Full Terms and Conditions

RESGEN LTD

TERMS AND CONDITIONS OF SUPPLY (DOMESTIC / CONSUMER CLIENTS)

1. Definitions and Interpretation

In these Terms, unless the context requires otherwise:

·       Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.

·       Contract means the contract between you and us for the supply of the Services, made in accordance with clause 2.

·       Deposit means any advance payment specified in the Quotation.

·       Premises means the property or location where the Services are to be carried out.

·       Quotation means our written quotation, proposal or scope of works.

·       Services means the flooring, coating, preparation, repair, installation and/or related services described in the Quotation, together with any goods or materials supplied in connection with them.

·       We, Us, Our means ResGen Ltd.

·       You, Your means the person named in the Quotation who is purchasing the Services as a consumer.

Nothing in these Terms is intended to exclude or restrict any rights you have under consumer law.

2. Formation of Contract

A binding Contract is formed when the earliest of the following happens:

·       you sign or otherwise accept our Quotation in writing;

·       you instruct us to proceed with the Services;

·       you pay the Deposit; or

·       we commence the Services with your agreement.

The Contract consists of:

·       the Quotation;

·       any agreed specification, drawings or scope of works;

·       these Terms and Conditions; and

·       where applicable, any statutory cancellation information provided to you.

These Terms apply to the exclusion of any other terms unless we agree otherwise in writing.

3. Our Services

We will provide the Services with reasonable care and skill and, where applicable, in material accordance with the Quotation and agreed specification.

We may make reasonable changes to the Services where necessary to comply with law, health and safety requirements, manufacturer guidance, address site conditions, avoid technical failure, or improve suitability, compatibility or performance.

Any photographs, samples, colour cards, brochures, display boards or examples are illustrative only. Because resin and coating systems are installed onto existing substrates, the final result may vary from samples or marketing images.

Unless the Quotation expressly states otherwise, the Services do not include moving your belongings, asbestos testing or removal, or redecorating adjacent surfaces.

4. Your Responsibilities

You must, at your own cost unless otherwise agreed in writing:

·       provide safe, timely and uninterrupted access to the Premises and work area;

·       ensure the work area is clear, dry and ready for installation on the agreed date;

·       provide working electricity, lighting and reasonable working conditions;

·       disclose any information reasonably relevant to the flooring or substrate, including damp, leaks, underfloor heating, previous coatings, structural movement or contamination;

·       obtain any permissions or consents needed for the Services;

·       keep children, pets and other occupants out of the work area during installation and curing; and

·       remove or protect vehicles, furniture, stock, appliances and personal belongings unless expressly included in the Quotation.

You are responsible for the accuracy of all information you give us.

If you do not comply with this clause and this causes delay, wasted attendance, extra labour, remobilisation, materials loss or abortive work, we may charge you our reasonable additional costs directly caused by that failure.

5. Site Conditions and Finish Characteristics

5.1 Existing substrate and general finish

Resin and concrete coating systems are specialist finishes applied to existing substrates. Final appearance and performance are influenced by the condition of the underlying concrete or sub-base, previous repairs, absorbency, texture, cracks, contamination, ambient conditions and lighting.

5.2 Acceptable appearance variations

Unless materially outside the agreed specification, the following characteristics are normal and shall not of themselves amount to a defect:

·       slight variation in sheen, gloss or texture;

·       minor tonal or colour variation;

·       roller marks or application marks visible only in certain lighting;

·       occasional pinholes or air bubbles;

·       visible crack repairs or previous substrate repairs;

·       slight feathering or edge transitions; and

·       occasional embedded airborne particles.

5.3 Budget / standard systems

Where you choose a lower-cost or functional system, you acknowledge that such systems are designed primarily for durability and function rather than premium decorative finish. Minor evidence of substrate texture or imperfections may remain visible.

5.4 Design / comfort / decorative floors

Where decorative or design-led flooring is selected, any samples or mock-ups are representative only and not an exact promise of the final appearance. The final pattern, movement, tone and finish may vary across the floor, and installation may involve professional judgement to achieve the most suitable final result.

5.5 Preparation, dust and adjacent areas

We will take reasonable care to work neatly and minimise mess, but grinding, preparation and coating work can create dust and incidental marks. Minor touch-up or cleaning to skirtings, frames, walls, paving or nearby surfaces is not included unless expressly stated in the Quotation.

6. Hidden Defects, Cracks and Additional Works

Our Quotation is based on conditions reasonably visible or disclosed before work begins.

Certain issues may only become apparent after grinding, preparation or commencement of works, including:

·       cracks;

·       weak or crumbly concrete;

·       laitance (a weak, powdery layer of cement);

·       contamination;

·       damp or moisture problems;

·       failed existing coatings;

·       hollows;

·       unevenness;

·       water ingress; and

·       concealed substrate defects.

If additional repairs or remedial works are needed, we will notify you as soon as reasonably practicable and provide a price for that additional work before proceeding, unless immediate action is required for safety or to prevent further damage.

Where crack repair is included, we will carry it out using reasonable care and skill. However, we cannot guarantee that repaired cracks will not reappear, print through, reopen or be replaced by new cracks due to substrate or structural movement.

7. Moisture, Damp and Water Ingress

Any moisture reading we take is an indicator of conditions at the time of testing only.

Moisture content and hydrostatic pressure can vary over time due to weather, drainage, water table levels, leaks, site conditions and seasonality.

If we recommend a moisture-tolerant or moisture-mitigation system and you choose not to proceed with that recommendation, we may not be responsible for moisture-related failure caused by damp, moisture vapour transmission, leaks or hydrostatic pressure.

Even where a moisture-tolerant system is used, no system can guarantee complete prevention of all future moisture-related issues.

You must tell us before work starts if you know of any leaks, roof ingress, plumbing defects, rising damp or other water-related issues affecting the area.

8. Underfloor Heating

Many of our systems are compatible with underfloor heating, but the heating installation and operation remain your responsibility unless expressly included in our scope.

Any underfloor heating system should be installed, commissioned and tested by a competent person.

The system should be brought up to temperature gradually and operated in accordance with manufacturer guidance.

We are not responsible for damage caused by a faulty or improperly operated underfloor heating system.

9. Programme, Access and Delays

Any start date or completion date given by us is an estimate unless expressly agreed otherwise in writing.

Programme dates may change due to weather, humidity, temperature, moisture, hidden defects, delayed access or other conditions affecting safety or proper installation.

If the site is not ready, accessible or suitable on the agreed date, or if power or lighting is unavailable, we may reschedule the work and recover our reasonable wasted costs caused by the failed visit or delay.

If you ask us to postpone or change the agreed date, please give as much notice as possible. If the change causes us direct loss or wasted cost, we may charge a reasonable rebooking or wasted cost fee.

10. Curing and Use After Completion

You must not use the floor until we advise that it is ready for the relevant type of use.

Unless we tell you otherwise in writing, typical indicative curing times are light foot traffic: approximately 24 hours; light vehicle traffic: approximately 48 – 72 hours; and a full chemical cure: approximately 7 to 10 days, subject always to site conditions, temperature, humidity and product type.

We are not responsible for damage caused by access before full cure, contamination before full cure, third-party interference, or loading, washing or impact before the floor is ready.

11. Smells and Odours

During application and throughout the curing process, resin coatings may emit odours similar to paint or solvents. Under normal conditions, such odours will dissipate within approximately 24 hours; however, this timeframe may vary depending on ventilation, temperature, and site conditions, which are outside of our control.

Clients who are sensitive to smells, fumes, or airborne particles are strongly advised to vacate the premises during installation and for an appropriate period thereafter. By permitting the works to proceed, you acknowledge and accept the presence of such odours as an unavoidable consequence of the installation process.

In certain circumstances, specialist chemicals may be required which may emit stronger fumes, including those that could be harmful if inhaled in confined or poorly ventilated environments. In such cases, we will provide advance notice, outline any specific safety requirements, and, where necessary, require the premises to be vacated. Failure to comply with such safety advice may result in the postponement of works or limitation of liability.

The Company shall not be held liable for:

• Any discomfort, inconvenience, or temporary health effects resulting from exposure to odours or fumes where appropriate warnings and guidance have been provided;

• Any failure of odours to dissipate within the estimated timeframe due to environmental or site-specific conditions beyond our control;

• Any indirect or consequential losses arising from the need to vacate the premises during works.

It is the Customer’s responsibility to inform us in advance of any known sensitivities, allergies, medical conditions, or site constraints that may be affected by odours, fumes, or chemicals used in the course of the works.

12. Price, Deposit and Payment

The price for the Services is set out in the Quotation.

The Quotation will state whether VAT is included or excluded.

We may require a Deposit before scheduling work, reserving dates or ordering materials.

If you cancel after accepting the Quotation, we may retain or recover only such amounts as are reasonable to cover work already completed, materials ordered or specifically allocated to your project, non-returnable materials, reasonable labour, administration and scheduling costs incurred, and other losses directly caused by your cancellation.

We may invoice you on completion or in stages, if stage payments are set out in the Quotation.

Unless otherwise agreed in writing, invoices are payable within 5 calendar days of invoice date.

If payment is late, we may charge reasonable interest and reasonable recovery costs to the extent permitted by law. Nothing in this clause affects your legal rights as a consumer.

13. Consumer Cancellation Rights

If this Contract is made online, by telephone, by email, or at your home / away from our business premises, you may have statutory cancellation rights.

Where those rights apply, we will provide the required cancellation information and model cancellation form.

If you ask us to begin work during the cancellation period, and you later cancel within that statutory period, you may be required to pay a proportionate amount for services already supplied if the law allows.

14. Warranty and Consumer Remedies

We warrant that we will perform the Services with reasonable care and skill.

Any additional workmanship warranty expressly stated in the Quotation is limited to defects in workmanship and does not cover:

·       normal wear and tear;

·       scratches, stains, chips or impact damage after completion;

·       misuse, abuse or accidental damage;

·       UV fading or discolouration over time;

·       damage caused by chemicals, hot objects or tyre marking;

·       slab movement, structural movement or cracking/re-cracking;

·       moisture, damp, hydrostatic pressure or undisclosed water ingress;

·       defects caused by third-party trades, pets, vermin or animals; and

·       damage caused by failure to follow our curing or aftercare instructions.

You must notify us in writing/email of any issue within a reasonable time after it becomes apparent and allow us a reasonable opportunity to inspect.

If we accept responsibility for a problem, the appropriate remedy will depend on the circumstances and may include repeat performance of the affected part of the Services, repair, or a suitable price reduction or refund where repeat performance is not possible or appropriate.

If you arrange for another contractor to alter or repair the floor before giving us a reasonable opportunity to inspect and remedy the issue, we may not be responsible for the related costs to the extent that this prevents or prejudices our ability to investigate or rectify the problem.

15. Complaints Procedure

If you are dissatisfied with the Services, please notify us in writing/email no later than 14 days after completion of the flooring installation, including photographs and reasonable detail where available.

We aim to investigate and respond within 14 days of the complaint.

You agree to give us a fair opportunity to inspect and, where appropriate, put matters right.

16. Liability

Nothing in these Terms excludes or limits our liability where it would be unlawful to do so, including liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or your statutory rights as a consumer.

We are responsible for foreseeable loss or damage caused by our breach of this Contract or by our failure to use reasonable care and skill.

We are not responsible for loss or damage which is not foreseeable, or which is caused by your failure to follow our instructions, hidden site conditions we could not reasonably identify before work began, misuse, abuse or accidental damage after completion, or defects in the building, substrate or systems outside our control.

Nothing in these Terms affects your legal rights as a consumer.

17. Suspension and Termination

We may suspend or end the Contract if you commit a serious breach of these Terms, fail to pay sums properly due, the site is unsafe or unsuitable, you or another person at the Premises behaves in an abusive, threatening or unsafe manner towards our staff or subcontractors, or continuing the work would be unlawful or unsafe.

If we end the Contract because of your breach, you must pay for work properly completed and for reasonable costs properly incurred up to the termination date.

18. General

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force.

No delay by us in enforcing any right shall be a waiver of that right.

This Contract is governed by the laws of England and Wales.

Any dispute shall be subject to the jurisdiction of the courts of England and Wales, where consumer law gives you rights to bring proceedings in another competent forum.

RESGEN LTD

TERMS AND CONDITIONS OF SUPPLY (COMMERCIAL / BUSINESS CLIENTS)

This version is intended for business clients, commercial properties, landlords acting in the course of business, developers, contractors and corporate customers.

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

·       Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales.

·       Client means the person, company, partnership or organisation identified in the Quotation.

·       Contract means the contract between the Client and ResGen Ltd for the supply of the Services, made in accordance with clause 2.

·       Deposit means the deposit stated in the Quotation.

·       Fees means the charges payable by the Client for the Services.

·       Premises means the site or location where the Services are to be carried out.

·       Quotation means our written quotation, proposal or scope of work.

·       Services means the flooring, coating, preparation, repair, installation and/or related services described in the Quotation, together with any related goods or materials.

·       Variation means any variation to the Services, scope, specification, substrate assumptions, programme or area.

·       We, Us, Our means ResGen Ltd.

2. Basis of Contract

The Contract is formed when the earliest of the following occurs:

·       the Client accepts the Quotation in writing;

·       the Client instructs us to proceed;

·       the Deposit is paid; or

·       we commence the Services with the Client’s authority.

The Contract comprises the Quotation, any agreed specification or scope of works, these Terms and Conditions, and any written Variation agreed by the parties.

The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Client acknowledges that it has not relied on any statement or representation not expressly set out in the Contract.

Any purchase order terms or other Client terms are excluded unless expressly agreed by us in writing.

3. Performance of Services

We shall provide the Services with reasonable care and skill and, where applicable, in material accordance with the Quotation and agreed specification.

We may make reasonable changes to the Services where necessary to comply with law, regulation, health and safety obligations or manufacturer guidance, address latent or discovered site conditions, avoid technical failure, incompatibility or unsafe installation, or improve suitability or performance.

Samples, photographs, brochures, colour cards and demonstrations are illustrative only and do not guarantee an exact match.

4. Client Obligations

The Client shall, at its own cost unless otherwise agreed:

·       provide safe, timely and uninterrupted access to the Premises and working areas;

·       ensure that the working area is clear, dry, available and ready for installation;

·       provide functioning power, lighting and suitable working conditions;

·       disclose all information relevant to the substrate, prior coatings, contamination, moisture, cracks, leaks, underfloor heating, structural movement, asbestos and any other material site conditions;

·       obtain all permissions, permits, licences and approvals required for the Services; and

·       remove or protect stock, equipment, vehicles and other property unless expressly included in the Quotation.

The Client is responsible for the accuracy and completeness of information supplied to us.

If the Client fails to comply with this clause, and this causes delay, reattendance, stand-down, material loss, remobilisation, additional labour, abortive work or programme disruption, we may recover all resulting costs and losses from the Client.

5. Site Conditions, Finish Characteristics and Exclusions

5.1 Existing substrate

The final appearance and long-term performance of any resin or coating system depends substantially on the existing substrate, previous coatings or repairs, moisture content, contamination, movement, porosity and ambient conditions.

5.2 Acceptable tolerances

Unless materially outside the agreed specification, the following shall not constitute defects:

·       variation in sheen, gloss or texture;

·       minor tonal variation;

·       roller or application marks visible only in certain lighting;

·       pinholes or air bubbles;

·       visible crack repairs;

·       aggregate exposure or show-through;

·       feathering or edge transitions; and

·       minor airborne contamination.

5.3 Functional systems

Budget or standard systems are selected primarily for function and durability and may not provide a premium decorative finish.

5.4 Decorative systems

Where decorative, design or comfort floors are selected, samples and mock-ups are indicative only; pattern, tone, movement and appearance may vary; and the installer may exercise reasonable professional judgement in application.

5.5 Preparation, dust and adjacent surfaces

We shall use reasonable care during preparation and installation. However, grinding dust, flake spread and minor incidental marks can occur and minor making-good to adjacent surfaces is excluded unless expressly included.

5.6 Scratch, stain and impact resistance

No coating system is scratch-proof, stain-proof, chip-proof or UV-proof. Damage caused by dragging items, impact, point loading, chemicals, hot tyres, dyes, abrasion, misuse or excessive traffic is excluded.

5.7 Cracking and movement

Any repair to cracks is carried out on a reasonable endeavours basis only. We do not warrant against re-cracking, print-through, reflective cracking, slab movement, structural movement or the emergence of new cracks after completion.

5.8 Standard exclusions

Unless expressly included in writing, the Services exclude:

·       moving the Client’s goods, stock or equipment;

·       asbestos testing, removal or disposal;

·       exact matching to existing finishes;

·       redecorating or reinstatement of adjacent finishes;

·       repair of unrelated pre-existing defects; and

·       damage resulting from extreme weather, floods, structural movement, vermin, pests, animals or other matters outside our reasonable control.

6. Hidden Conditions, Moisture and Variations

The Quotation is based on conditions reasonably visible or disclosed before commencement.

Hidden or latent conditions may become apparent only after grinding or commencement, including damp, weak concrete, laitance, failed coatings, contamination, hollows, moisture issues or concealed defects.

Any such item shall be treated as a Variation unless expressly included in the Quotation.

If we recommend a moisture-tolerant or moisture-mitigation system and the Client declines that recommendation, any moisture-related failure, including debonding, bubbling, blistering or whitening, shall be fully excluded from warranty and liability permitted by law.

Even where a moisture-mitigation or moisture-tolerant system is installed, no system can guarantee against all future moisture or hydrostatic-pressure-related issues.

We may suspend the Services pending agreement of any Variation price or revised scope.

7. Underfloor Heating

If underfloor heating is present, the Client shall ensure that it has been properly designed, installed, commissioned and tested by a competent person unless our Quotation expressly includes those works.

The system must be operated strictly in accordance with manufacturer guidance.

We shall have no liability for failure or damage arising from defective installation, commissioning, operation or movement associated with the underfloor heating system.

8. Programme, Access and Delays

Any programme dates are estimates only unless expressly stated to be fixed dates in the Quotation.

We may delay, resequence, extend or reschedule the Services where reasonably necessary because of weather, temperature, humidity, moisture, hidden defects, supply issues, access failure, third-party interference or any matter outside our reasonable control.

If the Premises are not ready, accessible or suitable on the agreed date, or if safe working conditions, power or lighting are not available, we may stand down, reschedule the Services, and/or recover our wasted labour, transport, plant, accommodation, material and related losses.

If the Client requests postponement or resequencing, we may recover our resulting costs and losses.

9. Curing and Post-Completion Use

The Client must not permit access, loading, washing, contamination, occupation, vehicle use or access by other trades until we confirm that the relevant stage of cure has been reached.

Unless we tell you otherwise in writing, typical indicative curing times are light foot traffic: approximately 24 hours; light vehicle traffic: approximately 48 – 72 hours; and a full chemical cure: approximately 7 to 10 days, subject always to site conditions, temperature, humidity and product type.

We shall not be liable for damage arising from premature use, contamination, loading, third-party access or insufficient cure time resulting from site conditions outside our control.

10. Smells and Odours

During application and throughout the curing process, resin coatings may emit odours similar to paint or solvents. Under normal conditions, such odours will dissipate within approximately 24 hours; however, this timeframe may vary depending on ventilation, temperature, and site conditions, which are outside of our control.

Clients who are sensitive to smells, fumes, or airborne particles are strongly advised to vacate the premises during installation and for an appropriate period thereafter. By permitting the works to proceed, you acknowledge and accept the presence of such odours as an unavoidable consequence of the installation process.

In certain circumstances, specialist chemicals may be required which may emit stronger fumes, including those that could be harmful if inhaled in confined or poorly ventilated environments. In such cases, we will provide advance notice, outline any specific safety requirements, and, where necessary, require the premises to be vacated. Failure to comply with such safety advice may result in the postponement of works or limitation of liability.

The Company shall not be held liable for:

• Any discomfort, inconvenience, or temporary health effects resulting from exposure to odours or fumes where appropriate warnings and guidance have been provided;

• Any failure of odours to dissipate within the estimated timeframe due to environmental or site-specific conditions beyond our control;

• Any indirect or consequential losses arising from the need to vacate the premises during works.

It is the Client’s responsibility to inform us in advance of any known sensitivities, allergies, medical conditions, or site constraints that may be affected by odours, fumes, or chemicals used in the course of the works.

11. Fees, Deposit and Payment

The Fees are those set out in the Quotation.

Unless expressly stated otherwise, Fees are exclusive of VAT and any other taxes or levies, based on the assumptions in the Quotation, and exclusive of Variations, latent defect remediation, out-of-hours working, specialist disposal, accommodation and third-party costs unless expressly included.

Unless otherwise agreed in writing/email, the Deposit shall be paid within 5 days of acceptance of the Quotation.

We are not obliged to reserve dates, order materials or commence work until the Deposit has been received in cleared funds.

We may invoice on completion, at the stage dates set out in the Quotation, or for any Variation or additional work.

Unless otherwise agreed in writing/email, invoices are payable within 5 days of invoice date.

All sums due shall be paid in full without set-off, deduction, withholding or counterclaim except as required by law.

We may suspend the Services, withhold attendance, decline future bookings and suspend any non-mandatory warranty response while any undisputed invoice remains unpaid.

Payment shall not be withheld due to minor snagging or non-material items, provided the Services have been substantially performed.

12. Title and Risk

Risk in any goods or materials supplied by us passes to the Client on delivery to site.

Title to any goods or materials supplied by us shall not pass until all sums owed to us under the Contract have been paid in full.

13. Cancellation, Variations and Additional Works

We may withdraw or amend a Quotation at any time before acceptance.

Once the Contract is formed, cancellation by the Client is subject to our right to recover work already completed, materials ordered or allocated, non-returnable materials, committed labour and administration costs, mobilisation and demobilisation costs, and resulting loss and wasted costs.

Any change to the area, programme, finish, substrate assumptions, phasing, access or scope shall be a Variation.

No Variation is binding unless agreed in writing/email, that we may suspend the Services while a Variation is being priced or agreed.

14. Warranty

We warrant that the Services will be performed with reasonable care and skill.

Any workmanship warranty expressly stated in the Quotation is limited to defects in workmanship and excludes:

·       fair wear and tear;

·       stains, scratches, chips, impact damage and abrasion;

·       UV discolouration;

·       chemical damage or contamination;

·       misuse, overloading or accidental damage;

·       slab or structural movement;

·       cracking or re-cracking;

·       moisture, hydrostatic pressure, leaks, damp or water ingress;

·       defects caused by third-party trades, pests, vermin or animals; and

·       issues arising where the Client declined a recommended protective or moisture-control system.

Any warranty is conditional upon full payment of all sums due, compliance with cure periods and aftercare instructions, there being no unauthorised third-party alteration or repair, and the floor being used only for its intended purpose.

The Client must notify any alleged defect in writing/email within 14 days of it becoming reasonably apparent and allow us a reasonable opportunity to inspect and, if accepted, remedy the issue.

If the Client instructs a third party to investigate, alter or repair the floor before giving us that opportunity, we shall have no liability for those costs or any related claim to the extent prejudiced.

Our liability for any accepted defect shall be limited, at our option, to repair, re-performance of the affected Services, or refund of the proportion of the Fees attributable to the defective element.

15. Complaints Procedure

Any complaint or alleged defect must be notified in writing/email with sufficient particulars and photographs, where reasonably available, no later than 14 days after completion of the flooring installation.

We aim to investigate and propose an appropriate commercial resolution where responsibility is accepted, within 14 days of the complaint.

The Client shall not unreasonably refuse access for inspection or remedial work.

16. Suspension and Termination

We may suspend or terminate the Contract immediately by written notice if the Client commits a material breach of the Contract, fails to pay any amount due when due, fails to provide access or suitable site conditions, becomes insolvent or appears likely to be unable to pay its debts, the Client or its personnel behave in an abusive, threatening or unsafe manner towards our staff, agents or subcontractors, or performance would be unlawful, unsafe or technically unsound.

On termination, all unpaid sums for work done, materials ordered, losses incurred and demobilisation costs shall become immediately due and payable.

17. Subcontracting and Assignment

We may subcontract any part of the Services.

The Client may not assign, transfer, charge or otherwise deal with the Contract without our prior written consent.

18. Intellectual Property

All intellectual property rights in our quotations, drawings, specifications, recommendations, methods, processes, photographs, branding and know-how remain vested in us.

19. Limitation of Liability

Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited.

Our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the Fees actually paid to us under the Contract.

We shall not be liable for loss of profit, loss of revenue, loss of business, loss of contracts, loss of goodwill, loss of anticipated savings, business interruption, indirect loss or consequential loss.

We shall not be liable for hidden or latent defects not reasonably discoverable before work commences, failure caused by undisclosed site conditions, suitability of a system selected against our written recommendation, or damage caused after completion by third parties, misuse, contaminants, impact, traffic, vermin or animals.

The Client is responsible for ensuring that the chosen system is suitable for its intended use unless we have expressly given written suitability advice based on full and accurate information.

20. Indemnity

The Client shall indemnify us against all losses, claims, damages, costs and expenses arising from damage caused by the Client’s staff, contractors, agents or invitees; undisclosed contamination, hidden site conditions or access restrictions; premature use, interference or third-party damage after installation.

21. Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by matters beyond its reasonable control, including severe weather, flood, fire, power failure, supply interruption, labour shortage, industrial action, terrorism, epidemic, war or governmental action.

If such event continues for more than 90 days, either party may terminate the affected part of the Contract by written notice.

22. Notices

Any formal notice under the Contract must be in writing and sent by hand, post or email to the latest address or email address notified by the receiving party.

Notices are deemed to be received if delivered by hand, at the time of delivery; if sent by email, at the time of transmission unless a failure notice is received; and if sent by post within the UK, on the second Business Day after posting.

23. General

If any provision of the Contract is held invalid or unenforceable, the remainder shall continue in full force.

No delay or omission in enforcing any right shall constitute a waiver.

No variation to the Contract is binding unless agreed in writing.

A person who is not a party to the Contract shall have no right to enforce its terms unless expressly stated otherwise.

The Contract is governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.