Terms & conditions

 

1.1 The following defined words have the following meanings in these Terms of Business:

“Agreement” means SIGNATURE’s Proposal enclosing these Terms of Business, any appendix to the Proposal, and any subsequently variations of the “Agreement”.

“Client” means either the person to whom, or organisation or company to which, the Proposal is addressed.

“Force Majeure” means any circumstance of condition outside the reasonable control or influence of SIGNATURE, and includes any deferral in the requirement for the Goods and/or services by the Client.

“Goods” means the Goods which SIGNATURE sells to the Client.

“In Writing” means any communication sent by post, by facsimile transmission or by email.

“Proposal” means the proposal and any appendices and/or attachments thereto issued to the Client by SIGNATURE (including these Terms of Business).

“Quotation” means the quotation of the Goods and Services provided to the Client by SIGNATURE whether written or oral.

“SIGNATURE” means This Is Signature Ltd.

“Services” means any services provided to the Client.

1.2 The headings in these Terms of Business do not affect their construction.

2.0 VARIATIONS

2.1 The agreement may be varied with the agreement In Writing of the Client and of SIGNATURE and the extent of the variations required SIGNATURE to provide goods and/or services in addition to the Goods and/or services SIGNATURE shall be entitled to fair and reasonable remuneration therefore.

3.0 PROVISION OF THE GOODS AND SERVICES

3.1 The quantity, quality and description of and any specifications for the Goods and/or services shall be those set out in the Quotation. It is the obligation of the Client to check the structure to which the Goods are to be affixed, and to prepare surfaces to which the Goods may be applied, so that in each case they are suitable for such affixing and application. The Client acknowledges that following installation it is responsible for the inspection, maintenance and repair of Goods supplied under the Contract.

3.2 If the Goods are manufactured or any process is applied to the Goods by SIGNATURE in accordance with a specification submitted by the Client whether in writing or otherwise the Client shall indemnify SIGNATURE against all lost damages costs and expenses awarded against or incurred for infringement of any patent, copyright, design, trademark (whether registered or not), or other industrial or intellectual property rights of any third party which results from SIGNATURE’s use of any or all of the Client’s specifications.

3.3 SIGNATURE reserves the right to make any changes in the specification of the Goods and/or Services which are required to confirm with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance.

3.4 No order which has been accepted by SIGNATURE may be cancelled by the Client except with the agreement in writing by SIGNATURE and on terms that the Client shall indemnify SIGNATURE in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damage charges and expenses incurred by SIGNATURE as a result of cancellation.

3.5 Where a Quotation is based upon information supplied by the Client, the Client is responsible for its accuracy and any increased costs of supply resulting in any inaccuracy are the Client’s responsibility.

3.6 All samples, drawings, descriptions, specifications, illustrations and advertising issued by SIGNATURE or contain in any of SIGNATURE’s brochures or on any website connected to SIGNATURE are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them.

3.7 At the request of the Client and at its cost, and at the sole discretion of SIGNATURE, SIGNATURE may remove materials (including but not limited to old signage) from the premises of the Client.

3.8 SIGNATURE requires the Client, prior to the provision of the Goods and/or services, to obtain any necessary consents and approvals to:

(a) the installation and/or application of Goods, including but not limited to any planning and/or landlord consents; and

(b) The use of any logo, trade mark or design required for the Goods (including but not limited to the right to use the copyright and any other intellectual property rights in such logo, trademarks and design).

3.9 All intellectual property rights (including but not limited to copyright) arising from the creation of Goods by SIGNATURE shall remain the property of SIGNATURE and the Client shall not copy or reproduce the Goods without the print written consent of SIGNATURE.

4.0 DELIVERY

4.1 The delivery of the Goods shall be made by the Client collecting the Goods at SIGNATURE’s premises at any time after SIGNATURE has notified the Client that the Goods are ready for collection.

4.2 Any dates quoted for delivery of the Goods and/or the Services are approximate only and SIGNATURE shall not be liable for any delay in delivery of the Goods and/or provisions of the Services howsoever caused. Time for delivery and/or provisions shall not be of the essence unless previously agreed in writing by SIGNATURE. The Goods may be delivered and/or the Services provided to the Client in advance of the quoted date upon giving reasonable notice to the Client.

4.3 If the Client fails to take delivery of the Goods or accept provision of the Services or fails to give SIGNATURE adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of SIGNATURE’s fault) than without prejudice to any other right or remedy available to SIGNATURE, SIGNATURE may:

(a) store the Goods until actual delivery and charge the Client for the reasonable costs (including insurance) of storage; or

(b) Sell the Goods at the best price readily obtainable and (after deducting all reasonable stage and selling expenses) account to the Client for the excess over the price.

4.4 SIGNATURE may deliver the Goods by separate instalments and perform any Services in stages.

5.0 LIABILITY

5.1 SIGNATURE will within a period of 12 months from the date of delivery of Goods and from the date of provision of Services, in respect of the Goods and/or Services which are proved to the reasonable satisfaction of both parties to be damaged or defective, or not to copy with the agreed specifications due to defects in material, workmanship or design (other than a design made, furnished or specified by the Client), repair, or at its option replace, such Goods, and/or re-perform or at its option refund a price of such Service. This obligation will not apply where:

(a) the Client has improperly used the Goods in any way whatsoever, or the Goods have been subjected to misuse, unauthorised repair, damage, negligence, adverse weather conditions and/or alteration;

(b) The Client has not complied with any instructions relating to preparation fo the surfaces and areas to which the Goods are applied, and/or such surfaces or areas have been subjected to previous workmanship by third parties and/or contain latent defects;

(c) damage, discolouration or failure to painted surfaces has occurred through no fault of SIGNATURE;

(d) SIGNATURE carried out work which is not provided for in invoice, and is beyond the scope of Services;

(e) The Client has failed to notify SIGNATURE of any problem or suspected problem within 2 days of the provision of the Service and/or supply of the Goods.

5.2 The warranty in 5.1 does not extend to parts, materials and equipment not manufactured by SIGNATURE in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as it given by the manufacture to SIGNATURE.

5.3 In respect of any matter of Force Majeure SIGNATURE shall have no liability for its failure or delay in the performance of the Goods and/or services or any part of them so caused. Where relevant, the client shall not cease payments to SIGNATURE under the Agreement throughout any period or periods of Force Majeure.

5.4 Notwithstanding anything to the contrary contained in the Agreement SIGNATURE’s total liability to the Client under or in connection with the Agreement whether in contract in tort in negligence or for breach of statutory duty or otherwise shall be limited in the aggregate to 10 times the amount of the fees due to SIGNATURE pursuant to the Agreement or £1,000,000, whichever is the lesser provided always that nothing in the Agreement excludes or restricts liability for personal injury or death resulting from negligence.

5.5 In determining SIGNATURE’s liability under clause 5.4, SIGNATURE’s liability shall be further limited to the proportion of the Client’s losses which would be just and equitable to require SIGNATURE to pay having regard to the extent of SIGNATURE’s responsibility for the same and on the basis that all other SIGNATUREs, contractors and subcontractors working on the project shall be deemed to have provided contractual undertakings no less onerous than the Agreement; there are no limitations of liability nor joint insurance or coinsurance provisions between the Client and any other party referred to in this clause; and all such parties shall be deemed to have paid the Client such proportion which it would be just and equitable for them to pay having regard to the extended their responsibility.

5.6 SIGNATURE shall have no liability for any loss, damage or expenses associated with terrorism or the presence or removal of asbestos, mould/fungus or any other contaminated or toxic substance from the property/facility or site.

5.7 SIGNATURE shall have no liability for any direct or indirect damages for loss of profit, loss of revenue, loss of production, loss of contracts or for any financial loss of for special, indirect or direct consequential loss or damaged including without limitation any direct or indirect financial loss howsoever caused.

5.8 No action or proceedings arising under or in connection with the Agreement whether in contract or in tort or for breach of statutory duty or otherwise shall be commenced against SIGNATURE after the expiry of six years from completion of the Goods and/or services.

5.9 Any and all releases, limitations on liability, restrictions, exclusions and indemnities running in favour of SIGNATURE in the Agreement shall include in the aggregate SIGNATURE’s parent and affiliated and subsidiary companies, and its and their officers, directors, shareholders, employees, agents and representatives.

6.0 SUSPENSION AND TERMINATION

6.1 The client and SIGNATURE agree that without prejudice to any other rights and remedies which SIGNATURE may possess if the Client shall fail to pay SIGNATURE in full any amount properly due and payable under the Agreement by the final date for payment as defined in 7.4 SIGNATURE may after giving the Client seven days’ notice in Writing of the same suspend its performance and obligations under the Agreement until payment in full occurs.

6.2 Any period during which SIGNATURE shall exercise its right to suspend its performance pursuant to 6.1 shall be disregarded in computing for the purposes of any contractual time limit the time taken by SIGNATURE or any of SIGNATURE’s subcontractors, to complete any Goods and/or services directly or indirectly affected by the exercise of such right.

6.3 The client and SIGNATURE agree that either may give to the other written notice of termination in the following circumstances:

(a) if fourteen days after having received written notice of a breach of the Agreement, no attempt

to rectify the breach has been made; or

(b) The Agreement has been affected by Force Majeure for at least 60 days.

6.4 In the event of termination under 6.3 of these Terms of Business, the Client shall pay to SIGNATURE the following sums:

(a) such payment as is due for the performance of the Goods and/or services up to and including the day upon which notice of termination was given;

(b) Such payment as is due in accordance with 5.2 above.

(c) Such monies, if any, as would become due and payable by SIGNATURE in respect of separate arrangements entered into by SIGNATURE in the perfjoamcne of the Goods and/or services.

6.5 In the event that the Client instructs SIGNATURE to carry out the Goods and/or services in a way which could, in SIGNATURE’s reasonable option, lead to a breach of The Environmental Protection Act 1990, The Environmental Act 1995, or other statue, SIGNATURE may without prejudice to any other remedy, and upon not less than 4 weeks’ notice suspend for a period of up to 12 weeks the performance of the Goods and/or services under the Agreement. If the Client does not, to the reasonable satisfaction of SIGNATURE, take steps within the period of suspension to remedy any act or instruction that may breach the aforementioned statues, then SIGNATURE may by further notice on the expiry of the period of suspension determine the Agreement forthwith.

6.6 If the Client shall have committed any offence under any UK legislation in force from time to time concerning the prevention of corruption, including but not limited to the Prevention of Corruption Acts 1889 to 1916 of the UK Foreign Corrupt Practices Act then SIGNATURE may forthwith terminate the Agreement and recover from the Client on a full indemnity basis the amount of loss resulting from such termination.

7.0 PAYMENT

7.1 The fees set out in the Letter are exclusive of VAT. If applicable, SIGNATURE may review the hourly charge rates in the Proposal from time to time and shall notify the Client of any increased rates and the date from which they will become effective. There may be certain expenses which SIGNATURE incurs on behalf of the Client and the Client shall reimburse SIGNATURE in respect of there together with such VAT as shall be properly chargeable thereon.

7.2 SIGNATURE shall be entitled to make application for payment of both fees and expenses by way of presentation of invoices.

7.3 Payment of interim invoices, if any, and of the final invoice is due on the date stated on the invoice.

7.4 The final date for payment of invoices is the date of the invoice plus 14 days.

7.5 The Client agrees to issue any pay less notice which shall include the sum considered to be due to SIGNATURE and the basis upon which the sum was calculated no later than the date of the relevant invoice plus 14 days.

7.6 Interest pursuant to the Late Payment of Commercial Debts (interest) Act 1998 shall be added to all amounts remaining unpaid after the final date of payment.

8.0 DISPUTES

8.1 Any dispute which cannot be settled amicable shall, in the first instance, be referred to the Chief Executive of the Client and the Managing Director of SIGNATURE who shall attempt, in good faith, to resolve the matter.

9.0 APPLICABLE LAW

9.1 The Client and SIGNATURE agree that the construction, validity and performance of the Agreement shall be governed by and construed under English Law, and for all matters arising under, out of, or in connection with the Agreement, they shall submit themselves to the exclusive jurisdiction of the English Courts.

This Is Signature Limited

Company number 10090470

1st October 2020