Terms and Conditions
These Terms of Business (hereinafter referred to as “this Agreement”) set out the terms and conditions on which we, EMAINTAIN LIMITED, (Company Number SC298890), undertake to attend your premises to provide reactive maintenance services (hereinafter referred to as “the Reactive Maintenance Services”) and set out the obligations and rights applying between ourselves and you. We are entitled to vary this Agreement at any time with effect from the date of written notice of any changes being notified to you. 1. Your responsibilities to us. 1.1 You undertake to ensure that we have reasonable access to all applicable documentation, information, premises and personnel (including any applicable third party suppliers) which we deem necessary to enable us to deliver the Reactive Maintenance Services. 2. Fees and Expenses 2.1 If you choose to have a quotation done for a piece of work this will be done free of charge. 2.2 If you choose to instruct eMaintain to carry out works for your business you will be charged the fixed price of the quotation or at the rates below if a quotation has not been done. 2.3 Our fee rates per call-out are as follows:- 2.3.1 £125 for the first four hours from the time of arrival at your premises; 2.3.2 £125 for each subsequent four hour period or part thereof. 2.4 The fee rates exclude all parts and materials (hereinafter referred to as “expenses”) which are payable in addition. 2.5 After each call-out an invoice detailing our fee and/or expenses will be rendered to your office. 2.6 All invoices are for immediate settlement. 2.7 VAT where applicable will be added to fees and/or expenses 2.8 We reserve the right to charge interest for late payment of any sums due to us at the rate of two per centum (2%) above the Royal Bank of Scotland plc base rate. Notwithstanding the foregoing, we reserve the right to charge interest in accordance with the provisions of the Late Payment of Commercial Debt (Interest) Act 1998 or any amendment or re-enactment thereof. 2.9 Where fees and/or expenses are recoverable from a third party you will remain ultimately responsible for payment of these. 2.10 In the event of any non-payment of our fees and/or expenses, we reserve the right to suspend our supply of services to you. 2.11 If we cease to work for you, you will remain responsible for paying us for work done up to that point and for reimbursing any expenses incurred. 3. Disruption/Delay at your premises 3.1 If our provision of the Reactive Maintenance Services is disrupted or delayed due to a disruption or delay for which we are not responsible, we reserve the right to charge for the time we are in attendance at your premises. 4. Insurance 4.1 We have and undertake to keep in place appropriate Public/Products Liability insurance and Employer's Liability insurance. 5. Liability, exclusion and limitation 5.1 Neither party seeks to limit any liability which it may have arising out of or in connection with this Agreement in respect of death or personal injury caused through neglect or fraudulent misrepresentation. 5.2 In no event shall we be liable to you arising out of or in connection with this Agreement for any loss of contracts, profits, goodwill, anticipated savings, revenue, business, operation time, stoppage of work or any other indirect, special or consequential loss. 5.3 Except pursuant to Clause 5.1 our total liability for any loss by you in respect of any one event or series of connected events shall not exceed £1,000. 6. Amendments 6.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties hereto. 7. Termination 7.1 This Agreement, subject to the following provisions, shall continue until terminated in writing by one party giving three months' notice, in writing, to the other party. The notice must be sent by recorded delivery post to the other party. Notices to AGM Maintenance Limited should be sent to the address set out in Clause 7.1.1 below, or to such other address as AGM Maintenance Limited may from time to time notify you. 7.1.1 eMaintain Limited Address: 272 Bath Street, Glasgow, G2 4JR Marked: For the attention of: "The Managing Director". 7.1.2 Notices sent as above will be deemed to have been received two working days after the day of posting. 7.2 This Agreement may be terminated by either party if the other party:- 7.2.1 Commits a material breach of this Agreement and, if the breach is capable of being remedied, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied; or 7.2.2 Goes into liquidation or administration, has a receiver appointed over any of its assets or makes a voluntary arrangement or composition with its creditors (in each case, within the meaning of the Insolvency Act 1986). For the purposes of Clause 7.2.1, a breach of any provision of this Agreement shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence). 7.3 No time or indulgence granted by either party shall be considered a waiver of any provision by that party, and no waiver by either party of a breach of this Agreement shall be considered a waiver of any subsequent breach of the same or any other provision. 7.4 The termination of this Agreement for any reason shall not affect any accrued right or liability of either party arising under this Agreement and shall not affect any other right or remedy of either party. 8. Survival of obligations 8.1 Each and every right and obligation of the parties under this Agreement shall, except insofar as fully performed, continue in full force and effect. 8.2 Any provision of this Agreement which is expressed or intended to have effect, or to continue in force after, the termination of this Agreement shall have such effect, or, as the case may be, continue in force, after such termination. 9. Severance 9.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction that shall not effect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. 9.2 If any provision is or becomes illegal, invalid or unenforceable in an jurisdiction but would be legal, valid and enforceable if some part of the provision were deleted or modified, the provision in question shall apply in that jurisdiction with such modification(s) as may be necessary to make it valid. 9.3 The parties agree, in the circumstances referred to above in Clause 9.1 and if Clause 9.2 does not apply, to attempt to substitute for any such illegal, invalid or unenforceable provision a legal, valid and enforceable provision for which it achieved to the same effect as would have been achieved by the illegal, invalid or unenforceable provision. 10. Governing law and jurisdiction 10.1 This Agreement shall be governed by and construed in all respects in accordance with Scots law and each of the parties hereto hereby prorogates to the non-exclusive jurisdiction of the Scottish Courts as regards any claims or matters arising hereunder.
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