Terms and Conditions
1. DEFINITIONS
For the purpose of these terms and conditions "Soul" means Soul Solutions Limited, 145 – 157 St. John Street, London, EC1V 4PY Company No. 6557016 and "the Customer" means the Customer contracting to obtain Services or Goods from Soul Solutions Limited.
2. ENTIRE AGREEMENT
2.1 This Agreement together with the agreed proposal and specification constitutes the entire agreement between the Customer and Soul.
2.2 The Customer shall not be entitled to rely on or to seek to rely on any statement, warranty or representation made by or on behalf of Soul to the extent that such representation is inconsistent with these Conditions nor any advice or recommendation given by or on behalf of Soul as to the supply of the Services unless confirmed in writing by Soul.
2.3 These terms and Conditions (and such other terms and conditions as Soul may stipulate or agree in writing) shall prevail over any inconsistent terms which may appear on the Customer's enquiry, order or other documents received by Soul form the Customer or which may be implied by law or trade custom, practice or a course of dealing between that parties, all of which are hereby expressly excluded. All orders are accepted and executed on the understanding that the Customer is bound by these Conditions.
2.4 This Agreement shall be construed in accordance with English law and the Courts of England and Wales shall be the only courts of competent jurisdiction.
3. CUSTOMER SPECIFICATIONS
The Company shall not be liable for any imperfect work or problems caused by any inaccuracies of any specification or materials supplied by Soul or by any failure by the customer to make any particular specification.
4. GENERAL OBLIGATIONS
4.1 Soul shall carry out the services or work as specified. The Customer shall:
a. Provide access for Soul's representatives to carry out its services at any reasonable time or as specified.
b. Provide all facilities at the premises that Soul may reasonable require to carry out the services
c. Permit Soul to make a charge at the normal hourly rate for any wasted journeys due to the failure to observe an appointment, delays in carrying out the work or cancellations as a result of the Customers failure to allow access, or provide proper instruction
4.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
5. PAYMENTS
5.1 If any payment to be paid by the Customer to Soul under this Agreement is unpaid for a period of 30 days after it has become due Soul may at any time thereafter give to the Customer 7 days written notice to terminate this Agreement and unless such overdue sum has been paid before the expiration of such notice Soul shall, without need for the giving of further notice, have the absolute right at any time thereafter to cease to provide Services where upon this Agreement shall terminate absolutely and Soul's obligations hereunder shall cease but without prejudice to the liabilities of Soul.
5.2 Without prejudice to any other rights it may have, Soul is entitled (both before and after judgment) to charge interest at a rate equal to the higher of the interest rate payable on court judgments or four percent (4%) above the base rate from time to time of the Natwest Bank plc on overdue payments on the price of the Services.
6. NOTICES
6.1 Any notice to be given to the Customer under this Agreement shall be in writing and shall be sent by hand or by first class mail to the address appearing at the head of this Agreement (or such address as shall be notified in writing for the purpose of this Clause.)
Any notice to be given to Soul under this Agreement shall be in writing and shall be sent by hand or by first class mail to Soul Solutions Limited, 145 – 157 St. John Street, London, EC1V 4PY.
6.2 Any notice given by mail, shall be deemed to have been given on the second day (excluding Saturdays, Sundays and statutory holidays) after dispatch.
7. VARIATIONS
7.1 No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing by a Director of Soul.
7.2 No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing by an authorised officer of Soul.
8. SEVERANCE
If any term or provision in this Agreement is or shall become in whole or in part illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Agreement shall not be affected or impaired thereby.
9. SET OFF
The Customer shall not be entitled to withhold payment of monies due under this Agreement by reason of any claim or counterclaim it may have or alleges to have against Soul or otherwise which is not related to the Services.
10. HEALTH AND SAFETY
The Customer will take all reasonable steps to ensure that advice and instructions given by Soul to protect the health and safety of persons using the premises during and after the provision of the Services are followed.
11. ASSIGNMENT
The Customer may not assign this Agreement without the prior written consent of Soul.
12. LIABILITY
12.1 Nothing in this Agreement affects the statutory rights of a consumer. Subject thereto all representations, warranties, guarantees and conditions express or implied, statutory or otherwise are expressly excluded and Soul does not accept liability for loss, damage, or injury howsoever arising save as specified in this clause below:
12.2 Personal injury or death which is a direct result of Soul's negligence in the course of carrying out the Services; and physical damage to the property which is the direct result of Soul's negligence in carrying out the Services up to a limit of £100,000 for any one occurrence or series of occurrences arising out of one event; and
12.3 The Customer shall not be entitled to make any claim against Soul or its employees unless it gives Soul written notice of the event giving rise to such a claim, containing sufficient information for it to be identified and investigated by Soul within 28 days of the date on which the Customer becomes or ought reasonably to have become aware of the occurrence of such event.
12.4 Soul shall in no circumstances have any liability for any loss of profit, use or business interruption or other indirect, economic or consequential loss or damage.
13. TERMINATION
13.1 Soul shall have the right, without prejudice to any other right or action, to terminate this agreement forthwith;
a. If the Customer fails to observe and perform any of the terms of this agreement; or
b. If the Customer is adjudged bankrupt or if the Customer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Customer shall be unable to pay its debts within the meaning Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customers or if a petition is presented for a bankruptcy order or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or
c. In the circumstances set out in Clause 5; or
d. If credit references relating to the Customer are obtained which are unsatisfactory to Soul.
13.2 If the Customer purports to terminate this Agreement before expiry of the minimum term or other than by giving the required period of notice as shown overleaf or if Soul terminates this Agreement in the circumstances set out in Clause 5, then the Customer shall pay to Soul upon receipt of invoice by way of liquidated and agreed damages a sum equal to the fees due at the applicable price per quarter for either;
a. The balance of the minimum term; or if it is less than the require period of notice.
b. The period from the date of the said notice pf termination until expiry of the required period of notice.
14. FORCE MAJEURE
If Soul is prevented or delayed in the performance of any of its obligations under this Agreement by circumstances beyond its reasonable control, then Soul shall be excused the performance or the punctual performance of the services as the case may be for so long as such cause of prevention or delay shall continue.
15. OUTSOURCING
Soul shall be entitled to sub-contract the performance of the whole or any part of this agreement to any third parties without the prior consent of the Customer. Soul shall not be responsible for the acts, omissions or negligence of any such third parties.
