Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.5.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.4.
Contract: the contract between HMO Services and the Customer for the supply of Services in accordance with these Conditions and the Customer Order.
Customer: the person, company or firm who purchases Services from HMO Services as detailed in the Customer Order.
Customer Default: has the meaning set out in clause 4.2
Customer Order: The Services sought by the Customer from HMO Services Limited as detailed in the Service Specifications.
Initial Payment: A refundable payment against the Charges by the Customer to HMO Services in the amount confirmed by the Customer to HMO Services payable in accordance with clause 2.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Property: the property in relation to which the applicable Services will be provided as specified in the Customer Order or as notified by the Customer to HMO Services Limited from time to time.
Services: the services supplied by HMO Services to the Customer further to the Customer Order and as detailed in the Service Specifications.
Service Specification: the specification of the services provided by HMO Services at www.hmoserviceslondon.com and as updated from time to time.
HMO Services: HMO Services London Limited registered in England and Wales with company number 10572546 and whose correspondence address is 7 Prescott Place, London, SW4 6BS.
BASIS OF CONTRACT
2.1 The Customer will make an Initial Payment to HMO Services further to which HMO Services will review the supply of the Services and determine if such a supply can be made to the Customer.
2.2. The Customer Order and Initial Payment constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.3 Within 7 (seven) working days HMO Services will either:
(a) Confirm the supply of Services to the Customer and the Initial Payment will constitute a payment by the Customer against the Charges.
(b) Confirm that HMO Services is unable to confirm the supply of Services within 7 (seven) working days, subject to any requirement to visit to the Property, and will refund the Initial Payment to HMO Services and no Services shall be supplied and the Contract between HMO Services and the Customer will terminate.
2.5 The Customer Order shall only be deemed to be accepted when there is confirmation of supply of Services by HMO Services and payment in full against the Charges is received by HMO Services or an agent acting on behalf of HMO Services at which point and on which date the Contract shall come into existence (Commencement Date).
2.6 Any samples, drawings, descriptive matter or advertising issued by HMO Services are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 Any quotation given by HMO Services shall not constitute an offer, and is only valid for a period of 1 (one) month from its date of issue.
2.9 The Customer and HMO Services acknowledge:
(a) The provision of any licence sought by the Customer from an applicable local authority or other licensing authority further to the Services is determined by that authority.
(b) The Services are subject to individual local authority and other licensing authorities’ individual application and enforcement of the relevant legislation and policy which is outside the control of HMO Services.
SUPPLY OF SERVICES
3.1 HMO Services shall supply the Services to the Customer in accordance with the Customer Order and Service Specifications in all material respects.
3.2 HMO Services shall use all reasonable endeavours to meet any performance dates specified in the Customer Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 HMO Services shall have the right to make any changes to the Services which are necessary to comply with any applicable laws, policies and safety requirements, or which do not materially affect the nature or quality of the Services, and HMO Services shall notify the Customer in any such event.
3.4 HMO Services warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 HMO Services does not warrant or undertake that the supply of Services will result in the provision of any licence sought by the Customer from an applicable local authority or other licensing authority.
4.1 The Customer shall:
(a) ensure that the terms of the Customer Order are complete and accurate;
(b) co-operate with HMO Services in all matters relating to the Services;
(c) provide HMO Services, its employees, agents, consultants and subcontractors, with access to the Customer’s Property as reasonably required by HMO Services; and,
(d) provide HMO Services with such information and materials as HMO Services may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
4.2 If HMO Services’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) HMO Services shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays HMO Services’ performance of any of its obligations;
(b) HMO Services shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from HMO Services’ failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse HMO Services on written demand for any costs or losses sustained or incurred by HMO Services arising directly or indirectly from the Customer Default.
CHARGES AND PAYMENT
5.1 The Charges for the Services shall be as set out in the Customer Order.
5.2 The total amount of the Charges shall be payable to HMO Services immediately on execution of the Customer Order.
5.3 All Charges are exclusive of all applicable fees payable to the applicable local authority or other licensing authority, all such fees shall be payable by the Customer to the authority or paid by HMO Services subject to receipt of funds from the Customer for payment of such fees.
5.4 The Customer shall pay HMO Services in cleared funds to a bank account detailed by HMO Services on its invoices or by online payment at the point of the Customer Order.
5.5 Time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by HMO Services to the Customer, the Customer shall, on receipt of a valid VAT invoice from HMO Services, pay to HMO Services such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Customer fails to make any payment due to HMO Services under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% over the Law Society Rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by HMO Services.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on HMO Services obtaining a written licence from the relevant licensor on such terms as will entitle HMO Services to license such rights to the Customer.
LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS
7.1 Nothing in the Contract shall limit or exclude HMO Services’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1 above, HMO Services shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of damage to goodwill; and
(f) any indirect or consequential loss.
7.3 HMO Services’ total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% (one hundred percent) of the total Charges paid under the Contract.
7.4 This clause 7 (Limitation of Liability) shall survive termination of the Contract.
8.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, HMO Services may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 (seven) days after being notified in writing to make such payment,
8.3 Without limiting its other rights or remedies, HMO Services may suspend provision of the Services under the Contract or any other contract between the Customer and HMO Services if the Customer becomes subject to any of the events listed in clauses 8.1(b) to 8.1(d) above or HMO Services reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
CONSEQUENCES OF TERMINATION
9.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to HMO Services all of HMO Services’ unpaid Charges;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
10.1 Force majeure.
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2. Assignment and other dealings.
(a) HMO Services may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of HMO Services, assign, transfer, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b) below.
(b) Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3 or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire Agreement
(a) These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
(c) The terms and conditions may be updated by HMO Services by revised versions being made available on HMO Services’ website at www.hmoserviceslondon.com