These Terms and Conditions of Business along with the accompanying engagement letter govern the lawyer-client relationship which will exist between us. By continuing to instruct this firm you agree to the terms and conditions set out here. Unless otherwise agreed, and subject to the application of then current hourly rates, these Terms and Conditions of Business shall apply to any future instructions given by you to this firm. Nobody is authorised to alter these terms other than in writing.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between the Supplier and the Client for the supply of Products and / or Services in accordance with these Conditions.
Proposal: means the written document(s) that we send to you together with these terms and conditions for the execution of the Services, which will be agreed by The Landscape Service 2017 and the Client.
Fee(s): means the fees payable by the client set out in the Proposal or any variation to the Fee(s) and for the supply of Products or Services in accordance with clause 7.
Commencement Date: has the meaning set out in clause 3.2.
Conditions: these terms and conditions as amended from time to time in accordance with clauses 11, 12, 13 and 14.
Supplier (We): The Landscape Service 2017 Limited registered in England and Wales with company number 10893594.
Client (You): the person or firm who purchases Products and / or Services from the Supplier.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Client.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect theconfidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Clients written acceptance for Products and / or Services as set out in the proposal by the Supplier.
Products: the products, including the Deliverables, supplied by the Supplier to the Client as set out in the Specification.
Specification: the description or specification of the Products and / or Services provided in writing by the Supplier to the Client.
Services: the services set out in the Proposal by the supplier.
Design or Designs: means all designs including drawings produced by the supplier when performing the Services.
Project Inspection: has the meaning given to it in Clause 5.
Site: means the location where the Works are to be carried out as set out in the Proposal.
Work(s): means all the hard and soft landscaping including preparation, construction and planting work undertaken at the Site to implement the Design(s).
3.1 This contract is made between The Landscape Service 2017 Limited and the Client as stated in the Proposal. The terms of this contract will override terms that you may have sent or may send to us or any other written correspondence or verbal communication including any advice or recommendation made before we accept the order. Any typographical, clerical or other errors or omissions in the catalogue, Proposal, price list, order or any other document may be changed without us incurring any liability.
3.2 the proposal shall only be deemed accepted when the Client issues written acceptance, at which point the date of commencement shall come into existence (Commencement date).
3.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described
in them. They shall not form part of the Contract or have any contractual force.
3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 60 days from its date of issue.
4.1 Once the contract is accepted by you, we will provide the Services set out in the Proposal using reasonable skill and care in accordance with standards expected of a reasonable landscape / garden designer. We will provide the Services in a timely fashion, but any time deadline set out is only an estimate.
4.2 This is a design and consultancy only agreement. We will not be responsible for the work undertaken by third parties, the manner in which the Works are being carried out nor any other aspect of their progress.
4.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
4.4 All specifications, figures, sizes and other descriptions in the Design are approximations only and should not be relied upon.
4.5 You may suspend the Services at any time, but all sums due at the date of suspension will become due for immediate payment. Once we receive your further instructions, we will use reasonable endeavours to reschedule the Services as soon as is practicable. This rescheduling
will not be at a time requested by you. Any additional cost incurred by us in complying with these instructions will be added to the total Fees.
5.1 If we have specified in writing in the Proposal that we will carry out Project Inspection, then the following Clause 5 will apply.
5.2 In consideration of payment of the fee specified in the Proposal, we will carry out Project Inspection.
5.3 Project Inspection means that we will conduct site inspections at appropriate intervals of the Works as agreed in the Proposal. We shall notify you of any discrepancies that we have noted between the Design and the actual Works being delivered in order that you may take steps to rectify such changes as you see fit.
5.4 We will not supervise or manage the Works. If agreed in the Proposal we will assist you in communicating with third parties, but you will contract directly with the third parties. By undertaking Project Inspection, we will not take responsibility or liability for their Work or the Works, and we will not accept any liability in respect of either the execution or performance of such third-party contractor, or the delivery or performance of the Works once completed.
6.1 Either party will be entitled to vary or amend the scope of the Services or the Proposal upon the prior consent of the other party. Any variation will only be effective once the details of the variation (which may take the form of a further Proposal) together with an additional Fee or any variation to the Fee have been put in writing and agreed by both parties, whereupon this will form a binding contract between the parties. We will then carry out the varied contract as if the variation was originally included in the Proposal. We may refuse to accept a variation.
6.2 If you require additional services outside of the scope of the Proposal, the supplier will set out additional services in a further proposal.
6.3 We may vary these terms and conditions by giving you 14 days’ prior written notice if we are required to do so for reasons beyond our reasonable control.
7.1 The Fees for the Services are set out in the Proposal and will become fixed on the acceptance of the Proposal by both parties.
7.2 The Fees will be payable as set out in the Proposal. All invoices shall be paid by the client within 14 days upon receipt of the invoice.
7.3 The Client will pay in full and in cleared funds to the bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.4 We reserve the right to charge interest at 8% per annum above the base rate of the Bank of England on any outstanding amounts (calculated on a daily basis) that remain payable after the due date. If you fail to pay an invoice by the due date, we may, after seven days’ prior notice, suspend the performance of the Services until payment in full is received. The Client shall pay the interest together with the overdue amount.
7.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.6 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.
7.7 We reserve the right to make an additional charge in the event that the matter becomes more complex or lengthier than originally estimated. This would entail either increasing our fee estimate or charging at our hourly rate of £65 per hour for any additional work involved. In the latter case we would try and give you our best estimate of the likely additional cost or, where this is not possible, we would obtain your authority to carry out work to an agreed fee limit.
7.8 The common law entitles us to retain any money, papers or other property belonging to you which properly come into our possession pending payment of our costs, whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a “general lien”. We are not entitled to sell property held under a lien, but we are entitled to hold property, other than money, even if the value of it greatly exceeds the amount due to us in respect of costs.
7.9 Unless specified in the fee proposal the following disbursements will be charged as necessary. This may include but not limited to:
7.9.1 additional meetings with the Client and / or related professionals at £65.00 p/h.
7.9.2 time spent travelling away from the office at £65.00 p/h.
7.9.3 mileage at 45p per mile.
7.9.4 Printing costs.
7.10 In addition to the time spent, we may take into account a number of factors including any need to carry out work outside our normal office hours, the complexity of the issues, the speed at which action has to be taken, any particular specialist expertise which the case may demand. An increase in the rates may be applied to reflect such factors.
8.1 You have certain obligations under this contract. Failure to comply with these obligations may result in us suspending or terminating the contract. If we incur any damages or fines through your failure to carry out your obligations, then you will repay us all such moneys on a full indemnity basis.
8.2 You will provide us at the time of asking with the necessary information in order to carry out the Services. You will warrant the accuracy of this information and that the information is not subject to any third-party rights that would prevent us from using this information. You will be liable for any costs that we may suffer if this warranty is not true.
8.3 You will allow us reasonable access to both you and the Site at the agreed times to carry out the Services.
8.4 You will notify us in writing of any issues which may affect the Services as soon as possible to enable us at the earliest opportunity to investigate and rectify where necessary; and notify us as soon as possible of any structural alterations that may affect the Works.
8.5 If as part of the Works there is a requirement that any remedial work is required to trees at the Site (including but not limited to cutting down or lopping), then you will make the necessary checks and arrangements that such tree is not subject to any type of protection order. You will also be responsible for the arrangement of any planning permission or licences in respect of the Works. You will cover any fines or damages that are incurred by either party as a result of failing to make such arrangements and you will indemnify us from and against any costs, claims, damages, liabilities and expenses incurred by us arising from any breach of planning permission or licences in respect of the Works. The Landscape Service 2017 Limited will not be held responsible for any breach in regulations.
8.6 Nothing in this contract shall require us to provide advice or services regarding the presence of or risk of contamination or pollution by harmful substances. You will be solely responsible for determining what investigations and actions should be taken in relation to such
substances and shall commission such professional third-party advice as necessary.
9.1 We are the owner of all intellectual property rights in the Designs together with the rights in any developments and modifications in such Designs.
9.2 We will grant you a non-exclusive, perpetual, non-transferable and personal licence to use the Designs for your own internal business or residential purposes at the location set out in the Proposal, but for no other purpose. You may not allow any third party to use any of those Designs; use those Designs on behalf of or for the benefit of any third party; sub-license the use of the whole or any part of those Designs; recreate the Design at a different location or transfer them to anyone else without our prior written permission.
9.3 We will be allowed to refer to you in any publicity after the Services have taken place (including the taking and publication of photographs of the Works and the Site).
9.4 You agree the supplier to display advertisement boards (site boards) prior to the Works commencing and during the Works at the Site.
9.5 The provisions of this clause 8 shall remain in full force and effect after termination of this contract for whatever reason.
10.1 in the event of any fault or defect arising in the Services, we shall have the right to remedy such fault where possible by re-supplying the Service. If you do not advise us of any defect in the Services within thirty days after completion of the Services or the provision or delivery
of the relevant part of the Services, you shall be deemed to have accepted the Services or part thereof.
10.2 If plants or other goods are provided to you by a separate supplier, those supplies will be provided under a separate contract with your supplier and we can accept no responsibility for that contract or the supplies under it.
10.3 we will not be liable in any way whatsoever whether that be under contract, tort or otherwise, for any indirect or consequential loss or damage, loss of revenue, loss of profit, loss of goodwill, costs, expenses or other claims for consequential compensation (even if due to
our negligence, such loss being reasonably foreseeable or if you had been advised of the possibility of suffering such loss) that you may suffer because of the Services provided under this contract.
10.4 nothing in this contract shall affect the statutory rights of a consumer.
10.5 nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees.
10.6 we will use reasonable endeavours to comply with any specified delivery dates, but no such dates are guaranteed and we exclude liability for any loss (whether direct, consequential or otherwise) resulting from any delay in the delivery of the Services.
10.7 the provisions of this clause 9 shall remain in full force and effect after termination of this contract for whatever reason.
11.1 The Services will start on the date specified in the Proposal. Either party may terminate this contract at any time by giving the other party advance written notice if the other becomes insolvent or bankrupt, makes any arrangement or composition with its creditors, has any petition filed against it for compulsory liquidation or bankruptcy, has a receiver appointed over any or all of its assets, is unable to pay its/his/her debts as and when they fall due or otherwise ceases to carry on business.
11.2 If either party is in breach of any significant provision of this contract (a material breach) then that party will give the other party not less than fourteen (14) days’ written notice to allow them to correct that breach. If that party fails to remedy the breach within the notice period, then the other party will be entitled to terminate the contract with immediate effect at the end of that notice period.
11.3 You may cancel this contract at any time by giving us at least one month’s advance written notice but you will have to pay for the Services carried out up to the date of expiry of the notice.
11.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:
11.4.1 The Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.
11.4.2 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
11.4.3 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
11.4.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that Client (being a company).
11.4.5 The Client (being an individual) is the subject of a bankruptcy petition or order.
11.4.6 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
11.4.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company).
11.4.8 the holder of a qualifying floating charge over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver.
11.4.9 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client.
11.4.10 any event occurs or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.4.2 to clause 11.4.9 (inclusive).
11.4.11 an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.5 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
11.6 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 11.4.2 to clause 11.4.9 or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Client on the due date for payment.
12.1 On termination of the Contract for any reason:
12.1.1 The Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
12.1.2 The Client shall return all the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.1.3 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and.
12.1.4 clauses which expressly or by implication survive termination shall continue in full force and effect.
13.1 for the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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.
13.2 The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
14.1 Wavier. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or
14.2 Proper Law. These terms and conditions will be governed by and construed in accordance with the laws of England and Wales. In the event of any dispute we would ask that you contact us in the first instance to resolve any issues in good faith. If this matter is not referred or resolved within 14 days of the matter being raised, then the parties will submit to the exclusive jurisdiction of the English Courts.
14.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax.
14.3.2 Post will be judged to have arrived 2 days from date of posting. Notices sent by other means will be deemed received on delivery.
14.3.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
The parties to this contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it but this shall not affect any right or remedy of a third party that exists or is available apart from that Act.
If you are required under the Party Wall Act 1996 to appoint a party wall surveyor, then you will be responsible for ensuring that such a surveyor is appointed and we will co-operate and pass all such relevant information to the surveyor as soon as is reasonably practicable.
If any term of this contract shall be held to be invalid, illegal or unenforceable, the remaining terms shall remain in full force and effect and such invalid, illegal or unenforceable term shall be deemed not to have been part of this contract.
This contract, the Proposal and any variation to the Proposal in accordance with clause 6 contains the entire understanding between the parties and supersedes all previous agreements between the parties. It is expressly provided that nothing in this contract excludes any liability for pre-contract statements or representations made fraudulently.