These agreed terms and conditions (“the Conditions”) apply to all works undertaken and Services provided by Dylan Hartley Ltd CRN: 07125779 (“Dylan Hartley”) whose registered office is at 4 Darwin Court, Oxon Business Park, Shrewsbury Shropshire SY3 5AL). Dylan Hartley reserve the right to vary, alter or change these Conditions at any time without notice. These Conditions shall be published on the website of Dylan Hartley and the Client should review them as often as possible.

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Contract: the Client’s acceptance of the Estimate in relation to the supply of Services by Dylan Hartley under condition 2.2.

Contract Sum: the price paid by the Client to Dylan Hartley for the Services.

Client: the person, firm or company who purchases the Services from Dylan Hartley in accordance with these Conditions.

Deposit: means 20% of the Estimate.

Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Estimate: the estimated cost of the contract sum produced by Dylan Hartley for the provision of the Services as agreed with the Client (whether orally or in writing).

Contract Start Date: the date upon which the provision of Services is to be begin as agreed in advance between Dylan Hartley and the Client either verbally or in writing.

Services: means the provision of workmanship, materials or advice by Dylan Hartley pursuant to the Contract.

VAT: value added tax chargeable under English law for the time being and any similar additional tax and all such payments hereunder shall be exclusive of VAT.

1.2 Headings in these conditions shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5 A reference to writing or written includes faxes and e-mail.

1.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.7 References to conditions and schedules are to the conditions and schedules of the Contract.

2. Application of conditions

2.1 These Conditions shall:

(a) apply to and be incorporated into the Contract; and

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.

2.2 The Client’s acceptance of an Estimate for the Services shall be in the form of a signed Acceptance Form sent by the Client in acknowledgment of the acceptance of these Conditions as received by email, fax or post from the Client by Dylan Hartley together with the receipt of the Deposit from the Client, and which shall, constitute an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by Dylan Hartley other than:

(a) by a written acknowledgement via a letter of confirmation or invoice or otherwise issued and executed by Dylan Hartley; or

(b) (if earlier) by Dylan Hartley commencing the arrangements for the provision of the Services upon the provision of evidence from Dylan Hartley in relation to the making of such arrangements,

when a contract for the supply and purchase of the Services on these Conditions will be established. The Client will then pay the Deposit to Dylan Hartley in full and in cleared funds at the time the Contract is entered into in accordance with these Conditions. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.

2.3 Estimates are given by Dylan Hartley on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 60 days from its date, provided that Dylan Hartley has not previously withdrawn it.

3. Commencement and duration

The Services supplied under the Contract shall be provided by Dylan Hartley to the Client from the date of acceptance by Dylan Hartley of the Client’s offer in accordance with condition 2.2.

4. Dylan Hartley – our obligations

4.1 Dylan Hartley shall use reasonable endeavours to provide the Services which cannot be guaranteed unless payment is made by the Client in accordance with these terms and conditions. Dylan Hartley cannot be held responsible by the Client for any changes that may have been made to any aspect of the Services or in the provision of the Services due to matters outside their control.

4.2 Dylan Hartley reserve the right to make alterative arrangements in the provision of the Services including the ability to substitute a specified material or product with a material or product of a similar nature where necessary.

4.3 All such arrangements made by Dylan Hartley in the provision of the Services are subject to such third party terms and conditions that there may be and the Client must make themselves fully aware of such third party terms and conditions as Dylan Hartley cannot in anyway be held responsible or liable for any changes to such third party terms and conditions that there may be.

4.4 Dylan Hartley shall be entitled without the agreement of the Client to make operational changes to the Services that have no material or adverse effect on the provision of the Services.

4.5 Third party products and / or services supplied to and / or supplied by Dylan Hartley as part of the Services shall be supplied in accordance with that third party supplier’s terms and conditions. The Client agrees to fully acquaint themselves with, and act in accordance with, those terms and conditions.

5. Client’s obligations

5.1 The Client shall:

(a) Fully and promptly co-operate with Dylan Hartley in all matters relating to the Services including the provision of full and accurate information and data and shall provide Dylan Hartley in a timely manner with access to and use of all information and data reasonably required by Dylan Hartley to provide the Services;

(b) be responsible (at its own cost) for preparing and maintaining the site for the supply of the Services until such time as Dylan Hartley take ownership of the site (if applicable) and, for health and safety reasons, the site should not be used by the Client for storage or domestic purposes until after the agreed handover;

(c) comply with all health and safety rules and regulations and any other reasonable security requirements that apply in relation to the provision of the Services including the requirements of third parties;

(d) act in accordance with the reasonable instructions of Dylan Hartley in relation to the provision of the Services, and the Client agrees to provide Dylan Hartley with all relevant information prior to the commencement and provision of the Services.

(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, in all cases before the Contract Start Date including all requirements relating to Local Authority planning permission, building regulations and any other statutory requirement necessary in relation to the Services required when commissioning our Services, and the Client agrees to fully and effectually indemnify Dylan Hartley in respect of all losses and damages arising as a result of the Client’s failure to obtain such licenses and consents necessary for the provision of the Services; and

(f) will notify Dylan Hartley as soon as reasonably practicable of any change to the Services to be provided and such changes will be negotiated, priced and agreed with the Client before they take place. Confirmation of such changes will be accepted by Dylan Hartley by way of a signed variation order by the Client with details of the agreed change. Any payment due by the Client will be made in accordance with these Conditions and such payment will include any additional charges that may be incurred by Dylan Hartley in making alternative arrangements.

5.2 If the performance of the obligations placed upon Dylan Hartley under the Contract is prevented or delayed by any act or omission of the Client, Dylan Hartley shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

5.3 The Client shall be liable to pay to Dylan Hartley, on demand, all reasonable costs, charges or losses sustained or incurred by Dylan Hartley (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Dylan Hartley confirming such costs, charges and losses to the Client in writing.

5.4 The Client shall not, without the prior written consent of Dylan Hartley, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from Dylan Hartley or employ (or attempt to employ) any person who is, or has been, engaged as an employee, agent, consultant or subcontractor of Dylan Hartley in the provision of the Services.

5.5 Any consent given by Dylan Hartley in accordance with condition 5.4 shall be subject to the Client paying to Dylan Hartley a sum equivalent to 25% of the then current annual remuneration of a Dylan Hartley employee, agent, consultant or subcontractor or, if higher, 25% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.

6. Charges and payment

6.1 The price paid by the Client will be agreed between Dylan Hartley and the Client and accepted by the Client in accordance with condition 2.2.

6.2 The Deposit shall only offset the final invoice.

6.3 The parties agree that Dylan Hartley may review and increase its prices if the Client has failed to provide adequate instructions, or if there has been a lack of instructions provided by the Client or if the Client’s instructions have changed requiring a change to the agreed form of Services, or there has been an increase in third party costs which Dylan Hartley will have to pass on to the Client.

6.4 The Client shall pay Dylan Hartley, fortnightly in arrears in cleared funds on presentation of the amount then due in relation to the Services supplied during that fortnight (including all VAT payable thereon), any materials or Services provided by Dylan Hartley remain in the ownership of Dylan Hartley until such time as they are paid for in full by the Client. In addition to this any items, materials or services supplied by the Client remain the responsibility of the Client in respect of the regular maintenance of such items, materials or services in particular with regard to the replacement of missing parts or broken machinery, any additional costs incurred by Dylan Hartley due to the delay in the supply or appropriate maintenance of these items, materials or services will be passed onto the Client.

6.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Dylan Hartley on the due date, Dylan Hartley may:

(a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Lloyds TSB Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. Dylan Hartley may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

(b) suspend all arrangements made in relation to the Services until payment has been made in full; and

6.6 Time for payment shall be of the essence of the Contract and payments are required in accordance with these terms regardless of the Contract Start Date.

6.7 All sums payable to Dylan Hartley under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.8 Dylan Hartley may, without prejudice to any other rights it may have, set off any liability of the Client to Dylan Hartley against any liability of Dylan Hartley to the Client.

7. Limitation of liability – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

7.1 This condition 7 sets out the entire financial liability of Dylan Hartley (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:

(a) any breach of the Contract;

(b) the provision of the Services; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 7.3 Nothing in these Conditions limits or excludes the liability of Dylan Hartley:

(a) for death or personal injury resulting from negligence; and

(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Dylan Hartley.

7.4 Subject to condition 7.2 and condition 7.3

(a) Dylan Hartley shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) The total liability of Dylan Hartley in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the Contract Sum paid for the Services.

8. Data protection

The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Dylan Hartley in connection with the Services.

9. Cancellation

9.1 If the contract for Services is cancelled with a minimum of 14 days prior notice the Contract Start Date then the Client will forfeit the Deposit paid.

9.2 If the contract for Services is cancelled with less than 14 days prior to the Contract Start Date then any other losses reasonably incurred by Dylan Hartley as confirmed in writing due to such cancellation of the Services by the Client shall be payable.

9.3 If cancellation of a contract for Services is due to Dylan Hartley, then the Deposit and any other fees paid, as set out in the Acceptance Form agreed between the Client and Dylan Hartley will be refunded to the Client in the event that Dylan Hartley are unable to provide the Client with suitable alternatives in accordance with these Conditions.

10. Force majeure

Dylan Hartley shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Dylan Hartley or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11. Variation

11.1 Dylan Hartley may, from time to time and without notice, change the Services supplied in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If Dylan Hartley requests a change to the scope of the Services for any other reason, the Client shall not unreasonably withhold or delay consent to it.

11.2 Subject to condition 11.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

12. Waiver

12.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

12.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13. Severance

13.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

13.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14. Entire agreement

14.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

14.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in the Contract.

14.3 Nothing in this condition shall limit or exclude any liability for fraud.

15. Assignment

15.1 The Client shall not, without the prior written consent of Dylan Hartley, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

15.2 Dylan Hartley may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

15.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

16. No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

17. Rights of third parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

18. Notices

18.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in these Conditions, or as otherwise specified by the relevant party by notice in writing to the other party.

18.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact as notified from time to time in accordance with these Conditions or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

18.3 This condition 18 shall not apply to the service of any proceedings or other documents in any legal action.

18.4 A notice or other communication required to be given under or in connection with the Contract shall not be validly served if sent by e-mail.

19. Governing law and jurisdiction

19.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

19.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).