“Agreement” means an agreement between 100% and the Customer for the provision of the Services;
“Customer” means the person or company entering into an Agreement with 100%;
“Force Majeure” means any occurrence beyond the control of the parties including (without limiting the foregoing) act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other industrial action or dispute;
“Order” means the Customer’s order for the provision of Services by 100% from time to time and any subsequent orders received by 100% from the Customer to which these Terms and Conditions shall apply;
“Services” means the provision of project management, store survey, installation, maintenance, merchandising, transport, storage, logistics and other related consultancy and advice including any goods or materials in connection therewith;
“Specified Services” means the Services to be supplied by 100% to the Customer pursuant to an Order.
Applicability These standard Terms and Conditions shall apply to each and every Agreement between 100% and the Customer to the exclusion of all other terms and conditions.
3.1 100% reserves the right to decline or to accept any Order.
3.2 100% may decline to accept any Order unless signed by a duly authorised person on behalf of the Customer.
3.3 No contract for any Order may be concluded on behalf of 100% by means of e-mail communication.
4.1 The Customer shall use all reasonable endeavours to ensure that unambiguous instructions are provided to 100% and that all such requests for instructions as may be made by 100% are dealt with promptly to enable 100% to meet any agreed deadlines or timescales.
4.2 Where changes to instruction affect the parameters upon which pricing has been agreed 100% shall reserve the right to revise its quotation accordingly.
5.1 The customer shall not be entitled to cancel any order after the same has been accepted by 100% save on terms expressly agreed by 100% in writing.
5.2 100% reserves the right to charge project management time following cancellation of full or part orders.
5.3 Fees for cancellation or postponement of services;
5.3.1 Five working days or less prior to commencement of works schedule; 25% of total cost of works
5.3.2 Seventy Two hours or less prior to commencement of works schedule; 50% of total cost of works
5.3.3 Twenty Four hours or less prior to commencement of works schedule; 100% of total cost of works
6.1 Through its electronic reporting system, 100% will provide proof of delivery of its activities including store surveys, installation, maintenance visits, and transport services.
6.2 Claims arising from loss, damage or faulty installation should be recorded on the proof of delivery form by the host retailer at the point of completion and/or by the customer within five working days or proof of delivery receipt.
6.3 Damage, defects or loss to one instalment of an order shall not entitle the customer to refuse or to cancel the remaining instalments of the order.
7.1 Installation workmanship shall be guaranteed for 4 weeks. If a fault occurs within 4 weeks of installation that is indisputably shown to be as a result of installation workmanship, 100% shall be liable for resolving the issue within 3 days of the fault being reported.
7.2 If subsequent investigation shows the fault to have been the result of the quality of the installation then this remedial work shall be at 100%’s cost. However, if subsequent investigation shows the fault to have been caused by other reasons, then charges will be made to the Customer.
7.3 If 100% or its nominated representatives damage any property in the location during or as a result of its installation, then it shall be liable for making good the damage.
8.1 100% shall take responsibility for equipment at the point of delivery into its own or sub-contractors warehouse(s).
8.2 100% shall cease to be liable for responsibility for the equipment following completion of installation or delivery to store.
8.3 The Customer shall provide 100% with the insurance values for all stock items to be held at 100% or its sub-contractors premises or vehicles so that the correct level of cover can be provided.
8.4 100% shall ensure that it and its sub-contractors hold appropriate levels of Public Liability and Business Insurance to operate and provide services offered.
Retention of Title.
9.1 All goods and materials supplied to the Customer by 100% and the copyright therein shall remain the property of 100% until such time as they have been paid for in full, all other goods and materials supplied by 100% to the Customer at any time have been paid for in full and there are no amounts due from the Customer to 100% on any account or in respect of any matter encumbered.
9.2 Title to and all intellectual property rights in any free of charge material supplied to any Customer by 100% shall remain with 100% unless otherwise agreed in writing.
9.3 100% shall be entitled to enter upon the premises of the Customer or any third party where goods or materials remaining the property of 100% shall be stored to repossess them at any time pending payment by the Customer to 100%.
10.1 Where 100% provides an estimate or quotation for work the effect is as follows:-
10.1.1 An estimate is 100%’s indication, made in good faith, of the likely charges for carrying out the work concerned based on the information supplied by the Customer at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on the part of 100% to carry out the Specified Services for that charge. 100% will inform the Customer promptly if it becomes apparent that 100%’s charges are likely to exceed any estimate provided.
10.1.2 A quotation is proposed by 100% to carry out specific work for a stated charge. If the Customer accepts that proposal it then becomes a contractual commitment on the part of 100%. If 100% carries out work in excess of the Specified Services this will be charged at 100%’s applicable current rates. 100% reserves the rights to make additional charges on the same basis for additional work arising from circumstances known to the Customer when the quotation was accepted but not disclosed to 100%. 100% may also pass on to the customer any rise in the costs occurring after a quotation has been given.
10.2 100% must ask the Customer, either at the commencement of work on the Specified Services or as it progresses to make a payment to 100% on account of 100%’s charges. 100% may invoice the Customer at periodic intervals as 100% considers appropriate before completion of the Specified Services.
10.3 Unless the Customer informs 100% to the contrary 100% will assume that it has authority to incur usual or necessary expenses and obligations to third parties in the ordinary course of the provision of the Services. 100% will in any event seek the Customer’s express agreement before incurring sums which are substantial in the context of the Services in question and 100%’s knowledge of the Customer’s circumstances. These items will be charged in addition to 100%’s charges.
10.4 Where applicable VAT will be added to all charges at the prevailing rate.
11.1 If 100% has agreed to grant the Customer credit facilities invoices shall be due and payable within thirty days of the date of invoice.
11.2 If no credit facilities have been agreed invoices shall be due and payable immediately.
11.3 In the case of late payment 100% reserves the right to charge interest at a daily rate equivalent to 4% over the base rate of Barclays Bank from time to time in force such interest shall accrue on the balance outstanding at such a rate after as well as before judgement.
Set-Off No claims arising out of or in respect of any agreement between 100% and the Customer shall excuse payment when due and no right of set-off shall exist in favour of the Customer.
13.1 Except as is expressly provided in this Agreement 100% shall have no liability whatsoever (whether in tort, contract or otherwise) toward the Customer except for liability for death or personal injury resulting from negligence.
13.2 100% shall not be liable to the Customer for any defect in workmanship or materials supplied to 100% either by the Customer or any third party to enable 100% to provide any Service or Specified Services or which materials might have been manufactured or produced either by the Customer or any third party in England Scotland or Wales in breach of current Health and Safety or Employment Legislation or Regulation or under equivalent legislation of their country of origin if so manufactured or produced outside England Scotland or Wales.
13.3 100% shall not be liable for the Customer’s loss of use, profits, contract, production or revenue or for increased cost of working or business interruption, however caused, arising out or in connection with the provision of the services, irrespective of whether such loss, increase, cost of working or business interruption is caused by the sole or concurrent negligence of 100% or the Customer, whether or not foreseeable at the date of the contract or by any other act or omission by 100%.
13.4 The Customer hereby indemnifies 100% against all or any liabilities arising from the infringement of copyright, design rights, trade marks or any other intellectual property rights of third parties by any material produced by 100% where the content of such material has been provided by the Customer or where the Customer has not notified 100% that it does not approve the content of such material.
14.1 If either party by reason of Force Majeure is rendered unable, wholly or in part to carry out obligations hereunder then upon notice of such Force Majeure to the other, given within 10 days after the party claiming relief becomes aware of the occurrence thereof, the obligations of the parties shall be suspended for the period during which such Force Majeure shall continue provided that the party affected:-
14.1.1 shall use all reasonable endeavours to minimise the effects of any such Force Majeure; and
14.1.2 shall not be released by reason of Force Majeure from any obligation to indemnify or make any payment due hereunder.
Variation 100% may vary the terms of this contract from time to time provided that the Customer is not prejudiced as a result thereof. 100% will provide at least 14 days notice of any variation.
16.1 The Customer shall not assign its rights under any contract with 100% without the express permission in writing by 100%.
16.2 100% may assign, sub-contract or sub-let any contract with the Customer or part thereof at any time.
Copyright and Confidentiality
17.1 Subject to 17.2 below copyright in these terms and conditions and in all documents, designs, text or other materials produced by or on behalf of 100% in connection with this agreement shall remain with 100%.
17.2 Subject to the provisions of clause 9 all Intellectual Property Rights in the context of the Specified Services, which are particular to the Customer shall vest in the Customer provided always that the Customer is not in default in any of its obligations under this Agreement.
17.3 Neither party shall, without the prior written consent of the other, disclose to any third party or otherwise make use of any confidential information which has come into its possession or which may in the course of this Agreement come into its possession relating to the other party, save that the Customer consents to 100% collecting and processing personal data relating to the Customer its officers employees or agents for arranging or managing the customer credit facilities including credit records overdue payments or the provision or administration of this Agreement or for development research or marketing of 100%’s business, or the transmission of any personal data collected for any of these purposes outside of the European Union for the purpose of data processing.
17.4 The obligations contained in this clause shall continue notwithstanding any termination of this Agreement.
18.1 If the Customer being an individual makes any formal or informal arrangement with creditors or becomes bankrupt, or being a company goes into liquidation, administration or administrative receivership or has a winding up petition presented or has a receiver of any of its assets appointed or ceases or threatens to cease carrying on business 100% shall be entitled to cancel any outstanding contract or suspend further deliveries without liability to the Customer and if goods have been delivered or services rendered and not paid for the full price shall become immediately due.
18.2 Similarly if the customer commits any breach of this Agreement or these Terms and Conditions this Agreement shall be terminated forthwith save that 100% shall be entitled to immediate payment for any outstanding unpaid order.
Waiver No indulgence shown by 100% to the Customer shall prevent 100% subsequently insisting upon its rights and remedies under this Agreement.
Notices Any notice given pursuant to this Agreement shall be in writing and may be served by personal delivery, electronic mail, facsimile transmission, pre-paid recorded delivery or registered post to the addressee at its registered office for the time being and shall be deemed to have been received:-a) in the case of personal delivery, facsimile transmission or electronic mail at the time of delivery or sending as appropriate; b) in the case of recorded delivery or registered post, 48 hours from the time of posting.
Dispute Resolution If the Customer is dissatisfied with any Services or wishes to make a complaint, this should be raised with the Account Manager concerned in the first instance. If the complaint remains unresolved after the discussion it should be referred to 100%’s Managing Director.
21.1 This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes and extinguishes any representations and understandings previously given or made, other than those contained herein, and no variation shall be effected unless contained in a written document which is dated and refers to this Agreement and its date, identifies the clause or clauses which are to be varied and has been signed by a 100% Director and countersigned by an authorised representative of the Customer.
21.2 Headings in this Agreement are inserted for convenience only and shall not affect the interpretation of any of its provisions.
21.3 This Agreement shall be construed and governed in all respects in accordance with the laws of England and any disputes or differences shall be subject to the exclusive jurisdiction of the English Courts.
21.4 If any provision of these Terms and Conditions is held by the English Courts to be invalid or unenforceable in whole or in part the validity of the remaining conditions shall not be affected.
21.5 Pursuant to Section 1(2)a of the Contracts (Right of Third Parties) Act 1999 none of these Terms and Conditions may be enforced by a Third Party.