DELDERS DOGS TERMS AND CONDITIONS
The definitions and rules of interpretation in this clause 1 apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8.
Contract: the contract between Delders Dogs and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm whose name and address is set out on the Welcome Form.
Delders Dogs: Adam Delderfield T/A Delders Dogs of [16 Holmewood Furzton Milton Keynes MK4 1AR].
Dog: means the dog specified in the Welcome Form and such other Dog as the Customer may instruct Delders Dogs to supply Services in respect of from time to time;
Equipment: means all equipment and materials provided by Delders Dogs.
House Rules: means the house rules prescribed by Delders Dogs as updated and amended from time to time.
Services: the services, supplied by Delders Dogs to the Customer as set out in the Welcome Form.
Start Date: the date upon which commencement of the Services is to be provided as specified in the Welcome Form or as agreed between the parties in writing from time to time;
Welcome Form: the Welcome Form overleaf signed by the Customer and for and on behalf of Delders Dogs.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
- Basis of contract
- The Welcome Form constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
- The offer in the Welcome Form shall be deemed to be accepted when Delders Dogs issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
- Any descriptive matter or advertising issued by Delders Dogs, and any descriptions or illustrations contained in Delders Dogs's catalogues, website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the contract or have any contractual force.
- These Conditions apply to the contract 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.
- Any quotation given by Delders Dogs shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
- Supply of Services
- Delders Dogs shall supply the Services to the Customer as specified in the Welcome Form.
- Delders Dogs shall use all reasonable endeavours to meet any performance dates agreed between the parties from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Delders Dogs retains the right to vary any of the performance dates on not less than 24 hours notice to the Customer including but not limited to the Start Date.
- Delders Dogs reserves the right to vary the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.
- Delders Dogs warrants to the Customer that the Services will be provided using reasonable care and skill. However, nothing in these terms and conditions shall be construed as to a guarantee or warranty as to the outcome of the provision of the Services which the Customer hereby acknowledges shall be entirely dependent upon the Customer and the Dog’s responsiveness to the Services which is beyond the reasonable control of Delders Dogs.
- Customer's obligations
- The Customer shall:
- co-operate with Delders Dogs in all matters relating to the Services;
- provide Delders Dogs, its employees and subcontractors, with access to the Customer's premises as reasonably required in order to provide the Services;
- provide Delders Dogs with such information and materials as Delders Dogs may reasonably require in order to supply the Services;
- comply with all applicable laws, including health and safety laws and the House Rules and such instructions as issued by Delders Dogs from time to time;
- keep Equipment in safe custody at its own risk, in good condition until returned to Delders Dogs, and not dispose of or use the Equipment other than in accordance with Delders Dogs's written instructions or authorisation;
- remain responsible for the behaviour of the Dog at all times.
- If Delders Dogs's performance of any of its obligations under this contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
- without limiting or affecting any other right or remedy available to it, Delders Dogs shall have the right to suspend performance of the Services with immediate effect until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Delders Dogs's performance of any of its obligations;
- Delders Dogs shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Delders Dogs's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- the Customer shall reimburse Delders Dogs on written demand for any costs or losses sustained or incurred by Delders Dogs arising directly or indirectly from the Customer Default.
- The Customer warrants to Delders Dogs that all information contained within the Welcome Form and supplied by the Customer to Delders Dogs from time to time is true, accurate, complete and not misleading.
- The Customer shall:
- Charges and payment
- The Charges for the Services shall be those set out on the Welcome Form.
- Delders Dogs shall be entitled to charge the Customer for any expenses reasonably incurred in connection with the Services including but not limited to:
- travel expenses and hotel costs where the Services are required by the Customer outside of a 5 mile radius of central Milton Keynes;
- the cost of any materials or equipment specifically requested by the Customer (“Additional Equipment”).
- Where the Services are ongoing, Delders Dogs reserves the right to increase the Charges on 1 April each year.
- Delders Dogs shall invoice the Customer on signing of the Welcome Form.
- Unless otherwise agreed, in writing, The Customer shall pay each invoice submitted by Delders Dogs on the earlier of:
- 10 days of the date of the invoice; and
- 2 days prior to the Start Date, and
time for payment shall be of the essence of the Contract.
- Where specified on the invoice, all amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Delders Dogs to the Customer, the Customer shall, on receipt of a valid VAT invoice from Delders Dogs, pay to Delders Dogs such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Customer fails to make a payment due to Delders Dogs under the Contract by the due date, then, without limiting Delders Dogs's remedies under clause 8:
- Delders Dogs shall reserve the right to refuse to provide the Services until payment has been received which may include refusal of entry into any classes to be provided; and
- the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual Property and Data
- All intellectual property rights including any logos, know-how, models and designs in or arising out of or in connection with the Services shall be owned by Delders Dogs.
- Delders Dogs shall comply with all applicable requirements of all regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including without limitation the Data Protection Act 2018 or any successor legislation and, for so long as the law of the European Union has any legal effect in the UK, the General Data Protection Regulations (EU 2016/679).
- Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Delders Dogs has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5 Million per claim. The limits and exclusions in this clause reflect the insurance cover Delders Dogs has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence of Delders Dogs;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 7.2, Delders Dogs's total liability to the Customer shall not exceed the aggregate amount actually received by Delders Dogs from the Customer for the Services. Delders Dogs's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
- The Customer hereby acknowledges that they are solely responsible for their own Dog including but not limited to its behaviour and any vaccinations and immunisations required and hereby agrees to hold harmless and indemnify Delders Dogs in respect of the actions of the Dog and any damage or harm that it may cause including personal injury caused to Delders Dogs or any other person.
- Unless the Customer notifies Delders Dogs in writing that it intends to make a claim (identifying in reasonable detail the nature of the claim) within 3 months of becoming aware, or when it ought reasonably have become aware, of the event relating to the claim having occurred, Delders Dogs shall have no liability for that event.
- This clause 7 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party:
- 2 weeks’ written notice prior to the Start Date in the case of any classes to be supplied by the Supplier;
- 24 hours written notice prior to the Start Date in respect of any one to one sessions to be supplied as a part of the Services.
- Delders Dogs retains the right to cancel any classes or one to one sessions or re-schedule any of the Services from time to time on not less than 24 hours Written Notice.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 2 days of that party being notified in writing to do so;
- the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
- the other party dies or is incapacitated.
- Without affecting any other right or remedy available to it, Delders Dogs may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party:
- Consequences of termination
- On termination of the Contract:
- the Customer shall return all of the Equipment. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
- the Customer shall continue to be liable for the Charges if termination or cancellation is less than the notice period specified in clause 8 above;
- the Customer shall be liable for the Charges in full in respect of any services which have been commenced by Delders Dogs including but not limited to the full course of classes if the Customer is unable to make a class or withdraws part-way through the course.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- On termination of the Contract:
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Welcome Form.
- Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
- if sent email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Delders Dogs may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or supplier of the other party except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and a wavier of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.