Ordering Policy and Credit Terms

Thank you for your interest in establishing a business relationship with Heathland Group Limited. We are pleased to outline our ordering and credit policies, designed to support efficient and mutually beneficial transactions.

1. Initial Order – Proforma Basis

For all initial orders, we require payment to be made on a Proforma basis. This policy ensures that the first transaction is completed securely, with payment received in advance of shipment or services.

2. Subsequent Orders – 30-Day Credit Terms

Upon the successful completion of the initial order, your account may be considered for 30-day credit terms, subject to credit approval. The details of this policy are as follows:

• Credit Approval Process: To qualify for credit terms, a credit application must be submitted and approved based on our internal credit assessment.
• Strict 30-Day Payment Term: Once credit is approved, invoices for subsequent orders will be due within 30 days from the date of invoice. Compliance with this payment term is essential to maintaining an open line of credit.
• Alternate Payment Terms: if we are unable to offer you 30-day credit terms, we may offer you 7-day or 14-day terms, depending on the outcome of our internal assessment. Credit terms can then be reassessed in 6 months.

Please be advised that late payments or deviations from these terms may result in a reversion to Proforma terms for future orders.

General Terms and Conditions

The Terms and Conditions were last updated on 17th September 2024

1. Introduction

These Terms and conditions apply to this website and to the transactions related to our products and services. You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of the additional contracts conflict with any provisions of these Terms, the provisions of these additional contracts will control and prevail.

2. Binding

By registering with, accessing, or otherwise using this website, you hereby agree to be bound by these Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

3. Electronic communication

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.

4. Intellectual property

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

4.1 All the rights are reserved

Unless specific content dictates otherwise, you are not granted a license or any other right under Copyright, Trademark, Patent, or other Intellectual Property Rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

5. Newsletter

Notwithstanding the foregoing, you may forward our newsletter in the electronic form to others who may be interested in visiting our website.

6. Third-party property

Our website may include hyperlinks or other references to other party’s websites. We do not monitor or review the content of other party’s websites which are linked to from this website. Products or services offered by other websites shall be subject to the applicable Terms and Conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us.

We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

7. Responsible use

By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website.

Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

8. Refund and Return policy

8.1 Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day on which you acquire, or a third-party other than the carrier and indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post, fax, or email). Our contact details can be found below. You may use the attached model withdrawal form, but it is not obligatory.

If you use this option, we will communicate to you an acknowledgement of receipt of such a withdrawal on a durable medium (for example by email) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

8.2 Effects of withdrawal

If you withdraw from this contract, we shall reimburse you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

You shall send back the goods or hand them over to us or a person authorised by us to receive the goods, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You will have to bear the direct cost of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics, and functioning of the goods.

Please note that there are some legal exceptions to the right to withdraw, and some items can therefore not be returned or exchanged.  We will let you know if this applies in your particular case.

9. Idea submission

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

10. Termination of use

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

11. Warranties and liability

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or to exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the Content. We make no warranty that:

• this website or our content will meet your requirements;
• this website will be available on an uninterrupted, timely, secure, or error-free basis.

Nothing on this website constitutes or is meant to constitute, legal, financial or medical advice of any kind. If you require advice you should consult an appropriate professional.

The following provisions of this section will apply to the maximum extent permitted by applicable law and will not limit or exclude our liability in respect of any matter which it would be unlawful or illegal for us to limit or to exclude our liability. In no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website.

Except to the extent any additional contract expressly states otherwise, our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action that imposes liability (whether in contract, equity, negligence, intended conduct, tort or otherwise) will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions and causes of action of every kind and nature.

12. Privacy

To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

We have developed a policy to address any privacy concerns you may have. For more information, please see our Privacy Statement and our Cookie Policy.

13. Export restrictions / Legal compliance

Access to the website from territories or countries where the Content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of United Kingdom.

14. Assignment

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this Section will be null and void.

15. Breaches of these Terms and conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commence legal action against you.

16. Force majeure

Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will be deemed to be a breach of these Terms and conditions if and for as long as such delay, failure or omission arises from any cause beyond the reasonable control of that party.

17. Indemnification

You agree to indemnify, defend and hold us harmless, from and against any and all claims, liabilities, damages, losses and expenses, relating to your violation of these Terms and conditions, and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

18. Waiver

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

19. Language

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

20. Entire agreement

These Terms and Conditions, together with our privacy statement and cookie policy, constitute the entire agreement between you and Heathland Group Limited in relation to your use of this website.

21. Updating of these Terms and conditions

We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.

22. Choice of Law and Jurisdiction

These Terms and Conditions shall be governed by the laws of United Kingdom. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of United Kingdom. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

23. Contact information

This website is owned and operated by Heathland Group Limited.

You may contact us regarding these Terms and Conditions by writing or emailing us at the following address:

darren.willmott@heathlandgroup.co.uk

Heathland Group Limited
Unit B, Munnings Court
Harfreys Road, Harfreys Industrial Estate
Great Yarmouth
NR31 0LS
United Kingdom

24. Download

You can also download our Terms and Conditions as a PDF.

Terms and Conditions of Sales 2025

These terms and conditions are the terms and conditions upon which Heathland Group Limited (“the Supplier”) makes its services available to you (“the Customer”) and by placing an order with the Supplier, you are accepting these terms and conditions and that they prevail over any other terms including your own internal Terms and Conditions unless agreed by an authorised person in writing.

1. Goods and Services

1.1 The Services

The services (“the Services”) shall be the services as specified in the fee proposal (“the Quotation”).

• The goods (“the Goods”) shall be the goods/materials as specified in the Quotation.
• Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Services or Goods they describe. They do not form part of the contract between you and us or any other contract between you and us for the supply of the Services and Goods.
• These Terms and Conditions apply to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practise or course of dealing.

2. Prices and Payment

• Subject to Clause 2.3, the price of the Services and Goods is the price specified in the Quotation exclusive of VAT unless agreed otherwise (“the Price”).
• A quotation from the Supplier shall be valid for a period of 30 calendar days from its date of issue unless the Supplier notifies the Customer in writing that the Supplier has withdrawn it during this period.
• The Supplier reserves the right to;
  • Increase its standard daily fee rates for the charges of the Services, The Supplier will give the Customer written notice of any such increase 1 month before the proposed date of increase; and
  • Increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect an increase in the cost of the Goods to the Supplier that is due to;
    • Any factor beyond the control of the Supplier (including increases in taxes, labour, materials and other manufacturing costs);
    • Any request by the Customer to change delivery date(s), quantities or types of Goods ordered; or
    • Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
    • A failure to return the completed Customer Responsibilities Form.
  • Subject to clause 2.6 unless otherwise agreed in writing, the Customer shall pay the price as follows;
    • 30% or materials cost whichever is higher, of the Price as a deposit which is payable on acceptance of these Terms and conditions and is non-refundable;
    • Contracts expected to run for 4 weeks or more will be billed every 14 days from the initial start date for all works completed and labour time used.
    • Final outstanding Price sums will be payable on completion of the services, which shall be determined by the supplier.
    • Time of payment will be of the essence. The Supplier uses a Credit Safe facility and will record outstanding payments as required.
  • The Customer shall pay for “Special Order Materials or Goods” in order to perform the Services, before the commencement of the Services and the supply of the Goods unless otherwise agreed. Time of payment shall be of the essence.
  • In the event the Customer fails to pay the Supplier in full in accordance with this clause 2 (Due Date), the Supplier may charge interest on such sum from the Due Date at the annual rate determined by the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis until expected payment is received in full and shall indemnify the Supplier for all losses (including indirect and consequential), costs, expenses and fees arising from or in connection with a breach of this clause 2.
  • The customer shall pay all amounts due under these Terms and Conditions in full without any deductions or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  • The Supplier reserves the right to cease or suspend the Services and the supply of Goods in the event that the Customer fails to pay an invoice on the Due Date in accordance with clause 2 of these Terms and Conditions.

3. Ordering Policy and Credit Terms

• For all initial orders, the Supplier requires payment to be made by the Customer on a Proforma basis.
• Subsequent orders will be considered for 30 days credit terms subject to the listed credit approval Process;
  • To qualify for credit terms, a credit application must be submitted by the Customer and may or may not be approved by the Supplier based on the Supplier’s internal credit assessment assisted by Credit Safe.
  • If credit is approved by the Supplier, invoices for subsequent orders from the Customer will be due within 30 calendar days from the date of invoice. Compliance with these payment terms by the customer is essential to maintaining an open line of credit with the Supplier.
  • If the Supplier is unable to offer the Customer 30 calendar day credit terms, the Supplier may offer 7-day or 14-day terms depending on the outcome of the Supplier’s internal credit assessment. Credit terms can then be reassessed by the Supplier in 6 months from the date of application.
• Late Payments or Deviation from the agreed terms by the Supplier will result in a reversion to proforma terms for future orders.
• By accepting the Supplier Quotation and/or Providing a Purchase Order, the Customer is agreeing to this ordering process above all other Terms and Conditions, including the Customer’s own internal Purchasing and Payment Terms.

4. Commencement and Duration

• The Services supplied shall be provided by the Supplier to the Customer on dates agreed in writing by both parties.
• The Services supplied shall continue to be supplied until the agreed tasks in the Quotation are complete or until terminated in accordance with these Terms and Conditions.
• In the event, the Customer wishes to cancel the performance of the Services/ supply of the Goods the Customer agrees to pay;
  • All Goods/materials which have been ordered/supplied by the Supplier and cannot be returned or which the Supplier is bound to pay;
  • The Price calculated in accordance with the following;
    • 25% of the Price in the event 30 days’ notice or less has been received by the Supplier prior to the commencement of the Services or supply of the Goods (whichever is earlier);
    • In the event that the Customer provides the Supplier with 31 days or more written notice, no percentage of the Price will be payable by the Customer.
  • Any payment payable under this clause 4 shall be payable in accordance with the provisions of clause 2 of these Terms and Conditions.

5. Delivery Policy

• General Delivery Terms
  
  • The Supplier will make every effort to deliver goods in a timely and efficient manner. Delivery times may vary depending on the Customer’s location and the nature of the goods ordered
• Access Requirements
  • The Customer is responsible for providing accurate and complete information regarding access to the delivery location. Any failure to do so, resulting in additional costs (including but not limited to extra labor, specialised equipment, or rescheduled deliveries), will be charged to the Customer
    

• Delivery Charges
  • Delivery charges are determined based on the delivery location, order size, and weight. Any additional costs incurred due to inadequate access information provided by the Customer will be added to the final invoice.
• Delivery Confirmation
  • The Customer must inspect the goods upon delivery and report any damages or discrepancies to the Supplier immediately. Acceptance of the delivery, including a signed receipt or acknowledgment, confirms that the goods were received in satisfactory condition unless otherwise noted.
• Delivery Delays
  • While the Supplier will endeavour to meet the estimates delivery times, delays may occur due to unforeseen circumstances such as adverse weather, traffic, or supplier disruptions. The supplier will notify the Customer of any significant delays.
• Acceptance of Delivery
  • The Customer must ensure that someone is available to receive the goods at the agreed delivery location. any failed attempts due to the absence of the customer or lack of proper access may result in additional charges.
• Contact Information
  • The Customer must provide accurate contact details for a person at the delivery site to facilitate efficient communication regarding the delivery. The Supplier is not responsible for delays or issues arising from incorrect or incomplete information provided by the customer.

This sub section ensures clarity in the responsibilities of both parties and protects the Supplier from unnecessary costs due to a lack of information from the Customer.

6. Supply of Services and Delivery of the Goods

• The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.
• The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services and supply of the Goods.
• There may be delays due to circumstances beyond the Supplier’s control and in this case, the Supplier will complete the Services and Supply the Goods as soon as reasonably possible.
• The Supplier may need to suspend the Services and/or supply of Goods if the Supplier has to deal with technical problems or make improvements to the Service and/or supply of Goods. The Supplier will let the Customer know in advance where this occurs unless the problem is urgent or an emergency.
• The Delivery Date of the Goods shall be the time and date on which the Supplier hands the Goods to the Customer, a courier, an employee of the Customer or a third party, to be transported to the Customer or to the location/individual specified in the Quotation. Time of delivery shall not be of the essence.
• Risk in the Goods transfers from the Supplier to the Customer at the Delivery Date.
• Title to the Goods shall not pass to the Customer until the Customer pays the Price and any other sums payable by the Customer to the Supplier.
• Until the title of the Goods has passed the Customer shall at its own expense;
  • Hold the Goods on a fiduciary basis as the Suppliers bailed;
  • Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  • Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  • Maintain the Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier; and
  • Hold the proceeds of such insurance referred to in clause 6.8.4 above on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
• The Customer shall not resell or use the Goods until the title of the Goods has passed to the Customer.
• Provided that such Goods have not been resold or used by the Supplier and without limiting any other right or remedy the supplier may have, may at any time require the customer to deliver up suck Goods and, if the Customer fails to do so promptly, enter the Customers premises or any third party where the Goods are stored to recover the Goods.
• The Supplier shall be entitled to recover payment for the Goods even though ownership of any Goods has not passed to the Customer.

7. Customer Obligations

• The Customer Shall;

• • Return the required Customer Responsibility Form, complete with all information and signed, stating all requirements have been met 14 days prior to the supply of Services/Goods. Failure to return this will result in delays in the supply of Services/Goods. Misinformation will result in additional Charges to the Price.
  • Co-operate with the Supplier in all matters relating to the Services/Goods and provide the Supplier, in sufficient time, with any information, instructions, amendments or alterations to the Services and or Goods to enable the Supplier to perform the Services and Supply the Goods;
  • Provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner at no charge, with access to such facilities and premises as required by the Supplier to perform the Services and supply the Goods;
  • Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and Goods, and ensure that such information is accurate in all material respects;
  • Not at any time during the Services to 12 months after the supply of the Services/ Goods solicit or entice away from the Supplier or employ (or attempt to employ) any person, company, limited liability partnership, partnership or body who is, or has been, engaged as an employee, consultant, subcontractor or supplier of the Supplier within the 24 months preceding the commencement of the Services/supply of the Goods.
  • Confirm to the Supplier prior to the commencement of the Services if there are any chemicals on the Customer’s premises or premises where the Services/Goods will be supplied, whether any chemicals have been used on the premises, the parking and access arrangements and that the parking is strong enough to hold the Suppliers vehicles, equipment and tools;
  • Confirm to the Supplier prior to the commencement of the Services if there are any wires, cables, drains or otherwise beneath, adjacent or above the area on the premises where the services are to be performed/Goods are to be supplied;
  • Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  • Keep and maintain all materials, equipment, documents and other property of the Supplier(Supplier’s Materials”) at the Customer’s or any third party’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
  • Notify the Supplier in writing within 7 days from the date of completion of the Services or the Delivery Date (whichever is later) of any defects with the Services and/or Goods and the Supplier shall take such steps which are necessary to rectify any defects which it determines are inconsistent with the Quotation within a reasonable time.
• If the customer does not provide or provides the Supplier with Incomplete, incorrect or inaccurate information or instructions, the Supplier may terminate these Terms and Conditions by giving the Customer written notice, or the Supplier may make an additional charge of a reasonable sum to cover any extra work that is required.
• If the Supplier’s performance of the Services is prevented or delayed by any act of omission, or a breach of this clause 7, of the Customer, its agents, consultants or employees (“Customer Default”), the Supplier shall not be liable for any costs, charges, or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay and the Customer shall reimburse the Supplier on demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8. Disclaimer

• Save in the case of death or personal injury caused by negligence of the Supplier or its agents or servants, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services and the supply of the Goods shall be limited to the Price.
• The Supplier shall not be liable for any loss of profits or business, depletion of goodwill, loss of contract or goods, loss of use or any indirect, consequential, pure economical loss, costs, damages, charges or expenses to the customer in respect of any breach of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services or the supply of the Goods.

9. Intellectual Property Rights

• All intellectual property rights( including, but not limited, to copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights) in or arising out of or in connection with the Services and Goods shall be owned by the Supplier.
• All materials, documents, layout design diagrams and other properties of the Supplier are the exclusive property of the Supplier and the Customer or any Customer Default may not use the materials, documents, layout diagrams or other items detailed in clause 8.1 for any purpose. Breach of this clause will result in the Customer incurring a charge to cover any costs incurred by the Supplier, whether directly or indirectly, in the form of a Consultation Fee.

10. Termination and Suspension

• The Supplier shall be entitled forthwith to terminate these Terms and Conditions by written notice to the Customer if;
  • The Customer commits a breach of any provisions of these Terms and Conditions; or
  • An encumbrance takes possession, or a receiver, manager administrator, or administrative receiver is appointed over any of the property or assets of the Customer; or
  • The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order; or
  • The Customer passes a resolution or has a petition presented to any court for its winding up or his or her bankruptcy or that other party goes into liquidation (except for the purposes of a solvent reconstruction where the company resulting therefrom assumes the obligations imposed on that the other party by these Terms and Conditions; or
  • The Customer ceases or threatens to cease to carry on its business
• In the event these Terms and Conditions are terminated in accordance with this clause 9, the supplier will be entitled to charge the Customer for the proportion of the Services which have been undertaken and the Goods supplied up to the date these Terms and Conditions are terminated together with all expenses and disbursements incurred, to be incurred and any obligations entered into or to be entered into in connection with the performance of the Services and the supply of the Goods.
• In the event these Terms and Conditions are terminated in accordance with this clause 9, the Customer agrees to indemnify the Supplier for all direct, indirect and consequential losses (including loss of profit), expenses, costs, damages and liabilities it incurs or suffers as a result of the termination of these terms and conditions.
• The rights under this clause9 shall be without prejudice to any other right or remedy of the Supplier in respect of the breach concerned (if any) or of any other breach.

11. Force Majeure

• The Supplier shall have no liability to the Customer under the Terms and Conditions if it prevented from or delayed in performing its obligations under the Terms and Conditions or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including 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, terrorist activity, riot, adverse weather conditions, 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 subcontractor.

12. Confidentiality

• A party (“Receiving Party”) shall keep in the strictest confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents, or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms and Conditions, and ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of these Terms and Conditions.

13. Data Protection

• Please see our full data protection policy “Privacy Policy January 2024 (GDPR)” for details.

14. Variation

• No variation of the Services and the Goods shall be valid unless it is in writing and signed by or on behalf of each of the Supplier and Customer.

15. Assignment

• The Customer shall not assign, transfer, charge or mortgage any of its rights or obligations under these Terms and Conditions.
• The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions to any third party or agent.

16. Rights of Third Parties

• The Contract is made for the benefit of the Supplier and Customer and is not intended to benefit or be enforceable by, anyone else

17. Zero Tolerance Sexual Harassment Policy

17. 1. The Supplier is fully committed to promoting a respectful, safe, and inclusive environment across all interactions with clients, employees, contractors, vendors, and other affiliated parties. Sexual harassment of any kind is strictly prohibited, and this Supplier upholds a zero-tolerance approach to such behaviour. By engaging with our services, purchasing our goods, or otherwise interacting with the Supplier, all parties agree to the terms of this policy.

17. 2. The Supplier maintains a zero-tolerance stance on sexual harassment. Any verified violation of this policy will lead to immediate corrective action, which may include;

17. 2.1. Suspension or termination of service contracts or business relationships with individuals or entities found in breach of this policy.

17. 2.2. Permanent exclusion from Supplier facilities and any future business engagements.

17. 2.3. Reporting of incidents to relevant legal authorities if the behaviour constitutes a legal offence or otherwise warrants legal action.

18. Notice

18. 1. Any notice required to be given under the Terms and Conditions shall be in writing and shall be delivered personally, by e-mail, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other person

18. 2. Any notice shall be deemed to have been duly received if delivered personally when left at the last known address or the registered office of either party, or if sent by pre-paid first-class post or recorded delivery on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by e-mail the date and at the time which the recipient receives the email.

19. Governing Law and Jurisdiction

19. 1. These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the Supplier and Customer irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter.