Terms & Conditions

Definitions

Agreement: This contract as provided to the Customer by the Contractor and comprising the Quotation and these Terms and Conditions.

Commencement Date: The date proposed by the Contractor to start the works.

Contractor: “Modu-Lite Build” means Modu-Lite Build Limited (16628354) of 19 London Road, Neath, Wales, SA11 1LF, or any entity who carries out the Works on the Contractor’s behalf.

Customer: Persons and/or company identified on the Quotation or any entity including any person or company who appears to act with the Customer’s authority.

Completion Date: The date for completion of the Works.

Designs: All drawings, plans, renders, visualisations, specifications, models, concepts, layouts, product designs and other design materials (in any form or medium) provided, shown or created by or on behalf of the Contractor, whether before or after the date of this Agreement and whether or not an order proceeds, including the designs of the Contractor’s standard product range (including the Mini Model and all other models offered by the Contractor) and any design prepared for the Customer.

Materials: The goods and any relevant related accessories, spare parts and documentation and other physical material set out in the Quotation and to be supplied by the Contractor to the Customer in connection with the Works.

Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the rights to sue for passing off, rights in designs (including registered designs and unregistered design right), rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Working Hours: 08:30 – 16:30 Monday to Friday inclusive whereby the commercial banks are open for business in the City of London (excluding Bank or Public Holidays).

Premises: The location of the Works.

Price: The price payable by the Customer as detailed in the Quotation (or as otherwise varied by the Contractor pursuant to these Terms and Conditions).

Quotation: Identifies the Works, the Price for completing the Works, payment methods and any particular items that are to be included/excluded in the Price.

Works: The services which are to be performed for the Customer as identified on the Quotation, together with any unit, structure or Materials supplied and any Designs used or provided in connection with them. The Works shall exclude all items in Schedule 1 attached hereto unless expressly set out in the Quotation as being included in the Works and the Price.

The Agreement

It is hereby agreed that the Customer appoints the Contractor to provide the works as identified on the Quotation. The Contractor will use reasonable skill and care in completing the Works. This Agreement commences on receipt by the Contractor of a written instruction to proceed or relevant PO. This Agreement shall comprise the Quotation and the following Terms and Conditions.

Notwithstanding the above, clauses 12 (Intellectual Property Rights) and 15 (Confidentiality) apply from the moment any Designs, Quotation or other information are first provided or shown to the Customer, whether or not the Customer places an order, and shall continue to apply if no order is placed.

The Quotation and the following Terms and Conditions shall form the entire Agreement between the parties. All prior agreements, discussions, representations, warranties and covenants are superseded by this Agreement and should not be relied upon. The Contractor does not accept any conditions which may be contained in your own order forms, purchase orders or other documents and which are not consistent with the Quotation or our own standard terms and conditions.

The Quotation has been calculated on the basis of the information provided by the Customer to the Contractor. If the Customer’s requirements or specifications change in any way the changes will not be covered by the Quotation and the Customer must pay in full any additional costs incurred.

The Quotation is valid for the period specified on the Quotation. Should the Customer wish to accept the Quotation after this period has expired the Contractor may provide a revised Quotation and Price for the Works.

This Agreement shall take precedence over any previous or subsequent purchase orders, order forms or correspondence to the contrary and shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, the Contractor does not accept conditions which may be contained in the Customer’s own order forms or other documents and which are not consistent with the terms and conditions contained within the Quotation or Terms and Conditions.

1. Obligations – Contractor

1.1. The Contractor is to provide the Works using reasonable endeavours to complete the Works during Normal Working Hours by the Completion Date unless expressly specified within the Quotation.

1.2. The Contractor having commenced the Works, will endeavour to complete the Works without undue delay unless delayed or prevented from doing so by events or circumstances beyond its control when it will be entitled as appropriate to additional time and costs payable by the Customer.

1.3. For the avoidance of doubt the Contractor has no liability under this Agreement if it is prevented or delayed from carrying out the Works by acts, events, omissions, or accidents beyond its reasonable control, including but not limited to strikes, floods, fire and any act of God.

1.4. The Contractor reserves the right to implement alternative engineering solutions/practices where it is deemed the inclusions, exclusions and assumptions of this Agreement are found at any time to be to the detriment of the commercial, engineering and safety practices of the Contractor. Additional costs incurred will be fully chargeable to the Customer. The Contractor shall be at liberty to refuse to undertake any variation or variations which either alone or taken together alter the Works to be carried out pursuant to this Agreement.

2. Obligations – Customer

2.1. The Customer shall provide accurate information in its request for a Quotation. The Contractor will not be liable for any loss or delays resulting from inaccurate or incomplete information provided by the Customer.

2.2. In the event of delays caused by the Customer, the Contractor shall be entitled to recovery, upon written demand, of all costs and expenses incurred as a consequence of the delay. The Contractor reserves the right to withhold, suspend, cancel or otherwise delay the job without financial penalty until payment of the costs, in full, in cleared funds has been received by the Contractor.

2.3. It is the Customer’s responsibility to ensure the Quotation meets its requirements. The Contractor accepts no liability whatsoever for loss or delay arising as a result of the scope of works as detailed in the Quotation not meeting the Customer’s requirements. All Designs provided by the Contractor must be approved by the Customer. Where construction issue drawings are to be prepared by others, the Customer may share the Designs with those parties solely for the purpose of the Works at the Premises, and only on terms that protect the Designs to the standard required by clauses 12 and 15. The Customer shall be responsible for any use or disclosure of the Designs by such parties.

2.4. The Customer shall provide free and uninterrupted access and egress to the Premises and any third party property for the duration of the Works.

2.5. The Customer shall ensure that all works to be undertaken by the Customer are completed to the required specifications and standards and are in accordance with the Quotation prior to the Contractor commencing works on site.

2.6. Unless notified to the contrary it is deemed that:

2.6.1. The Works are to be completed in no more than one visit, unless otherwise stated in the Quotation. In order to prevent abortive visits the Customer will ensure the site is ready. Any additional visits will be chargeable to the Customer.

2.6.2. All wayleave, easement agreements and consents are to be arranged by the Customer and be in place prior to commencement of the Works.

2.7. The Price is dependent on the outcome of a site visit where the Quotation was provided following a desktop assessment. Any additional costs will be payable by the Customer.

2.8. The Contractor will not be responsible for any issues or delays caused by third parties.

2.9. The Customer shall ensure that its employees and visitors comply with all access control and health and safety requirements specified by the Contractor during the duration of any installation or maintenance works.

2.10. The Customer shall ensure adequate provision of power and light for the Contractor to carry out work.

2.11. The Customer shall be responsible at all times for any loss or theft of, or damage to, the goods supplied by the Contractor howsoever caused and for the safe storage of the Contractor’s materials, vehicles and equipment at the Premises.

2.12. The Customer shall reimburse the Contractor in full for the value of any of the Contractor’s materials, vehicles and equipment at the Premises that suffer damage or loss, howsoever caused.

2.13. Where the Works carried out by the Contractor are alterations, adaptations, modifications or extensions to, or maintenance of, any existing works, the Contractor shall not be liable for any defect which may become apparent in the existing works by reason of the Works executed by the Contractor.

3. Specific Items

3.1.1. The following are not included in the Works unless the Quotation expressly states otherwise:-

a) Excessive de-watering. Any de-watering will be deemed as additional costs.

b) Quotation is based on good dry ground conditions only and free from any obstructions. Additional costs will apply.

c) Should any services stop the delivery of the Works additional costs will apply.

d) Any change in scope of works due to unforeseen circumstances will be deemed as additional costs.

e) Risk in the Materials shall pass to the Customer upon delivery.

f) Title to the Materials shall pass to the Customer once the Contractor has received payment in full and cleared funds for the Price. The passing of title to any Materials or Works does not transfer any Intellectual Property Rights, which remain with the Contractor in accordance with clause 12.

4. Variations

4.1. In the event that following a site visit (if deemed necessary by the Contractor) the Contractor deems that variations are required to the Works and/or the price of the Works as set out in the Quotation, such variations shall be deemed to be Additional Work and the provisions of clause 5.3 shall apply.

4.2. The Quotation is based on material and labour costs prevailing on the date of the Agreement. The Contractor shall have the right to vary the Price in accordance with any variations in the material or labour costs subsequent to the date of the Agreement (unless otherwise stated in the Quotation) upon submitting written details of the additional cost to the Customer who shall be entitled to terminate the contract upon giving the Contractor written notice within 5 working days of the date of submission of such details. In the event of termination the Customer shall pay the Contractor’s reasonable charges for the work done or committed (including a minimum margin of 25%) and materials purchased prior thereto and reimburse any costs or expense incurred or committed by the Contractor in obtaining any wayleaves and consents.

5. Payment

5.1. The Customer shall make payment (including VAT when applicable) in full with the instruction to proceed, unless otherwise specified in the payment terms or agreed in writing by the Contractor.

5.2. VAT is quoted at the current rate. Should there be a change in the rate applicable before payment is made the Customer will be liable for VAT at the new rate.

5.3. In the event that additional work is necessary to complete the Works (“Additional Work”) either due to:

5.3.1. an event which is not reasonably foreseeable;

5.3.2. specifically noted exclusions within the Quotation and this Agreement;

5.3.3. the Customer altering the requirements that it originally set out in its request for a Quotation; or

5.3.4. incorrect or incomplete information provided by the Customer,

then the Contractor shall be entitled to make additional charges (“Additional Charges”) to the Customer in respect of the Additional Work. The Contractor shall explain to the Customer the purpose and content of the Additional Works. The Additional Charges shall be agreed with the Customer in advance of the Additional Work being carried out. Payment for the Additional Charges must be made, in full, in cleared funds, prior to works being carried out. In the event that the Customer fails to agree to the Additional Charges, the Contractor shall not be obliged to carry out the Additional Work, nor complete the Works, and the Customer shall be deemed to have terminated the Contract and the provisions of clause 6 below shall apply.

5.3.5. The Contractor may at any time, without notice to the Customer, set off any liability of the Customer to the Contractor against any liability of the Contractor to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Contractor may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Contractor of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

5.3.6. Where the Customer has outstanding liabilities to the Contractor, whether financial or otherwise, the Contractor reserves the right to suspend, cancel or otherwise delay works in respect of any of their other liabilities or obligations to the Customer.

5.3.7. The Contractor reserves the right to charge a reasonable margin, not less than 20%, on all materials, labour and subcontractor costs incurred by the Contractor in association with the Works. This margin shall be applied to all variations and additional charges levied by the Contractor to the Customer.

5.3.8. In the event the project is not complete within 365 days of the acceptance then the Contractor reserves the right to apply an increase to the Price of Works in line with the Retail Price Index (RPI). This will fall immediately due on the expiry of 365 days from the date of the signed acceptance and must be paid by the Customer ahead of works continuing. The Contractor will not be liable for any delays or issues resulting from non-payment of the additional costs in line with the RPI.

6. Termination

6.1. The Customer may terminate this Agreement at any time by giving at least 10 full working days’ notice but must pay to the Contractor the greater of:

a) all costs (including VAT when applicable and the Contractor’s margin of 30%) which, in the opinion of the Contractor, were reasonably incurred directly or in connection with the works as well as all costs reasonably foreseeably up to or as a result of the Customer’s termination; or

b) 10% of the Price of the Works.

6.2. The Contractor may terminate the Agreement;

6.2.1. Immediately if the information given by the Customer is incorrect and significantly affects the Quotation. The Contractor will refund to the Customer any part of the payment made which has not been expended or committed in relation to the Works at the time of termination.

6.2.2. By giving 5 working days written notice if the works are not completed within 120 calendar days from the date of the Quotation where the delay is not due to the fault or default of the Contractor. Where the Contractor terminates under this clause it will refund any part of the payment made which was not reasonably incurred at the time of termination.

6.2.3. At any time and for any other reason.

6.3. On termination for any reason, clause 12.1.8 shall apply to all Designs in the Customer’s possession or control.

7. Use of Contractors

7.1. The Contractor is entitled to sub-contract the whole or any part of the Works.

7.2. The Customer shall not, without the prior written consent of the Contractor, at any time from the date of this agreement to the expiry of 12 months after the last date of supply of the Works, solicit or entice away from the Contractor or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Contractor in the provision of the Works.

7.3. Any consent given by the Contractor in accordance with clause 7.2 shall be subject to the Customer paying to the Contractor, on demand, without any set off or deduction, a sum equivalent to 100% of the then current annual remuneration of the Contractor’s employee, consultant or subcontractor or, if higher, 100% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

8. Warranty

When undertaking any design the Contractor shall use reasonable skill and care. The Contractor is not liable for any indirect or consequential loss (including but not limited to loss of profit, loss of business, loss of savings etc) or any other form of environmental loss (whether or not occurring in connection with physical damage) resulting from or arising out of or in connection with this Agreement and/or the Works. The Contractor’s total liability under or in connection with this Agreement, the Quotation and/or the Works for any breach of contract, any delay, any equipment failure or any other reason whatsoever shall not exceed 1% of the original Price.

9. Ownership

Title to the Materials and the Works shall pass to the Customer only in accordance with clause 3.1.1(f), and until then the Materials and the Works shall at all times belong to the Contractor. The Designs and all Intellectual Property Rights in the Works and the Designs shall at all times belong to the Contractor in accordance with clause 12 and do not pass to the Customer with title.

10. Conflict, Notices and Jurisdiction

10.1. In the event of any conflict or ambiguity between the Quotation and these Terms and Conditions, these Terms and Conditions shall take precedence.

10.2. In the event that the Contractor agrees to accept an order for the Works and in the event of any conflict or ambiguity between the Customer’s order and these Terms and Conditions, these Terms and Conditions shall take precedence.

10.3. Any notice must be served by prepaid post or email at the relevant Contractor or Customer address shown on the Quotation.

10.4. The Agreement is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

10.5. This Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes any previous correspondence and anything previously said, done, agreed or implied which adds or conflicts with it.

10.6. Each party acknowledges that in entering into this Agreement, it does not rely upon and shall have no remedies in respect of any representations, correspondence or statements (whether made innocently or negligently) that are not set out in the Terms and Conditions or Quotation. The Contractor accepts no liability for innocent or negligent misrepresentation or negligent misstatement based on any terms in the Agreement.

10.7. The provisions of this Agreement which by their nature or context are intended to have effect after termination of this Agreement (including clauses 12, 13 and 15) shall survive termination.

10.8. None of the provisions of this Agreement shall be considered waived by a party unless such waiver is given in writing and signed by a duly authorised representative of the party making the waiver. No such waiver shall be a waiver of any past or future default, breach or modification of any other provision unless expressly set out in such waiver.

10.9. Each and every clause or any part thereof appearing herein is a separate and severable provision and any found to be void, illegal or unenforceable shall be deemed deleted and the remaining provisions shall continue in full force and effect.

11. Conditions Precedent and Commencement

11.1. Notwithstanding any other provision of this Agreement, the Contractor shall have no obligation to:

a) commence or continue to provide the Works;

b) procure or continue to procure any plants and materials or other goods and services required in connection with the Works; or

c) schedule, seek agreement for or confirm to the Customer any of the planned dates at any time when any of the Conditions Precedent are not fulfilled.

11.2. The following are the Conditions Precedent:

a) The Customer has made payment in full (free from any set-off or deduction);

b) The Customer has fulfilled all instructions in line with the Quotation or any written requests made by the Contractor; and

c) No statutory, regulatory, technical or other matter has or may prevent/delay the commencement of works.

11.3. In no circumstances shall the Contractor be liable to the Customer or any third party for any failure or delay in the fulfilment of any of the Conditions Precedent. Should the Conditions Precedent result in additional cost for the Contractor then they reserve the right to pass this cost on to the Customer.

12. Intellectual Property Rights

12.1.1. Ownership. All Intellectual Property Rights in or arising out of or in connection with the Works and the Designs (other than Intellectual Property Rights in any materials provided by the Customer) are and shall remain owned by the Contractor. Nothing in this Agreement, and no payment made under it, transfers or assigns any such rights to the Customer.

12.1.2. Licence. Subject to payment of the Price in full and to the Customer’s compliance with this clause 12, the Contractor grants to the Customer a non-exclusive, royalty-free, perpetual licence to use, operate, maintain and repair the specific unit or structure supplied under this Agreement at the Premises, and to use the Designs only so far as necessary for that purpose. No other licence is granted, whether expressly or by implication.

12.1.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 12.1.2, save that the licence shall pass automatically to a purchaser of the unit or structure for use at the Premises, provided that purchaser is bound by this clause 12.

12.1.4. No copying. The Customer shall not, and shall not permit or procure any third party to, copy, reproduce, adapt, modify, reverse engineer, manufacture, or procure the manufacture or supply of, any unit, structure, building or product based on or substantially similar to the Works or the Designs, whether at the Premises or elsewhere, nor disclose the Designs to any third party other than its professional advisers, insurers, statutory authorities and those permitted under clause 2.3, in each case solely for the purpose of the Works.

12.1.5. Improvements. Any modification, development or improvement to the Works or the Designs, whether proposed, requested or suggested by the Customer or otherwise, shall vest in and belong to the Contractor. The Customer hereby assigns to the Contractor, with full title guarantee, all Intellectual Property Rights it may have in any such modification, development or improvement, and shall sign any document reasonably required to give effect to this.

12.1.6. Customer materials. The Customer grants the Contractor a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Contractor (including the Customer’s logos and branding) for the purpose of providing the Works to the Customer. The Customer warrants that it has the right to grant this licence and that the Contractor’s use of those materials will not infringe the rights of any third party.

12.1.7. Marketing. The Contractor may photograph and film the Works and use the images, and generic images of the Designs, in its marketing materials, website and social media. The Contractor shall not display the Customer’s name, logos or branding in such materials without the Customer’s prior written consent.

12.1.8. Return of Designs. If no order is placed within the validity period of the Quotation, or this Agreement is terminated for any reason, the Customer shall immediately cease all use of the Designs (other than use permitted by clause 12.1.2 of a unit already paid for in full) and shall, at the Contractor’s request, return or destroy all copies of the Designs in its possession or control.

12.1.9. Remedies. The Customer acknowledges that damages alone may not be an adequate remedy for breach of this clause 12 or clause 15, and that the Contractor shall be entitled to seek injunctive relief, specific performance or other equitable relief for any threatened or actual breach, in addition to any other remedy. The limitations of liability in clauses 8 and 13 apply only to the Contractor’s liability and shall not limit the Customer’s liability for breach of this clause 12 or clause 15.

13. Limitation of Liability

13.1.1. Nothing in the Agreement shall limit or exclude the Contractor’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

13.1.2. Subject to clause 13.1.1, the Contractor shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and any indirect or consequential loss.

13.1.3. Subject to clause 13.1.1, the Contractor’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 1% of the original Price.

13.1.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

13.1.5. This clause 13 shall survive termination of the Agreement.

14. COVID-19 and Associated Costs and Delays

14.1. The Contractor shall not be in breach of the Agreement or liable for any additional costs or delays in performing, or failure to perform, any of its obligations under or in connection with the Agreement if such delay or failure results from events, circumstances or causes related to or in connection with the COVID-19 pandemic or any other associated variants. The Contractor will be entitled to any reasonable uplift in costs associated with supply chain shortages, material price increases or labour costs.

15. Confidentiality

15.1. The Customer shall keep confidential the Designs, the Quotation, the Contractor’s pricing and any technical, commercial or business information of the Contractor disclosed to it (“Confidential Information”), and shall not use Confidential Information for any purpose other than the Works or disclose it to any third party, except to the persons permitted under clauses 2.3 and 12.1.4 who are bound by equivalent obligations of confidence.

15.2. Clause 15.1 shall not apply to information which is or becomes publicly available other than through breach of this Agreement, or which the Customer is required to disclose by law. The fact that a unit or structure built to the Designs is visible to the public, or that images of it are published, shall not release the Customer from its obligations under clause 12.

15.3. This clause 15 shall survive termination or expiry of this Agreement, and shall apply whether or not an order is placed.

Schedule 1

The following are not included in the Works unless the Quotation expressly states otherwise:-

a) The making good of plasterwork, cosmetic surfaces, decorative finishes and the like other than damage caused by negligent or defective workmanship of the Contractor which shall be made good by the Contractor at no additional cost to the Customer

b) Working in or around contaminated ground

c) Large or unidentified obstructions encountered including reinforced concrete or rock

d) Any phasing of the Works unless agreed

e) Any works outside original scope

f) Cancelled works by third parties

g) Any alteration to the existing network’s pipework, cable(s), ducting or utility mains unless otherwise stated in the Quotation

h) Any possible diversion of any utility apparatus

i) Excavations, backfill and reinstatement, unless otherwise included in the Quotation

j) Any excessive de-watering

k) Any temporary works design, unless otherwise included in the Quotation. Should any design not be standard due to poor ground conditions additional costs will apply.

l) Any temporary building supplies (electricity, water etc)

m) Welfare Facilities

n) Electrical or control wiring works

o) Any building works required to facilitate the mechanical installations

p) Any waterproofing works required to facilitate the mechanical installations

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