WATER LOSS SOLUTIONS LTD of:
32 Grayshill Road
a company incorporated in Scotland with the registration number SC565607
(hereafter the “Service Provider”)
ANY CUSTOMER of: the Service provider
(hereafter the “Client”)
1. The Services to be provided are:
Leak detection services and associated drainage investigations
2. The Fee is:
A daily Rate of between £660.00 and £900.000
A half day rate of £390.00
Or alternatively, any other agreed Rate as set out in the Estimate and Specification supplied separately
This includes all associated reasonable and limited local travel time with the provision of the Services. Additional travel time is quoted in the Specification.
4. The Minimum Time Provision is:
As per the specification
5. The Service Provider shall provide the Services at:
The clients address or any other agreed address
The Client has requested that the Service Provider provide certain services to the Client.
The Service Provider has the skills, qualifications and expertise required to provide the required Services (as defined below) to the Client.
This Agreement is entered into between the parties for the supply of Services (as defined below) by the Service Provider to the Client as further detailed and set out in the Specification subject to the provisions of this Agreement.
The Service Provider and the Client agree to be bound by this Agreement in respect of the supply of the Services by the Service Provider to the Client.
The Client acknowledges that it has read this Agreement and understands and agrees to be bound by it.
IT IS AGREED:
In this Agreement, the following words shall have the following meanings:
a) ‘Commencement Date’ means the date agreed to start the investigations at the agreed address and or any travel time, whichever comes sooner
b) ‘Minimum Term’ means the following period:
c) ‘Services’ means the specific services to be provided by the Service Provider as set out in this Agreement and the Specification
d) ‘Fee(s)’ means the sum to be calculated as set out in the Specification
e) ‘Minimum Time Provision’ means the period of time to be spent by the Service Provider in providing the Services as set out in the Specification
f) ‘Parties’ means the Service Provider and the Client, and ‘Party’ shall mean either one of them;
g) ‘Specification’ means the additional terms & conditions, specifics and estimate as set out in the estimate supplied to the Client
a) The Service Provider shall provide the Services to the Client in consideration for the Client paying the Fee to the Service Provider, subject to the provisions of this Agreement.
b) The Service Provider shall start providing the Services on the Commencement Date.
c) The Services shall be performed by such employees or agents that the Service Provider may choose as most appropriate to carry out the Services.
d) The Service Provider shall work for at least the Minimum Time Provision.
e) The Service Provider will, from time to time, inform the Client as to how much time has been spent by the Service Provider in providing the Services.
f) If the Service Provider dedicates more than the estimated time in the Specification attached to this agreement, the Service Provider will, as soon as reasonably possible communicate to the client the estimated additional time and fee. The client will agree in writing as soon as is practically possible to facilitate the fulfilment of the agreement.
g) The Service Provider will make all reasonable efforts to complete the Service fully within the timescales quoted, but due to the investigative nature of the work cannot offer any guarantee to complete the Service within the Minimum Time Provision.
h) The Service Provider will always act in good faith to minimise costs and disruption to the client to locate the source of water leak or defect. However, we do not and cannot, guarantee the discovery and remedy of all leaks and defects. If it is subsequently discovered that further investigations are required, we reserve the right to charge the full Fee required for this
i) Our Services and rates include the following
- Limited ‘opening up’ works to expose any defects identified, such as, but not limited to, cutting open floor hatches, ceilings & pipe boxes by use of hand tools
- Limited shallow digs up to 750mm deep on soft ground
- Simple repairs that our engineers can affect at the time of the investigation
- Reasonable and temporary ‘making good’ of any damage caused during the investigations and repairs, so at leave the property in a safe and tidy manner
- Upon completion, we will Issue a written report stating the investigations carried out and any recommendations.
- Limited and reasonable local travel time
The Service Provider shall provide the Services in such places and locations as set out in the Specification.
4 FEES AND PAYMENTS
a) The Service Provider shall be entitled to invoice the Client on completion of the Services
b) The payment of the Fees shall be made by the Client to the Service Provider within the following period on receipt of invoice:
c) The Service Provider is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to travelling, photocopying, courier services, postage, accommodation & subsistence costs subject to agreement from the Client in writing.
d) All amounts stated are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
e) If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, the Service Provider shall be entitled to:
i) charge interest on the outstanding amount at the rate of 4% per year above the Bank of England base rate accruing daily;
ii) require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed;
iii) not perform any further Services (or any part of the Services).
iv) the Service Provider reserves the right to carry out background financial and credit checks
v) in the event the Service Provider has to pass any debts to legal representation, all reasonable charges will be added to the principal sum due
5 CLIENT’S OBLIGATIONS
a) During performance of the Services the Client will:
i) co-operate with the Service Provider as the Service Provider reasonably requires;
ii) provide the information and documentation that the Service Provider reasonably requires;
iii) ensure that the Client’s staff and agents co-operate with and assist the Service Provider; and
iv) make available to the Service Provider such facilities as the Service Provider reasonably requires.
b) ‘Facilities’ means working space, computer equipment, access to the internet and the Client’s computer network, telecommunications system etc, and shall include not only access to such resources but also use of them to the extent required by the Service Provider in order to perform the Services in accordance with this agreement.
c) The Client will not charge for the Service Provider’s use of the Facilities made available by the Client.
d) If the Client does not provide the Facilities that the Service Provider reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by the Service Provider will be paid by the Client.
a) The Service Provider is permitted to use sub-contractors to provide some or all of the Services
7 WARRANTIES, LIABILITY AND INDEMNITIES
a) The Service Provider warrants that it will use reasonable care and skill in performing the Services.
b) Except in the case of death or personal injury caused by the Service Provider’s negligence, the liability of the Service Provider under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Fee paid by the Client to the Service Provider under this Agreement.
c) Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
a) The Client agrees with the Service Provider through the term of this Agreement to indemnify and keep indemnified the Service Provider and its employees, agents and representatives (each being an ‘Indemnified Party’) against any and all loss, damage or liability (whether criminal or civil) suffered and any and all legal and other fees and costs incurred by the Service Provider resulting from:
i) the Services or Output provided under this Agreement;
ii) any transaction, contract, event or matter arising from or connected with the provision of the Services; or
iii) the appointment of the Service Provider.
b) The Client shall not be liable under the indemnity given under this clause where a court giving a final judgment holds that any loss, damage or liability is the result of the gross negligence, wilful misconduct or bad faith of an Indemnified Party.
a) Without prejudice to the other remedies or rights a Party may have, this Agreement may be terminated:
i) forthwith by either party if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within twenty one (21) days of a written request to remedy the same;
ii) any time after the Minimum Period as set out in the Agreement by either party upon service of the following period of notice in writing to the other:
iii) forthwith by the Service Provider if the Client fails to make payment of any sums within 14 days of such sums falling due;
iv) forthwith by either party if the other shall become unable to pay its debts or otherwise suffer insolvency events;
v) forthwith by the Service Provider upon notice to the Client in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider or in the event that the Service Provider considers that a conflict or potential conflict of interest has arisen between the parties.
b) On termination of this Agreement, the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Service Provider for the performance of the Services prior to the date of termination.
c) Any termination of the Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
a) Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
d) Entire agreement
This Agreement contains the whole agreement between the Parties in respect of the provision of the specified Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by the Service Provider in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
f) Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
g) Further assurance
Each Party to this Agreement shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
In this Agreement unless the context otherwise requires:
i) words importing any gender include every gender;
ii) words importing the singular number include the plural number and vice versa;
iii) words importing persons include firms, companies and corporations and vice versa;
iv) references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
v) reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
vi) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
vii) the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
viii) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
ix) where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.
i) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:
32 Grayshill Road, Cumbernauld G68 9HQ
ii) Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted), or next working day after sending (in the case of e-mail).
iii) In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.
l) Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by Scotland law and shall be subject to the exclusive jurisdiction of the Scottish courts to which the Parties submit.