Terms and Conditions

APPLICATION

1. These Terms and Conditions apply to the provision of any services provided to the Client (you or the Customer) from Aldwin Ltd, a company registered in England and Wales under number 17009202 whose registered office is Aldwin Ltd, Hexagon House, Avenue Four, Station Lane, Witney, OX28 4BN (we or us or the Company). 

2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or when you accept a quotation (fee proposal) or from the date of delivery of any services (whichever happens earlier) and together with the quotation (together, the Contract) will constitute the entire agreement between us and you.

3. These Terms and Conditions and the quotation apply to the sale and provision of services by us to you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

INTERPRETATION

4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

6. Words imparting the singular shall include the plural and vice-versa.

SERVICES

7. The description of Services to be supplied by us is set out in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Services other than provided in the quotation. Descriptions of services provided in sales documentation or during initial consultation are intended as a guide only.

8. We can make any changes to the specification of Services necessary to conform to any applicable safety or other statutory or regulatory requirements. 

PRICE

9. The Price of the Services is set out in our quotation current at the date of your order or such other price as we may agree in writing.

10. If the cost to us of providing the Services increases due to any factor beyond our control including, but not limited to, change of design, revisions, complexity level change or cancellation, we can increase the Price prior to completion.

11. Any increase in the Price under the clause above will only take place after we have told you about it.

12. The price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

CANCELLATION AND ALTERATION

13. Details of the Services set out in our sales documentation or discussed prior to provision of a quotation are subject to alteration without notice and are not a contractual offer to sell the Services which is capable of acceptance.

14. A quotation provided by us is valid for a period of 14 days only from the date shown in it unless withdrawn by us at an earlier time.

15. Either of us can cancel the order for any reason prior to your acceptance or rejection of the quotation.

PAYMENT

16. We will invoice you for the Price:

    a. on or any time after the delivery of the Services; or

    b. upon cancellation of the Contract between you and us; or

    c. where there is a deposit required before work can commence.

17. We may invoice for completed parts of the Services in accordance with the Price breakdown provided in the quotation on or any time after the completion and delivery, if applicable, of that part of the service. 

18. We may invoice for all work carried out to date in the event of the Contract being terminated by you or work being put on hold by you for a period exceeding 7 days. The Price for work carried out will be the sum of (a) the Prices listed in the price breakdown given in the quotation for completed and delivered, if applicable, parts of the service; and (b) a Price calculated at hourly rates provided in the quotation for work carried out in accordance with parts of the Service not yet completed but not exceeding the Price listed in the price breakdown given in the quotation for that part of the Service.

19. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed in writing between us.

20. We may issue a Letter Before Action at any point after the above period has elapsed if you have not paid the Price within this period.

21. If you have still not paid the price after 7 days of the date of our Letter Before Action, without limiting our rights or remedies for statutory interest, we will charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full. 

22. If payment has not been received within 90 days of the original invoice, you will be responsible for all costs reasonably incurred by us in attempting to enforce payment of the Price by you including, but not limited to, court fees.

23. Time for payment will be of the essence of the Contract between us and you. 

24. All payments must be made in British Pounds unless otherwise agreed in writing between us.

25. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

RISK AND TITLE

26. Where the Service includes production of a calculation report, the full calculation report will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Services and/or (b) any other Services we have supplied to you in respect of which payment has become due.

27. We can terminate the sale of Services under the Contract where:

    a. you commit a material breach of your obligations under these Terms and Conditions;

    b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; 

    c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or 

    d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint and administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

LIMITATION OF LIABILITY

28. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.

29. All warranties, conditions or other terms implied by statute or common law (save for those imposed by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

30. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

31. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Services for:

    a. any indirect, special or consequential loss, damage, costs or expenses; and/or

    b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third party claims; and/or

    c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or

    d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or 

    e. any loss relating to the choice of the Services and how they will meet your purpose or the use by you of the Services supplied. 

32. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter which it would be illegal for us to exclude or limit our liability; or for fraud or fraudulent misrepresentation.

COMMUNICATIONS

33. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). 

34. Notices will be deemed to have been duly given when sent if transmitted by email or telephone.

35. All notices under these Terms and Conditions must be addressed to the most recent address, email address or telephone number notified to the other party. Communication by email shall typically be preferred to post.

36. Parties shall notify all other parties of any change to their address, email address or telephone number, or of any limitation on use of any of these contact details for the issue of notices, as soon as reasonably practicable. 

37. You must ensure that you are contactable on the most recent contact details provided to us within a reasonable timeframe. 

38. We shall not be responsible for any delays, costs or losses incurred due to you not being contactable within a reasonable timeframe on the contact details you have provided. 

DATA PROTECTION

39. The use, storage, transfer and processing of Personal data accessed or acquired by us in the performance of any Contract or business activity under these Terms and Conditions will be in accordance with our Privacy Policy available on our website (aldwin.uk) or upon request, which may be updated from time to time.

40. You shall treat any Personal Data or proprietary information obtained under any Contract or communication with us as strictly confidential.

CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY

41. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquake, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

NO WAIVER

42. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

43. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions, which will remain valid and enforceable.

LAW AND JURISDICTION

44. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.