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Terms and Conditions of Sale – Services

BACKGROUND

These Terms and Conditions explain the basis under which we will provide the Services to you. You should read these Terms and Conditions carefully to make sure that you understand what is agreed.

DEFINITIONS 

In these Terms and Conditions, the following words and phrases have the following meanings:

‘You’

the person or company buying the Services

‘Confirmation of Acceptance’

our confirmation that the Client’s order has been accepted and a binding agreement has been formed for the supply of the Services

‘Parties’

You (the Client) and Us (the Service Provider)

‘Party’

either You (the Client) or Us (the Service Provider)

‘We’ or ‘Us’

the Service Provider, Thrive by Design Ltd; contact details at the end of these Terms and Conditions

‘Services’

the services that the Client is purchasing

‘Terms and Conditions’

this document detailing the rights and responsibilities of the Parties

SERVICES

  • We are under a legal duty to supply the Services using reasonable care and skill.
  • The Services will be performed so far as reasonably practicable, at such time or times as we shall decide. Any times, dates or periods given by us for provision of the Services are estimates only. We will make reasonable efforts to comply with any such time estimates and will perform the Services within a reasonable time. However, time is not of the essence in respect of our performance of the Services.

 

ORDERING

  • By ordering Services from us, you make an offer to buy the Services for the price given by us. There is no binding contract between the Parties at the time when the order is made.
  • We will contact you by email to confirm the order. This Confirmation of Acceptance is our acceptance of your order. When the Confirmation of Acceptance is received, there will be a binding contract between the Parties in accordance with these Terms and Conditions. The binding contract will only be for the Services that are included in the Confirmation of Acceptance.

 

PRICE AND PAYMENT

  • You must make payments in accordance with any schedule agreed with us. VAT will be charged at the rate prevailing at the time that payment is due.
  • Where an estimate of the total price has been provided by us, the final price for the Services may be higher or lower than the estimate. Circumstances where the price may be different from an estimate include, but are not limited to:
  • the Services taking longer to complete than could have reasonably been anticipated
  • you making any changes to the Services after the price is agreed; or
  • changes to the prices charged by any of our suppliers.
  • Without prejudice to any other legal right or remedy:
  • if any agreed payment is not received by us by the due date, we can charge interest on the outstanding sum or sums. Interest will be charged at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is made;
  • if the amounts not paid to us when due total 10% or more of the total value of the Services, we are entitled to suspend the performance of any remaining Services until the outstanding payments are made; and
  • you will not refuse to pay any amount which is owed to us where there is only a minor or inconsequential defect or error in the performance of the Services.

 

 YOUR RESPONSIBILITIES

  • You shall co-operate fully with us in the performance of the Services. Co-operation shall include, but is not limited to:
  • responding promptly and properly to any correspondence, request, query or communication from or on behalf of us;
  • promptly providing any information, documentation, instruction, support or other assistance as we reasonably require;
  • promptly making any space, resources or facilities available as may reasonably be required by us; and
  • paying any and all sums due on time.
  • If you do not comply fully and properly with their responsibilities under this clause, we may, without prejudice to their legal rights:
  • charge you for any costs or expenses thereby reasonably incurred; or
  • suspend the provision of the Services until such time as you comply, so far as reasonably practicable, with your responsibilities under these Terms and Conditions.

 

RIGHT TO CANCEL 

  • You have the right to cancel within 14 days without giving any reason.
  • The cancellation period will expire after 14 days from the day that the contract for Services is agreed.
  • To exercise the right to cancel, you must inform us, by emailing amy@thrivebydesign.co.uk, of the decision to cancel.
  • To meet the cancellation deadline, it is enough for you to send a notice under this clause before the cancellation period has expired.
  • You have no right to cancel this contract as described in this clause if it relates to:
  • the supply of Services where the price is dependent on fluctuations in the financial market which cannot be controlled by us and which may occur within the 14-day cancellation period;
  • the supply of accommodation, transport of Goods, vehicle rental services, catering or services related to leisure activities – if the contract provides for a specific date or period for performance;

 

EFFECTS OF CANCELLATION 

  • If you cancel under these Terms and Conditions, we will reimburse any payments received from you.
  • We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel.
  • We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
  • If you asked for the Services to start during the cancellation period, you must pay us an amount which is in proportion to what has been performed until you communicated to us the cancellation of the contract, in comparison with the full coverage of the contract.

 

YOUR RIGHTS 

  • If we fail to carry out the Services with reasonable care and skill or within a reasonable time, you have the right to request that we re-perform the relevant part of the Services. Any such request can only be made by you if it is still possible for us to supply the Services to the required standard. Any such repeat performance will be carried out at no cost to you, within a reasonable time and without causing significant inconvenience to you.
  • If repeat performance under this clause is not possible, cannot be or has not been carried out within a reasonable time, or cannot be or has not been carried out without causing significant inconvenience to you, you have a right to a price reduction up to 100% of the price.
  • Where a price reduction is due under this clause, any refund due to you shall be paid within 14 days of us agreeing that you are entitled to one. Any refund will be made by the same means of payment that you used, unless expressly agreed otherwise between the Parties. We will not charge any fee for any such refund.

 

SUB-CONTRACTORS

  • We can, at our absolute discretion, choose to retain or instruct sub-contractors to carry out the Services in whole or part.

 

AGENCY OR PARTNERSHIP

  • Nothing in these Terms and Conditions is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the Parties, save as provided for in these Terms and Conditions.

 

LIABILITY AND INDEMNITY

  • Nothing in these Terms and Conditions seeks to limit our liability for fraudulent acts or omissions, death or personal injury caused in connection with the provision of the Services, whether arising in contract, negligence, tort, breach of statutory duty or otherwise.
  • Neither Party shall be liable to the other whether in contract, negligence, tort, breach of statutory duty or otherwise for any loss or damage sustained by the other Party indirectly or consequentially and including but not limited to economic loss or loss of profits, goodwill or business in general.
  • Subject to the rest of this clause, our total liability to you will not, in any circumstances, exceed the total amount of the price payable by you.
  • In the event that you or your servants or agents breach these Terms and Conditions, or are negligent in their actions, you will, to the fullest extent permitted by law, indemnify us against any liability, loss, claim, damage, expense suffered by us as a result.

 

PROPERTY AND INTELLECTUAL PROPERTY

  • Any property or intellectual property rights in any material owned by us shall belong to us and you shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
  • Any property or intellectual property rights in any material owned by you shall belong to you and we shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
  • This clause is subject to the right of the Parties to use any such material so far as is reasonably required to carry out the agreed Services.
  • You warrant that any material, whether comprising documents, data, records or any other materials, that it provides to us do not infringe the intellectual property rights of any non-Party. You agree to indemnify us against any loss, damage, cost, expense or claim of any kind that may arise as a result of such an infringement.

 

CONFIDENTIALITY

  • The Parties will use their best endeavours to keep confidential any confidential information relating to the other Party that is provided or otherwise accessed in the performance of the Services. Neither Party shall disclose any confidential information without the consent of the other Party, except to comply with an order of a court of competent jurisdiction or if required in connection with legal proceedings relating to these Terms and Conditions.
  • The Parties’ obligations under this clause shall continue after the termination or completion of the Services unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the Party bound to keep it confidential under this clause.

 

AMENDMENT AND TRANSFER OF RIGHTS 

  • These Terms and Conditions can only be amended by the agreement of the Parties in writing with signatures on behalf of both.
  • We are permitted to assign or transfer any rights or obligations under these Terms and Conditions or subcontract the same for performance to a third party. You are not permitted to assign or transfer any rights or obligations under these Terms and Conditions without our prior written permission.

 

 SEVERANCE

  • If any of the provisions of these Terms and Conditions are unlawful, invalid or otherwise unenforceable, they will be severed from the remainder. The Terms and Conditions which are left will remain valid and enforceable.

 

THIRD PARTIES 

  • For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms and Conditions are not intended to and do not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of these Terms and Conditions.

 

CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES

  • Neither Party shall be liable for any delay or failure to do anything under these terms and conditions due to circumstances beyond the reasonable control of that Party. Such circumstances include – but are not limited to – industrial action, lock out, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as is reasonably possible after the discovery of such circumstances, the affected Party must notify the other Party in writing of any anticipated or existing delay or failure in performance.
  • If the circumstances referred to in this clause continue for a period of longer than 30 days, either Party can end the contract by giving 30 days’ notice in writing to the other. All money owing under these Terms and Conditions before the circumstances arose shall be paid immediately.

 

ENTIRE AGREEMENT

  • These Terms and Conditions and the Confirmation of Acceptance taken together are the entire agreement between us and you and supersede any and all prior terms, conditions, warranties or representations to the fullest extent permitted by law.

 

WAIVER

  • Any failure or delay by us in using rights or powers provided by these Terms and Conditions shall not constitute a waiver of the whole or any part of these Terms and Conditions. The partial or sole use of any rights or powers provided by these Terms and Conditions shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in these Terms and Conditions are additional to the rights of the Parties provided by law.

 

GOVERNING LAW AND JURISDICTION

  • These Terms and Conditions shall be governed by and construed in accordance with English law and the courts of England and Wales will have exclusive jurisdiction in relation to them.
  • ATTRIBUTION
    • These terms and conditions were created using a template from Sparqa Legal (https://www.sparqa.com), December 7, 2021.

 

COMPLAINTS

  • In the event of a complaint of any nature we can be contacted by email at amy@thrivebydesign.co.uk.

 

CONTACT DETAILS 

  • The Service Provider is  Thrive by Design Ltd of 87 High Street, Bristol, BS15 3QG. In circumstances where you are required to contact us in writing, you can email amy@thrivebydesign.co.uk.

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