1.Parties, Definitions and Interpretation
In these terms and conditions (which are referred to in this document as “these terms”), “Customer” means the customer for whom the Works are to be carried out by A2Z-Maintenance, “A2Z-Maintenance” means A2Z-Maintenance Maintenance Services Limited (“A2Z”) or, as the case may be, a franchisee of A2Z carrying on business pursuant to a Franchise Licence Agreement entered into with A2Z, “Contract” means the agreement between the Customer and A2Z-Maintenance to carry out the Works of which these terms form a part and (where these terms are a schedule to a signed agreement between the Customer and A2Z-Maintenance (“the Agreement”)) the Agreement, “Works” means the works described in A2Z-Maintenance’s estimate and/or as referred to in A2Z-Maintenance’s Work Detail Sheet or any other document or email issued by A2Z-Maintenance, as may be varied by agreement in writing between the parties. For the purposes of these terms, “in writing” includes by email and any document which is set out in a hand held device and any signature on a hand held screen shall be treated as in writing. In these terms words importing the masculine gender also include the neuter and the feminine gender and words importing the singular number include also the plural number, where the context so requires.
2.1 The Customer will be treated as an Account Customer or a Non-Account Customer, according to A2Z-Maintenance’s reasonable discretion.
2.2 All estimates given by A2Z-Maintenance, all orders and instructions given by the Customer, and all work authorisations, are governed by these terms. They supersede any other terms appearing elsewhere and override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the order or instructions or in any negotiations or in any course of dealing established between A2Z-Maintenance and the Customer, except where these terms are a schedule to a signed Agreement between the Customer and A2Z-Maintenance, in which event these terms apply only to the extent not inconsistent with that Agreement.
2.3 The Customer acknowledges that A2Z-Maintenance has not made any representations (other than any expressly stated in the Contract and/or in A2Z-Maintenance’s estimate) which have induced it to enter into the Contract and the Contract shall constitute the entire understanding between the Customer and A2Z-Maintenance for the performance of the Works (and detailed in paragraph 4 below).
2.4 No modification to the Contract shall be effective unless made by an express written agreement or email exchange between the parties. The signing on behalf of A2Z-Maintenance of any documentation of the Customer shall not imply any modification of the Contract.
Nothing in this Contract is intended to confer on any person any right to enforce any term which that person would not have but for The Contracts (Rights of Third Parties) Act 1999. Accordingly, a person who is not a party to this Contract shall have no rights under that Act to enforce any of its terms, but this does not affect any right or remedy of such person which exists or is available apart from that Act.
3. Estimates and variations to the price
3.1 Any estimate by A2Z-Maintenance is subject to withdrawal by A2Z-Maintenance at any time before receipt of an unqualified acceptance from the Customer and shall be deemed to be withdrawn unless so accepted within 28 days from its date.
3.2 Unless otherwise specified by A2Z-Maintenance in the relevant estimate, an estimate is not a firm or fixed price quotation. It is an estimate of the likely minimum cost of the Works, based on the information made available to A2Z-Maintenance. A2Z-Maintenance’s final price will be calculated on the basis specified in the estimate, if any, or, if none, in accordance with A2Z-Maintenance’s standard Account Rate Card applicable at the time the Works are carried out and may be increased above (but not reduced below) the specified price. Furthermore, A2Z-Maintenance reserves the right to increase the price before carrying out the Works by an amount equivalent to any increase to A2Z-Maintenance in the cost of relevant materials, labour, equipment hire or transport since the date upon which A2Z-Maintenance’s estimate, written, emailed or oral, was given, save that if this would increase the estimated price by more than 10%, the Customer may cancel the Contract provided it does so before the Works are begun, any relevant materials are ordered or any relevant equipment is hired.
3.3 A2Z-Maintenance reserves the right to charge a fee for the collection of materials from its supplier except with respect to works for which there is an estimate. If the collection occurs whilst A2Z-Maintenance is on site, the time taken will be treated as an addition to the Works and charged at the relevant rate. If the materials are ordered for subsequent collection and delivery, a charge may be made by A2Z-Maintenance of £50 plus VAT. Materials will be supplied at cost net after A2Z-Maintenance discounts plus A2Z-Maintenance’s normal mark-up to cover handling, stock maintenance, etc.
3.4 A2Z-Maintenance’s standard Account Rate Card is available for inspection at A2Z-Maintenance’s premises during normal business hours. The Account Rate Card specifies half hourly rates. There is a minimum charge of one hour. Subject to that, charges are made by the half hour, rounded up to the next half hour.
4. The Works
All descriptions, illustrations etc. contained in any catalogues, price lists or advertisements, or otherwise communicated to the Customer, are intended merely to present a general idea of the Works and nothing contained in any of them shall form a part of the Contract.
5. The Price
5.1 The price payable by the Customer is calculated as specified in paragraph 3 above. Unless otherwise stated, the price and all estimates provided by A2Z-Maintenance are shown exclusive of Value Added Tax which will be payable in addition where properly chargeable.
5.2 If the Works involve a diagnostic process to ascertain the cause or source of a fault or breakdown and during that process an item is ascertained by A2Z-Maintenance to be faulty and is replaced, the Customer will be liable to pay for that replacement even if the breakdown was caused in whole or in part by a different fault.
6.1 Non-Account Customers: Payment by the Customer is due on completion of the Works. Payment must be made on such completion.
6.2 Account Customers: A2Z-Maintenance will seek to submit invoices to the Customer within 14 days of completion of the Works and, subject to paragraph 8 below, payment must be made by the Customer within 30 days after the date of issue of the invoice.
6.3 Snagging: Where the Works have been completed subject to snagging, 95% of all amounts outstanding must be paid on such completion and the Customer must provide access to A2Z-Maintenance without delay to enable the snagging to be finalised. The balance of 5% will become payable upon the finalisation of the snagging or, if access has not been made available to carry out the snagging within 14 days of completion, at the expiry of such 14 day period.
6.4 Where the Customer is represented by a third party (such as a managing agent, tenant or other occupier, contractor or other representative), in the event of non-payment by the Customer, the third party will be responsible for payment unless A2Z-Maintenance has agreed otherwise in writing.
6.5 A2Z-Maintenance shall be entitled to interest on a daily basis on any amount not paid on the due date for payment from such due date until payment in full at 4% above the Bank of England base rate at the relevant time.
6.6 A2Z-Maintenance shall not be required to issue or deliver any certificates, guarantees or other similar documents regarding the Works until payment has been made in full.
7. Commencement and Completion Dates
Dates specified for the commencement and completion of the Works are estimates only. A2Z-Maintenance shall use all reasonable endeavours to ensure that it will attend on the date and time agreed. However, it accepts no liability in respect of non attendance or late attendance on site or for the late or non-delivery of materials. Time shall not be of the essence of the Contract except as provided in paragraph 16 below.
8.Inspection of Works
The Customer shall inspect the Works as far as it is reasonably possible to do so immediately upon their completion (though failure to countersign the relevant Works Detail Sheet shall not imply rejection of the Works) and if it considers that the Works or any part thereof are not in accordance with the Contract, it shall within 7 days from the date of inspection give detailed notice in writing thereof. In the absence of any such notice, the Works shall be conclusively presumed to be complete and free from any defect which would be apparent on reasonable examination.
The Customer shall indemnify A2Z-Maintenance against all actions, suits, claims, demands, losses, charges, costs and expenses which A2Z-Maintenance may suffer or incur in connection with a claim by any third party resulting from a breach of the Customer’s obligations, undertakings, representations and warranties in connection with this Contract.
10. Whole agreement and Exclusion of liability
These terms set out A2Z-Maintenance’s entire liability in respect of the Works and A2Z-Maintenance’s liability under them shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities, expressed or implied, in respect of the Works and the quality thereof.
11. Limitation of Liability, and Liability of A2Z-Maintenance
A2Z-Maintenance’s liability shall be limited to:
11.1 the repair or making good of any defect pursuant to its undertaking in paragraph 13 below and subject always to paragraph 8 above;
11.2 liability for death or personal injury resulting from negligence in the course of carrying out A2Z-Maintenance’s duties, and
11.3 the reasonable costs of repair or reinstatement of any loss or damage to the Customer’s property if such loss or damage results from A2Z-Maintenance’s negligence or that of its employees, agents or sub-contractors and the Customer incurs such costs.
A2Z-Maintenance will not be responsible for damage suffered to a part of the Customer’s property (whether or not A2Z-Maintenance is working on that part) where that damage is in whole or in part a consequence of a defect or weakness in that part of the property.
12.Permits, Licences, other Consents and Access
It is the responsibility of the Customer to obtain all permits, licences and other consents in connection with the Works unless A2Z-Maintenance agrees otherwise in writing. The Customer shall provide clear access to enable A2Z-Maintenance to undertake the Works and will make all necessary arrangements with the proper persons or authorities for any traffic controls and signals required in connection with the carrying out of the Works. The Customer will at all times provide a safe working environment for A2Z-Maintenance and its employees, agents and sub-contractors for the purposes of carrying out the Works. Where applicable to drainage works, the Customer will provide, if possible, a plan showing drain layouts. If this is not available, A2Z-Maintenance reserves the right to render additional charges at the relevant applicable rate in accordance with paragraph 3.2 above if blockages occur in drains not covered by the specifications or if it is necessary to trace unidentified drains to complete the Works. The Customer must obtain any permission for A2Z-Maintenance to proceed over property belonging to third parties if this is necessary for the proper execution of the Works and shall obtain any permission necessary to carry out work on property belonging to third parties. The Customer shall indemnify A2Z-Maintenance against all claims of whatsoever nature made by third parties arising out of the presence of A2Z-Maintenance its employees, agents or sub-contractors on the Customer’s property save where such claim results directly from negligence on A2Z-Maintenance’s part. The Customer shall be liable to A2Z-Maintenance for all loss or damage whether direct, indirect or consequential which is suffered by A2Z-Maintenance as a result of failure or delay by the Customer in performing the obligations referred to above.
Subject to paragraph 8 above and the exclusions listed below, A2Z-Maintenance undertakes to repair or make good any defect in completed work which appears within six months of completion of the same to the extent that such defect arises from a breach of A2Z-Maintenance’s obligations under this Contract and provided that details of the defect are notified by the Customer to A2Z-Maintenance in writing within such period and that A2Z-Maintenance and its insurers are given the opportunity of inspecting the work and the alleged defect. This undertaking shall only apply to work carried out and completed and invoiced by A2Z-Maintenance and which is paid for by the Customer by the due date for payment ascertained in accordance with paragraph 6 above. If A2Z-Maintenance returns to the site at the Customer’s request to review a claim under this undertaking and it transpires that the defect had not arisen as a result of a breach of this Contract on the part of A2Z-Maintenance, A2Z-Maintenance reserves the right to charge the Customer for the visit at its standard rate as per paragraph 3 above. A2Z-Maintenance reserves the right not to carry out any work under this paragraph 13 where the Customer cannot evidence that the work was originally carried out and completed by A2Z-Maintenance or where payment has not been made in full for such work. Exclusions are:
– Parts and materials will be provided only with the benefit of the manufacturer’s / supplier’s
guarantee, and are not guaranteed by A2Z-Maintenance.
– Systems or structures not installed by A2Z-Maintenance.
– Any recall arising from circumstances or factors known to the Customer but not notified or disclosed to A2Z-Maintenance prior to the work having been undertaken.
– Defects resulting from misuse, willful act, or faulty workmanship by the Customer or anyone working for or under the direction of the Customer (other than A2Z-Maintenance).
– Structural defects encompassing but not limited to subsidence and its resultant effect.
– Damage to drainage systems caused by root penetration or any other outside force.
– Any roofing work where A2Z-Maintenance advises that the overall condition of the roof is poor and is in need of more extensive work and the work to be undertaken involves less than 20% of the area of the roof.
– Any work to repair an existing lock, or to fit any lock not supplied by A2Z-Maintenance.
A2Z-Maintenance will use all reasonable endeavours to carry out the Works on the agreed dates but shall not be under any liability to the Customer if it should be either impossible or impracticable to carry out the Works on the agreed dates or at all, by reason of strike, lock out, industrial dispute, act of God or any other event or occurrence beyond A2Z-Maintenance’s control.
The Customer shall be liable for:
– Any loss, damage or injury, whether direct or indirect or consequential, resulting from failure or delay in the performance of the Customer’s obligations under these terms.
– Providing all necessary power and a clean water supply for A2Z-Maintenance’s use in the execution of the contracted works.
– The safety of both plant and machinery belonging to or hired in by A2Z-Maintenance or its employees, agents or sub-contractors and shall indemnify A2Z-Maintenance against its loss, theft or damage.
16.1 If the Customer cancels the Contract without A2Z-Maintenance’s consent other than pursuant to paragraph 3.2 above, the Customer shall indemnify A2Z-Maintenance against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing, and for the avoidance of doubt any such cancellation is without prejudice to A2Z-Maintenance’s right to payment in accordance with paragraph 6 above or to the cancellation charges pursuant to paragraph 16.3 below.
16.2 If the Customer wishes to cancel an appointment for a visit by A2Z-Maintenance, the Customer will incur a cancellation fee of £10 (plus VAT) if the cancellation is made less than 24 hours (but more than 2 hours) before the time scheduled for the appointment and of £50 (plus VAT) if the cancellation is made 2 hours or less before the scheduled appointment time.
16.3 The Customer may, within 7 days of its acceptance of an estimate for planned non-emergency work, cancel the work to be undertaken without any charge to it provided that the agreed start date is more than 10 days after the date of acceptance. Subject thereto, if the Customer cancels work to be undertaken pursuant to an estimate accepted by the Customer, subject to paragraph 3.2 above the Customer will be liable for the following cancellation charges: (1) as a contribution to the bank and credit card charges incurred by A2Z-Maintenance, 5% of any amount already paid to A2Z-Maintenance and which is to be refunded by A2Z-Maintenance, and (2) as a contribution to the administration, demobilisation and other costs incurred by A2Z-Maintenance, a charge of £50 (plus VAT) except that if greater, the charge is 5% of the estimate price if the cancellation is made less than 14 days prior to the specified commencement date for the Works, 10% of the estimate price if the cancellation is made less than 7 days prior to the said specified commencement date and 20% of the estimate price if the cancellation is made less than 2 days prior to the said specified commencement date.
17. Removal of Waste Materials
Unless agreed in writing between the parties, the Customer will be responsible for the removal from site of all waste materials resulting from the Works.
18. Frozen Pipes
A2Z-Maintenance will not be liable for any fracture found in frozen pipes attended by A2Z-Maintenance. A2Z-Maintenance will not guarantee to clear blockages occurring in a frozen pipe or drain.
19. Waiver, Variation etc.
No waiver by A2Z-Maintenance of any breach by the Customer shall operate as a waiver of any preceding or subsequent breach by the Customer. No variation shall be effective against A2Z-Maintenance unless sanctioned in writing by A2Z-Maintenance. No forbearance or delay on A2Z-Maintenance’s part shall prejudice A2Z-Maintenance’s rights and remedies under this Contract.