Terms and Conditions – Business to Consumer
1. Interpretation
1.1. In this Agreement, capitalised terms have the meaning given to them where they are first defined in this Agreement and in particular:
Additional Services: means services requested by the Client and delivered by the Provider (or its agents or contractors) that are in addition to the Services;
Business Days: means a day other than Saturday, Sunday and public holidays in England;
Goods: means any goods or products that the Provider provides as part of the Services;
Order: means the document headed Order and attached to these Terms and Conditions.
2. General
2.1. The terms of this Agreement apply to the supply of the Services and the supply of any Additional Services.
2.2. In the event of any inconsistency between the documents referred to in this Agreement, the following order of precedence shall apply: (1) Terms and Conditions; (2) Order.
2.3. This Agreement shall commence on the Commencement Date and shall end when: (1) the Services have been provided or (2) upon the Provider serving written notice of termination to the Client (‘The Term’).
3. Party obligations
3.1. Subject to the Client adhering to its obligations in this Agreement, the Provider shall perform the Services in accordance with the Specification.
3.2. The Client agrees that any dates provided by the Provider for the delivery of the Services or Additional Services are estimates only.
3.3. The Client shall cooperate with the Provider’s reasonable instructions in connection with the Services and Additional Services.
4. Fee
4.1. Subject to the receipt of an invoice, the Client shall pay the Provider the Fee.
4.2. The Fee stated in the Order includes VAT at the prevailing rate at the date of the Order. The Provider shall vary the Fee if the prevailing rate of VAT changes between the date of the Order and the date that the Services are provided.
4.3. All invoices are due for payment as stated in the Order, without any deduction, set-off or counterclaim.
4.4. If an invoice (or part of an invoice) remains unpaid after the due date for payment, the Provider shall charge:
4.4.1. interest at 8% above the current Bank of England base rate until the payment is made; and
4.4.2. an administration charge of £75 per hour for the time the Provider spends pursuing or collecting the outstanding debt.
5. Additional Services
5.1. Any Additional Services shall be subject to these Terms and Conditions and shall be charged by the Provider as agreed in writing, or in the absence of an agreement in writing, at the Provider’s current standard hourly rates.
6. Title
6.1. The Provider owns all Goods and title to the Goods shall not pass to the Client except for any Goods specifically used in connection with the provision of the Services or Additional Services.
7. Warranties & Liability
7.1. Nothing in this agreement shall exclude or in any way limit the Provider’s liability to the extent such liability may not be excluded or limited as a matter of law.
7.2. Subject to clause 7.1, the Provider shall only be liable to the Client for direct losses that the Client suffers and that are foreseeable and an obvious consequence of the Provider’s breach.
8. Recruitment of our employees or contractors
8.1. If the Client, directly or indirectly, engages any of the Provider’s employees, agents or contractors (except where the Client has instructed them through the Provider) the Client will pay the Provider an introduction fee. The introduction fee will be 30% of any payments made (directly or indirectly) to such employees, agents or contractors in the first year that they are engaged directly or indirectly by the Client and will be payable at the end of that first year.
9. Cancellation
9.1. The Client has the right to cancel the Order within 14 days without giving any reason (Cancellation Period). However, the Client does not have the right to cancel if the Client has requested the Provider to start providing the Services during the Cancellation Period.
9.2. The Cancellation Period will expire after 14 days from the date the Order is agreed.
9.3. To exercise the right to cancel, the Client must inform the Provider of the decision to cancel the Order by a clear statement (eg a letter sent by post or email) using the contact details at the top of this page. The Client may use the model cancellation form (as below):
Model cancellation form.
To: Dr.Schutz UK Limited, 5-11 Mortimer Street, London, W1T 3HS . I/We [*] hereby give notice that I/We [*] cancel my/our order for [*], Ordered on [*], [Name of consumer(s)], [Address of consumer(s),] [Signature of consumer(s), [Date] [*] Delete as appropriate
9.4. To meet the cancellation deadline, it is sufficient for the Client to send the communication concerning the exercise of the right to cancel before the Cancellation Period has expired.
9.5. The Provider will not start providing the Services during the Cancellation Period unless the Client has authorised the Provider to do so.
9.6. This means that if the Client has requested the Provider to start providing the Services during the Cancellation Period, the Client shall lose the right to cancel and will be required to pay the full price under the Order even if the Cancellation Period has not expired.
9.7. This does not affect the rights the Client has if the Services are faulty.
9.8. If the Client cancels the Order, the Provider will reimburse the Client all payments received unless the Client requested the Provider to start providing the Services during the cancellation period, in which case the Client must pay:
9.8.1. for the Services provided up to the time that the Client told the Provider that they wished to cancel the Order, which will be an amount in proportion to the services performed up to that point in comparison with the full price under this contract; or
9.8.2. the full price under the Order, if the Client lost their right to cancel the Order because the Services were fully performed (ie the work was completed) during the Cancellation Period.
9.9. The Provider will make the reimbursement without undue delay, and not later than 14 days after the day on which it is informed about the decision to cancel the Order.
9.10. The Provider will make the reimbursement using the same means of payment as used for the initial transaction.
10. General
10.1. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of the Provider at any time up to the date of termination.
10.2. No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of this Agreement.
10.3. The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
10.4. If any of the terms in this Agreement are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Agreement and the remaining provisions of the Agreement will otherwise remain in full force.
10.5. Any notices under this Agreement shall be sent to the addresses set out in the Order. They must be given by first class post and shall be deemed received within two Business Days after posting.
10.6. This Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.7. Governing Law – This Contract will be governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English Courts.