Terms of service.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this document, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Contract) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

• Noted at invoice/ estimate stage

2. The Services will also include any other tasks which the Parties may agree on in writing. We as Contractors hereby agrees to provide such Services to the Client.

   TERM OF CONTRACT

3. The term of our Contracts (the "Term") will begin on the date stated on invoice and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Contract. The Term may be extended should there be extenuating circumstances and we as contractors will provide as much notice as possible should this occur.

4. In the event that either Party wishes to terminate this Contract prior to the completion of the Services, that Party will be required to provide 24hrs written notice to the other Party and full payment of estimated/ invoiced work will need to be made.

   PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.

   CURRENCY

6. Except as otherwise provided in this Contract, all monetary amounts referred to in this Contract are in GBP and all payments will be made to the account stated at invoice stage.

   PAYMENT

7. We, The Contractor will charge the Client a flat fee for the Services (the "Payment") noted at invoice stage for our services.

8. Deposit terms are stated at invoice stage.

9. Deposit payment signals acceptance of our business terms and conditions and acceptance of the Clients understanding of detail on estimates and/or invoices. All questions on details are to be voiced by client prior to deposit made.

10. For the remaining amount, the Contractor will invoice the Client as per the terms on the invoice.

11. Invoices submitted by the Contractor to the Client are due upon receipt.

12. In the event that this Contract is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to full payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

13. Payments include Value Added Tax.

14. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

15. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.

    REIMBURSEMENT OF EXPENSES

16. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

17. All expenses will be pre-approved by the Client.

    INTEREST ON LATE PAYMENTS

18. Interest payable on any overdue amounts under this Contract is charged at a rate of 10.00% for every 10 days overdue or at maximum rate enforceable under applicable legislation, whichever is lower.

    CONFIDENTIALITY

19. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

20. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Contract.

21. All written and oral information and material disclosed or provided by the Client to the Contractor under this Contract is Confidential Information regardless of whether it was provided before or after the date of this Contract or how it was provided to the Contractor.

    OWNERSHIP OF INTELLECTUAL PROPERTY

22. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Contract, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.

23. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

    RETURN OF PROPERTY

24. Upon the expiry or termination of this Contract, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

25. In the event that this Contract is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

    CAPACITY/INDEPENDENT CONTRACTOR

26. In providing the Services under this Contract it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Contract does not create a partnership or joint venture between them, and is exclusively a contract for service.

    RIGHT OF SUBSTITUTION

27. Except as otherwise provided in this Contract, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Contract and the Client will not hire or engage any third parties to assist with the provision of the Services. 

28. In the event that the Contractor hires a sub-contractor:
    

• the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Contract, the sub-contractor is an agent of the Contractor.

  AUTONOMY

29. Except as otherwise provided in this Contract, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Contract. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive and address any concerns of the client.

    EQUIPMENT

30. Except as otherwise provided at quotation stage, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

31. Waste management may be provided by third party contractors. Licences are regularly checked by group ownership.

    NO EXCLUSIVITY

32. The Parties acknowledge that all Contracts are non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

    NOTICE

33. All notices, requests, demands or other communications required or permitted by the terms of Contracts undertaken by J Forrest Group must be delivered in writing to the following address

    • J Förrest Group
      Coach House Cottage, Chawton, GU34 1SJ

    or to such other address as either Party may from time to time notify the other.

    INDEMNIFICATION

34. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with any Contract. This indemnification will survive the termination of any Contract.

    MODIFICATION OF CONTRACT

35. Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

    TIME OF THE ESSENCE

36. Time is of the essence in our Contract. No extension or variation of this Contract will operate as a waiver of this provision.

    ASSIGNMENT

37. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Contract without notifying the Client with seven days notice.

    ENTIRE AGREEMENT

38. It is agreed that there is no representation, warranty, collateral agreement or condition affecting our Contracts except as expressly provided at quotation stage.

    ENUREMENT

39. Our Contracts will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

    TITLES/HEADINGS

40. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting our contracts.

    GENDER

41. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

    GOVERNING LAW

42. This Contract will be governed by and construed in accordance with the laws of England.

    SEVERABILITY

43. In the event that any of the provisions of our contracts are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this our Contracts.

    WAIVER

44. The waiver by either Party of a breach, default, delay or omission of any of the provisions of our Contracts by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

    MATERIAL OWNERSHIP

45. All materials provided under contract remain in ownership to J Forrest Group final payment has been made as per the Invoice.

    INTELLECTUAL PROPERTY OWNERSHIP

46. Images, documentation and certification remains the property of J Forrest Group for taxation purposes as well as protection under all contracts. Images may be used for marketing purposes but will be vetted for privacy prior to use.

    LEGAL PROTECTION SERVICES

47. J Forrest Group proudly work directly with our partners at Stevens and Bolton. Should legal representation be required a member of our affiliated team will work on a behalf.

Updated 01.05.2018