TERMS AND CONDITIONS

INTERPRETATION

In these Conditions, the following definitions apply:

we, our or us means Light House Designs Ltd (Company No: 8139079) whose registered office is at Unit 11a, Oxleaze Farm, Filkins, Lechlade, Gloucestershire, GL7 3RB.

you or your means the person, firm or company who purchases services from us.

business daymeans a day (other than a Saturday, Sunday or public holiday)

chargesmeans the charges payable by you for the supply of the services in accordance with clause 5.

conditionsmeans these terms and conditions as amended from time to time in accordance with clause 12.7.

contractmeans the contract between us and you for the services in accordance with these conditions.

contractormeans any electrician, tradesman, builder or supplier employed by you to purchase the fittings and/or install our specification.

fittingsmeans the lighting fixtures and fittings as per the specification

I.P rightsincludes patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, right in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights in use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future or in any part of the world.

ordermeans your order for services as per your acceptance by e-mail of our fee proposal.

servicesmeans the interior and or exterior lighting designs and drawings, together with the specification

specificationmeans the description, product codes or specification of the fittings that your require in accordance with our services

BASIS OF CONTRACT

The order constitutes an offer by you to purchase services in accordance with these conditions.

The order shall only be deemed to be accepted when you accept the fee proposal at which point and on which date the contract shall come into existence (Commencement Date).

The contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the contract.

Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the contract or have any contractual force.

Any fee proposal given by us shall not constitute an offer, and is only valid for a period of 20 business days from its date of issue.

SUPPLY OF SERVICES

We shall supply services to you in accordance with your order in all material respects.

We shall us all reasonable endeavours to meet any performance dates specified in your order, but any such dates shall be estimates only and time shall not be of the essence for performance of services.

We shall have the right to make any changes to services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of services, and we shall notify you in any such event.

We warrant to you that services shall be provided using reasonable care and skill.

CUSTOMER'S OBLIGATIONS

You shall:

  • ensure that the terms of the order and any information provided by you are complete and accurate;
  • co-operate with us in all matters relating to the services;
  • provide us, our employees, agents and consultants with safe access to your premises
  • obtain and maintain all necessary licences, permissions and consents which may be required before the date on which our services are to start.

If the performance of any of our obligations under the contract is prevented or delayed by any act or omission by you, or failure by you to perform any relevant obligation:

  • we shall without limiting our other rights or remedies have the right to suspend performance of the services until you remedy the default, and to rely on your default to relieve us from the performance of any of our obligations to the extent your default prevents or delays the performance of our obligations;
  • we shall not be liable for any costs or losses incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and
  • you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
CHARGES AND PAYMENT

Our charges for the services shall be on an hourly basis applicable at the time they are given to you and are subject to variations to take account of any increase or decrease in the costs or prices which are payable by us in complying with our obligations under the contract.

We are entitled to charge you for any expenses reasonably incurred in connection with the services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.

All amounts payable to us under the contract are exclusive of VAT which will be charged in addition at the rate ruling at the date of invoice.

We shall invoice you on completion of the preliminary meeting and initial designs and thereafter on a monthly basis, as and when work is completed.

Our invoices shall be payable:

  • within 14 days of the date of the invoice; and
  • in full and in cleared funds to a bank account nominated in writing by us.

Overdue invoices must be cleared in full before any further services are provided by us.

You shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owed to us by you against any amounts payable by us to you.

Refunds will not be given for any unsatisfactory orders but we will work with you to remedy any dissatisfaction with our services.

INTELLECTUAL PROPERTY RIGHTS

We retain exclusive I.P rights arising out of the services supplied by us to you.

You acknowledge that reproduction or copies of documents, designs, drawings, or other media prepared by us whilst supplying the services are prohibited without our prior written consent.

We retain the rights to photograph designs for use in our portfolio. We will not publish photographs without your permission.

CONFIDENTIALITY

You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and we have disclosed to you or your employees, agents or subcontractors, and any other confidential information concerning the contract. This clause shall survive termination of the Contract.

We are happy to sign any confidentiality agreement if required by you.

LIMITATION OF LIABILITY

Nothing in these Conditions shall limit or exclude our liability for:

  • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
  • fraud or fraudulent misrepresentation; or,
  • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

We shall not be liable to you for any purchasing error or changes made to the specification by a third party.

We shall not be liable to you for returns and exchanges of faulty fittings, this is the responsibility of the contractor who ordered them and/or the supplier.

We shall not be liable to you for loss or damage to fittings that have been ordered by you or your contractor. The risk of the fittings shall pass to you upon delivery. It is your responsibility to made provision for adequate insurance of the fittings.

We shall not be liable to you for any delays caused by a third party.

Subject to clause 9.1:

  • we shall under no circumstances whatever be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
  • our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the services.

The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.

This clause 8 shall survive termination of the contract.

TERMINATION

Without limiting its other rights or remedies, either party may terminate the contract by giving the other party one months' written notice.

Without limiting its other rights or remedies, either party may terminate the contract with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 10 business days of that party being notified in writing to do so;
  • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  • the other party's financial position deteriorates to such an extent that their capability to adequately fulfil their obligations under the contract has been placed in jeopardy; or
  • the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.

Without limiting our other rights or remedies, we may terminate the contract with immediate effect by giving written notice to you if you fail to pay any amount due under this contract on the due date for payment.

Without limiting our other rights or remedies, we may suspend provision of the services under the contract if you become subject to any of the events listed in clause 9.2(b) to 9.2(c), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.

CONSEQUENCES OF TERMINATION

On termination of the contract for any reason:

  • you shall immediately pay to us all of our outstanding unpaid invoices and, in respect of services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
  • you shall return all of our materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this contract.
  • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry; and
  • clauses which expressly or by implication survive termination shall continue in full force and effect.
FORCE MAJEURE

For the purposes of this contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

We shall not be liable to you as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents us from providing any of the services for more than 8 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to you.

GENERAL

Assignment and other dealings.

  • We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party or agent.
  • You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the contract.

Notices

  • Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
  • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.
  • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Severance

  • If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.
  • If one party gives notice to the other of the possibility that any provision or part-provision of this contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Waiver.A waiver of any right under the contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency.Nothing in the contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way

Third parties.A person who is not a party to the contract shall not have any right to enforce its terms. 12.7. Variation. Except as set out in these conditions, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us.

Governing Law.This contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).