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TERMS AND CONDITIONS
Application & Entire Agreement
1 These Terms and Conditions apply to the provision of the services detailed in our
quotation/email (Services) by Still and Sons Ltd a company registered in England and Wales
under number 09282359 whose registered office is at Still and Sons Ltd, Brook Farm, 17b The
Highway, Great Staughton PE19 5DA (we or us) to the person buying the service (you).
2 You are deemed to have accepted these Terms and Conditions when you accept our quotation
or from the date of any performance of the Services (whichever happens earlier) and these
Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3 You acknowledge that you have not relied on any statement, promise or representation made or
given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other
terms that you try to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
4 A 'business day' means any day other than a Saturday, Sunday or bank holiday.
5 The headings in these Terms and Conditions are for convenience only and do not affect their
6 Words imparting the singular number shall include the plural and vice-versa.
7 We warrant that we will use reasonable care and skill in our performance of the services which
will comply with the quotation including any specification in all materials respects. We can
make any changes to the Services which are necessary to comply with any applicable law or
safety requirement, and we will notify you if this is necessary.
8 We will use our reasonable endeavours to complete the performance of the Services within the
time agreed or as set out in the quotation; however, time shall not be of the essence in the
performance of our obligations.
9 All of these Terms and Conditions apply to the supply of any goods as well as Services unless
we specify otherwise.
10 You must obtain any permissions, consents, licences or otherwise that we need and must give
us with access to any and all relevant information, materials, properties and any other matters
which we need to provide the Services.
11 If you do not comply with clause 10, we can terminate the Services.
12 We are not liable for any delay or failure to provide the Services if this is caused by your
failure to comply with the provisions of this section (Your obligations).
Fees & Deposits
13 The fees (Fees) for the Services are set out in the quotation and are on a time and material
14 In addition to the Fees, we can recover from you a)reasonable incidental expenses including,
but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b)
the cost of services provided by third parties and required by us for the performance of the
Services, and c) the cost of any materials required for the provision of the Services.
15 You must pay us for any additional services provided by us that are not specific in the
quotation in accordance with our then current, applicable daily rate in effect at the time of
performance or such other rate as may be agreed between us. The provisions of clause 14 also
apply to these additional services.
16 The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or
charged by any competent authority.
17 You must pay a deposit ('Deposit') as detailed in the quotation within 5 days of acceptance.
18 If you do not pay the Deposit to us according to the clause above, we can either withhold
provision of the Services until the Deposit is received or can terminate under the clause below
19 The Deposit is non-refundable unless we fail to provide the Services and are at fault for such
failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
20 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the
Services have not started, within a period of 5 days from the date of the quotation, (unless the
quotation has been withdrawn).
21 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of
22 If you want to amend any details of the Services you must tell us in writing as soon as possible.
We will use reasonable endeavours to make any required changes and additional costs will be
included in the Fees and invoiced to you.
23 If, due to circumstances beyond our control, including those set out in the clause below
(Circumstances beyond a party's control), we have to make any change to the Services or
how they are provided, we will notify you immediately. We will use reasonable endeavours to
keep any such changes to a minimum.
24 We will invoice you for payment of the Fees either:
- a) when we have completed the Services; or
- b) on the invoice dates set out in the quotation.
25 You must pay the Fees due within 1 day of the date of our invoice or otherwise in accordance
with any credit terms agreed between us.
26 Time for payment shall be of the essence of the Contract.
27 Without limiting any other right or remedy we have for statutory interest, if you do not pay
within the period set out above, we will charge you interest at the rate of 3% per annum above
the base lending rate of the Bank of England from time to time on the amount outstanding until
payment is received in full.
28 All payments due under these Terms and Conditions must be made in full without any
deduction or withholding except as required by law and neither of us can assert any credit, set
off or counterclaim against the other in order to justify withholding payment of any such
amount in whole or in part.
29 If you do not pay within the period set out above, we can suspend any further provision of the
Services and cancel any future services which have been ordered by, or otherwise arranged
30 Receipts for payment will be issued by us only at your request.
31 All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or
any of our rights under these Terms and Conditions and can subcontract or delegate in any
manner any or all of our obligations to any third party.
33 You must not, without our prior written consent, assign, transfer, charge, sub contract or deal in
any other manner with all or any of your rights or obligations under these Terms and
34 We can terminate the provision of the Services immediate if you:
- a) commit a material breach of your obligation under these Terms and Conditions; or
- b) fail to make, pay any amount due under the Contract on the due date for payment; or
- c) are or become or, in our reasonable opinion, are about to become, the subject of a
bankruptcy order or take advantage of any other statutory provision for the relief of
insolvent debtors; or
- d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other
scheme or arrangement is made with its creditors; or
- e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have
a receiver, manager, administrator or administrative receiver appointed in respect of your assets
or undertakings or any part of them, any documents are filed with the court for the appointment
of an administrator in respect of you, notice of intention to appoint an administrator is given by
you or any of your directors or by a qualifying floating charge holder (as defined in para.14 of
the Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any
court for your winding up or for the granting of an administration order in respect of you, or
any proceedings are commenced relating to your insolvency or possible insolvency.
35 We reserve all copyright and any other intellectual property rights which may subsist in any
goods supplied in connection with the provision of the Services. We reserve the right to take
any appropriate action to restrain or prevent the infringement of such intellectual property
Liability & Indemnity
36 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or
misrepresentation or otherwise, shall be limited as set out in this clause.
37 The total amount of our liability is limited to the total amount of Fees payable by you under the
38 We are not liable (whether caused by our employees, agents or otherwise) in connection with
our provision of the Services or the performance of any of our other obligations under these
Terms and Conditions or the quotation for:
- a) any indirect, special or consequential loss, damage, costs, or expenses or;
- b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of
reputation or goodwill; business interruption; or, other third party claims; or
- c) any failure to perform any of our obligations if such delay or failure is due to any cause
beyond our reasonable control; or
- d) any losses caused directly or indirectly by any failure of your breach in relation to your
- e) any losses arising directly or indirectly from the choice of Services and how they will meet
your requirements or your use of the Services or any goods supplied in connection with the
39 You must indemnify us against all damages, costs, claims and expenses suffered by us arising
from any loss or damage to any equipment (including that belonging to third parties) caused by
you or your agents or employees.
40 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal
injury caused by our negligence, or for any fraudulent misrepresentation, or for any other
matters for which it would be unlawful to exclude or limited liability.
Circumstances beyond a party's control
41 Neither of us is liable for any failure or delay in performing our obligations where such failure
or delay results from any cause that is beyond the reasonable control of that party. Such causes
include, but are not limited to: power failure, Internet Service Provider failure, industrial
action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the party in question. If
the delay continues for a period of 90 days, either of us may terminate or cancel the Services to
be carried out under these Terms and Conditions.
42 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of,
the party giving notice (or a duly authorised officer of that party)
43 Notices shall be deemed to have been duly given.
- a) when delivered, if delivered by courier or other messenger (including registered mail)
during the normal business hours of the recipient;
- b) when sent, if transmitted by fax or email and a successful transmission report or return
receipt is generated;
- c) on the fifth business day following mailing, if mailed by national ordinary mail; or
- d) on the tenth business day following mailing, if mailed by airmail.
44 All notices under these Terms and Conditions must be addressed to the most recent address,
email address or fax number notified to the other party.
45 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver
of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
46 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
unenforceable, that/those provisions will be deemed severed from the remainder of these Terms
and Conditions (which will remain valid and enforceable).
Law and jurisdiction
47 These Terms and Conditions are governed by and interpreted according to English Law. All
disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of
the English courts.
48 Are all subject to site visits