1.1 When the following words with capital letters are used in these Terms, this is what they mean:
(a) Event Outside Our Control: is defined in clause 8.2;
(b) Contract: the contract for Services attached to these Terms and which together with these Terms are referred to as ‘this Contract’;
(c) Services: the services that We are providing to You as set out in the Contract;
(d) Terms: the terms and conditions of Our engagement to provide Services;
(e) We/Our/Us: TINA’S ORGANISATION LIMITED (Company number 08601609) with registered office of 47 Gurnells Road Seer Green Beasconsfield Buckinghamshire HP9 2XJ;
(f) You/Your: the client whose details are set out on the Contract
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2. Our Contract with You
2.1 These are the terms and conditions on which We supply Services to You.
2.2 Please ensure that You read these Terms carefully, and check that the details on the Contract and in these Terms are complete and accurate, before you sign the Contract. If You think that there is a mistake or You want any changes, please contact Us to discuss. We will confirm any changes with You in writing to avoid any confusion between You and Us.
2.3 When You sign, date and send the Contract to Us, this does not mean that We have accepted your order to supply Services. Our acceptance of the Contract will take place as described in clause 2.4.
2.4 These Terms will become binding on You and Us when We also sign and date the Contract, at which point a contract will come into existence between You and Us.
2.5 If any of these Terms conflict with any term of the Contract, the Contract will take priority.
3. Changes to Contract or Terms
3.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in how We accept payment from you;
(b) changes in relevant laws and regulatory requirements; and
(c) the way in which We deliver Services to You.
3.2 If We have to revise these Terms under clause 3.1, We will give you at least 28 days written notice of any changes before they take effect. You can choose during this time to cancel this Contract in accordance with clause 9 if You wish to.
3.3 You may make a change to this Contract at any time up to seven days of the date of the Contract, provided that We have not started to provide Services to You, by contacting Us. Where this means a change in the price of Services, We will notify You of the amended price in writing. You can choose to cancel this Contract in accordance with clause 9.1 if You do not wish to accept the amended price.
3.4 If you wish to cancel this Contract before it has been fulfilled, please see your right to do so in clause 9.
4. Providing Services
4.1 We will supply the Services to You as set out in this Contract.
4.2 We will make every effort to complete Services by any finish date set out on the Contract. However, there may be delays due to an Event Outside Our Control. See clause 8 for Our responsibilities when an Event Outside Our Control happens.
4.3 We may need information or documents from You that is necessary for Us to provide Services. We will contact You about this. If you do not, after being asked by Us, provide Us with this information, or You provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required, or We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where You have not provided this information to Us after We have asked for it. If We suspend Services under this clause 4.3, You do not have to pay for the Services while they are suspended, but this does not affect Your obligation to pay for any invoices that We have already sent to You.
4.4 We may need to suspend Services from time to time. We will contact You to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for Services while they are suspended under this clause 4.4 but this does not affect Your obligation to pay for any invoices that We have already sent to You.
4.5 If You do not pay Us for Services when You should have done, as set out in clause 6.2, We may suspend Services immediately until You have paid Us the outstanding amounts (except where You dispute an invoice under clause 6.4). We will contact You to tell You if We are going to suspend Services. This does not affect Our right to charge You interest under clause 6.3.
5. If There is a Problem with the Services
5.1 In the unlikely event that You experience any problem with Services which is Our fault:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to put the problem right and You will not have to pay for Us to put the problem right under this clause 5.1.
5.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. Price and Payment
6.1 The price of Services is set out in the Contract. Our price may change at any time, but price changes will not affect Contracts for one off Services but may affect contracts for on-going Services. Any price changes will be notified to You in writing and if You do not wish to accept the new price then You can cancel the Contract under clause 9.
6.2 Where We are providing Services to You, We will ask You to make the advance payment set out in the Contract. Your rights to a refund on cancellation are set out in clause 9. We will invoice You for the balance of the price of Services on or any time after We have performed Services. Where however Services are On-going We will invoice You in the manner set out in the Contract until Services are completed. Each invoice will quote the Contract number. You must pay each invoice in cleared monies within seven days at the date of invoice by direct bank transfer or by cheque.
6.3 If You do not make any payment due to Us by the due date for payment, We may charge You interest on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, before judgment. You must pay Us interest together with any overdue amount.
6.4 However, if You dispute an invoice in good faith and You promptly contact Us to let Us know after You have received an invoice that You dispute it, clause 6.3 will not apply for the period of the dispute unless the dispute is not in good faith on Your part.
7. Our Liability to You
7.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Our breach or if they were contemplated by You and Us at the time We entered into the Contract.
7.2 If We are providing Services in Your property, We will make good any damage to your property caused by Us in the course of performance of Services. However, We are not responsible for the cost of repairing any pre-existing faults or damage to your property that We discover in the course of performance by Us.
7.3 We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.4 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
8. Events Outside Our Control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of Services that is caused by an Event Outside Our Control.
8.2 An Event Outside Our Control means any act or event beyond Our reasonable control.
8.3 If an Event Outside Our Control takes place that affects the performance of Services:
(a) We will contact You as soon as We are reasonably able to notify You of this; and
(b) Our obligations under this Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to You, We will restart the Services when we are reasonably able to do so after the Event Outside Our Control is over.
8.4 You may cancel this Contract if an Event Outside Our Control takes place and You no longer wish Us to provide Services. Please see Your cancellation rights under clause 9. We will only cancel the contract if the Event Outside Our Control continues for longer than four weeks in accordance with Our cancellation rights in clause 10.
9. Your Rights to Cancel and Applicable Refund
9.1 Before We begin to provide Services, You have the following rights to cancel this Contract including where You choose to cancel because We are affected by an Event Outside Our Control or if We change these Terms under clause 3.1 to Your material disadvantage:
(a) You may cancel this Contract giving Us at least 28 days notice in writing at any time.
(b) If you cancel this Contract under clause 9.1(a) and you have made any payment in advance for Services that have not been provided to You, We will refund these amounts to You less an administrative charge of £50. However, if You cancel this Contract under clause 9.1(a) and We have already started to provide Services by that time, You will pay Us any costs We have reasonably incurred in providing the Services so far and this charge will be deducted from any refund that is due to You or, if no refund is due to You, invoiced to You. We will tell You what these costs are when You contact Us. However, where You have cancelled this Contract because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), You do not have to make any payment to Us.
9.2 Once We have begun to provide Services to You, You may cancel this Contract with immediate effect by giving Us written notice if:
(a) We break this Contract in any material way and We do not correct the situation within 14 days of You asking Us to do this in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We change these Terms under clause 3.1 to Your material disadvantage;
(d) We are affected by an Event Outside Our Control.
10. Our Rights to Cancel and Applicable Refund
10.1 If We have to cancel this Contract before Services start:
(a) We may have to cancel the Contract before the start date for Services, due to an Event Outside Our Control or the unavailability of key personnel without which We cannot provide Services. We will promptly contact You if this happens.
(b) If We have to cancel this Contract under clause 10.1(a) and You have made any payment in advance for Services that have not been provided to You, We will refund these amounts to You.
(c) Where We have already started work on this Contract by the time We have to cancel under clause 10.1(a), We will not charge You anything and You will not have to make any payment to Us.
10.2 Once We have begun to provide On-going Services, We may cancel this Contract at any time by providing You with at least 28 days’ notice in writing. If You have made any payment in advance for Services that have not been provided to You, We will refund these amounts to You.
10.3 We may cancel this Contract at any time with immediate effect by giving You written notice if:
(a) You do not pay Us when You are supposed to as set out in clause 6.2. This does not affect Our right to charge You interest under clause 6.3; or
(b) You break this Contract in any other material way and You do not correct the situation within 14 days of Us asking You to in writing.
11. Information About Us and How to Contact Us
11.1 We are a company registered in England and Wales. Our company registration number is 08601609 and Our registered office is at 47 Gurnells Road Seer Green Beaconsfield Buckinghamshire HP9 2XJ.
11.2 If You have any questions or if You have any complaints, please contact Us. You can contact Us by telephoning Us on 07402885551 or by e-mailing Us at email@example.com.
11.3 If You wish to contact Us in writing, or if any clause in these Terms requires You to give Us notice in writing (for example, to cancel the contract), You can send this to Us by e-mail, by hand, or by pre-paid post to TINA’S ORGANISATION LIMITED at 47 Gurnells Road Seer Green Beaconsfield Buckinghamshire HP9 2XJ or to firstname.lastname@example.org. We will confirm receipt of this by contacting You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You provide to Us in this Contract.
12. How We May Use Your Personal Information
12.1 We will use the personal information You provide to Us to:
(a) provide Services;
(b) process Your payment for such Services; and
(c) inform You about similar services that We provide, but You may stop receiving these at any time by contacting Us.
12.2 You agree that We may pass Your personal information to credit reference agencies and that they may keep a record of any search that they do.
12.3 We will not give your personal data to any other third party without Your consent.
13. Other Important Terms
13.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify You in writing if this happens, but this will not affect Your rights or Our obligations under these Terms.
13.2 You may only transfer Your rights or Your obligations under these Terms to another person if We agree in writing.
13.3 This contract is between You and Us. No other person shall have any rights to enforce any of its terms.
13.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.5 If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, this will not mean that We have waived Our rights against You and this will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
13.6 These Terms are governed by English law. You and We both agree to submit to the exclusive jurisdiction only of the English courts except that if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are a resident of Scotland, You may also bring proceedings in Scotland.
14. Additional Terms Applying to the Different Services
14.1 Research Contract
(a) This clause only applies where Services are described in the Contract as ‘research’ services.
(b) If We find a third party supplier of services or products You want to engage or buy from them:
(i) any payment to them will be made by You. We are not responsible as part of this Contract for any such payments or expenses;
(ii) We are not liable to You in any way at all for their performance or otherwise of their services or
the products provided to You or in relation to their description of their products or services;
(iii) We will try Our best to offer You choices with travel services supplier who are ABTA (or similar) bonded at the date of Our report to You but this cannot be guaranteed in which case We will tell You if this is the case in Our report. We are not liable to You in any way at all for any losses that You incur if such a supplier later ceases trading or engages in proceedings arising from its insolvency or the bond not enforceable or was not in place at the outset;
(iv) We do not make any representations to You about the financial viability of any third party supplier;
(v) We do not guarantee that any prices of the third party suppliers that We suggest are the cheapest or that their services are the best and You accept that they are examples only of suppliers that You could use; and
(vi) We are not obligated to make any personal inspection of any property or venue unless this is specifically included in the Services.
14.2 De-cluttering Contract
(a) This clause only applies where Services are described in the Contract as ‘de-cluttering’ services.
(b) You will have to be in Your property during the decluttering process. We will stop providing Services if You have to leave Your property for more than 30 minutes in any day when Services are being provided.
(c) You will have to make all decisions as to where superfluous items are to be sent such as charity shop, local amenity site, skip or for resale. We will not dispose of any items without Your authority and if We cannot get Your authority then these items will be left in Your property.
(d) If Services require Us to engage third party suppliers of services such as skip provision, transport to a local amenity site or charity shop then You must pay the third party supplier directly for those services as these costs do not form part of Services.
(e) We are not responsible to You in any way at all for the performance or otherwise or the quality of the services or goods provided by third party suppliers.
14.3 Personal Assistant Contract
(a) This clause only applies where Services are described in the Contract as ‘personal assistant’ services.
(b) You accept that We shall perform Services for You from Our premises and not from Your property unless otherwise agreed in writing between us.
(c) You will provide Us with all information, documentation (in any required medium) and all other assistance to enable Us to properly perform Services. If You do not comply with this obligation and the result of which means, in Our opinion, that We cannot properly perform Services then We have the right to terminate this Contract immediately or on notice.
(d) We will keep confidential all of Your confidential information at all times both during this Contract or after unless the information comes into the public domain or We have to provide such information to any court, tribunal or any other statutory body entitled to have such information.
(e) On the termination of this Contract We shall return to You as soon as possible all information and documentation (in any medium) that We hold of Yours including all copies.
(f) If as part of Services You ask Us to engage any third party supplier of services or products then You will be responsible to pay such third party supplier and these charges do not form part of this Contract.
(g) We are not responsible to You in any way at all for the performance or otherwise or quality of the services or goods provided by third party suppliers.
(h) Where We are required to use any stationery, postage or other products to enable Us to perform Services You will reimburse Us for this cost on a monthly basis as additional to the price for Services.