Terms & Conditions

In the Contract -

References to us, we, our means Pentagon Sport Ltd (Company Number 03520712)

References to you, your means the organisation/individual named in the Quote or the details you supply through the order process on our website.

“Completion” means delivery of the Goods in accordance with clause 10.2 in Supply Only Contracts, and issue of the Completion Certificate in Supply & Install Contracts.

“Completion Certificate” means the certificate issued by us in accordance with clause 5.8 denoting the Goods are safe for use.

“Delivery Date” the date specified for delivery of an Order or commencement of Services as confirmed by us in writing, such date being approximate and time not being of the essence.

“Delivery Location” means the address for delivery of the Goods and/or performance of the Services as set out in the Quote.

“Goods” means the goods, (or any part of them), as set out in the Quote.

“Order” means the order by you by: (a) clicking an online link in our portal; (b) sending an email to us (c) submitting an order through our website www.pentagonplay.co.uk or (d) sending other written confirmation to us, in each case to purchase the Goods and/or Services in the Quote.

“Pre-Installation Form” also referred to as the PIF, means the questionnaire to be completed and returned to us by you prior the commencement of the Services.

“Price” means the price for the Goods and/or Services stated in the Quote as may be adjusted in accordance with clauses 2.2, 5.4, 6.7 and/or 12.

‘Practical Completion’ takes place when the delivery of the Goods and the supply of the Services is complete for all practical purposes and that the existence or remedying of minor outstanding works would not affect its use. Practical completion will be no less than 90% of the overall project scope. This is only relevant to Supply & Install Contracts.

“Scheme” means The Scheme for Construction Contracts (England and Wales) Regulations, SI 1998/649

“Services” means the installation services, (or any part of them), as set out in the Quote.

“Specification” means the specification for the Goods and/or Services as set out in the Quote, as otherwise provided to you by us and where applicable including any related plans or drawings that are agreed in writing by you and us.

“VAT” means value added tax chargeable in the UK.

The Quote and these Conditions constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on our behalf which is not set out in these Conditions and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Except in relation to purchases via our website, the Quote, unless expressly withdrawn or extended in writing by us, is valid for the validity period specified in the Quote, or if none is specified, for 30 days from the date of Quote. You will not be able to place an Order in relation to an expired Quote.

Placing an Order is an acceptance by you of the Quote on the basis of these Conditions. Our Contract comes into being when you accept our Quote.

We can always make changes to Goods and Services to:

reflect changes in relevant laws and regulatory requirements;

make minor technical adjustments and improvements (including but not limited to the types of materials used) provided these changes do not affect your use of the Goods or are detrimental to the quality of the Goods; and

to account for unavailability of raw materials or parts provided these changes do not affect your use of the Goods or are detrimental to the quality of the Goods.

In the event that the circumstances set out in clauses 2.1.2 or 2.1.3 would result in a material change in the design or specification of the Goods this will be discussed with you prior to installation and we will give you the option to remove the changed Goods from your Order or substitute alternative goods. If the alternative goods are a lower Price than the changed Goods then we shall refund or credit the difference to you and if the alternative goods are a higher Price you shall pay the extra cost of the alternative goods in addition.

All measurements including, depth, length and diameter of all products, materials, trenches and any other quoted works or products are indicative only. Any specifications provided are based on industry norms and all final finished Goods are subject to individual project requirements and availability of materials.

We reserve the right to make minor changes to these Conditions from time to time. Any major changes will only be made with your agreement. You are not permitted to make any changes to the Contract without our written agreement.

You shall co-operate with us in all matters relating to the supply of the Goods and/or Services including providing us with any information we may reasonably request including but not limited to completion of the Pre-Installation Form (PIF), delivery instructions and any health and safety and security requirements on your premises.

You shall provide our personnel, in a timely manner and at no charge, with such access to your premises as we may reasonably require and for Supply & Install Contracts, other facilities as reasonably required including the provision of clean water supplies, power, security, space for vehicles and the storage of plant and materials and the provision of welfare facilities. Where access to these services is not allowed, we shall make arrangements for providing alternative facilities the cost of which shall be paid by you.

You are responsible for obtaining all licenses, consents and permissions (including but not limited to planning and building regulations) that are necessary to enable us to provide the Services.

The maintenance of the Goods is your responsibility unless the Quote expressly provides for maintenance services.

You are responsible for ensuring that the ground is suitable for the use and/or installation of the Goods. If we are carrying out installation Services you are responsible for providing us with information regarding the nature of the ground in the area of installation including but not limited to the exact location of underground utilities, pipes, cables, drains, and voids, hazards or the existence of made ground. Any site visit conducted by us is a non-invasive, visual survey only, conducted to assess immediate surface access and dimensions. It does not constitute a geotechnical or hydrological assessment.

You acknowledge that any surfacing product provided is permeable and is not a drainage solution. Any surfacing products provided are designed to follow the existing contours of the land and allow water to pass through to the substrate. It is not a drainage solution and will not rectify, improve, or significantly alter pre-existing site hydrology. Accordingly, any pre-existing drainage issues, seasonal waterlogging, or poor soil percolation will prevail post-installation and we are not liable for standing water or “ponding” resulting from pre-existing site hydrology. If you are uncertain regarding the drainage capabilities or sub-surface stability of the site, you may wish to instruct a qualified specialist (such as a land drainage specialist or civil engineer) to perform a comprehensive survey prior to installation, at your own cost. In the absence of such a report, you proceed at your own risk regarding ground performance.

Unless otherwise agreed in writing the Price is based on the assumption of normal ground conditions which are defined as follows:

Under Grass: Clean, friable topsoil and subsoil free of large obstructions, and free from significant water ingress. Normal conditions assume that excavations remain dry and stable; where high groundwater or poor soil percolation results in excavations filling with water, this shall be deemed an unusual ground condition.

Under Tarmac: A standard compacted stone base (MOT Type 1 or similar) of expected thickness.

If we encounter unusual ground conditions, including but not limited to solid rock, cobbles, asbestos, buried concrete slabs, foundations, reinforced structures, archaeological remains, or significant underground voids/bunkers, which require specialist machinery/removal, additional labour, or increased disposal time, or specialist disposal procedures:

We will notify you as soon as reasonably practicable.

All additional costs (hire of breakers, diamond drilling, pumps extra skip hire, specialist disposal and labour) will be charged to you and you shall pay such additional costs in accordance with clause 5.4.

Any delays caused by these conditions will result in an automatic extension of the completion date.

All designs created by us are for the use of visualisation and concept approval only and must be taken as indicative. You are responsible for ensuring that the design meets your requirements and are compliant with any applicable licenses, consents and permissions.

The true colour of Goods may not exactly match that shown in our marketing or its packaging may be slightly different.

All sizes weights, capacities, dimensions and measurements indicated on our website are indicative and may be out by up to 10%

Where we agree to manufacture or supply Goods to your own Specification:

You are responsible for the accuracy and suitability of the Specification. We will not be held responsible for any non-compliance to the relevant statutory regulatory or industry standards for those Goods and we are not responsible for the suitability of the Goods for your intended purpose;

You promise that the Specification does not infringe any third party’s intellectual property rights; and

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of your Specification. This clause 4.3.3 shall survive termination of the Contract.

Any designs provided by us are indicative of aesthetic look and concept only. Whilst we use reasonable skill and care in creating designs they are expressly not created to incorporate the requirements set out by other statutory authorities, such as building or planning regulations.

Where no design plan has been provided by us as part of the Quote it is your responsibility to direct our installers regarding the positioning and layout of the installed Goods.

We shall be permitted to carry out installation works in a proper sequential manner. Delivery Dates are approximate only, and the time of delivery if not of the essence. We shall not be liable for any delay in delivery caused by a Force Majeure Event or your failure to provide us with adequate delivery or other instructions that are relevant to the supply of the Goods

In the event that:

Provision of the Services are delayed by you, for any reason, (save as set out in clause 12 (right to cancel or postpone); or

We encounter unusual ground conditions as described in clause 3.8

then we shall be entitled to charge, as liquidated damages, a wasted day charge of £35 per person per hour. Where a delay affects only part of the Contract we may at our discretion continue with that part of the Contract that is unaffected and the charges in this clause 5.4 shall apply to the hours relating to the delayed part of the Contract. In addition we reserve the right to charge for any additional works required but shall not proceed with such works without obtaining your agreement. Any additional labour costs will be charged at a rate of £35 per person per hour.

We are not responsible for damage to underground services during excavation works where you have not advised us of the whereabouts of such services.

Some disruption disturbance or damage to land surrounding the access and installation site is inevitable and whilst we will try to keep any such disruption disturbance or damage to a minimum we shall not be liable for such disruption disturbance or damage to the extent that it reasonably consistent with the installation of the Goods.

Subject to clause 5.12, we shall issue a Completion Certificate following our final inspection of the Goods after installation and provided that the Goods pass all our safety checks. Such inspections do not fulfil the requirements of EN1176-7 for an independent post-installation inspection.

We inspect all Goods installed by us following installation. Goods are not deemed safe for use until they have been inspected by us and the Completion Certificate has been issued.

If the Goods do not pass our safety inspection then we shall at our own cost, subject to clause 5.12, carry out such rectification works as in our sole opinion deem necessary. Following such rectification works we shall reinspect the Goods. When the Goods pass our safety inspection then we will issue the Completion Certificate.

You shall not use the Goods and shall ensure that the Goods are not used by any other person until the Completion Certificate has been issued by us.

It is your responsibility to ensure that the Goods are insured for use, once title in the Goods has passed to you and the Goods have been certified by us. We shall not be liable for any loss or damage caused by use of the Goods prior to delivery of the Certificate of Completion.

If we in our sole reasonable opinion deem that any Goods or installation Services cannot be rectified to the extent required to pass the safety inspection or it is not economically viable to do so, then we shall remove the Goods and, provided that you are not in breach of any of your obligations under the Contract, shall issue a full refund to you. If the breach by you of any of your obligations under the Contract has caused or materially contributed to the Goods not passing the safety inspection then we shall be entitled to deduct from such refund or to charge you a reasonable amount for the labour provided by us pursuant to the Contract including the cost of removal of the Goods.

Save in respect of orders placed through our website, we may invoice you at any time after receipt of the Order. Payment conditions shall be as set out in the Quote. For Supply & Install Contracts, if no payment conditions are set out in the Quote the following shall apply:

For Orders placed by non-school customers you are required to pay the Price in full within 14 days from the invoice date. We shall issue an invoice on receipt of your order.

For Orders placed by school customers where the total value excluding VAT is £20,000 or less we shall issue an invoice for 50% of the Price on receipt of your Order and an invoice for the balance and any additional charges on Completion. You are required to pay the invoice within 14 days from the invoice date.

For Orders where the total value excluding VAT is more than £20,000 we shall issue invoices on receipt of your Order for 50% of the Price, on the Delivery Date for 30% of the Price and for the balance and any additional charges on Completion. You are required to pay the invoices within 14 days from the invoice date.

Time for payment is of the essence.

If we are unable to collect any payment you owe us, we charge interest on the overdue amount at the rate under the Late Payment of Commercial Debts (Interest) Act 1998. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You pay us the interest together with any overdue amount.

We pass on increases in VAT. If the rate of VAT changes between your Order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

Without affecting any other right or remedy available to us, we may suspend the supply of Goods under a Supply Contract if you fail to pay any amount due under the Contract on the due date for payment, and under any Contract if you become subject to any of the events listed in clause 13.1 or we reasonably believe that the you are about to become subject to any of them.

Whether the Contract is Supply Only or Supply & Install, you must pay all amounts due to us under the Contract in full, without any set-off, counterclaim, deduction or withholding other than any deduction or withholding of tax as required by law.

We exercise reasonable endeavours when submitting Quotes to anticipate inflationary rates and availability of installations, construction and manufacturing materials. Due to the volatility of the market and the unpredictability of our supply chain all Orders are subject to, Part 2, Section 8 of the Sales of Goods Act 1979 ‘Ascertainment of Price’. If, between the time of placing the order and delivering the goods to site, the price of materials has increased above the inflationary rate as set out in the BCIS General Building Cost Index, we reserve the right to apply an adjustment figure to the final invoice representing the difference between the actual rate and the above mentioned inflationary rate. We will advise of any increases above index as soon as we become aware and no less than the Delivery Date in Supply & Install Contracts.

By making a payment on our website or via any Stripe payment link or invoice, you agree to the Stripe Services Agreement and Stripe Privacy Policy. Your card details are transmitted securely to Stripe and are not stored or processed on our servers.

This clause 7 applies only to Supply Only Contracts.

The Price for the Goods and any assembly services (not including installation) is set out within the Quote.

For Orders placed via our website you have the option to pay you when you place your Order or request an invoice. We shall raise an invoice on receipt of your Order and you shall pay it within 7 days from the date of the invoice.

This clause 8 applies only to Supply & Install Contracts.

The Price for the Goods and Services shall be as set out in the Quote, and may be adjusted in accordance with clauses 2.2, 5.4, 6.7 and/or 12.

We shall submit to you an invoice, together with any supporting documents that are reasonably necessary to check the invoice, at the intervals set out in the Quote or in relation to any other charges incurred under this Contract after such charge has been incurred. The invoice and supporting documents (if any) shall specify the sum that we consider will become due on the payment due date, and the basis on which that sum is calculated.

Payment shall be due on the date on the date of the invoice.

No later than five days after payment becomes due, you shall notify us of the sum that you consider to have been due at the payment due date in respect of the payment and the basis on which that sum is calculated.

The final date for payment shall be 14 days after the date on which payment becomes due.

Unless you have served a notice under clause 8.8, you shall pay to us the sum referred to in the notice under clause 8.5 (or, if no notice has been served under clause 8.5, the sum referred to in the invoice referred to in clause 8.3) (the notified sum) on or before the final date for payment of each invoice.

Not less than seven days before the final date for payment, you may give us notice that you intend to pay less than the notified sum (a pay less notice). Any pay less notice shall specify:

the sum that you consider to be due on the date the notice is served; and

the basis on which that sum is calculated.

If you serve a pay less notice in accordance with clause 8.8, your obligation to pay the notified sum in clause 8.7 applies only in respect of the sum specified in that pay less notice.

The final invoice for the Price will be raised upon achieving Completion. A Completion Certificate will only be issued upon Practical Completion, which will occur once, equal to or greater than 90%, of the overall scope of works has been reached as per our reasonable assessment. Remedial works shall account for no more than 10% of the overall scope of works and will not inhibit practical use of the products. Remedial works will be completed within a reasonable timescale.

If you fail to pay a sum payable to us in accordance with clause 8.7 (together with any VAT properly chargeable in respect of that payment) by the final date for payment and the failure continues for 7 days after we have given notice to you of our intention to suspend the performance of our obligations under this Contract and the grounds for such suspension, we, without affecting our other rights and remedies, may suspend performance of any or all of our obligations until payment is made in full.

Where we exercise our right of suspension under clause 8.11 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 and an extension of time to the date for Practical Completion commensurate with the duration of the suspension period.

If you request and we agree in writing, to provide additional Goods or Services as part of the Contract you shall pay the full current price for any additional Goods or Services and these Conditions shall apply to such agreed change. We may in our absolute discretion decline a request to provide additional Goods or Services unless it forms part of a separate Contract, or at all.

The risk in the Goods shall pass to you on delivery.

Title to the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for

the Goods; and

any other goods or services that we have supplied to you.

Until title to the Goods has passed to you, you shall:

store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

give us such information relating to the Goods as we may reasonably require from time to time; and

notify us immediately if you are unable to pay the Price for the Goods or to pay your debts, or are subject to any of the events listed in clauses 13.1.2 or 13.1.3.

If before title to the Goods passes to you, you become subject to any of the events listed in clauses 13.1.2 or 13.1.3, or where we reasonably believe that any such event is about to happen and notifies you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

We will endeavour to deliver Goods to the Delivery Location.

Unless stated otherwise by us in writing, delivery is completed on completion of unloading (and where confirmed in the Order, assembly) of the Goods at the Delivery Location. You are responsible for disposal of any packaging or pallets. Delivery Dates are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery caused by a Force Majeure Event or your failure to provide us payment when due or with adequate delivery or other instructions that are relevant to the supply of the Goods.

Goods will need to be signed for. If we have to reattempt delivery because either you have failed to provide adequate delivery or other instructions that are relevant to the supply of the Goods or because you have no one available to sign for the Goods you will have to pay the costs of redelivery.

Safety is paramount to us. All our Goods and Services are designed to comply with BS EN1176 and/or have been tested in accordance with BS EN 1177.

We warrant that the services performed under this Contract shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices. We warrant that as from delivery for a period of 12 months (Warranty Period) the Goods and all their component parts, where applicable, conform in all material respects with their Specification, are free from any material defects in design, workmanship, construction or materials

Any additional warranties described in the Specifications are manufacturer’s warranty only.

Subject to clause 11.5, if you give us notice in writing during the Warranty Period, within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.2, then provided that you provide us with images of the defects and we are given a reasonable opportunity of examining such Goods, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

We shall not be liable for the Goods’ failure to comply with the warranty in clause 11.2 if:

you make or permit any further use of such Goods after giving a notice in accordance with clause 11.4;

the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

the defect arises as a result of us following any drawing, design or Specification supplied by you;

you alter or repair such Goods without our written consent;

you have not followed any maintenance instructions provided by us or if none provided a reasonable maintenance schedule for the Goods;

the Goods have been inspected by a person other than us or a qualified inspector registered with the Register of Play Inspectors International (RPII);

the defect arises as a result of fair wear and tear, willful damage, vandalism, negligence, or abnormal working conditions;

the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards;

we have not had the opportunity to rectify defects, imperfections, shrinkages, settlement or other faults;

you have given incorrect information in the Pre-Installation Form on which we have relied;

in the case of installation by us, you use or permit the Goods to be used prior to receipt of the Completion Certificate.

You have not paid for the Goods in accordance with this Contract.

Completion Certificates may be issued before the installation Services are complete however your warranty is only valid once payment in full is received.

Where Goods are purchased under a Supply Only contract, and where any defects are reported to us after 30 days from the date of delivery, you are responsible for the costs of returning the defective Goods to us for inspection.

We will permit you to cancel this Contract by sending written notice no later than 5 days after the date on which the Order has been sent to us in which case there will be no payment due from you.

Subject to clause 12.3, if you wish to cancel a Contract outside the period of time set out in clause 12.1, you must do so in writing, and we may charge you a fee, as liquidated damages, to cover the costs of financial commitments made by us in relation to your Order and our allocation of resources which means that we will not have been able to take on other work. Please be aware that the nearer to the proposed date of installation the higher the costs are likely to be up to an including the full Charges.

You may not cancel an Order for Goods that are being made to your Specification, design or are customized to your requirements outside the period set out in clause 12.1. You may not cancel an Order after Goods have been delivered or Services have started to be performed.

You may give notice to us in writing that you wish to postpone a planned Delivery Date for a Contract in whole or in part PROVIDED THAT if such notice of postponement is received 30 days or less before the Delivery Date then we may charge you a fee, as liquidated damages, to cover the costs of financial commitments made by us in relation to your Order, our allocation of resources, stocking and restocking charges which means that we will not have been able to take on other work up to 30% of the Price or up to 30% of that part of the Price relating to the part of the Contract postponed.

If you request a subsequent cancellation, the cancellation date for the part or whole of the Contract postponed will be the date that written notice of postponement was received by us and the provisions of the remainder if this clause 12 will apply. The, 30% of the Price already paid will be deducted from any amount owing pursuant to the remainder of clause 12.

If you request a postponement then in relations to any Goods that have not yet been manufactured or Services that have not yet been performed, we may increase the Price to reflect any inflationary or other increases to the cost of materials or labour between the original Delivery Date and the new Delivery Date which you shall be liable to pay.

If the Contract has been postponed for a period of 6 months or more and you do not agree a revised Delivery Date then we reserve the right to terminate the Contract immediately on written notice with no liability to you and you shall pay the applicable liquidated damages as set out in clauses 12.2 and 12.4 as applicable.

You agree that the charges set out in this clause 12 represent a genuine pre-estimation of loss.

Without affecting any other right or remedy available to it, either you or we may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice you if you fail to pay any amount due under the Contract on the due date for payment.

On termination of the Contract for whatever reason:

you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

you shall return all of the Goods which have not been fully paid for. If you fail to do so, then we may exercise our rights under clauses 9.3 and 9.4.

Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

Nothing in these Conditions shall limit or exclude our liability for death or personal injury resulting from the our negligence or the negligence of our employees, agents or sub-contractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and any liability that cannot be legally limited.

Except to the extent expressly stated in clause 11 (Warranty) we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.

Subject to clause 14.1:

Our total aggregate liability arising for any reason out of or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed:

a) £2,000,000 (two million pounds) for damage to property;

b) in all other cases the higher of £50,000 (fifty thousand pounds) and the Price.

in no circumstances will we be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, loss of business or anticipated savings, or for any indirect or consequential loss or damage whatever arising out of or in connection with the Contract.

We are not liable for losses arising out of unusual ground conditions, damage to underground utilities, pipes, cables or other media that we have not been informed of by you or any losses arising from your failure to comply with any statutory planning requirements.

The Customer shall at all times defend, indemnify, and hold harmless The Company, its officers, employees, and agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of The Customer or its employees, officers, agents or subcontractors, in the performance of this Contract. The Company shall promptly notify the Supplier of any written claim, loss, or demand for which the Supplier is responsible under this clause.

This clause 14 shall survive termination of the Contract.

Our Customer Service Team at [email protected] or on 01625 890 330 who will do their best to resolve any problems you have with us or our Goods and/or Services.

These terms are governed by English law.

You irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.

If the dispute relates to a Supply & Install Contract either party may at any time refer any dispute or difference arising under the Agreement to adjudication in accordance with the provisions of the Scheme. The adjudicator shall be either a person agreed by the parties or, on the application of the party who is referring the dispute or difference, an individual to be nominated by the President or Vice President of the Royal Institution of Chartered Surveyors..

We process all personal data in accordance with our Privacy Policy.

In addition, personal data provided you in connection with this Contract may be used for our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Contract, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures and you will ensure that you have all necessary appropriate consents and notices in place (where applicable) to enable lawful transfer of the personal data to us for the purposes and the duration of the Contract.

Severability. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

Force Majeure. Neither you nor we shall be in breach of the Contract or liable for delay in performing or failure to perform, any of our respective obligations (excluding payment obligations) under the Contract if such delay or failure result from events, circumstances or causes beyond yours or our reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 12 months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

Third Party Rights. Nothing in the Contract is intended to, nor shall it confer any rights on a third party.

Notices.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the party’s registered office if a company or main trading address set out in the Quote or as otherwise notified in writing to the other party; or

b) sent by email to the email address for that party set out in the Quote.

Unless proved otherwise, any notice shall be deemed to have been received:

a) if delivered by hand, at the time the notice is left at the address given in this Contract or given to the addressee;

b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

c) if sent by email, at the time of transmission.

If deemed receipt under clause 17.4.2c) would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 17.4 business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause 17.4 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

Transferring the Contract to someone else.

We can transfer our Contract with you to someone else. We can also subcontract our obligations under the Contract.

You may not transfer this Contract to someone else unless we agree to this.

Delay enforcing our rights. Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something or for doing something you are not allowed to, but that does not mean we cannot do this later.