Terms & Conditions

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Grounds Maintenance Contacts T&C's

Application:

1.1 - These terms and conditions shall apply to the provision of services by the" Supplier" to the "Client".

1.2 - The following methods are deemed to be, and shall be accepted, as official approval and Agreement from the Client to the Supplier in the full.

1.3 - In the event of conflict between these terms and conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.

Definitions:

2.1 - In this Agreement, unless the context otherwise requires, the following definitions have the following meanings:

"Business Day"

A day (excluding Saturdays & Sundays) on which banks generally are open for the transaction of normal banking business.

"The Client"

Any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier.

"The Commencement Date"

The commencement date for this Agreement as set out in the contract.

“ARC” – Annual Rolling Contract

A contract or agreement with an Annual Rolling end date shall roll over for another full annual term each and every 12month period from the original start date.

“Fixed Dated Contract”

A contract or agreement with a specifically dated termination date – (dd/mm/yy)

"Services"

The services to be provided by the Supplier to the Client as set out in any supplied specification.

"The Supplier"
Barge Group Ltd, it's staff & agents.

2.2 - Any reference in these conditions to a statute, or a provision of a statute, shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2.3 - The headings in these conditions are for convenience only and shall not affect their interpretation. The Service:

3.1 - All contracts are binding and for the full term stated on the contract document.

3.2 – Before the end of a fixed dated contract period, the Client can request for a 2 year extension or to be switched on to an ARC, which will again be fully binding for the term of the extension. With exception to clause 3.3

3.3 – Where a Fixed Dated Contracted has come to the end of its term with no clear instruction from the client, the client shall by in doing so be automatically accepting to be placed on a 6 month rolling contract which shall be fully binding and shall continue to roll until either party gives notice of termination or active renewal (see clause section 7).

3.4 - The Client shall be held to have, by their own independent observation and enquiries, fully informed and satisfied themselves as to the nature, extent, means by which completion shall be achieved with the items laid out within any contract specification and frequency of service.

3.5 - The Client shall be held to have, by their own independent observation and enquiries, fully informed and satisfied them self of the condition of each item(s) stated within any specification, including the rate of growth and impact of such on the Site requirements and expectations between the stated frequency cuts or supply of service for each task.

3.6 - The purpose of a Grounds Maintenance Specification with the Supplier is for them to provide the Client with competent named grounds person(s) on a regular basis to carry out the service of routine landscape maintenance to the standard and frequency stated within the contract specification, for the whole duration of the contracted term.

3.7 - All quantities relating to the frequency of tasks within the specification of any contract are subject to the limitations of the environment. In the example of poor weather or the effects to the landscape due to poor weather and the result meaning that the target number of times a task is to be completed have not been achieved. The Supplier will not be held liable for any refunds where he can demonstrate that they were willing to carry out the tasks required.

3.8 - With effect from the Commencement Date the Supplier shall, in consideration of the fees being paid in accordance with the terms of payment will provide the services expressly identified in the Maintenance specification or otherwise agreed under this Agreement.

3.9 - The Supplier will use reasonable care and skill to perform the services identified in the Grounds Maintenance Specification or otherwise agreed under this Agreement.

3.10 - The Supplier shall use all reasonable endeavours to complete its obligations under the Grounds Maintenance Specification. Time will not be of the essence in the performance of these obligations, except for those which are a supply of Services for a set duration of time.

3.11 - The Supplier shall train its staff to undertake specific actions, and where possible ensure all staff shall undertake proficiency certification.

3.12 - The Supplier will cut the entire of any grassed area to a recognised industry standard for the intended use.  The Supplier will not be held responsible for grass clumping due to damp weather conditions where grass arisings are to remain on site and uncollected.

3.13 - When carrying out soft landscaping works, ie planting, turfing, seeding, the Supplier will ensure that the ground is prepared to good horticultural standard and ensure plants are healthy when introduced.  On completion of the job it is the Client’s responsibility to maintain soft landscaping by way of watering and feeding to ensure successful establishment.  Should any soft landscaping deteriorate due to lack of water, pests and diseases or climatic conditions The Supplier will not be responsible, other than when a specific maintenance contract has been agreed prior to works commencing.

3.14 - No workmen employed by the Supplier are to be allowed to trespass on adjoining properties without the Client gaining permission from the land or property owner first. It shall solely be the Clients responsibility to obtain permissions for any works where we require the access or use of adjoining property. The Client shall indemnify the Supplier against any claim or action for damages on account of any works carried out on adjoining land.

3.15 - In some circumstances the Supplier may (at its discretion) supply some preliminary contract / project related services free of charge (FOC) such as TPO applications, specification documents & drawings. Such services are rendered free of charge on the basis that upon completion the Supplier will be awarded the contract / project. In the instance of the contract / project being awarded to another Supplier, and the FOC articles being used on said contract / project, the Client may be liable for fees and charges in relation to producing the preliminary service.

Price:

4.1 - The Client agrees to pay the fees in accordance with the terms of payment.

4.2 - In addition the Supplier shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and Services supplied in connection with the provision of the Services that were outside the control and scope of original pricing.

4.3 - The Client will pay the Supplier for any additional services provided by the Supplier that are not specified in the Maintenance specification in accordance with the Supplier's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the expenses.

4.4 - All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.

4.5 - The Supplier may, at its discretion, increase the contracted price to cover unexpected increases in costs to the Supplier which affect the contract directly (such as fuel, wages, H&S legislation, DVLA regulations ect).

4.6 - The Supplier may, at its discretion, apply an annual contract uplift % based on DTI Inflation Uplift Figures produced by the UK Government Annual Budget (April).

Payment:

5.1 - All costs supplied and or submitted by the Supplier are exclusive of VAT at the prevailing rate.

5.2 - All payments required to be made pursuant to this Agreement by either party, shall be made within 30 days of the date of the relevant invoice by cheque/BACS in cleared funds, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

5.3 - The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date, in respect of the price or any other sum due under these terms and conditions then the Supplier shall, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 8 per cent and the base rate of the Bank of England. Such interest shall be calculated cumulatively on a daily basis and accrue after as well as before any judgement.

5.4 - For contract or project total costs which are calculated annually and divided by 12 equal monthly payments. Any alterations and adjustments made to any contract resulting in a reduction in service and thus a financial difference in cost will, only see the adjustments to any invoices being made once any outstanding costs for the redundant or already given service have been recuperated by the Supplier.

Variation and amendments:

6.1 - If the Client wishes to vary any details of the Grounds Maintenance Specification it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client and the new details added to any existing contract or Agreement.

6.2 - No unauthorised alterations, additions, conditions or notes shall be made to any contract by the Client. All alterations shall be made by the Supplier, where a contract renewal or amendment shall be drafted, approved and signed by both the Client and the contractor as to make it official.

6.3 - The contract sum shall remain fixed for the duration of the contract unless there are changes, alterations or additions required to the level of service required or such increases that the Supplier deem necessary under section 4.5.

6.4 - If, due to circumstances beyond the Supplier’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. The Supplier 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.

6.5 - If the Client wishes to request works that are covered within the specification, but wishes to have the works undertaken outside of the set frequency or set visit date, the Client may be liable for the provisional item additional charges as laid out in your Grounds Maintenance Contract.

Termination: ( Please also see 3.2 & 3.3)

7.1 - The Supplier may terminate the Agreement forthwith if:

7.1.1 - The Client is in breach of any of its obligations hereunder; or

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 its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or

7.1.3 - The Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or

7.1.4 - The Client ceases or threatens to cease to carry on business; or

7.1.5 - The Client makes payment later than 21 days after the due date. This is with exception of invoices or works in dispute, which if not mutually resolved between the Client and the Supplier shall be referred to an agreed third party authority with the aim of the dispute being settled within 21 days of the original invoice due date.

7.1.6 - Where the Client imposes or makes changes to restrictions on when and how the Supplier can operate to complete the required supply of Service which have not been noted or recorded within the original contract.

7.1.6 - Any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination of the service through no fault of the Supplier) arise that necessitate for whatever reason the termination of the provision of services.

7.2 - All Agreements are binding under the forms, notations and statements of the Suppliers terms and conditions. Where the Client wishes to cancel an Agreement with exception to clauses 7.5 the Client will be liable to pay the remaining Agreement period value in whole within 30 days of notification in writing to the Supplier.

7.2.1 - Where the Client has become bound by any form of contract rolling over and the client wishes to cancel the contract then they shall be bound by clause 7.2

7.2.2 - The Supplier may cancel the Agreement at any time giving 2 months notice where the Supplier can no longer maintain, expected standard of works, required service due to cost implications and or undergoing company restructuring.

7.3 - In the event of termination under clause 7.1 the Supplier shall retain any sums already paid to it by the Client without prejudice to any other rights the Supplier may have whether at law or otherwise.

7.4 - The Supplier shall also operate a level system for the purpose of performance correction and contract termination for the Client.

7.4.1 - Level 1 - Where a service outlined within the main Agreement has been identified by the Client to the Supplier in writing as being missed or delayed within 10 working days of it being due, the Supplier shall either be required to get the works completed within the an additional 10 working days of notification or offer the Client and additional service to the same value within the same Agreement year. This is with exception to clause ( 7.1.5.) and where environmental limitations or situations posed by a third party, company or service have restricted the ability to carry out the works in the first instance.

7.4.2 - Level 2 - In the instance of proven poor workmanship after works have been completed and have been reported to the Supplier by the Client in writing. The Supplier shall aim to where required under the specification of the works complete the works to the correct standard within 10 working days to notification.

7.4.3 - Level 3 - In the instance of gross misconduct or contravention of health and safety regulations leading to the injury of an authorised site user.

7.5 - The Client is entitled to cancel the supply of Service with the Supplier if the following quantities of levels of performance are proven within the described time scale via an agreed third party authority. In the instances where a Client's contract covers more than one site location or premises then only the single affected site or premises shall be eligible for forfeit for the provision of service.

7.5.1 - Level 1 - 4 or more instances within a 2 month period from the first written notification to the Supplier of failure to provide the specified service agreed , when the Supplier has made no attempts to correct the issues or suitable attempts to meet the corrective time periods for at least 2 of the failures.

7.5.2 - Level 2 - 4 or more instances within a 2 month period from the first written notification to the Supplier of failure to provide the specified service, when the Supplier has made no attempts to correct the issues or suitable attempts to meet the corrective time periods for at least 2 of the failures.

7.5.3 - Level 3 - where gross misconduct or injury to an authorised site user is proven by a third party authority to be the fault of the Supplier on one or more occasions then the Client may give the agreed notice period for cancellation.

Examples of what can be defined as gross misconduct are detailed below (non exhaustive);

intoxication (whether from drink or drugs), fighting or other physical abuse, indecent behaviour, theft, serious breaches of health and safety regulations, offensive behaviour (such as discrimination, harassment, bullying, abuse and violence) , intentional wilful (Non accidental) damage to property

Staffing:

8.1 - All staff employed directly by the Supplier shall be DBS ( Disclosure Barring Service ) checked. This shall be applied for on first day of joining and shall be made available once received.

8.2 - All staff employed directly by the Supplier shall be suitably trained and or experienced in the tasks being undertaken.

Sub-Contracting:

9.1 - Either party may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where either party sub-contracts the performance of any of its obligation under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.

Liability:

10.1 - Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of this contract or with the use by the Client of the Services supplied, where so far as risk has been assessed and all possible and necessary precautions taken by the Supplier to prevent damage.

10.2 - The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.

10.3 - The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

10.4 - Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.

Force Majeure:

11.1 - Neither the Supplier nor the Client shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:-

11.2 - Act of God, explosion, flood, tempest, fire or accident;

11.3 - War or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.4 - Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.5 - Import or export regulations or embargoes;

11.6 - Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);

11.7 - Difficulties in obtaining raw materials, labour, fuel, part or machinery;

11.8 - Power failure or breakdown of machinery.

Waiver:

12.1 - No waiver by the Supplier of any breach of these terms and conditions 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 this Agreement 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.

12.2 - No failure or delay on the part of any party in exercising any right, power or privilege under this Agreement 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 or the exercise of any other right, power or privilege.

Severance:

13.1 - If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

Copyright:

14.1 - The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier's services or facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

Notices and Service:

15.1 - Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by sending via pre-paid registered post, email or other comparable means of communication.

15.2 - Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the tenth day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

15.3 - Any notice or information sent by e-mail or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party 24 hours after transmission.

15.4 - Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement, 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.

Applicable Law and Jurisdiction:

These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.

Tree & Vegetation Works T&C's

These Terms and Conditions apply to all transactions and agreements between Barge Group Ltd and its clients.

Definitions

1.1. Contractor: Barge Group Ltd, its staff and agents acting upon its behalf

1.2. Client: Company, organisation or person commissioning specified works,

1.3. Quotation: written specification of the works as discussed on site and sent to the client in writing

1.4. Works: refers to tree surgery, arboricultural advice and liaison with local authorities

1.5. Contract: agreement between Barge Group Ltd and a client in which the client requires us to undertake certain specified works and Barge Group agrees to do this for a given remuneration

Quotations

2.1. All quotations and cost estimates are without obligation

2.2. All quotations are exclusive of VAT

2.3. Quotations are valid for six weeks from their date of issue, after which time the contractor is entitled to draw up a new quotation/amend costs

2.4.Unless specifically stated the grinding of stumps is excluded from any price unless stated

2.5. Following felling of a tree, stumps will be left at between 300mm – 900mm dependant of the safety requirements of the site.

2.6. In the case of vegetation clearance, we will not be held liable for the removal or processing cost of fly tip, litter and excess soil above the surrounding ground level that was not visible at the tender stage unless agreed to in writing, excess litter, fly tip and soil processing and removal will result in additional charges.

Entering into an agreement, execution of commission

3.1. The contract takes effect on acceptance by the client in writing, of the quotation submitted by the contractor

3.2. The contractor commits itself to executing the works to the best of its ability, thereby employing sound professional knowledge, skills and experience, with due regard to the client’s requirements and in compliance with all relevant regulations and standards

3.3. The contractor shall take all necessary steps to ensure that the worksite is left clean, tidy and safe on completion of all works

3.4 All quotes that contain multiple lines are subject to minimum labour charges at the point of order.

Alteration/withdrawal/end of contract

4.1. No order confirmation once accepted to us in writing may be cancelled without our written consent.
4.2 If an order is cancelled within 48 hours of order confirmation, and our written consent is given for a cancelled order, the company is entitled to charge you a fee of 20% of the order value, to a maximum of £1,000.
4.3 If an order is cancelled after 48 hours from order confirmation, and our written consent is given for a cancelled order, the company is entitled to charge you a fee of 30% of the full order value.

4.4. Costs of any additional works requested by the client falling outside of the original quotation will be specified in an additional quotation

4.5. The contractor reserves the right to delay or cancel works that: (a) are deemed a potential hazard (b) are affected by inclement/dangerous weather (c) interfere with the safe retention of wildlife habitats (d) are compromised by unforeseen circumstances

4.6. In the event of a contract being withdrawn by the client after works have commenced, he/she will pay the contractor 100% of the remuneration agreed upon at the start of the contract

4.7. In the event of bankruptcy or liquidation of the client, the contractor is entitled to delay the contract, ask immediate payment of the remuneration agreed upon or annul the contract

4.8. In the event of a force majeure, including all exterior causes (foreseen or unforeseen) over which the contractor has no influence and which prevents it from meeting its obligations, the parties will agree to either suspend or annul the contract

4.9. The contractor’s contractual obligations end upon receipt of a written statement by the client approving the works undertaken. The client’s contractual obligations end upon receipt of the remuneration by the contractor

Liability

5.1. The contractor is responsible solely for damage that is the direct and demonstrable result of a shortcoming for which the contractor can be held accountable

5.2. The client shall be soley responsible to ensure an access route, free from obstructions is available for the transportation of waste, and although every effort will be made to protect property from damage, we will not accept liability for damage to property during the waste transfer process (From tree to chipper)

5.3. The contractor does not accept liability for any damages to (underground) services that were not advised of by the client prior to commencement of the works

5.4. The client is responsible for informing neighbours in the event where works need to be carried out on their tree and which necessitates access to their property

5.5. The client is bound to indemnify the contractor from any claims from third parties arising after completion of the works

5.6. It is the Clients responsibility under the CDM regulations to provide a comprehensive site survey including the provision of detailed under / over ground service information (electricity cables, gas pipes etc). No liability shall be accepted by us for damages to services or consequential actions if comprehensive site survey is not accurate or not provided by the client.

Payment

6.1. The contract price takes into account factors such as travelling time, site conditions, parking costs, arrangements with local authorities regarding the safeguarding of the area, manpower required and the need for hired equipment

6.2. Invoices should be paid on completion of works, unless agreed otherwise. The contractor reserves the right to charge interest on fees outstanding for more than 30days.

Legal System applicable

7.1. The law of the United Kingdom applies to all legally binding transactions between the client and the contractor

Project Works T&C's

Application:

1.1 - These terms and conditions shall apply to the provision of services by the" Supplier" to the "Client".

1.2 - The following methods are deemed to be, and shall be accepted, as official approval and Agreement from the Client to the Supplier in the full.

1.3 - In the event of conflict between these terms and conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.

Definitions:

2.1 - In this Agreement, unless the context otherwise requires, the following definitions have the following meanings:

"Business Day"

A day (excluding Saturdays & Sundays) on which banks generally are open for the transaction of normal banking business.

"The Client"

Any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier.

"The Commencement Date"

The commencement date for this Agreement as set out in the contract.

“ARC” – Annual Rolling Contract

A contract or agreement with an Annual Rolling end date shall roll over for another full annual term each and every 12month period from the original start date.

“Fixed Dated Contract”

A contract or agreement with a specifically dated termination date – (dd/mm/yy)

"Services"

The services to be provided by the Supplier to the Client as set out in any supplied specification.

"The Supplier"

Barge Group Ltd, it's staff & agents.

2.2 - Any reference in these conditions to a statute, or a provision of a statute, shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2.3 - The headings in these conditions are for convenience only and shall not affect their interpretation. The Service:

3.1 - All contracts are binding and for the full term stated on the contract document.

3.2 – Before the end of a fixed dated contract period, the Client can request for a 2 year extension or to be switched on to an ARC, which will again be fully binding for the term of the extension. With exception to clause 3.3

3.3 – Where a Fixed Dated Contracted has come to the end of its term with no clear instruction from the client, the client shall by in doing so be automatically accepting to be placed on a 6 month rolling contract which shall be fully binding and shall continue to roll until either party gives notice of termination or active renewal (see clause section 7).

3.4 - The Client shall be held to have, by their own independent observation and enquiries, fully informed and satisfied themselves as to the nature, extent, means by which completion shall be achieved with the items laid out within any contract specification and frequency of service.

3.5 - The Client shall be held to have, by their own independent observation and enquiries, fully informed and satisfied them self of the condition of each item(s) stated within any specification, including the rate of growth and impact of such on the Site requirements and expectations between the stated frequency cuts or supply of service for each task.

3.6 - The purpose of a Grounds Maintenance Specification with the Supplier is for them to provide the Client with competent named grounds person(s) on a regular basis to carry out the service of routine landscape maintenance to the standard and frequency stated within the contract specification, for the whole duration of the contracted term.

3.7 - All quantities relating to the frequency of tasks within the specification of any contract are subject to the limitations of the environment. In the example of poor weather or the effects to the landscape due to poor weather and the result meaning that the target number of times a task is to be completed have not been achieved. The Supplier will not be held liable for any refunds where he can demonstrate that they were willing to carry out the tasks required.

3.8 - With effect from the Commencement Date the Supplier shall, in consideration of the fees being paid in accordance with the terms of payment will provide the services expressly identified in the Maintenance specification or otherwise agreed under this Agreement.

3.9 - The Supplier will use reasonable care and skill to perform the services identified in the Grounds Maintenance Specification or otherwise agreed under this Agreement.

3.10 - The Supplier shall use all reasonable endeavours to complete its obligations under the Grounds Maintenance Specification. Time will not be of the essence in the performance of these obligations, except for those which are a supply of Services for a set duration of time.

3.11 - The Supplier shall train its staff to undertake specific actions, and where possible ensure all staff shall undertake proficiency certification.

3.12 - The Supplier will cut the entire of any grassed area to a recognised industry standard for the intended use.  The Supplier will not be held responsible for grass clumping due to damp weather conditions where grass arisings are to remain on site and uncollected.

3.13 - When carrying out soft landscaping works, ie planting, turfing, seeding, the Supplier will ensure that the ground is prepared to good horticultural standard and ensure plants are healthy when introduced.  On completion of the job it is the Client’s responsibility to maintain soft landscaping by way of watering and feeding to ensure successful establishment.  Should any soft landscaping deteriorate due to lack of water, pests and diseases or climatic conditions The Supplier will not be responsible, other than when a specific maintenance contract has been agreed prior to works commencing.

3.14 - No workmen employed by the Supplier are to be allowed to trespass on adjoining properties without the Client gaining permission from the land or property owner first. It shall solely be the Clients responsibility to obtain permissions for any works where we require the access or use of adjoining property. The Client shall indemnify the Supplier against any claim or action for damages on account of any works carried out on adjoining land.

3.15 - In some circumstances the Supplier may (at its discretion) supply some preliminary contract / project related services free of charge (FOC) such as TPO applications, specification documents & drawings. Such services are rendered free of charge on the basis that upon completion the Supplier will be awarded the contract / project. In the instance of the contract / project being awarded to another Supplier, and the FOC articles being used on said contract / project, the Client may be liable for fees and charges in relation to producing the preliminary service.

Price:

4.1 - The Client agrees to pay the fees in accordance with the terms of payment.

4.2 - In addition the Supplier shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and Services supplied in connection with the provision of the Services that were outside the control and scope of original pricing.

4.3 - The Client will pay the Supplier for any additional services provided by the Supplier that are not specified in the Maintenance specification in accordance with the Supplier's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the expenses.

4.4 - All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.

4.5 - The Supplier may, at its discretion, increase the contracted price to cover unexpected increases in costs to the Supplier which affect the contract directly (such as fuel, wages, H&S legislation, DVLA regulations ect).

4.6 - The Supplier may, at its discretion, apply an annual contract uplift % based on DTI Inflation Uplift Figures produced by the UK Government Annual Budget (April).

Payment:

5.1 - All costs supplied and or submitted by the Supplier are exclusive of VAT at the prevailing rate.

5.2 - All payments required to be made pursuant to this Agreement by either party, shall be made within 30 days of the date of the relevant invoice by cheque/BACS in cleared funds, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

5.3 - The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date, in respect of the price or any other sum due under these terms and conditions then the Supplier shall, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 8 per cent and the base rate of the Bank of England. Such interest shall be calculated cumulatively on a daily basis and accrue after as well as before any judgement.

5.4 - For contract or project total costs which are calculated annually and divided by 12 equal monthly payments. Any alterations and adjustments made to any contract resulting in a reduction in service and thus a financial difference in cost will, only see the adjustments to any invoices being made once any outstanding costs for the redundant or already given service have been recuperated by the Supplier.

Variation and amendments:

6.1 - If the Client wishes to vary any details of the Grounds Maintenance Specification it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client and the new details added to any existing contract or Agreement.

6.2 - No unauthorised alterations, additions, conditions or notes shall be made to any contract by the Client. All alterations shall be made by the Supplier, where a contract renewal or amendment shall be drafted, approved and signed by both the Client and the contractor as to make it official.

6.3 - The contract sum shall remain fixed for the duration of the contract unless there are changes, alterations or additions required to the level of service required or such increases that the Supplier deem necessary under section 4.5.

6.4 - If, due to circumstances beyond the Supplier’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. The Supplier 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.

6.5 - If the Client wishes to request works that are covered within the specification, but wishes to have the works undertaken outside of the set frequency or set visit date, the Client may be liable for the provisional item additional charges as laid out in your Grounds Maintenance Contract.

Termination: ( Please also see 3.2 & 3.3)

7.1 - The Supplier may terminate the Agreement forthwith if:

7.1.1 - The Client is in breach of any of its obligations hereunder; or

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 its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or

7.1.3 - The Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or

7.1.4 - The Client ceases or threatens to cease to carry on business; or

7.1.5 - The Client makes payment later than 21 days after the due date. This is with exception of invoices or works in dispute, which if not mutually resolved between the Client and the Supplier shall be referred to an agreed third party authority with the aim of the dispute being settled within 21 days of the original invoice due date.

7.1.6 - Where the Client imposes or makes changes to restrictions on when and how the Supplier can operate to complete the required supply of Service which have not been noted or recorded within the original contract.

7.1.6 - Any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination of the service through no fault of the Supplier) arise that necessitate for whatever reason the termination of the provision of services.

7.2 - All Agreements are binding under the forms, notations and statements of the Suppliers terms and conditions. Where the Client wishes to cancel an Agreement with exception to clauses 7.5 the Client will be liable to pay the remaining Agreement period value in whole within 30 days of notification in writing to the Supplier.

7.2.1 - Where the Client has become bound by any form of contract rolling over and the client wishes to cancel the contract then they shall be bound by clause 7.2

7.2.2 - The Supplier may cancel the Agreement at any time giving 2 months notice where the Supplier can no longer maintain, expected standard of works, required service due to cost implications and or undergoing company restructuring.

7.3 - In the event of termination under clause 7.1 the Supplier shall retain any sums already paid to it by the Client without prejudice to any other rights the Supplier may have whether at law or otherwise.

7.4 - The Supplier shall also operate a level system for the purpose of performance correction and contract termination for the Client.

7.4.1 - Level 1 - Where a service outlined within the main Agreement has been identified by the Client to the Supplier in writing as being missed or delayed within 10 working days of it being due, the Supplier shall either be required to get the works completed within the an additional 10 working days of notification or offer the Client and additional service to the same value within the same Agreement year. This is with exception to clause ( 7.1.5.) and where environmental limitations or situations posed by a third party, company or service have restricted the ability to carry out the works in the first instance.

7.4.2 - Level 2 - In the instance of proven poor workmanship after works have been completed and have been reported to the Supplier by the Client in writing. The Supplier shall aim to where required under the specification of the works complete the works to the correct standard within 10 working days to notification.

7.4.3 - Level 3 - In the instance of gross misconduct or contravention of health and safety regulations leading to the injury of an authorised site user.

7.5 - The Client is entitled to cancel the supply of Service with the Supplier if the following quantities of levels of performance are proven within the described time scale via an agreed third party authority. In the instances where a Client's contract covers more than one site location or premises then only the single affected site or premises shall be eligible for forfeit for the provision of service.

7.5.1 - Level 1 - 4 or more instances within a 2 month period from the first written notification to the Supplier of failure to provide the specified service agreed , when the Supplier has made no attempts to correct the issues or suitable attempts to meet the corrective time periods for at least 2 of the failures.

7.5.2 - Level 2 - 4 or more instances within a 2 month period from the first written notification to the Supplier of failure to provide the specified service, when the Supplier has made no attempts to correct the issues or suitable attempts to meet the corrective time periods for at least 2 of the failures.

7.5.3 - Level 3 - where gross misconduct or injury to an authorised site user is proven by a third party authority to be the fault of the Supplier on one or more occasions then the Client may give the agreed notice period for cancellation.

Examples of what can be defined as gross misconduct are detailed below (non exhaustive);

intoxication (whether from drink or drugs), fighting or other physical abuse, indecent behaviour, theft, serious breaches of health and safety regulations, offensive behaviour (such as discrimination, harassment, bullying, abuse and violence) , intentional wilful (Non accidental) damage to property

Staffing:

8.1 - All staff employed directly by the Supplier shall be DBS ( Disclosure Barring Service ) checked. This shall be applied for on first day of joining and shall be made available once received.

8.2 - All staff employed directly by the Supplier shall be suitably trained and or experienced in the tasks being undertaken.

Sub-Contracting:

9.1 - Either party may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where either party sub-contracts the performance of any of its obligation under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.

Liability:

10.1 - Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of this contract or with the use by the Client of the Services supplied, where so far as risk has been assessed and all possible and necessary precautions taken by the Supplier to prevent damage.

10.2 - The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.

10.3 - The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

10.4 - Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.

Force Majeure:

11.1 - Neither the Supplier nor the Client shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:-

11.2 - Act of God, explosion, flood, tempest, fire or accident;

11.3 - War or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.4 - Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.5 - Import or export regulations or embargoes;

11.6 - Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);

11.7 - Difficulties in obtaining raw materials, labour, fuel, part or machinery;

11.8 - Power failure or breakdown of machinery.

Waiver:

12.1 - No waiver by the Supplier of any breach of these terms and conditions 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 this Agreement 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.

12.2 - No failure or delay on the part of any party in exercising any right, power or privilege under this Agreement 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 or the exercise of any other right, power or privilege.

Severance:

13.1 - If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

Copyright:

14.1 - The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier's services or facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

Notices and Service:

15.1 - Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by sending via pre-paid registered post, email or other comparable means of communication.

15.2 - Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the tenth day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

15.3 - Any notice or information sent by e-mail or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party 24 hours after transmission.

15.4 - Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement, 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.

Applicable Law and Jurisdiction:

These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.

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N13 Europa Trading Estate,
Fraser Road Erith, Kent, DA8 1QL

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01322 311141

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