1.1 These Terms shall apply to the provision of services by Masterfix GB Ltd.
1.2 In the event of conflict between these Terms and any other terms (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Masterfix GB Ltd in writing.
2.1 Unless the context otherwise requires, each reference in these Terms to:
2.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.1.3 “these Terms” is a reference to these terms and conditions as amended or supplemented at the relevant time;
2.1.4 a Clause or paragraph is a reference to a Clause of these Terms.
2.1.5 a “Party” or the “Parties” refer to the parties to these Terms.
2.2 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.
2.3 Words imparting the singular number shall include the plural and vice versa.
2.4 References to any gender shall include the other gender.
3. The Services
3.1 With immediate effect, Masterfix GB Ltd shall, in consideration of the charges being paid in accordance with the trade rates or agreed fixed price, provide maintenance and/or refurbishment services to the Client.
3.2 Masterfix GB Ltd will use reasonable care and skill to perform these services.
3.3 Masterfix GB Ltd shall use all reasonable endeavours to complete its obligations under these Terms, but time will not be of the essence in the performance of these obligations.
4.1 The Client agrees to pay the charges in accordance with these Terms.
4.2 All sums payable by the Client pursuant to these Terms are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which the Client shall be additionally liable.
4.3 Any estimate (written or otherwise) may be withdrawn, cancelled or varied by Masterfix GB Ltd at any time and shall lapse if not accepted by the Client within 30 days from the date of submission.
5.1 All payments required to be made pursuant to these Terms shall be made within 30 days of the date of the relevant invoice (unless otherwise agreed in writing) in pound sterling in cleared funds to such bank in England as Masterfix GB Ltd may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as the Client is required to deduct or withhold by law.
5.2 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then Masterfix GB Ltd shall, without prejudice to any right which Masterfix GB Ltd may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 5% and the base rate of Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
6. Variation and Amendments
6.1 If the Client wishes to vary any details of or add additional details to estimated or agreed works he must notify Masterfix GB Ltd in writing as soon as possible. Masterfix GB Ltd shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client. The Parties must agree in writing, the specification and additional charges of any varied or additional work before such work is commenced.
6.2 If, due to circumstances beyond Masterfix GB Ltd’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. Masterfix GB Ltd shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7.1 Masterfix GB Ltd may terminate the agreement immediately if:
7.1.1 the Client is in breach of any of his obligations hereunder;
7.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with his creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of his undertakings or assets;
7.1.3 the Client has become bankrupt or shall be deemed unable to pay his debts by virtue of Section 123 of the Insolvency Act 1986;
7.1.4 the Client ceases or threatens to cease to carry on business; or
7.1.5 any circumstances whatsoever beyond the reasonable control of Masterfix GB Ltd (including but not limited to the termination of the service through no fault of Masterfix GB Ltd) arise that necessitate for whatever reason the termination of the provision of services.
7.2 In the event of termination under sub-Clause 7.1 Masterfix GB Ltd shall retain any sums already paid to it by the Client without prejudice to any other rights Masterfix GB Ltd may have whether at law or otherwise.
8. Sub-Contracting and Agency
8.1 Masterfix GB Ltd may sub-contract the performance of any of its obligations under these Terms without the prior written consent of the other Party but will use all reasonable endeavours to ensure that all such work is carried out in accordance with the agreed time frame and to the same efficiency as if Masterfix GB Ltd were themselves carrying out such obligations.
8.2 Where an agent enters into these Terms on behalf of a principal, the agent agrees to indemnify and keep indemnified Masterfix GB Ltd from and against any and all loss damage or liability suffered by Masterfix GB Ltd resulting from the principal’s breach of these Terms. In the case of such a breach, the agent will be deemed to be the Client in accordance with these Terms.
9. Liability and Indemnity
9.1 Except in respect of death or personal injury caused by Masterfix GB Ltd’s negligence, Masterfix GB Ltd will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Masterfix GB Ltd’s servants or agents or otherwise) in connection with the performance of its obligations under these Terms or with the use by the Client of the services supplied.
9.2 The Client shall indemnify Masterfix GB Ltd against all damages, costs, claims and expenses suffered by Masterfix GB Ltd arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
9.3 Masterfix GB Ltd shall not be liable to the Client or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of Masterfix GB Ltd’s obligations if the delay or failure was due to any cause beyond Masterfix GB Ltd’s reasonable control.
10. Force Majeure
10.1 Neither the Client nor Masterfix GB Ltd shall be liable for any failure or delay in performing their obligations under these Terms 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.
11.1 No waiver by Masterfix GB Ltd of any breach of these Terms by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
11.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
12.1 The Parties agree that, in the event that one or more of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
13.1 Masterfix GB Ltd reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the services or facilities. Masterfix GB Ltd reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
14.1 All notices under these Terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
14.2 Notices shall be deemed to have been duly given:
14.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
14.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
14.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
14.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
14.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
15. Law and Jurisdiction
15.1 The laws of England and Wales and Scotland shall govern these Terms.
15.2 Any dispute between the Parties relating to these Terms shall fall within the jurisdiction of the courts of England and Wales and Scotland.