Terms & Conditions
PATCHWORKS GARDENS LTD.
TERMS AND CONDITIONS
Article 1 - DEFINITIONS
1. The terms provided below shall mean:
a. “Patchworks Gardens” shall mean and refer to the company engaged by the Client for the purpose of designing and soft landscaping (planting) below hereinafter referred to as “we” “us” or “Company”.
b. “Client” shall mean and refer to the person or entity paying for the services hereinafter referred to as “You” or the ‘Client”.
c. “Proposal” shall mean and refer to the written documents sent subject to these terms and conditions detailing the scope of services and fees.
d. “Design” shall mean and refer to all the drawings and concepts produced by us or you during the term of rendering the services.
e. “Services” shall mean and refer to the services which are or to be provided by us to you.
f. “Site” shall mean and refer to the area to which the design will apply or the services will be rendered.
g. “Fee” means the fees set out in the proposal or any variation to the fee(s).
h. “Third Party Works” shall mean and refer to any work which is carried out by the third parties for rendering the services to you.
Article 2 - THE CONTRACT
2. As provided in the proposal and upon payment of the relevant required fees a contract will be executed between you and us which will be subject to these terms and conditions. The contract will be for providing designing, soft landscaping (planting) and/or previously agreed on services only.
Article 3 - THE SERVICES
3. We will begin rendering the services after the payment of services as decided between you and the Company. We may assist you in dealing with other parties supplying additional required services such as hard landscaping but we will not be responsible in any manner for the work undertaken and performed by any third party.
4. The proposal will be based upon the requirement of the Client. We will not be responsible for any unforeseeable conditions on the worksite which may affect the execution of the services, in the event of any variations caused by suppliers of material we will not be responsible for any delay in the completion or variation of work.
Article 4 - RELATIONSHIP
5. Nothing herein shall be taken to establish any partnership, joint venture, agency, or employment relationship between us and the Client. we will be an independent contractor at all times for the Client.
Article 5 - STAFF OR EMPLOYEES
6. The Company may use any staff or employees we deem fit and capable in the provision of the providing the Services to the Client. However, any work done by the staff or employees utilized by the Company will be the Company’s responsibility.
Article 6 - VARIATIONS
7. In order to begin any additional work or variation which was not discussed previously, the Client must each agree and manifest their assent in writing for the variation and change in fees as required by the Company.
Article 7 - FEES
8. The Client agrees to pay the required Fees for rendering the Services, subject to the contract executed between the Company and the Client.
9. The fees for rendering the Consultancy services will be invoiced at the completion of services to the Client.
10. The Client will pay 50% of the total fees as a retainer of the services before the commencement of Services.
11. The Company will be paid through either cash or electronic payment methods.
12. If the Client does not pay the retainer of the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Company shall be entitled to:
a. Charge a penalty per day and interest on the outstanding amount at the rate of 10% monthly.
b. Require Client to pay for the Services, or any remaining part of the Services, in advance.
c. Cease performance of the Services completely until payment is made, at the Company’s sole and exclusive discretion.
Article 8 - TAX STATEMENT
13. Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by Government. Taxes imposed upon or required to be paid by Client or Company shall be the sole and exclusive responsibility of each, respectively.
Article 9 - CLIENT’S OBLIGATIONS
14. You have certain obligations under this contract. Failure to uphold these obligations timely may result in suspension or termination of the contract.
15. You will provide us promptly with any information required to carry out the Services. You warrant that this information is not subject to any third-party rights which would prevent us from using this information legally.
16. You will allow us access to both you and the site as may be required to carry out the services without unreasonable delay.
17. You will notify as soon as is possible of any legal, physical or other conditions of the Site which may affect the Services so that we may act accordingly.
18. Any conditions of the Site such as pollution, the presence of broken glass or other dangerous materials, notifiable plants, nesting bees, rats, mice or other vermin will remain your responsibility.
19. We may point out anything which we become aware of and/or introduce third parties but we cannot be responsible for these or other ‘expert’ areas which may affect the execution of the services.
20. This will include trees that may be subject to legislation beyond our control e.g. a Tree Protection Order or Conservation Area.
21. You will inform us of whether this legislation applies and where agreed we will endeavour to secure a favourable outcome for the project in relation to any Tree Surgery, Tree Felling or Required Planning Conditions.
22. You should be aware however that we cannot control the decision of the local authorities and departments. If any such matters listed above or any other unforeseeable conditions arise on the Site further Fees may be payable due to additional Services required and/or variations in the agreed-upon services.
Article 10 - LIABILITY
23. In the event of any fault or defect arising in the Services, we shall have the right to remedy such fault where possible by re-supplying the Service. In the event that you do not advise us of any defect in the Services within 30 days after completion of the provision or delivery of the relevant part of the Services, you shall be deemed as having accepted the Services.
24. Our liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under any Agreement shall be limited to the Fees paid by you to us.
25. To the extent it is lawful, we shall not be liable to you or any other third 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 Party of an indirect or consequential nature, including without limitation any damage or loss.
Article 11 - INDEMNITY
26. You hereby agree to indemnify us against any and all damage, liability, and loss, as well as legal fees and costs, incurred, as a result of any your act or omission, related to the services rendered or any transaction or matter connected with the Services or the relationship between you and us.
Article 12 - FORCE MAJEURE
27. We will not be liable for any failure to perform our services due to causes beyond our reasonable control including, but not limited to, acts of God, or any other acts which may be due to unforeseen circumstances.
Article 13 - TERMINATION
28. This Agreement will terminate on the Completion of services.
29. This Agreement may also be terminated by either party, upon notice in writing:
a. if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within seven (7) days after a written request and was not;
b. if the other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;
c. if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that the Company considers that a conflict or potential conflict of interest has arisen between the Parties.
d. if the Client fails to pay any requisite Fees within seven (7) days after the date they are due.
30. If this Agreement is terminated before the expiration of its natural term, you hereby agree to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by us related to the rendering of Services prior to the date of termination.
31. Any termination under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either party may be entitled to. Any provision or subpart of this Agreement that is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.
Article 14 - Notices
32. Any postal notices should be sent by recorded mail, delivered by hand or followed up by other means of verifying receipt of the notice such as a phone call, text message or e-mail. This is due to the erratic and unreliable nature of the postal service. We cannot be sure of receiving posts within a reasonable time frame and other means of sending information should be preferred.
Article 15 - GOVERNING LAW
33. These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales. In the event of any dispute, we would ask that you contact us in the first instance to resolve any issues in good faith. If this matter is not referred to or resolved within 14 days of the matter being raised then the parties will submit to the exclusive jurisdiction of the English Courts.
Article 16 - MISCELLANEOUS PROVISIONS
34. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party.
35. This Agreement may be amended by the Company anytime.
36. None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party, only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
37. If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
38. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.