Terms And Conditions

These terms and conditions are between CONSIDER 64 LTD a company registered in England and Wales, with company registration number 12547752 (we, us or our) and you, being the person or entity stated in the Quote (you or your), together the Parties and each a Party. Together, these terms and conditions and the Quote (attached to these Terms or the Quote) form the entire agreement under which we will provide the Goods and Services to you (Terms).

1. Acceptance

You have requested the Goods and Services set out in the Quote, and you are taken to accept these Terms by the earlier of:

1. signing and returning the Quote to us;
2. accepting the Quote online or sending an email to us accepting the Quote (expressly or impliedly);

instructing us to proceed with the Goods and Services; and/or

making part or full payment of the Price (including any deposit).

Once you have accepted these Terms, these Terms will bind you in respect of any subsequent quote (even if they are not attached to the subsequent quote), except to the extent these Terms are varied by us.

Your right to change your mind (consumers)
1. This clause 2 applies to the extent that you purchase Goods and Services from us as a ‘consumer’, as defined in the Consumer Rights Act 2015.
2. If:

the Goods and Services involve a one-off delivery of the Goods, you have 14 days after the day you (or someone you nominate) receive the Goods; or
the Goods and Services involve the delivery of some Goods on different days, or if they are split into several deliveries over different days, you have until 14 days after the day you (or someone you nominate) receive the last delivery,

to change your mind and cancel these Terms (Cancellation Period).

When you don’t have the right to change your mind: You do not have a right to change your mind in respect of:

the Goods and Services if they are visits by us specifically requested by you for the purpose of carrying out urgent repairs or maintenance;
Goods that are made to your specifications or are clearly personalised;
Goods sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; or
Goods you have damaged, or that are no longer in their original condition).

Tell us you want to cancel these Terms: To exercise your right to cancel these Terms under this clause 2, please let us know by contacting us by email.

Your right to change your mind (businesses)
1. This clause 3 applies to the extent that you are not a ‘consumer’, as defined in the Consumer Rights Act 2015.
2. You have 48 hours from the time of acceptance under clause 1.1 to cancel the Quote, by notice to us in writing. If you notify us outside of this time, you have no right to change your mind.
3. Where you are not a ‘consumer’, as defined in the Consumer Rights Act 2015, you do not have a right to change your mind once you order the Goods. You have no right to return the Goods unless we have made a mistake in supplying the Goods or the Goods are faulty and you have provided us with immediate notice of the fault. We will not accept any returns in circumstances where the Goods:

have been supplied as specified;
are in good working order; and/or
have been made to order or personalized to your specifications (provided they are not faulty).

1. Returning Goods to us

If you cancel these Terms for any reason after the Goods have been dispatched to you, you must return them to us (unless we agree to collect them, in which case, we will charge you the direct cost to us of collection). If you are exercising your right to change your mind under clause 2 or clause 3 you must send the Goods back to us without undue delay and in any event within 14 days of telling us you wish to cancel these Terms.

1. You must cover the costs of returning the Goods to us, except in the following circumstances, where we will pay the costs of return:

if the Goods are faulty or misdescribed; or
if you are exercising your right to change your mind under clause 2 (provided you use a form of delivery (for example, a courier) approved by us.

If you are exercising your right to change your mind under clause 2 or clause 3 and returning goods to us, we may reduce your refund of the Price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your mishandling. If we refund you the Price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under clause 2 or clause 3 and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the relevant Goods back from you.

1. Goods and Services

We agree to provide the Goods and Services to you in accordance with these Terms (including any Specifications) and all applicable laws, whether ourselves or through our Personnel.

We warrant to you that the Goods and Services will be provided using reasonable care and skill.

1. We will not be responsible for any Goods and Services unless expressly set out in the inclusions in the Quote.
Manufacturer’s Warranties

The Goods may come with a manufacturer’s warranty. The manufacturer’s warranty is provided by the manufacturer, not us. We will assist you in bringing a claim to a manufacturer under a manufacturer’s warranty but the manufacturer’s decision is final and we will not be responsible for re-supplying the relevant Goods if they are not covered by the manufacturer’s warranty.

Time
1. We will commence the supply of the Goods and Services within a reasonable time after the later of:

the date of your acceptance of these Terms pursuant to clause 1; and
the receipt of any payment that is required upfront in the Quote (for example, a deposit).

We will use our commercial best endeavours to provide the Goods and Services by the dates set out in the Quote, or where no date is specified, then within a reasonable period of time.
We will have no liability for delays to the Goods and Services to the extent they are caused by:

a Variation or deemed Variation;
a breach by you or any of your Personnel;
inclement weather affecting delivery or installation;
supply chain disruptions or material shortages; and/or
any other event or circumstance beyond our reasonable control (including Force Majeure Events).

If you are not a ‘consumer’, as defined in the Consumer Rights Act 2015, and we are delayed as a result of your acts or omissions (other than acts or omissions expressly authorised or permitted by these Terms) and you have failed to provide us at least 48 hours’ prior notice, we may charge you reasonable delay damages for each day (or partial day) that we are delayed (in such amounts reasonably determined by us).

Variations

All variations to the Goods and Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under these Terms, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.

Your Personnel and Your Items

You are solely responsible for the acts or omissions, and any goods or services provided by your Personnel. You agree to ensure your Personnel cooperate with us and do not interfere with the supply of the Goods and Services.

Price and Payment

1. In consideration for us providing the Goods and Services, you agree to pay us the Price in accordance with these Terms and the payment terms set out in the Quote.
2. If you fail to make payment of the Price or any amount payable under these Terms, we may:

after a period of 5 business days, cease providing the Goods and Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable recovery costs);
charge interest at a rate equal to 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment; and/or
recover or repossess any Goods belonging to us, and you agree to grant us such rights of access to allow us (or our Personnel) to do so.

Warranties and Representations
1. You represent, warrant and agree that:

you will comply with these Terms and all applicable Laws;
you (and to the extent applicable, your Personnel) will cooperate with us, and promptly provide us with all documentation, information, instructions, facilities and access (including access to the delivery or installation location) as may be reasonably necessary to enable us to provide the Goods and Services in accordance with these Terms;
all the information and documentation that you provide to us in connection with these Terms is true, correct and complete;
you will use the Goods in accordance with any usage instructions or guidelines provided by us or the manufacturer;
you will not infringe any third party rights in working with us and receiving the Goods and Services; and
you will ensure that the delivery or installation location is safe and free of harmful materials or substances for our Personnel to work in.

Title and Risk

1. As between the Parties, you agree to pay for the reasonable costs of delivering and/or collecting the Goods.
2. Title in the Goods will remain with us until all amounts due and payable to us under these Terms are paid in full.
3. Risk in the Goods will pass to you on delivery of the Goods to the delivery location, if we are delivering the Goods.
Lien

We hold a general lien over the Goods for the satisfactory performance by you of your obligations under these Terms.

Term and Termination
1. These Terms will commence on the Commencement Date, and will continue until the earlier of the date:

the Goods and Services are supplied to you in accordance with these Terms (as determined by us, acting reasonably); and
these Terms are terminated in accordance with this clause 14,

(Term).

These Terms may be terminated immediately upon written notice by a Party (Non-Defaulting Party), if:

the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

the Defaulting Party is bankrupt, takes any step or action in connection with its entering administration, liquidation or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

Upon expiry or termination of these Terms:

we will immediately cease providing the Goods and Services;
you are to pay for all Goods and Services provided prior to termination, including Goods and Services, which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms; and
you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods belonging to us.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

1. Liability

Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
defective products under the Consumer Protection Act 1987.

Subject to clause 15.1 (liability which cannot legally be limited), but despite anything else to the contrary, to the maximum extent permitted by law:

1. if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, neither Party will be liable for any Consequential Loss;

where you are a ‘consumer’ as defined in the Consumer Rights Act 2015, and you use the Goods and Services for any commercial, business or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity;

a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
where you are a ‘consumer’ as defined in the Consumer Rights Act 2015, our aggregate liability for any and all Liability arising from or in connection with these Terms will be limited to100% of the Price; and
if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, our aggregate liability for any and all Liability arising from or in connection with these Terms will be limited to 100% of the Price or £50,000, whichever is lower.

We have given commitments as to the compliance of the Goods and Services with these Terms and applicable Laws in clause 5.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

Intellectual Property
1. As between the Parties:

we own all Intellectual Property Rights in Our Materials;
you own all Intellectual Property Rights in Your Materials; and
nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.
We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Goods and Services, as contemplated by these Terms.
You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under these Terms.
If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) waive those Moral Rights and waive all rights to object to derogatory treatment of such material.

1. Confidential Information
  1. Subject to clause 17.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other party.
  2. Clause 17.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing party ensures the adviser complies with the terms of clause 17.1.
2. General
  1. Amendment: Subject to clause 8, these Terms may only be amended by written instrument executed by the Parties.
  2. Assignment: Subject to clause 18.3 and 18.3, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

1. Disputes (businesses): If you are not a consumer, either Party may refer a dispute arising under these Terms to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998. The adjudicator shall be appointed by the Construction Industry Council (https://www.cic.org.uk/services/adjudication).
  
  Nothing in this clause 18.4 will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
2. Disputes (consumers): If you are a consumer, alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Centre for Effective Dispute Resolution via their website at https://www.cedr.com/. The Centre for Effective Dispute Resolution will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
4. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if and to the extent such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

as soon as reasonably practical, notifies the other Party in writing of the details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and;
uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.;

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may, by notice, terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

1. Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
2. Joint and Several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.
3. Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
4. Publicity: Despite clause 16.1, if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, you agree that we may advertise or publicise the broad nature of our provision of the Goods and Services to you and we may take and use content such as photos or videos of the Goods and Services, including on our website or in our promotional material.
5. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
6. Survival: Each clause, which by its nature survives termination, will survive the termination or expiry of these Terms.
7. Subcontracting: We may subcontract the provision of any part of the Goods and Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

VAT: All amounts payable by you under these Terms are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under these Terms by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods and Services at the same time as payment is due for the supply of the Goods and Services.

Definitions;

In these Terms, unless the context otherwise requires:

Approval means any approval, consent, licence, permit, permission, application, registration or equivalent required to be obtained in connection with the Goods and Services by any authority or any law.

Commencement Date means the date these Terms are accepted in accordance clause 1.1.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

Expenses means any disbursements, including travel and accommodation costs and third party costs, reasonably and directly incurred by us and approved in advance by you for the purpose of the provision of the Goods and Services.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Goods and Services: means the goods and services to be provided by us to you under these Terms, as expressly set out in the Quote, as adjusted in accordance with these Terms.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, Approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Goods and Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Goods and Services, whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the Quote for the provision of the Goods and Services, as adjusted in accordance with these Terms, and includes all Expenses and any deposit set out in the Quote.

Quote means the quote (including any online quote) to which these Terms are attached or incorporated by reference.

Specifications means any specifications for the Goods and Services, and, if applicable, as further particularised in an attachment to these Terms or the Quote.

Term has the meaning given in clause 14.1.

Your Items has the meaning given in clause 9.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned or licensed by you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of these Terms.