall be entitled to erect signage at the Property with the Contractor’s name, logo and other details thereon for the duration of the Works and any Additional Works.
Warranties
37. The Contractor hereby warrants that any materials used in respect of the Works and/or Additional Works shall, if properly maintained, endure for a period equivalent to and to the extent covered by the manufacturer’s warranty for that specific material.
38. The Contractor hereby warrants that the installation of any materials in respect of the Works and/or Additional Works has been undertaken to a reasonable standard and the Contractor shall return to the Property to remedy any defects to the Works and/or Additional Works that relate to workmanship up to and including the second anniversary of the Completion Date to your reasonable satisfaction.
39. Such warranties shall be invalid if you or a third party undertake any works to the Works and/or Additional Works.
Assignment
40. Neither party may, without the consent of the other, assign this agreement or any rights thereunder.
Contractor’s right of suspension
41. If you fail to pay a sum payable to us by the Final Date for Payment and the failure continues for 7 (seven) days after we have given notice to you of our intention to suspend performance of our obligations under this agreement and the grounds for such suspension, we, without affecting his other rights and remedies, may suspend performance of any or all of those obligations until payment is made in full (“Specified Suspension”).
42. Where we exercise that right of suspension we shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by us as a result of exercising the right.
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Termination (General)
43. Either party may terminate this agreement on the insolvency of the other party. Our obligations to carry out and complete the Works shall cease on such termination.
44. The Contractor, at its sole discretion, may terminate this agreement in the event that any planning permission obtained in respect of the Property and to which the Works relate is not commercially viable for the Contractor to implement.
Termination (Default by You)
45. If you do not pay by the Final Date for Payment the amount due to us in accordance with clause 6 and/or any VAT properly chargeable on that amount we may give to you a notice specifying the default or defaults (“Specified Default(s) Notice”).
46. If before practical completion of the Works or any Additional Works the carrying out of the whole or substantially the whole of the uncompleted Works or any Additional Works is suspended for a continuous period of one month or more by reason of any impediment, prevention or default, whether by act or omission, by you or any Employer’s Person, then, unless in either case that is caused by our negligence or default or that of any Contractor’s Person, we may give to you a “Specified Suspension Notice” specifying such event or events.
47. If an event(s) set out in a Specified Default Notice or a Specified Suspension notice continues for 7 days from the receipt of such notice, we may on, or within 10 days from, the expiry of that 7 day period by a further notice to you terminate our employment under this
Termination due to Prolonged Suspension
48. If, before practical completion of the Works, the carrying out of the whole or substantially the whole of the uncompleted Works is suspended for the relevant continuous period of one month or more for a reason outside the control of the Contractor then either Party may upon the expiry of that relevant period of suspension give notice to the other that, unless the suspension ceases within 7 days after the date of receipt of that notice, they may terminate our employment under this agreement. Failing such cessation within that 7-day period, they may then by further notice terminate that employment.
Consequences of termination under clauses 43, 44 or 48
49. If our employment is terminated under either clause 43, 44 or 48:
i. no further sums shall become due to us otherwise than in accordance with this clause 49;
ii. we shall as soon as reasonably practicable prepare an account. The account shall set out:
(1) the total value of work properly executed at the date of termination of our employment, ascertained in accordance with this agreement as if the employment had not been terminated, together with any other amounts due to us under the agreement; and
(2) the cost of materials or goods (including Site Materials) properly ordered for the Works and/or Additional Works for which we have paid or are legally bound to pay;
After taking into account amounts previously paid to us under this agreement, you shall pay to us the amount properly due in respect of the account within 28 days of its submission by us to you, without deduction of any retention. Payment by you for any such materials and goods as are referred to in clause 49 (ii) (2) shall be subject to those materials and goods thereupon becoming your property.
Consequences of termination under clause 45, 46 or 47
50. If our employment is terminated under clauses 45, 46 or 47 we shall as soon as reasonably practicable prepare an account. The account shall set out:
i. the total value of work properly executed at the date of termination of our employment, ascertained in accordance with this agreement as if the employment had not been terminated, together with any other amounts due to us under the agreement;
ii. the cost of materials or goods (including Site Materials) properly ordered for the Works and/or Additional Works for which we have paid or are legally bound to pay; and
iii. any direct loss and/or damage caused to us by the termination.
After taking into account amounts previously paid to us under this agreement, you shall pay to us the amount properly due in respect of the account within 28 days of its submission by us to you. Payment by you for any such materials and goods as are referred to in clause 37 (ii) shall be subject to those materials and goods thereupon becoming your property.
Third Party Rights
51. This agreement is not intended to create any right enforceable by a person who is not a party to the contract, whether under statute or otherwise.
Insurance
52. We hold Self Employed Tradesman insurance. We will supply details of this upon request. You are responsible for arranging and maintaining a Works Insurance Policy and buildings insurance (including contents) in relation to the Property, the Works and any Additional Works.
Invalidity
53. If any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of all other provisions shall not be affected.
Force majeure
54. Neither Party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Pandemic
55. You acknowledge and accept that shall not be responsible for any pandemic related consequences resulting from the performance of the Services.
Dispute Resolution
56. If any dispute or difference arises under this agreement either Party may refer it to adjudication. The adjudication nominating body shall be RICS. This agreement is governed by English law and the Courts of England have exclusive jurisdiction to settle any dispute between us. Any judgment obtained in England is to be considered final, conclusive, binding and enforceable in any court of any other competent jurisdiction.
Waiver
57. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Entire agreement
58. This agreement, including these terms and conditions and any annexures, constitutes the entire agreement between the Parties.
Annexure A
Definitions
Additional Fees: such fees payable by you to us in respect of the provision of Additional Works.
Additional Works: such further services beyond the Works as instructed by you and/or such necessary services provided by us to you in order to enable us to deliver the Works. For example only, the cost so surveyors, architects and/or structural engineers that are not included within the Works.
Commencement Date: the date of commencement of the Works as notified to you by us prior to the commencement of works.
Completion Date: the date on which the Works are practically complete.
Contractor, We, Our or Us: The Little Conservatory Company Ltd of Homestead Farm, Elmstone Hardwicke, Cheltenham, Gloucestershire, United Kingdom, GL51 9TH.
Contract Documents: all documents and drawings relating to the planning permission(s) or design(s) produced by or on behalf of the Contractor in respect of the anticipated works at the Property.
Contract Sum: the amount of [AMOUNT]Contractor’s Persons: the Contractor’s employees and agents, all other persons employed or engaged on or in connection with the Works or any part of them and any other person properly on the site in connection therewith, excluding the Employer, Employer’s Persons and any Statutory Undertaker.
Deposit: the sum of [AMOUNT]
Employer or You: [NAME] of [ADDRESS]
Employer’s Persons: all persons employed, engaged or authorised by you, excluding us, Contractor’s Persons and any Statutory Undertaker.
Excepted Risk(s): ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds.
Party or Parties: Either or both of the Contractor and/or Employer.
Property: [INSERT ADDRESS].
Rectification Period: the period of 12 (twelve) months from the Completion Date.
Site Materials: all unfixed materials and goods delivered to and placed on or adjacent to the Works which are intended
for incorporation therein.
Statutory Requirements: any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Works or performance of any obligations under this agreement and any regulation or bye-law of any local authority or statutory undertaker which has any jurisdiction with regard to the Works or with whose systems the Works are, or are to be, connected.
Statutory Undertaker: a person that is undertaking work pursuant to their statutory obligations.
Works: the works set out at Annexure A.
Works Insurance Policy: the joint names policy covering the Works and Site Materials to be affected and maintained by you.