Terms of Business of St Leonards Landscapes Limited (“The Company”):
These Terms of Business will apply to the relevant contract (“the Contract”) entered into between the Company and yourself (“the Customer”).
1.1. These terms of Business may only be varied if the variation is made or confirmed by the Company in writing.
1.2. These terms shall take precedence to any terms of contract proposed by the Customer.
1.3. The Company shall only be legally responsible in respect of any pre contract representations; if such representations have been made or confirmed by the Company in writing.
1.4. For the purposes of these terms of business the masculine gender shall include the feminine and neuter genders and vice versa.
1.5. For the purposes of these terms of business any statutory provision shall include that provision as may be amended or re-enacted from time to time.
1.6. For the purposes of these terms of business, the clause headings are for convenience only and shall not limit the interpretation of relevant clauses of these terms of business.
2. SCOPE OF WORK AND OBLIGATIONS BY THE COMPANY
2.1. The Company shall undertake the work under the Contract with reasonable skill and care.
2.2. The Company shall use its reasonable efforts to ensure that the work shall be carried out in accordance with any plans and specifications agreed in relation to the relevant work. However, the Company should not be responsible for any failure to exactly follow such plans and specifications.
2.3. The Company further reserves the right to substitute plants and materials upon reasonable grounds. This will include where such substitution is reasonable to make having regard availability, weather conditions and/or the season of the year.
2.4. The Customer agrees (save where otherwise agreed in writing) that the Company may take photographs of the work for marketing purposes and use such photographs upon its website and/or other marketing material.
2.5. The copyright of the plans and specifications for the work shall (if prepared by or on behalf of the Company), be vested in and shall be retained by the Company. The Customer shall have a non-exclusive licence to use the same for the purposes of the property forming the subject matter of the relevant work.
2.6. The Customer shall be responsible for obtaining any relevant statutory or regulatory consents or licenses which may be required in order to carry out the work (including but not limited to planning permission, listed building consent, and/or conservation area consent).
2.7. The Customer must also ensure the work does not infringe the legal rights of any adjoining owners or occupiers and/or any third parties (such as in relation to any easements, restrictive covenants and wayleaves etc.) The Customer will if necessary secure consent in writing to the work (or the relevant part of the work) on the part of neighbouring owners and/or occupiers and/or any relevant third party.
2.8. Company shall however (save where otherwise agreed) be responsible for obtaining any relevant consent from the local or other appropriate authority in respect of any work involving trees.
2.9. Any (extra) work the Company undertakes outside the scope of the Contract shall be paid for by the Customer at such price(s) as shall be fair and reasonable. If there is any dispute as to the price(s) of any such extra work, then this shall be (upon application by either party) referred to a decision of an independent surveyor (acting as an expert and not an arbitrator). The surveyor shall be appointed if the parties cannot agree by the President of the Royal Institution of the Chartered Surveyors. The cost of the surveyor (including the cost of nomination of the surveyor) shall be paid for by the parties in equal shares.
3.1. Any quotation given shall remain open for acceptance for a period of 30 days after the date it is made. After that date the Company shall be entitled to increase the price.
3.2. A quotation will become a contract once the company has received full payment of the amount of the deposit specified in the quotation.
3.3. The Company shall be entitled (but not obliged) to increase the price of the Contract by a reasonable sum, in the event of an increase in the cost of the materials, labour, transport or other relevant items occurring 90 days after of the date of formation of the relevant Contract. The amount of the increase will reflect the reasonable additional cost of carrying out the work due to such increases. If there is any is a dispute between the parties as to the operation of this provision, this shall be resolved by an independent surveyor, acting as an expert and not an arbitrator, appointed as set out in clause 2.9 above. The cost of the surveyor (including the cost of nomination of the surveyor) shall be paid by the parties in equal shares.
3.4. The Company does not charge for site visits or for attending meetings for the preparation of specification and quotation documents.
3.5. However, the Customer will pay a reasonable cost for any plans or specifications which are prepared to support any planning or other statutory application, or for submission to third party suppliers and/or sub-contractors to enable them to produce quotations.
3.6. The Company will make a charge when a garden design is required. The fees for this service start at £250 + vat for a small to medium sized garden. Larger gardens, travel costs, or proposals that are more intricate may involve a higher fee. The charge covers the cost of surveying and measuring the garden, the production of a scaled proposal plan drawing, a dimension plan drawing and an elevation drawing if one is required. Production of further iterations of the above documents may incur additional charges.
3.7. The Customer will ensure the Company will have the availability of mains electricity and water to the work area. The Customer will also ensure that the Company will have reasonable access to the site at all reasonable times (including and not limited to normal working hours). Normal working hours are: April to October 8.00am to 5.00pm Monday to Friday, November to March 8.30am – 4.30p.m Monday to Friday.
3.8. Where the work is to be carried out within a residents parking area, the Customer will where requested provide visitors parking permits to the Company to enable it to park its vehicles for the purposes of carrying out the work.
3.9. The Customer will reimburse to the Company in respect of any pay and display or other parking charges, any congestion (or other regulatory) charges, and any skip licences and skip parking fees which shall be reasonably incurred by the Company (and/or its staff) in relation to carrying out the work. These charges shall be in addition to the amount of the price of the Contract.
3.10. Contamination or other hazards or obstructions which are not discoverable on visual inspection of the site or made known in writing by the client to the contractor prior to date upon which contractor submits the quotation attached. If the client breaches the above warranty St Leonards Landscapes shall be entitled to make a reasonable charge for all additional work necessary and properly executed by St Leonards Landscapes as a result. The client warrants that the site is free from springs, flooding, rock, tree stumps not specifically to be removed, mine workings, covered wells or other cavities, running sand, service pipes and cables, sewage or land drains, foundations of former buildings, unsafe chemicals, etc.
3.11. The quotation does not include VAT unless stated to do so and the Customer accepts (save where otherwise agreed) that VAT is payable in addition to the quoted price in respect of the work.
3.12. The Customer agrees to pay a deposit as set out in the quotation and/or the terms below at least 14 days prior to the due date of commencement of any work to be carried out. Payment of the deposit shall be a condition precedent to the Company being under any obligation to commence work on site. The Company shall also be entitled (but not obliged) to terminate the contract (by giving written notice of termination to the Customer) if the deposit is not fully paid within 7 days of the due date. Time for completion of the work shall be extended if the work shall start later due to late payment of the deposit.
3.13. Payment for the work will be made by way of stage payments as set out in the quotation and/or in these terms of business. If any stage payment is not fully paid within 7 days of the due date, the Company shall be entitled (but not obliged) to cease to carry out work under the Contract until the relevant payment has been made. In such situation, the date for completion of the work shall be extended if work shall be suspended pursuant to this clause. The Company shall also be entitled (but not obliged) in such situation of a stage payment (or part of a stage payment) being 7 or more days late, to terminate the Contract by giving written notice of termination to the Customer.
3.14. The Company has or will provide to the Customer (where relevant) with a statutory notice of cancelation of the Contract. If the Customer wishes the work to commence prior to the expiry of any statutory cooling off period, the Customer will need to send to the Company a letter confirming that wish and that the Customer is waiving any statutory right to cancel the Contract.
4.1. If any party is in material breach of this Agreement, the other party shall be entitled to serve a default notice requiring the breach to be remedied within a period of 14 days of service of the notice. If the default notice is not complied with, the innocent party shall be entitled (but not obliged) to serve written notice upon the other party terminating the contract. This provision shall be in addition to any right to terminate the Contract under any other provision of these terms and/or under the general law.
4.2. Without prejudice to the clause 4.1 above, the Company shall also be entitled to terminate the contract on the occurrence of one or more of the following events:-
4.2.1. The Customer being in default in relation to any payment more than 7 days after the due date.
4.2.2. The Customer being subject of any insolvency related process such as (but not limited to) the issue of a bankruptcy or winding up petition, the making of a bankruptcy or winding up order in relation to the Customer, any proposals for Voluntary Arrangement or the entering into by the Customer of a Voluntary Arrangement with the Customer’s general creditors, and/or the appointment of an administrative receiver in relation to the Customer.
4.2.3. If the receiver is appointed in relation to the subject property where the work is to be carried out, and/or if the receiver is appointed in relation to any other property/asset of the Customer.
4.2.4. If a mortgagee and/or chargee takes possession of or threatens or applies to the Court to take possession of any property of the Customer (- including but limited to the subject property where the work is to be undertaken under the Contract).
4.2.5. If the Customer refuses/declines to give the Company access to the site for a period of 7 continuous days or more.
The parties agree that they will keep and maintain the confidence of any confidential information which they may learn or discover by reason of the Contract in relation to the finance or affairs of the other party. This will not apply to any information which has entered into the public domain or any information which the party is ought to disclose by law.
6. Payment Terms
6.1. Save as otherwise stated the Customer will make payment of the contract price by way of stage payment /instalments as set out below.
6.2. The agreed or estimated increase of costs by the Company in respect any variation or extra work, shall be spread out in equal proportions amongst any remaining stage payments/ instalments. If any figure shall be estimated by the Company under this clause, then a relevant adjustment(s) shall be made when the relevant figure has been determined.
7. Stage Payments and interest upon late payments etc.
7.1. The Stage Payment/Instalment terms shall be (unless otherwise agreed in writing):
7.2. For Contracts with a net value £5,000 or less exclusive of vat: 50% (of the contract price plus vat) deposit, a single 45% stage payment (of the contract price plus vat) half way into the Contract, and a 5% payment (of the contract price plus vat) upon completion.
7.3. Contracts with a net value of between £5,000 and £30,000 exclusive of vat: 50% deposit (of the contract price plus vat), two progress payments of 22.5% (of the amount of the contract plus vat) each, at a third and two thirds into the contract, and a 5% payment upon completion.
7.4. Contracts over £30,000 (exclusive of vat): 30% deposit (of the contract price plus vat), interim progress payments as specified in the quotation, and a final 5% payment (of the contract price plus vat) upon completion.
7.5. Contracts of the supply only of any plants or materials: 80% deposit (of the contract price plus vat) with order, and a final 20% payment (of the contract price plus vat) within 7 days delivery.
7.6. The deposit must be paid 14 days prior to the commencement date of the work.
7.7. The Company reserves the right to postpone commencement of a contract or to suspend ongoing work when any payments are late. Any additional reasonable costs incurred by the Company as a result of any postponement or suspension of work under this clause will be chargeable in full to the Customer.
7.8. The Company does not accept cheques.
7.9. Contractual Guarantees in relation to the work are only valid when all invoices relating to the project have been paid in full.
7.10. If any payment is late, without prejudice to the ability of the Company to terminate the Agreement, the Customer shall also pay interest upon the amount(s) outstanding from time to time at the rate of 8% per annum.
8. Exclusion of consequential loss and limitation of liability
8.1. Unless otherwise agreed, the Company will not be liable for any consequential or indirect loss or damage caused to the Customer by or resulting from any breach of contract on its part.
8.2. (Save in so far as the same may be excluded or limited by law), the maximum liability of the Company in relation to the Contract shall be the limit of its public liability cover which is £2,000,000 (Two million pounds sterling). Should the Customer wish to increase this limitation of liability, the Customer should let the Company know, so that the amount of the insurance cover may be increased by the Company. In this situation the Company may at its discretion recharge to the Customer the client the cost of increasing the insurance cover in order to meet the Customer’s requirements. In such event the limitation of liability under the Contract shall be increased to new limit of the insurance cover.
9. Time of Completion of the Work and Force Majeure etc.
9.1. Any dates given for the completion of a project are estimates only and not guaranteed. Time for completion shall not be of the essence of the agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in completion.
9.2. However, the Company will use its reasonable endeavours to complete the work within any timescales or dates estimated, stipulated or agreed to by the Company.
9.3. The Company shall however not be liable in respect of the time or date of completion of the work, where it has used such reasonable endeavours.
9.4. The Company shall incur no liability for any delays or non-performance arising (in whole or in part) from any circumstances beyond its reasonable control. This will include (but not be limited to) adverse weather conditions, strikes, industrial action, closure of any road, the act of any public authority, terrorism, criminal action, and hostilities (whether war be declared or not) In addition, the Company shall be entitled to a reasonable extension of time to complete the work where there is any such delay.
10. Materials, Reservation of Title, Contractual Guarantee etc.
10.1. When the Customer has specified that goods or materials are to be supplied by their nominated supplier, the Company will not be responsible for any delays caused as a result of late or inadequate deliveries being made by that supplier. The Customer will also be responsible for any reasonable additional costs incurred by the Company resulting from such supply.
10.2. All materials brought on site by the Company shall remain the property of and shall be removable by Company at any time until the Contract price has been paid in full. Any unused materials remaining on completion of a project remain the property of the Company and may be removed.
10.3. Maintenance after completion: The Company does not undertake maintenance unless this work has been agreed under a separately negotiated contract. (unless the position shall be otherwise agreed in writing by the Company).
10.5. The Company will guarantee that all hard landscaping materials supplied will be of satisfactory quality and suitable for the site conditions. Any failures of any materials provided by the Company under the Contract during the first twelve months from the date of the final invoice will be replaced free of charge provided they have not suffered any effects of negligence, intentional damage, vandalism, theft, accidental damage, damage by pets or damage because of a lack of reasonable and proper care or maintenance.
10.6. The Company will guarantee all garden buildings, offices, pools, fencing and other hard landscaping for twelve months from the date of the final invoice against faulty workmanship and materials. Please note that timber is a natural product which may discolour, swell, shrink, split or twist when subjected to outdoor conditions in the UK, even when it has been protected with a sealant. Although the Company will use good quality timber products in its garden projects the Company cannot guarantee that the timber supplied will remain totally free of the above problems.
10.7. Clients are responsible for ensuring that irrigation systems are thoroughly drained if temperatures below 5oc are expected. The Company does not guarantee irrigation systems against damage by frost.
10.8. The Company does not guarantee plants (including trees and turf) unless the Company has been employed to maintain the garden under a separate maintenance contract. The Company will undertake the basic requirements for establishing planting and grass areas (i.e. irrigation if a suitable water supply is available) whilst Company employees remain on-site. However, the task of maintaining all plants, turf, etc. is the responsibility of the customer immediately these items have been planted.
11. Right to Cancel under the consumer contracts (information, cancellation and additional charges ) regulations 2013.
11.1. If the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to the relevant contract between yourself and this Company, you will have the right to cancel this contract within a 14 day period from the date of the Contract (as specified in Clause 3.2 above).
11.2. To exercise the right to cancel, you must inform the Company of your decision to cancel the contract by a clear statement (e.g. a letter sent by first class post, email or similarly electronically transmitted message).
11.3. A cancellation form addressed to the Company which you may wish to use to cancel the contract within the cancellation period will be enclosed with your quotation, but it is not obligatory.
11.4. 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.
12. Effects of cancellation
12.1. If you cancel this contract, we will reimburse to you all payments received from you, (except in respect of the value of any work and out of pocket expenses which we carried out and/or incurred at your request, and which you will remain responsible to pay for).
12.2. We will make the reimbursement without undue delay, and not later than 28 days after the day on which we are informed about your decision to cancel this contract.
12.3. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any costs as a result of the reimbursement.
13. Service of notices
13.1. Any notices to be served under the Contract shall be in writing and may be served by hand, in post, email, web mail, fax or by any other reasonable method of service.
13.2. Any notices served by post shall be deemed to have been delivered in ordinary course of post.
13.3. Any documents served by email or fax shall be deemed to have been delivered on the next working day, unless not transmitted or returned undelivered.
13.4. Any documents served by hand shall be deemed to have been delivered at the time of service.
14. English Law and Jurisdiction of English Courts
14.1. The Contract shall be governed by and construed in accordance with English Law. Any disputes shall be subject to the non- exclusive jurisdiction of the English Courts.