The following Standard Conditions of Contract apply to all work carried out by Signet Planning Limited unless specifically amended in writing by Signet Planning Limited prior to commencement of work.
1 INTERPRETATION
These definitions apply in these terms and conditions (Conditions).
YOUR ATTENTION IS DRAWN TO CONDITION 8.
Confirmation of Instructions: Our Confirmation of Instructions sent to You for signature.
Contract: Your purchase order and Our acceptance of it, or Your acceptance of a quotation for Services by Us under Conditions 2.1 and 2.2.
Customer/You/Your: the person, firm or company who purchases Services from Us.
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.
Intellectual Property Rights: all copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
Services: the planning services provided by Us as set out in the Contract.
Sub - Contractors: third party sub-contractors recommended by Us or appointed by Us on Your instructions for the purpose of assisting in the provision of the Services.
Supplier/We/Us/Our: Signet Planning Ltd Company number 05241035 with registered office address at Ornhams Hill, Boroughbridge, North Yorkshire YO51 9JH.
VAT: value added tax.
2 APPLICATION OF CONDITIONS
2.1 The contract (please see definition and Conditions 2.1 and 2.2) sets out the whole agreement between You and Us for the sale of the Services. Please ensure that You are happy with the detail and accuracy of Your purchase order, any quotation accepted by You, our Confirmation of Instructions and these Conditions before You commit yourself to the Contract. If You think that there is a mistake, please make sure that You ask Us to confirm any changes in writing. Please ensure that You read and understand these Conditions before signing and returning the Confirmation of Instructions, as You will be bound by them once they are signed and returned to Us unless otherwise agreed between us in writing.
2.2 Your purchase order or acceptance of a quotation for Services by Us, constitutes an offer by You to purchase the Services specified in it on these Conditions. No offer placed by You shall be accepted by Us other than by a written acknowledgement sent to You by Us, receipt by Us from You of Confirmation of Instructions signed by You or (if earlier), by Us starting to provide the Services, at which point a Contract for the supply and purchase of the Services on these Conditions will be established.
2.3 Any quotation is valid for a period of 30 days from its date, provided that We have not previously withdrawn it.
2.4 These Conditions do not affect Your rights under law.
3 COMMENCEMENT AND DURATION
3.1 Services supplied under the Contract shall be provided by Us to You until such time as We deem them to be complete.
4 OUR OBLIGATIONS
4.1 We shall use reasonable endeavours to provide the Services and make available Our complaints procedure to You upon request.
5 YOUR OBLIGATIONS
5.1 You shall co-operate with Us in all matters relating to the Services.
5.2 If the performance of Our obligations under the Contract is prevented or delayed by any act or omission by You, then We shall not be liable for any costs, charges or losses sustained or incurred.
5.3 You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us arising directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any obligations under the Contract.
6 CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services You shall pay the charges as set out in the Contract, which may be subject to periodic review as communicated in writing by Us to You from time to time.
6.2 All charges quoted to You shall, unless stated otherwise by Us in writing, be exclusive of VAT, statutory planning application/appeal fees, related disbursements (a list of which may be made available by Us upon request) and any third party/Sub-Contractor’s charges as set out in Condition 7.
6.3 We reserve the right to withhold the submission of planning applications, appeals and/or representations to official bodies until where appropriate, we are in receipt from You of a cheque made payable to the relevant local planning authority or official body and/or You have paid all invoices outstanding to Us.
6.4 We shall invoice You monthly in arrears unless otherwise communicated by Us to You in writing.
6.5 If You are unhappy with the Services for any reason, You must notify Us within 28 days of the date of issue of Our invoice.
6.6 You shall pay each invoice submitted to You by Us within 28 days of the date of such invoice.
6.7 If You fail to pay Us on the due date, We may charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of HSBC Bank Plc.
6.8 All sums payable to Us under the Contract shall become due immediately on its termination. This Condition 6.8 is without prejudice to any such right under the Contract.
6.9 You shall within 7 days of receipt of the Supplier’s Confirmation of Instructions and/or an incorrectly addressed invoice notify Us in writing of the full name and contact details of the relevant individual to whom Our invoice should be addressed and notify Us immediately of any changes of such relevant individual thereafter.
7 SUB - CONTRACTORS
7.1 Where We appoint a Sub-Contractor on your instructions or recommend the appointment of a Sub-Contractor:
(a) In engaging such Sub-Contractor You acknowledge that you are entering into a separate agreement for the supply of services with that Sub Contractor and as such We do not accept liability in respect of any services carried out by any Sub Contractor;
(b) You are responsible for the payment of all charges costs and expenses incurred by the Sub-Contractor as communicated to You by Us and/or the Sub-Contractor in writing;
(c) Where We issue You with invoices in respect of work undertaken by any Sub-Contractor You agree to pay Us in full without deducting/withholding any sums in full or in part and You acknowledge that We reserve the right to withhold any payment due to Sub-Contractors in respect of their services until You have paid all outstanding sums invoiced to You by Us.
(d) You acknowledge that although We may issue invoices on behalf of any Sub-Contractor nothing in these conditions creates a partnership, agency or any other legal arrangement between Us and any Sub-Contractor.
8 LIMITATION OF LIABILITY
8.1 This Condition 8 sets out Our entire financial liability to You in respect of any breach of the Contract which is limited to the price paid for the Services.
8.2 Subject to Conditions 8.1 and 8.4 if We fail to comply with these Conditions, We shall not be responsible for any losses that You suffer as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
8.3 We shall not be responsible for losses that result from Our failure to comply with these Conditions including, but not limited to, losses that fall into the following categories:
(a) loss of income profits goodwill or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) loss of data; or
(e) any waste of time.
8.4 This Condition 8 does not limit in any way Our liability for:
(a) death or personal injury caused by Our negligence;
(b) Fraud or fraudulent misrepresentation;
(c) any breach of Our obligations implied by section 2 of the Supply of Goods and Services Act 1982;
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for Us to exclude or attempt to exclude Our liability.
9 TERMINATION
9.1 Without prejudice to any other rights or remedies either party may terminate the Contract on giving the other not less than 2 weeks written notice.
9.2 On termination of the Contract for any reason You shall within 28 days pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable within 7 days of receipt.
9.3 On termination of the Contract (however arising) Conditions 5,6,7,8, 9 and 17 shall survive and continue in full force and effect.
9.4 We may terminate the Contract and cease to provide Our Services with immediate effect in the event of a breach of any payment obligation under Condition 6.
10 FORCE MAJEURE
We shall have no liability to You under the Contract if We are prevented from, or delayed in performing Our obligations under the Contract by acts, events, omissions or accidents beyond Our reasonable control, including (without limitation), 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 We may, from time to time as communicated to You in writing, change the Services in order to comply with any requirements.
12 SEVERANCE
12.1 If any provision of the Contract is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that 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 ENTIRE AGREEMENT
13.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties.
14 ASSIGNMENT
14.1 We may assign any of Our rights or obligations under the Contract
15 RIGHTS OF THIRD PARTIES
15.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
16 NOTICES
16.1 Any notice required to be given under the Contract shall be in writing.
17 GOVERNING LAW AND JURISDICTION
17.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.