Terms & Conditions
This agreement is dated:
It is made between ………. of ………. (“The Contractor”) and ………. of ………. (“The Client”)
The purpose of this agreement is to regulate the relationship between the Client and the Contractor in connection with any Assignment, as defined.
The terms of this Agreement are:
1. Definitions that apply to this agreement:
“Assignment” – means any piece of work or recurring work to be done from time to time by the Contractor for the Client. The first such Assignment is fully described at paragraph 4.
“Confidential Information” – means all personal and business information about the parties to this agreement. It includes among other things: information about lifestyle, family, home, staff, (including their personal contact information); businesses, methods of doing business.
“Specification” – means a Specification of the work constituting an Assignment.
In this agreement unless the context otherwise requires:
2.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.2. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.3. all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
2.4. In entering into this contract the Client has not relied on any representation or information from any source.
3. Client Warranties
The Client warrants that he:
3.1. holds and will maintain one or more policies of insurance covering all business risks which may be relevant to the Contractor.
3.2. will provide a safe place of work wherever the Contractor may need to operate during the Assignment.
3.3. has made arrangements with relevant third parties, statutory authorities and any other relevant authority, for permissions, licences and the like, for the work under the Assignment.
3.4. will arrange with his employees and contractors to facilitate the work of the Contractor on the Assignment.
4.1. All work shall be to the Specification set out in the schedule
4.2. The Specification shall describe, among other data:
4.2.1 the work to be done;
4.2.2 the outcomes to be expected;
4.2.3 the timescale and milestones;
4.2.4 the method of calculating sums due to the Contractor ;
4.2.5 the hours of work or fixed price
4.2.6 special requirements as to payment.
4.3. So far as the Client offers one or more further Assignments to the Contractor they are deemed to be regulated by this contract unless agreed to the contrary.
4.4. The Contractor may accept or decline any Assignment. Once accepted, each Assignment will be completed in accordance with the Specification.
4.5. By accepting an Assignment the Contractor agrees to provide staff of an appropriate level of skill and experience to work on the Assignment.
4.6. The Contractor acknowledges that this agreement imposes no obligation on the Client to provide the Contractor with any additional Assignment.
4.7. Upon completion of any Assignment, the Contractor shall write a record of the work done recording any divergence from the original Assignment and setting out methodology and specifications.
4.8. Unless otherwise stated in any Specification, the terms set out in this agreement shall apply.
5. Contractor’s fees and expenses
5.1. Unless specified to the contrary in any Assignment, the Client will pay the Contractor the sum of £ [amount] for each complete Assignment.
5.2. After the end of each month the Contractor will send an invoice to the Client for work done during that month. No money shall be payable until the Contractor has submitted an invoice to the Client.
5.3. Each invoice submitted to the Client for time charged by the hour shall contain a breakdown in respect of the time spent by each person.
5.4. Payment of the sum specified in the invoice will be made by the Client within 14 days of date of sending the invoice.
5.5. The Contractor shall at all times maintain accurate and up-to-date records of the time spent by his staff upon each Assignment, both in respect of work charged by the hour and work charged against a fixed price. Time shall be recorded in 15 minute units rounding to the nearest unit.
5.6. The invoice shall include whatever reasonable expenses the Contractor has incurred in working on any Assignment [provided such expenses have been approved in advance by the Client] [and are evidenced by receipts or vouchers].
5.7. The Contractor shall be entitled after 28 days’ notice to the Client and not more than once in every 12 months to increase the rates for work charged by the hour. Such increase shall be no greater than 5 % in any year.
5.8. The Contractor reserves the right to charge the Client interest in respect of the late payment of any money due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.
6.1. In this paragraph, “Damage” means both economic loss, loss of reputation and damage to reputation, feelings, work or professional standing and “Personal Information” means any information about or in connection with, a party to this agreement.
6.2. Each of the parties now undertakes for the benefit of the other that he will not:
6.2.1 divulge to any person whatever or otherwise make use of any Personal Information relating to the other, which he learns as a result of this contract or any circumstance flowing from the contract;
6.2.2 post any text, nor image, nor audio-visual material, on any social network or other public place which could be hurtful, embarrassing or damaging to the other of us.
6.3. The parties agree that any Damage arising directly or indirectly from a breach of the above provisions must be compensated on the basis of the effect on the damaged party.
6.4. The Client accepts personal liability for compliance with these provisions by members of his family and domestic staff and the Contractor undertakes to make all employees agents and sub-contractors aware of the confidentiality of Personal Information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions.
6.5. No matter how this contract ends, this paragraph shall be effective for TEN years from today.
7. Use of sub-contractors
the Contractor may perform any or all of his obligations under this agreement through agents or sub-contractors provided he:
7.1. first obtains the written consent of the Client to the name and identity of the sub-contractor;
7.2. remains liable for the performance of this contract;
7.3. Indemnifies the Client fully against any loss or damage suffered by the Client arising from any act or omission of any agent or sub-contractor.
7.4. So far as work under this contract is sub-contracted to others, it shall be supervised personally by B B Builders.
Disclaimers and limitation of liability
7.5. This paragraph applies so far as the applicable law allows.
7.6. All implied conditions, warranties and terms are excluded from this agreement.
7.7. The following provisions set out the Contractor’s entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:
7.7.1 any breach of its contractual obligations arising under this agreement; and
7.7.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement
7.8. Any act or omission on the part of the Contractor, falling within this paragraph shall be known as a ‘Default’.
7.9. The Contractor’s entire liability in respect of any Default shall be limited to damages of an amount up to, equal to but no greater than the total Price paid by the Client for this Project.
7.10. The Contractor shall not be liable to the Client in respect of any Default, for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Contractor had been advised of the possibility of the Client incurring it.
7.11. If several Defaults give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.
7.12. The Client agrees to give the Contractor not less than 28 days in which to remedy any Default.
7.13. The Contractor shall have no liability to the Client in respect of any Default unless the Client has served notice of it on the Contractor within one year of the date he became aware of the circumstances giving rise to the Default or the date when he ought reasonably to have become aware of it.
7.14. Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled.
7.15. The Contractor shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.
7.16. This paragraph (and any other paragraph which excludes or restricts the liability of the Contractor) applies to the Contractor’s employees and subcontractors, (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999, as well as to the Contractor himself.
7.17. Nothing in this agreement shall limit or exclude the Contractor’s liability for death or personal injury caused by its negligence.
8. Duration and termination
This agreement shall continue until terminated:
8.1. by one party giving 28 days’ notice of termination to the other; or
8.2. immediately by the Contractor if the Client fails to pay any sum due within 28 days of the date of submission of an invoice having been notified of non-payment by the Contractor; or
8.3. immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it; or
8.4. immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution (or other steps are taken) for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction); or
8.5. Without regard to the reason why this agreement ends, the Client will pay the Contractor for all work done to the time the notice of termination is received by the Contractor, calculated to the nearest one hour.
9.1. Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the other party, except that:
9.2. a party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
9.3. The benefit and obligations of this agreement shall be binding on any successor in title.
10. Uncontrollable events
10.1. If any uncontrollable event delays or prevents the performance of the obligations of either party for a continuous period of more than [one month], the other party may give notice to terminate this agreement. The notice must specifying a date at least  days ahead, when the termination will take effect.
10.2. The contractor remains liable for any delay or failure by a Sub-contractor or supplier of his, no matter what the reason, unless the delay or failure is also beyond the reasonable control of the contractor.
10.3. A termination notice is irrevocable unless both parties agree to re-instate this agreement.
10.4. If the agreement is terminated, the termination provisions apply.
10.5. If the agreement is terminated, all money due from one party to the other becomes due immediately.
10.6. Costs arising from the delay or stoppage will be borne by the party incurring those costs;
10.7. Regardless of the reason for stoppage or delay, if it continues for more than  days, [either party] may terminate this agreement with immediate effect on giving written notice to the other.
10.8. The party claiming the Uncontrollable Event will take all necessary steps to perform this agreement despite the Uncontrollable Event.
10.9. So long as the Uncontrollable Event continues the Customer may contract with others for the supply of any items and/or services which the contractor fails to supply in accordance with the terms of this agreement.
11. Miscellaneous matters
11.1. No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
11.2. So far as any time, date or period is mentioned in this agreement, or in the terms of any assignment, time shall be of the essence.
11.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
11.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
11.5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
11.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
11.7. For the purposes of the Data Protection Act 1998 each party consents to the processing of his personal data (in manual, electronic or any other form) relevant to this agreement, by the other [and/or any agent or third party nominated by that other] [and bound by a duty of confidentiality]. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
11.8. Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by fax or by e-mail.
- It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- If sent by fax to the correct number: within 24 hours;
- If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender
11.9. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
11.10. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of any person, may be enforced under that act.
11.11. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
11.12. The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales / Scotland / Northern Ireland] and you agree that any dispute arising from it shall be litigated only in [England and Wales / Scotland / Northern Ireland].
On behalf of ……….
Signed by the Contractor: