Terms and Conditions
1. Definitions
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
‘Client’
A person or organization using the services of Beam Lighting Design Ltd
‘Beam’
Beam Lighting Design Ltd
‘Quotation’
The formal statement setting out the estimated costs for a Project. Quotation documents exclude VAT.
‘Project’
The works and services to be delivered by Beam Lighting Design Ltd in the course of the appointment by the Client as set out in the Project Documentation
‘Project Documentation’
The Documentation detailing the scope of the project including project brief, quotation, plans and schedule as appropriate.
‘Termination’
The date on which Beam’s appointment hereunder is terminated.
2. Appointment
2.1 Any quotation issued by Beam Lighting Design to the Client incorporates the terms of this contract and is (unless stated otherwise) valid for 30 days from the date of issue. Acceptance of the quotation confirms the client’s acceptance of the terms of this contract.
2.2 The agreement between Beam and the Client in relation to each Project commences on the date of acceptance of the quotation by the Client and terminates on completion of the relevant Project, unless otherwise terminated by either party serving not less than one month’s notice in writing to the other.
3. Beam agrees:
3.1 To undertake and deliver the Project in accordance with the brief and deadline agreed in the Project Documentation
3.2 To manage and carry out the Project in an expert and diligent manner;
3.3 Wherever possible, to promptly and faithfully comply with and observe all lawful and proper requests made by the Client;
3.4 Not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between Beam and the best interests of the Client during the Project;
3.5 To keep the Client informed of progress on the Project in which they are engaged. While Beam’s method of working is not subject to the control of the Client, Beam shall nevertheless comply with this and any other reasonable requests of the Client;
3.6 To consult with, and obtain written approval, including the agreed price and timescale, from the Client before undertaking any work, or providing any additional materials other than those set out in the Project Documentation; and
3.7 If during the course of this Agreement any additional work and/or materials are required a statement of additional services will be sent by Beam to the Client for approval in writing. Once approved in writing the additional works will be considered part of the Project Documentation and be subject to the terms of this contract.
4. Project Scope
4.1 Beam rely on the Client’s brief or specification for the requirements of the Project and the charges set out in the Quotation are based on such brief/specification.
4.2 If there are specific requirements for how the products of the Project will function or operate, these must be specifically notified and agreed with Beam in advance of provision of the Project.
4.3 If at any time the Client requests a change to the brief/specification and/or other change to the extent or nature of the Project, Beam reserve the right to amend the said charges accordingly; until any such changes are agreed in writing with Beam, the original charges quotation for the Project will stand.
4.4 The Client is responsible for all maintenance, security and operation (if any) of the products of the Project, for all notifications and warnings required to members of the public visiting Client’s/Project premises and for all permissions and satisfactions of all health and safety (both statutory, regulatory and otherwise) requirements and risk assessments for all aspects of the Project and the products thereof, save only as may be specifically agreed with Beam in writing.
4.5 Beam requires that the Client make itself and any relevant employees and contractors reasonably available to communicate with Beam regarding the delivery of the Project. It is the Client’s responsibility to ensure the necessary provisions, whether materials or information, that Beam requires in order to deliver the Project.
5. Invoices and Payment
5.1 The payment schedule will be agreed in writing between Beam and the Client as part of the Project Documentation prior to commencement of works, or;
5.2 In the event that a payment schedule has not been agreed in writing the following payment terms will apply:
5.2.1 25% of the fees (including applicable VAT) relating to the Project become due and payable upon acceptance of Beam LD’s quotation.
5.2.2 50% of the fees (including applicable VAT) are payable before commencement of on-site work. The Client acknowledges that Beam will not proceed with any work until such fees have been received.
5.2.3 The remaining 25% of the fees (including applicable VAT) relating to the Project become due and payable on completion of the Work.
5.3 Any additional costs incurred by Beam as a result of changes to the scope of the project by the Client, cancellation by the client or additional work over and above that detailed in the Project Documentation requested by the client shall be paid by the client in full.
5.4 It is the Client’s responsibility to make sure that where the Project is ongoing or spread over a period of time with staged or instalment payments, that the account is up to date and all outstanding payments have been made before Beam are obliged to continue work on the Project.
5.5 Payment of invoices from Beam to the Client are payable within 30 days of issue.
5.6 Late payments (payments received more than 30 days after the date of issue on the invoice) will be subject to a penalty charge of 5% interest per month thereafter.
6. Expense
All reasonable expenses (and any applicable taxes) incurred by Beam in providing its services in relation to a Project shall be at the Client’s cost.
7. Confidentiality
Any confidential or proprietary information which is provided to Beam by the Client will be kept confidential and will not be used or disclosed to any person or entity, except to the extent required for the purposes of this contract or when required by law.
8. Project Property
Until final payment for the Project all property purchased by Beam for the delivery of the Project as set out in the Project Documentation remains the property of Beam. Beam reserves the right to reclaim any property (light fittings, equipment etc) if the Client fails to issue final payment in accordance with the terms herein.
9. Termination of Agreement
9.1 Beam may terminate this agreement in relation to any Project in the event that the Client is in material breach of any of its obligations under the terms of this contract and, where such breach is remediable, it has not been remedied within 30 days of receiving written notice of such breach; or if the Client is insolvent or is placed into any kind of administration, liquidation or other insolvency procedure.
9.2 The Client may terminate this agreement in relation to any Project at any time by providing at least 30 days’ written notice of termination to Beam.
9.3 In the event of termination of this agreement by the Client, the Client will remain liable to pay in full for all work undertaken and in progress by Beam (including any expenses and third party costs incurred or in respect of which Beam is obliged to pay) up to the date of termination.
10. Insurance
Beam warrants to the Client that they will maintain throughout the term of the Project adequate insurance coverage with an insurance office of repute and shall produce, at the request of the Client, a copy of the insurance policy of polices and relevant renewal receipts for inspection by the Client in respect of the following policies:
· Employers Liability Insurance
· Public Liability Insurance
· Products Liability Insurance
· Professional Liability Insurance
11. Press and Publicity
Beam reserves the right to fair use of images and details of completed Projects in Beam’s portfolio, either online or in any other promotional material to promote Beam and its work. Beam shall not publish images or details of Projects until such information has been released by the Client into the public domain.
12. Entire Agreement
This contract and the related Project Documentation form the entire agreement between the client and Beam and supersede all prior understandings, agreements, documents and discussions relating to its subject matter. The client confirms that it applies to the exclusion of all other terms including without limitation any terms of business which the client may issue from time to time.
13. Force Majeure
13.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
13.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
13.2.1 Strikes, lockouts or other industrial action;
13.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
13.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
13.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
13.2.5 Political interference with the normal operations.
14. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
15. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
16. Waiver
16.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
16.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
17. Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.