(For Short Contracts in respect of a Specific Job and for Fixed Term Service Contracts)
Terms of Business of Care & Skill Limited (“Dyno-Pest”)
Please read these Terms of Business carefully as they set out our and your legal rights and obligations in relation to our services.
1. Definitions and interpretation
1.1 In these Terms of Business:
“Business Day” means Monday to Friday inclusive other than a bank or public holiday in England;
“Business Hours” means between 08:30 and 17:00 on a Business Day;
“Engagement” means a contract between Dyno-Pest and the Customer for the supply of Services incorporating these Terms of Business attached to the Specification of Services document and including any amendments to such a contract from time to time such Services being either to supply a product, perform a service or a specific job, or by way of a Service Contract for a minimum fixed term.
“Specification” means the Specification of Services document issued by Dyno-Pest to the Customer and signed by or on behalf of each party detailing the scope of the Services and other matters relating to an Engagement;
“Charges” means the charges specified in the Specification.. The charges may be varied from time to time in accordance with Clause 5.6;
“Customer” means the customer for Services under an Engagement as specified in the
“Effective Date” means the date specified as such in the Specification being the date when a copy of the Specification relating to that Engagement is received by Dyno-Pest signed by the customer
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Services” means specialist pest control services supplied by Dyno-Pest or its duly appointed agents to the Customer under an Engagement, details of which are set out in the Specification or to the extent that no such details are set out in the Specification, such details as are agreed between the parties from time to time;
Each Engagement will come into force on its Effective Date and will continue in force until the Services agreed in the Specification have been completed, upon which it will terminate automatically (unless previously terminated in accordance with Clauses 9 and 10).
3.1 Dyno-Pest will supply the Services to the Customer and deliver in accordance with the Specification to the Customer and the terms of each Engagement.
3.2 Any stated or agreed time for completion of the job or contract will not be of the essence of the parties’ agreement.
3.3 Dyno-Pest may sub-contract the provision of the Services without the prior consent of the Customer; providing that if Dyno-Pest does sub-contract the provision of the Services Dyno-Pest will remain liable to the Customer for the performance of the sub-contracted obligations.
3.4 Dyno-Pest may in its absolute discretion suspend the provision of its services and/or withhold its services if the Customer fails to pay by the due date any amount due to Dyno-Pest in respect of an Engagement.
4. Customer Obligations
4.1 The Customer will comply with all necessary terms and conditions in the Specification and generally ensure that Dyno-Pest can discharge its contractual obligations under the Engagement and
4.2 Dyno-Pest reserves the right to charge an amount of £50.00 + VAT for any appointments and/or call outs which are cancelled at short notice (within 24 hours) or where Dyno-Pest honours an agreed appointment but there is no one (with client authority) in attendance at the premises to provide access for the work to be carried out. For the avoidance of doubt this charge is in addaition to any invoice for our services and does not replace any such contractual or one-off charge. The client is still liable for any and all other contractual charges in particular clause 4.3.
4.3 The Customer shall ensure that Dyno-Pest has access to its premises to carry out its obligations and Dyno-Pest shall have the right to charge the Customer in full for the contracted services notwithstanding that access to the premises has been denied or prevented
4.4 The Customer warrants that upon completion of the specific job by Dyno-Pest in accordance with the Specification and for which he has received an invoice he shall immediately pay in full all sums due under the Engagement to Dyno-Pest within 30 days of receipt
4.5 The Customer agrees to follow Dyno-Pest’s advice and recommendation and should the Customer fail to do so Dyno-Pest reserves the right to suspend emergency call out visits until the advice has been heeded
4.6. The Customer shall be obliged to inform Dyno-Pest of any changes that have occurred that may affect the Specification of Services
4.7 In the event that any equipment has been hired by Dyno-Pest to carry out the terms of its Engagement such equipment shall remain the property of Dyno-Pest notwithstanding that it may be left on the premises of the Customer and
4.8 All materials and equipment supplied by Dyno-Pest in respect of works carried out for the Customer shall remain the property of Dyno-Pest who shall have the right to enter the Customer’s premises at all reasonable times on notice in order to recover the said materials and equipment save when supplied upon outright sale terms.
4.9 Where customers have disposed of equipment or materials hired by Dyno-Pest or where these are missing from the customer’s premises the customer shall be liable to pay Dyno-Pest the going resale rate for such equipment or materials and in such a case without further notice the contract with Dyno-Pest shall be deemed to have been cancelled.
4.10 In the case of an outright sale of equipment or materials to the customer Dyno-Pest shall retain a lien on any such goods until it has received payment in full
5. Charges and Payment
5.1 Dyno-Pest may issue an invoice for its Charges to the Customer from time to time on or after the dates set out in the Specification or at any time after the relevant Services have been performed or delivered to the Customer
5.2 The Customer will pay the Charges to Dyno-Pest within 30 days of the date of issue of an invoice or as separately agreed in writing
5.3 All amounts stated in the Specification or in relation to an Engagement are subject to VAT and other taxes at the rate applicable at the date of the invoice
5.4 Charges must be paid by bank transfer or by cheque or credit card using such payment details as are notified by Dyno-Pest to the Customer from time to time.
5.5 If the Customer does not pay any amount properly due to Dyno-Pest in connection with any Engagement, in addition to the provisions of clause 4 Dyno-Pest may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time which interest will accrue daily until the date of actual payment and be compounded quarterly; or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
(c) If a cheque received by Dyno-Pest is dishonoured in addition to the amount outstanding on the cheque Dyno-Pest shall charge the customer for the bank charges debited to its account together with an administration charge of £25.00 +VAT per incident
5.6 Dyno-Pest reserves the right to increase their rates and prices for their products services and contracts annually.
6.1 The Customer named in the Specification warrants to Dyno-Pest that it has the legal right and authority to enter into the Engagement.
6.2 Dyno-Pest warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations required by each Engagement; and
(b) its staff, and contractors are fully qualified by the BPCA (British Pest Control Association) to carry out the Services and that these will be performed with reasonable care and skill.
7. Limitations and Exclusions of liability
Unless otherwise specifically provided by the Specification of Services or under the general law
7.1 Dyno-Pest will not be liable to the Customer for any loss of business, contracts or commercial opportunities nor for any loss of or damage to goodwill or reputation.
7.2 Dyno-Pest will not be liable in respect of any loss or corruption of any data, database or software.
7.3 Dyno-Pest will not be liable in respect of any indirect or consequential loss or damage.
7.4 Dyno-Pest will not be liable for any losses arising out of a Force Majeure Event.
8. Force Majeure Event
Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations required by any Engagement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
(i) The customer shall not be entitled to terminate a contract in respect of any job where work has already commenced unless Dyno-Pest has received notice of any alleged breach and in such a case Dyno-Pest shall have the right to remedy that breach before the customer shall be entitled to repudiate the contract or treat the contract as terminated
(ii) Where the contract is a fixed contract for services for a minimum period of at least one year the customer must give at least 3 month’s notice of termination to take effect from the date of the next invoice due for the contracted services
(iii) Dyno-Pest shall have the right to terminate
(a) Where the customer becomes insolvent or passes a resolution for its winding up other than for the purpose of a company reorganization where the resulting entity will assume all the obligations of the previous business required by the Engagement or
(b) Where the customer dies, or as a result of illness or incapacity becomes incapable
10. Dyno-Pest may terminate an Engagement immediately at any time by giving written notice to the Customer if the Customer fails to pay in full and on time any amount due to Dyno-Pest whether due in respect of that Engagement or otherwise and may retain any of the customer’s goods in its possession pending payment in full.
11. Effects of Termination
11.1 Upon termination of an Engagement all the provisions of these Terms of Business and the Specification will cease to have effect, save all rights of recovery of costs incurred by Dyno-Pest and any materials provided by Dyno-Pest up to the date of such termination including any outstanding invoices accrued due during the termination period and so that
11.2 Termination of an Engagement will not affect Dyno-Pest’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.
The Customer will not without Dyno-Pest’s prior written consent, either during the term of any Engagement or within 12 months after the date of effective termination of the most recent Engagement, engage, employ or otherwise solicit for employment any employee or contractor of Dyno-Pest who has been involved in the Engagement or the performance of the Services.
13.1 Any notice given under these Terms of Business must be in writing and must be delivered personally, sent by pre-paid first class post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given below (in the case of Dyno-Pest or in the Specification (in the case of the Customer) – or as notified by one party to the other in accordance with this Clause.
13.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by first class post, 48 hours after posting; and
(c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).]
14.1 No breach of any term of any Engagement will be waived except with the express written consent of the party not in breach.
14.2 Neither these Terms of Business nor any Specification may be varied except by a written document signed by or on behalf of each of the parties.
14.3 Dyno-Pest may freely assign its rights and obligations under any Engagement without the Customer’s consent..
14.4 these Terms of Business and the relevant Specification will constitute the entire agreement between the parties in relation to an Engagement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
14.5 These Terms of Business and each Specification will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with any Engagement.