TERMS AND CONDITIONS

Garden and Grounds Maintenance Services

BACKGROUND

These Terms and Conditions are the standard terms which apply to the provision of garden and grounds maintenance services by Hants & Dorset Gardening Services Limited (company no. 08645084) (the “Company”) to customers who require such services to be provided at their premises on a regular basis.

  1. Definitions and Interpretation 

    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreed Times”

means the times which You and We agree for Us to have access to the Property to provide the Services, as specified in the Agreement;

“Agreement”

means the contract into which You and We will enter if You accept the Quotation.  The Agreement will incorporate, and be subject to, these Terms and Conditions.  Our standard form of Agreement is attached as Schedule 1;

“Fees”

means the fees You are to pay for the Services, as referred to in clause 5 and in the Agreement;

“Operative”

means a person engaged by Us to carry out the Services;

“Order”

means Your initial request for Us to provide the Services, as set out in clause 2;

“Products”

means the products required for the provision of the Services which We will supply (if any) as specified in the Agreement;

“Property”

means the premises, as detailed in the Order and the Agreement, at which We are to provide the Services;

“Quotation”

means the quotation We give to You in accordance with clause 2 detailing the Services We will provide to You and the Fees We will charge;

“Service Period”

means each period of one calendar month during which We will provide the Services;

“Services”

means the garden and grounds maintenance and gritting services We will provide, as specified in the Agreement;

“Start Date”

means the date You and We agree on for Us to start providing the Services, as specified in the Agreement;

“Term”

means the term during which We will provide the Services, as specified in the Agreement;

“Visit”

means any occasion, scheduled or otherwise, on which Our Operative(s) visit the Property to provide the Services;

“We/Us/Our”

means the Company and includes all employees, agents and sub-contractors of the Company;

“You/Your”

means the company or business which is a customer of the Company.

  1. Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.

  2. The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.

  3. Words signifying the singular number will include the plural and vice versa.

  1. Information about Us

    1. We are a private limited company, registered in England & Wales with its registered office located at 23 Horsa Road, Bournemouth, Dorset BH6 3AL but Our main trading address is Building 287-288 Aviation Business Park, Christchurch, Dorset BH23 6NW where we trade under the name Hants & Dorset Garden Services and/or HDGS.

    2. Our VAT number is 206666113.

    3. You may contact Us by telephone at 01202 256788; by email at info@hdgs.co.uk; or by pre-paid post to the Managing Director, Hants & Dorset Gardening Services Limited at Our above trading address.  Notice to Us of any legal proceedings or similar action or the service of any legal process cannot be made by email.

  2. Orders

    1. We can receive Orders for Services via written invitation, by email and by telephone request.

    2. When submitting an Order, You should set out, in detail, the Services required.

    3. Once the Order is submitted, We will prepare a Quotation and send it to You either by email or by first class post.  The Quotation will set out the scope of the Services that We can provide and details of the Fees and is conditional upon acceptance of the terms in the Agreement.

    4. You may accept a Quotation by signing and dating a copy of it and returning it to Us, without any amendments unless agreed in writing, within 28 calendar days after the date We issue the Quotation.

    5. If You make changes to the Order, We will amend and re-issue the Quotation, and the previous Quotation will be deemed to have been withdrawn.

    6. When (but not before) You have returned the signed Quotation, a legally binding contract between You and Us will be created for Us to provide the Services and for You to pay for them.  We will then issue the signed Agreement and complete any blank spaces in the Agreement in accordance with the Quotation.

    7. In the event that You require or agree to Our commencing the provision of Services before You have returned the signed Quotation, the contract based on the Quotation will be created on the date that We commence the Services.

    8. You confirm and warrant that You are not a “Consumer” as defined by the Consumer Rights Act 2015.  In the event that a court of competent authority determines that You are a Consumer, these Terms and Conditions and this Agreement shall continue to have effect but shall be modified to the extent necessary to ensure compliance with the Consumer Rights Act 2015.

  3. Your Obligations

    1. If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, You must obtain them before We begin to provide the relevant part of the Services.

    2. You will ensure that Our Operatives can access the Property safely and with reasonable ease at the Agreed Times to provide the Services.

    3. If You do not provide the required access to the Property or make it impossible for Us to provide the Services by failing to comply with any other provision in this clause 4, and You do not have a good reason for this, We may invoice You for any additional charges incurred as a result.

    4. Where appropriate, You will ensure that Our Operatives have access to electrical outlets and a supply of running water.

  4. Fees and Payment

    1. Our Quotation for Services in Your Order will state Our Fees.  VAT will be chargeable. In addition, we will charge You for any Products supplied as part of Our provision of the Services. 

    2. If the price of Products increases between Your acceptance of the Quotation and Our purchase of the Products, We will inform You of the increase, and the Fees will be adjusted accordingly.  

    3. We will invoice You at the end of each Service Period, and You must pay each invoice within 30 calendar days of receiving it.  Interest and fees will be charged on late payment under the Late Payment of Commercials Debts (Interest) Act 1998 if not paid on the due date.

  5. Services and Products

    1. We will provide the Services with reasonable care and skill as set out in the accepted Quotation and in the Agreement. The Services will begin on the Start Date and will continue until the Agreement terminates in accordance with these Terms and Conditions. Any variation must be agreed in writing.

    2. Once the Products have been delivered to You, responsibility and risk will pass to You.  Ownership of the Products will remain with Us until they have been paid for in full.

    3. We will ensure that We comply with all relevant codes of practice and will properly dispose of all waste that results from provision of the Services.

    4. If work beyond the scope of the Services is required, before carrying out the work, We will first obtain Your consent to proceed and will add the costs of the work to the invoice for the Service Period in which the work takes place.

  6. Complaints

    1. If You believe that any of the Services or Products were sub-standard or not in accordance with the specification set out in the Agreement, You must give written notification to Us within seven calendar days of the date of completion of the Services in question or, at the very latest, within seven calendar days of point at which a reasonable person should have identified that the Services were sub-standard.  You should write to our operating address.

    2. If We accept the sub-standard Services or Products are Our responsibility, We will, at Our option, re-do the Services or provide alternative Products, or, if that is not practicable or possible, or the re-doing of the Services is unsuccessful, We will give You a full refund for the relevant part of the Services or Products.

    3. We will not bear responsibility where Services or Products are claimed by You to be sub-standard or not in accordance with the specification set out in the Agreement more than six months after the Services in question were performed or Products supplied.

    4. We will not bear responsibility where the defect in the Products has been caused deliberately or negligently by You, or as a result of Your failure to follow instructions given by Us or as included with the Product.

  7. Term and Termination

    1. The Agreement shall come into force on the Start Date and shall continue for the Term, subject to the provisions of this clause 8.  The Term may be extended, by agreement in writing.

    2. We may terminate the Agreement immediately by giving written notice to You:

      1. if any of the Fees are not paid by You within 28 calendar days of the due date for payment;

      2. if You commit any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fail to remedy it within 28 calendar days after being given written notice of the breach.

    3. You may terminate the Agreement immediately by giving written notice to Us if We commit any breach of the provisions of the Agreement and, if the breach is capable of remedy, fail to remedy it within 28 calendar days after being given written notice by You of the breach.

    4. Either party may terminate the Agreement immediately by giving written notice to the other party if:

      1. the other party becomes subject to any bankruptcy or insolvency procedure (including in the case of a company the appointment of a receiver, administrator or liquidator); or

      2. the other party ceases, or threatens to cease, to carry on business.

    5. The rights to terminate the Agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

    6. If at the termination date:

      1. You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You within 28 calendar days of the termination notice.  We may, however, deduct from such a refund (or charge You) reasonable compensation for the net costs We incurred as a result of Your breaching the Agreement;

      2. We have provided Services that You have not yet paid for, You agree to pay for such Services incurred and Products used.

    7. Any clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect.

    8. Termination will not affect any right to damages or other remedy which either You or We may have in respect of any breach of the Agreement which exist at or before the date of termination.

  8. Events Outside of Our Control (Force Majeure)

    1. We will not be liable for any failure or delay in performing Our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, epidemic, pandemic or other natural disaster, governmental directive that makes the performance of Our obligations not possible, or any other event that is beyond Our reasonable control.

    2. If any event described under this clause 9 occurs:

      1. We will inform You as soon as is reasonably possible;

      2. Our obligations under the Agreement will be suspended and any time limits that We are bound by will be extended accordingly;

      3. We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of the Services as necessary.

    3. If any event described under this clause 9 endures for longer than six months, the Agreement will terminate unless the parties agree in writing to the contrary.

  9. Liability

    1. We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence.  Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by You and Us when the Agreement is entered into.  We will not be responsible for any loss or damage that is not foreseeable.

    2. We will maintain reasonable, suitable and valid insurance including public liability insurance.

    3. We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

    4. If We cause any damage to the Property and such damage is brought to our notice, We will make good that damage at no additional cost to You.  We are not responsible for any pre-existing faults or damage in or to Your property that We may discover while providing the Services.

    5. We will not be liable for any loss or damage You suffer which results from Your failure to follow any reasonable instructions given by Us or Our Operatives or any failure to advise us of any potential issues of which We were not aware.

    6. Our maximum liability to You is limited as follows:

      1. in the case of any loss or damage that is insured by Us, the amount recoverable from Our insurers in respect of that loss or damage (although We will be responsible for incurring the amount of the excess or the deductible imposed by Our insurers);

      2. in the case of any other loss that You may incur, the amount equivalent to the Fees charged by Us or expected to be charged by Us for the Services performed or to be performed during the first six months of the Term or, where the Term is for less than six months, during the whole of the Term.

    7. Nothing in these Terms and Conditions is intended to or will limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.

  10. Data Protection

Where We hold personal data supplied by You, We shall ensure that the personal data is held and processed strictly in accordance with data protection legislation applicable in England and Wales.

  1. Other Important Terms

    1. We may from time to time change these Terms and Conditions without giving You notice, but We will use Our reasonable endeavours to inform You as soon as is reasonably possible of any such changes.

    2. We may assign Our obligations and rights under the Agreement to a third party.  If this occurs, We will inform You in writing.  Your rights under the Agreement will not be affected, and Our obligations under the Agreement will be transferred to the third party who will remain bound by them.

    3. You may not assign Your obligations and rights under the Agreement without Our express written permission (such permission not to be unreasonably withheld).

    4. The Agreement is between You and Us.  It is not intended to benefit any other person or third party in any way, and no such person or party will be entitled to enforce any provision of the Agreement.

    5. If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, such provision will be excluded, and the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question will not be affected.

    6. No failure or delay by Us or You in exercising any rights under the Agreement means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of the Agreement means that We or You will waive any subsequent breach of the same or any other provision.

  2. Disputes, Law and Jurisdiction

    1. In the event of any dispute between the parties arising out of or in connection with the Agreement, the parties shall enter into mediation in good faith to settle that dispute.  Mediation shall be undertaken in accordance with a commonly available commercial mediation procedure.  If the Parties do not agree upon the mediator or upon which procedure shall apply to the dispute, either party may apply to the President for the time being of the Law Society of England and Wales to appoint a mediator who in turn shall select a mediation procedure that he considers most appropriate for the dispute in question, provided that this provision shall not prevent Us from taking whatever action We consider necessary (including court proceedings) to obtain settlement of an unpaid invoice.

    2. These Terms and Conditions, the Agreement, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the laws of England and Wales. 

    3. Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, the Agreement, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.


SCHEDULE 1

SERVICE AGREEMENT

THIS AGREEMENT is made the day of .

BETWEEN:

  1. HANTS & DORSET GARDEN SERVICES LIMITED, a company registered in England and Wales under number 08645084 whose registered office is at 23 Horsa Road, Bournemouth, Dorset BH6 3AL (the “Company”); and

  2. [NAME OF CUSTOMER], a company registered in [England and Wales] under number [xxxxxxxx] whose registered office is at [ address ] (the “Customer”).

BACKGROUND:

  1. The Company provides garden and grounds maintenance services to business customers and has reasonable skill, knowledge and expertise in that field.

  2. The Customer wishes to engage the Company to provide the services specified below (the “Services”).

  3. The Company agrees to provide the Services to the Customer, subject to the attached Terms and Conditions and the terms of this Agreement.

IT IS AGREED as follows: 

  1. The Agreement

    1. This Agreement incorporates the attached Terms and Conditions.

    2. In this Agreement, words with initial capital letters have the same meaning as they have in the Terms and Conditions.

    3. A legally binding contract between You and Us will be created when You and We sign this Agreement.

    4. We confirm and You acknowledge that We have given or made available to You the following information (save for where such information is already apparent from the context of the transaction):

      1. the scope of the Services;

      2. Our identity and contact details;

      3. the Fees payable for the Services including taxes or, if the Fees cannot be calculated in advance, the manner in which they will be calculated;

      4. the arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;

      5. the duration of this Agreement, where applicable, or if this Agreement is of indeterminate duration or is to be extended automatically, the conditions for terminating it.

    5. You confirm and warrant that You are not a “Consumer” as defined by the Consumer Rights Act 2015.  In the event that a court of competent authority determines that You are a Consumer, these Terms and Conditions and this Agreement shall continue to have effect but shall be modified to the extent necessary to ensure compliance with the Consumer Rights Act 2015.

  2. The Services

    1. We will:

      1. begin to provide the Services on the Start Date of [Insert Date];

      2. the Term will be for a period of [Insert Period] from the Start Date, subject to extension in accordance with the Terms and Conditions;

      3. provide the Services during the Agreed Times of 8.00am to 4.30pm, Monday to Friday (other than Bank holidays) or such other times as You and We may agree in writing;

      4. provide the Services at the Property located at [Insert Address];

      5. perform the Services in accordance with the specification referred to in clause 2.2 below.

    2. The specification for the Services is attached.

    3. The Products We will supply as part of the Services are listed in the attached.

    4. You and We may agree in writing to vary the specification from time to time.

  3. Fees and Payment

    1. The Fees You will pay in return for the Services are as follows:

£ amount plus VAT payable monthly.