Email: drawings@ackroyddesign.co.uk

Phone: +447728904712

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TERMS AND CONDITIONS OF SUPPLY OF SERVICES

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1 Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national.

Business Day means a day other than a Saturday, Sunday or bank or public holiday. Conditions means the Supplier’s terms and conditions of supply set out in this document; Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise, pursuant to the Contract; Contract means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work; Customer means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order; Documentation means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services; Force Majeure means an event or sequence of events beyond a party’s reasonable control, preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action.

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Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing; Order means the order for the Services from the Supplier placed by the Customer in accordance with clause 2. Price has the meaning set out in clause 3.1; Services means the Services set out in the Order and to be performed by the Supplier for the Customer in accordance with the Contract Specification means the description or Documentation provided for the Services set out or referred to in the Contract; Supplier means Ackroyd Design (Ackroyds Limited) VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.5 words in the singular include the plural and vice versa;

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1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.7 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.8 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

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2 Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.3 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.

2.4 An Order shall be placed by the Customer to the Supplier using an email address which is easily associated with the business of the Customer.

2.5 All Orders will comply with TSRGD, Chapter 8 manuals and SaSWaRW (Red book).

2.6 Without Prejudice to Clause 2.5, in the event that the Customer requests than an Order is conducted outside of compliance with Clause 2.5, the Customer is required to clearly state this in when making the Order. In the event that such a request is made, the Supplier will not be liable for any losses, whether direct or indirect (in addition to those excluded at Clause 8) which occurs as a result of the deviance away from TSRGD, Chapter 8 manuals and SaSWaRW (Red book).

2.7 If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.

2.8 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.8.1 the Supplier’s written acceptance of the Order; or

2.8.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.9 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.10 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

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2.11 Any amendment which is required to an Order, following the provision of the Services, either by the Customer, a Contractor or the Highways Authority will be charged at the rate set out in pricing and terms agreement.

2.12 All CAD files which are produced in relation to an Order will be saved for a minimum of 12 months following the provision of the Services at which point they will be destroyed.

2.13 It will therefore not be possible to amend an Order following the expiry of 12 months and in these circumstances a new drawing will be have to be requested.

2.14 All CAD drawings which are produced in relation to an Order are to be checked by a qualified employee of the Customer before being sent off to the relevant Highways Authority.

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3 Price

3.1 The price for the Services shall be as set out in an email which is sent by the Supplier to the Customer either upon receipt of an Order or following an enquiry from the Customer (the Price).

3.2 Where the Customer and Supplier has a course of dealings the Price will remain the same as was communicated in accordance with clause 3.1 in relation to the Customer’s initial/first Order, unless otherwise communicated in writing by the Supplier. For the avoidance of doubt, the Supplier’s rights remain fully reserved to increase the Price for any on-going course of dealings.

3.3 Any amendments made to the Order in accordance with Clause 2 may be subject to additional charges, such charges are within the sole discretion of the Supplier.

3.4 The Prices are exclusive of VAT (or equivalent sales tax).

3.5 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

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4 Payment

4.1 The Supplier shall invoice the Customer for the Services, partially or in full, at any time following acceptance of the Order.

4.2 Unless otherwise agreed in writing, the Customer shall pay all invoices:

4.2.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and

4.2.2 to the bank account nominated by the Supplier.

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, and

4.3.2 interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

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5 Performance

5.1 The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.

5.2 The Supplier may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.3 Time of performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

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6 Warranty

6.1 The Supplier warrants that the Services shall:

6.1.1 conform in all material respects to their description and the Specification; and

6.1.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13

6.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.

6.3 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 6.1, provided that:

6.3.1 the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

6.3.2 such notice specifies that some or all of the Services do not comply with clause 6.1 and identifies in sufficient detail the nature and extent of the defects; and

6.3.3 the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.

6.4 The provisions of these Conditions shall apply to any Services that are remedied or re- performed with effect from performance of the remedied or re-performed Services.

6.5 Except as set out in this clause 6:

6.5.1 the Supplier gives no warranties and makes no representations in relation to the Services; and

6.5.2 shall have no liability for their failure to comply with the warranty in clause 6.1,and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

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7 Indemnity and insurance

7.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

7.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.

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8 Limitation of liability

8.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.

8.2 The Supplier shall not be liable for consequential, indirect or special losses.

8.3 The Supplier shall not be liable for any of the following (whether direct or indirect):

8.3.1 loss of profit;

8.3.2 loss of revenue;

8.3.3 loss or damage to equipment;

8.3.4 loss of use;

8.3.5 loss of production;

8.3.6 loss of contract;

8.3.7 loss of commercial opportunity;

8.3.8 loss of savings, discount or rebate (whether actual or anticipated);

8.3.9 harm to reputation or loss of goodwill; and/or

8.3.10 wasted expenditure.

8.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

8.4.1 death or personal injury caused by negligence;

8.4.2 fraud or fraudulent misrepresentation; and

8.4.3 any other losses which cannot be excluded or limited by Applicable Law;

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9 Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 28 days, either party may terminate the Contract by written notice to the other party.

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10 Termination

10.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:

10.1.1 the Customer commits a material breach of Contract and such breach is not remediable;

10.1.2 the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

10.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the Supplier has given notification that the payment is overdue; or

10.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

10.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

10.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

10.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

10.2.3 suffers an Insolvency Event .

10.3 The Supplier may terminate the Contract any time by giving not less than two weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.

10.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 10, it shall immediately notify the Supplier in writing.

10.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

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11 Notices

11.1 Any notice given by a party under these Conditions shall:

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11.1.1 be in writing and in English;

11.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

11.1.3 be sent to the relevant party at the address set out in the Contract.

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12 Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

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13 Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

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14 Further Assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

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15 Entire Agreement

15.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

15.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

15.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

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16 Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

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17 Assignment

17.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.

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18 Set off

18.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.

18.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

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19 No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

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20 Severance

20.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

20.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

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21 Waiver

21.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

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22 Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

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23 Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

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24 Third party rights

24.1 A person who is not a party to the Contract shall not have any rights under the Contracts

(Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

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25 Dispute resolution

25.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 25.

25.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

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25.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

25.3.1 Within 28 Business Days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

25.3.2 If the dispute has not been resolved within 14 Business Days of the first meeting, then either party may issue formal legal proceedings.

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26 Governing law

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

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27 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).