Terms & Conditions

Green Circle Solutions Ltd

General Terms and Conditions of Business

The following Terms and Conditions of Business are intended for Services provided, in the course of a business, for business clients or customers. These Terms and Conditions are not intended for use with consumers.

The following Terms and Conditions shall apply to every Commercial Proposal made by the Supplier to any and all Customers, unless other mutually written and signed conditions are agreed to be in place.

1. DEFINITIONS

1.1 In these terms and conditions, the following words and phrases shall have the meanings ascribed to them below:

“Conditions” means these terms and conditions;

“Contract” means the contract between the Supplier and the Customer relating to the supply of Services, incorporating the Conditions and the Commercial Proposal;

“Customer” means the person or party detailed in the Commercial Proposal who purchases Services from the Supplier;

“Fees” means the fees detailed in the Commercial Proposal;

“Commercial Proposal” means the document confirming particulars of the Contract, including (where applicable) the Services and Fees;

“Payment Terms” means the payment terms detailed in the Commercial Proposal;

“Services” means the services detailed in the Commercial Proposal to be supplied to the Customer by the Supplier. The Services will generally, but not exclusively, include consultancy advice, business strategy and reports relating to the Customer business’ sustainability;

“Special Conditions” means the special terms and conditions (if any) detailed in the Commercial Proposal;

“Supplier” means Green Circle Solutions Ltd, a company registered in England and Wales (company number 12852121), whose registered office is at:

The Green House, Charlecote, Warwickshire, CV35 9GZ

“Payment Terms” means the terms for payment of the Charges as detailed in the Commercial Proposal.

“Input Material” means any Documents or other materials, and any data or other information provided by Customer relating to the Services;

“Output Material” means any Documents or other materials, and any data or other information provided by Supplier relating to the Services.

2. APPLICATION OF CONDITIONS

2.1 The description and price of the Services shall be detailed in the Commercial Proposal.

2.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.

2.3 Any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing.

2.4 If there is any conflict, inconsistency or ambiguity when interpreting the Contract, the following order of precedence shall always apply:

(a) any Special Conditions;

(b) these Conditions;

(c) the Commercial Proposal.

3. BASIS OF SUPPLY

3.1 The Contract shall commence on the date the Customer signs the Commercial Proposal and returns it to the Supplier or Customer sends to supplier written confirmation to proceed in line with the Commercial Proposal, including by email.

3.2 The Customer shall ensure that its order is complete and accurate.

3.3 The Customer acknowledges that it has:

(a) not relied on any statement, promise or representation made or given by or on behalf of the Supplier which are not set out in the Contract; and

(b) satisfied itself that the Services are suitable for its own requirements.

4. DESCRIPTION

4.1 The description and/or quantity of the Services shall be as set out in the Commercial Proposal.

4.2 In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations (except fraudulent misrepresentation) which have not been confirmed in writing by an authorised officer of the Supplier.

4.3 Any advice or recommendation given by the Supplier or its employees, contractors or agents to the Customer about the Services which are not confirmed in writing by an authorised officer of the Supplier is followed or acted on entirely at the Customer's own risk.

5. CHANGE CONTROL

5.1 If either party requests a change to the scope or performance of the Contract, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

(a) the likely time required to implement the change;

(b) any variations to the Supplier's price arising from the change; and

(c) any other impact of the change on the terms of the Contract.

5.2 If the Supplier requests a change to the scope of the Contract, the Customer shall not unreasonably withhold or delay consent to it.

5.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the price, any implementation plan and any other relevant terms of the Contract to take account of the change.

6. PERFORMANCE OF SERVICES

6.1 Any dates or times specified by the Supplier relating to the performance of the Services are estimates only. Time for performance of the Services shall not be of the essence and shall not be made so by the service of any notice.

6.2 Performance of the Services shall be within a reasonable time.

6.3 If performance of the Services is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay the Supplier on demand all reasonable costs, Fees or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, Fees and losses to the Customer in writing.

7. CUSTOMER OBLIGATIONS

7.1 The Customer shall:

(a) provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects;

and

(b) where the Services are performed at the Customers premises or at any other third party premises site, be responsible (at its own cost) for preparing such premises by:

(i) obtaining any necessary easements, wayleaves, permissions, consents or licenses, including without limitation, planning permission pursuant to the Town and Country Planning Act 1990 and building regulations consent pursuant to the Buildings Act 1984;

(ii) providing suitable secure space for keeping tools, fittings and materials;

(iii) making electrical power, sanitary facilities and running water available to the Supplier;

(iv) ensuring that no person interferes with anything installed pursuant to the Services.

8. FEES

8.1 The Fees shall be deemed to be in UK £s (pounds sterling) and unless expressly stated otherwise, shall exclude value added tax (where applicable) at the applicable current rate, which shall be payable in addition.

8.2 The Supplier reserves the right, by giving notice to the Customer at any time to increase any Fees to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, any change in the Commercial Proposal requested by the Customer ,or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

9. INVOICING AND PAYMENT TERMS

9.1 Payment terms shall be detailed in the Commercial Proposal and will generally require receipt of payment by the Supplier within 30 days of receipt of Invoice by the Customer.

9.2 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.

9.3 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, without prejudice to any other right or remedy available to the Supplier, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.

10. RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL; OWNERSHIP AND CONFIDENTIALITY

10.1 The property and any copyright or other intellectual property rights in: any Input Material shall belong to Customer; any Output Material shall, unless otherwise agreed in writing between Customer and Supplier, belong to Supplier , but Customer shall be entitled to use the Output Material for the purposes of utilising the Services by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.

10.2 Any Input Material or other information provided by Customer which is so designated by Customer and any Output Material shall be kept confidential by Supplier, and all Output Material or other information provided by Supplier which is so designated by Supplier shall be kept confidential by Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

10.3 Customer warrants that Input Material and its use by Supplier for the purpose of providing the specified Service will not infringe the copyright or other rights of any third party, and Customer shall indemnify Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.

11. RIGHTS IN SERVICES

11.1 Except as set forth herein, all Services, calculations, designs and related developments, discoveries, inventions, improvements, drawings, plans, sketches, specifications and other documents, data, works or materials made, created or acquired by Supplier pursuant to the provision of the Services, together with the patent, copyright, trade secret and all other intellectual property rights therein, are and shall remain the sole property of Supplier, and Customer shall have no rights therein. All items of the Services and the information contained therein comprise trade secrets of Supplier and are protected as unpublished works under copyright law.

11.2 Upon payment in full by Customer to Supplier of all amounts due hereunder, Customer shall have the non-exclusive right to publicly display the Output Materials provided to Customer hereunder during the period of the provision of the Service but shall not have the right to make or distribute copies thereof nor the right to make derivative works based thereon. Supplier shall have the right to include representations of any designs, calculations or reports embodied in Output Materials, in Supplier’s advertising, provided that such representations do not include or bear reference to Customer’s branding or name unless expressly authorized in writing by Customer.

12. TERM AND TERMINATION

12.1 The Customer has fourteen (14) days after the day the signed Commercial Proposal is received by the Supplier to end the Contract. However, once the Supplier has completed the Contract, the Customer cannot change its mind, even if the period is still running. If the Customer cancels after the Supplier has started the Services, the Customer must pay for the Services provided up until the time the Customer tells the Supplier of its change in mind.

12.2 The Supplier may end this Contract if the Customer:

(a) breaks any of the Conditions;

(b) fails to make any payment to the Supplier when it is due and the Customer still does not make payment within 7 days of the Supplier reminding the Customer that payment is due; and

(c) does not, within a reasonable time, allow the Supplier access to the Customer’s premises to supply the Services.

12.3 The Supplier or Customer may instigate the Contract Termination by giving 14 days written notice by email to that effect for any other reason for example such as those conditions described in clause 15, in which case the Customer must pay for the Services provided up until the time of receipt of said written notice of Termination.

12.4 Neither party is precluded from terminating the appointment without notice when permitted to

do so by law or by the terms of this Agreement.

12.5 Any such payments due to the Supplier under the terms of this clause 12 will be due immediately on Contract Termination.

13. WARRANTY IN RESPECT OF SERVICES

13.1 The Supplier warrants that the Services, and any deliverables supplied pursuant to the Services (including and without limitation any media, computer programs, data, diagrams , reports and specifications), shall be performed using reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982.

13.2 The Supplier shall not be liable for a breach of the warranty in condition 11.1 unless the Customer gives the Supplier written notice of the defect in the Services within seven (7) days of their performance.

13.3 Subject to conditions 13.1 and 13.2, if any of the Services do not conform with the warranty in condition 13.1, the Supplier shall at its option re-perform the Services or refund the price of such Services at the pro rata Contract rate.

13.4 The Supplier shall have no further liability and the Customer shall have no claim for a breach of the warranty in condition 13.1, if the Supplier fully complies with this condition 13.

14. LIMITATION OF LIABILITY

14.1 The total liability of the Supplier under this Contract is limited to the Fees.

14.2 The Supplier does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.

15 UNFORSEEABLE DELAYS

15.1 The Supplier reserves the right to defer the performance of the Contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, disease, illness, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

16. DISPUTE RESOLUTION

16.1 Excluding any dispute relating to non-payment of the price by the Customer, for whatever reason, the parties shall attempt to resolve a dispute arising from the Contract in good faith and without recourse to legal proceedings.

16.2 If the parties are unable to resolve such dispute or difference within fourteen (14) days of initial discussions between the parties taking place, either party may request the other in writing that the matter be referred to senior representatives of the parties with authority to settle the dispute, who shall attempt to resolve the dispute within thirty (30) days of the written request to do so.

16.3 If the dispute is not settled by the mechanism contemplated in clause 16.2, either party may request the Centre for Dispute Resolution (“CEDR”) in writing to appoint an independent expert.

16.4 The fees of the expert including the cost of his nomination shall be borne equally by the parties, who shall bear their own costs, save as where otherwise directed by the expert, regardless of the dispute outcome.

16.5 The expert determination is to be conclusive and binding on the parties except where there is fraud or a manifest error or on a matter of law.

17. GENERAL

17.1 The Supplier may assign the Contract or any part of it to any third party subject to agreement by the Customer. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

17.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

****Terms and Conditions End****

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