Terms & Conditions:

1. Boilers N Bathrooms LTD, a company registered in England under number 16724232, whose registered office address is at Surestore, Ninth Avenue, Burton On Trent, DE13 9RD (“the Company”)

The Company provides various plumbing services to its Clients.  The Sub-Contractor has reasonable skill, knowledge, qualifications and experience in the field of plumbing services and wishes to offer these services to the Company. 

In reliance upon such skill, knowledge, qualifications and experience, the Company wishes to engage the Sub-Contractor to provide certain parts of the services to its Client(s) on its behalf, as described in this Agreement.

The Sub-Contractor wishes to accept this engagement and will provide the agreed services to the Client(s) on behalf of the Company subject to, and in accordance with, the terms and conditions of this Agreement.

IT IS AGREED as follows: 

1. Definitions and Interpretation:  In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Client” means any client of the Company’s;

“Services” means the services to be provided by the Sub-Contractor to the Company as set out in this Agreement.

1. Unless the context otherwise requires, each reference in this Agreement to:

   1. “we”, “us” and “our” is a reference to the Company and includes our employees;

   2. “you” and “your” is a reference to the Sub-Contractor and includes your employees;

   3. “writing” and “written” includes emails;

   4. a statute or a provision of a statute includes any relevant amendments or re-enactments of that statute;

   5. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

   6. a Schedule is a schedule to this Agreement; 

   7. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

   8. a "Party" or the "Parties" refer to the parties to this Agreement.

2. The headings used in this Agreement are for convenience only and will have no effect upon its interpretation.  Words imparting the singular number will include the plural and vice versa.  References to any gender will include the other gender.  References to persons will include corporations.

1. Engagement of Sub-Contractor

   1. We engage you to provide the Services throughout the term of this Agreement, in accordance with these terms and conditions.

   2. The Agreement will commence with effect from the date stated above and will continue until it is terminated in accordance with clause 14.  

   3. This Agreement will apply as the binding and entire contract between the Parties and any other terms and conditions, including any terms and conditions of yours, are expressly excluded.

1. Sub-Contractor’s Obligations

   1. You agree to perform the Services at any such location as we may specify and will use reasonable endeavours to comply with any programme dates we may provide to you.  These programme dates are intended as a guide only, however we shall not be liable for extra payment should any job not be completed in the necessary time.  The number of hours or days to be spent on the Services will be agreed between you and us on an individual project basis.  Should you choose not to accept any project as part of the Services, you must give the Company 30 days’ notice of this. 

   2. The engagement under this Agreement is mutually non-exclusive and you are entitled, at your own expense, to substitute or employ another worker with the necessary skills and experience, and who is acceptable to us, to perform the Services.  In any event, you agree to provide such a substitute where the provision of the Services is likely to be delayed by illness, incapacity or otherwise.

   3. You are responsible for the quality of the Services provided and you must ensure that all work is performed with reasonable care and skill.  You are wholly responsible for ensuring that anyone authorised by you to perform all or any part of the Services will also do so competently and with reasonable care and skill. 

   4. Your activities and those of your substitutes or employees are at all times under your exclusive direction and control.  Subject to the provisions of clause 3.1, you will at all times be responsible for organising how and in what order the Services are to be carried out.

   5. You will use your own equipment, materials and resources to carry out the Services.  However, when working with any Client of ours, you will not wear branded workwear or distribute any literature or information bearing any logo other than our logo, unless otherwise agreed.  

   6. Any products and tools are only to be left at a Client’s premises if permission is granted by us and/or the Client and in any event, you must not use new products (i.e. showers and baths etc.) for storage purposes.  It is your responsibility to check any products required for the Services for damage or shortages once they are delivered or collected from the supplier.  If the products are later discovered to be damaged or missing, and this should have been apparent on reasonable inspection, it will be your responsibility to replace such products at your cost.

   7. It is your responsibility to maintain and wear for the provision of all Services the correct safety equipment including, but not limited to, safety boots, hard hat and high visibility clothing.  In addition, you are required to provide and use adequate dust sheets when working with any Client.  

   8. You will comply at all times with the Code of Conduct as detailed in Schedule 2.

   9. You will at all times make your best and reasonable endeavours to promote the best interests of the Company and to deliver a high standard of service.

   10. You must only carry out Services for which you are qualified.  Evidence of your up-to-date qualifications will be required upon entering into this Agreement.

   11. We will have the right to audit the Services carried out by you, without notice.  You are responsible for rectifying any unsatisfactory work as soon as reasonably possible and at your own expense.

   12. In the event that you fail to complete the Services by the agreed date, or fail to rectify any unsatisfactory work in accordance with clause 3.11, we will be entitled to employ an alternative sub-contractor to complete the Services and in this event, will deduct (or where paid, will invoice you to reclaim) the cost of the alternative sub-contractor from any fees due.  

   13. If the use of a Company vehicle is authorised, this will be in return for the payment of a monthly fee to us, as detailed in Schedule 1, where applicable.  You will be responsible for maintaining and submitting to the Company your driving licence and insurance details.  Should any details regarding your driving or insurances change, you must inform us in writing immediately of these changes.  You must take reasonable care of the Company vehicle, and drive in such a way that does not bring the Company into disrepute.  Usage is to be for business purposes only.  Company vehicles will be insured by the Company, however, in the case of any claim being made on the Company’s insurance where the Sub-Contractor is deemed to be at fault, the Sub-Contractor will be liable to pay the insurance excess.

1. Company’s Obligations

   1. We will ensure that you have access to the agreed site(s) on the agreed date(s) and time(s).  

   2. We will provide you with a job sheet detailing the Services to be provided for each project.  You are required to complete the Services to the specification, cost and timescales as laid out in the relevant job sheet.

   3. We will use reasonable endeavours to provide any other information to you as may be necessary for you to carry out the Services.

   4. We will use all reasonable endeavours to inform you of all health and safety rules and regulations that apply at the site location, either verbally or in writing.  You will comply with all applicable health and safety standards and will report any unsafe working conditions or practices to us promptly.

1. Fees and Payment

   1. We will agree a fixed fee, hourly or day rate with you, prior to each project commencing which is outlined above.  

   2. You are required to submit a weekly invoice to us and payment will be made within 30 days from receipt of your invoice, provided you have complied with your obligations as detailed in clause 3.

   3. No further payment will be made to you for the Services over and above the entitlement set out in clause 5.1 and, unless otherwise expressly agreed by us in writing, no payment will be made to you for any expenses incurred by you in completing the Services.  If we do authorise the payment of any expenses, these will only be refunded upon the provision of a valid VAT receipt.

   4. Any variations to this Agreement must be agreed in writing by us before being acted upon by you.  Payment for agreed variations will be made in accordance with clause 5.2 above.

1. Status of the Sub-Contractor

   1. Your relation to the Company is that of an independent contractor.  As an independent contractor, you will have no entitlement to annual leave, holiday pay or Statutory Sick Pay.

   2. You are responsible for all taxes and contributions (including, but not limited to, income tax, national insurance and VAT, where applicable) in respect of the sums payable under this Agreement and you agree to indemnify us for any claims that may be made by the relevant authorities against us in respect of any such taxes and/or contributions, including interest and penalties, arising out of the Services as provided by you under this Agreement.  

   3. Your engagement and appointment under this Agreement does not create any mutual obligations on our part or your part to offer or accept any further engagement(s) and no continuing relationship will be created or implied.

   4. Nothing in this Agreement will be deemed to create any partnership, joint venture or employment relationships between the parties.

1. Insurance:  Unless otherwise agreed by us in writing, you are required, throughout the provision of the Services and for a minimum of 1 year after termination of this Agreement, to hold Public Liability Insurance with a minimum indemnity limit of £2 million.  

1. Indemnity:  You represent, warrant, undertake, and agree as follows:

   1. you will not enter into any agreement or arrangement which might conflict with our rights under this Agreement or might interfere with the performance of your obligations under this Agreement; and

   2. you undertake to indemnify us and keep us fully indemnified at all times from and against all actions, proceedings, claims, demands, costs, awards or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by you of any of your undertakings, warranties, or obligations under this Agreement. 

1. Warranty

   1. You guarantee that, with the exception of normal wear and tear, your workmanship for any Services provided by you will be free from any and all defects for a period of 12 months following completion of the Services.  

   2. If any defects appear during the period specified in clause 9.1, you will be required to return to resolve the issue at no cost within 7 days of our notification to you of the fault.  

   3. If you deem the issue to be caused by anything other than your workmanship, please advise us immediately so we can investigate.  Upon investigation, if we then discover the fault to be due to your workmanship, you will be required to rectify the work at no cost.  

   4. Any issue under this clause 9 that cannot be resolved by negotiation between you and us will be referred for resolution in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.  The decision and outcome of the final method of dispute resolution under this clause 9.4 will be final and binding on both parties.

1. Non-Competition and Non-Solicitation

   1. You will not, during the course of provision of the Services or for a period of 6 months following the termination or expiry of this Agreement:

      1. engage with, contact or be employed directly or indirectly by any Client of ours to whom the Services have been provided by you;

      2. directly or indirectly accept or solicit the custom of any person, firm or company to whom the Services have been provided by you, or divert or seek to divert any custom from us; or

      3. solicit, interfere with or endeavour to entice away or employ any employee of ours or any employee of the Client. 

   2. We may, at our discretion, agree to waive this restriction entirely or on an individual basis upon receipt of a written request from you.

1. Confidentiality

   1. Both parties recognise that throughout the provision of the Services, certain information will be shared, which may be confidential, commercially valuable, sensitive and/or personal.   This includes, but is not limited to, any information concerning either Party or the Client relating to their business methods, plans, systems, finances or projects, trade secrets, products or services, or any other information which is expressly described as confidential.

   2. Both parties undertake that they will not use any confidential information provided by the other party, other than to perform their obligations under this Agreement, and will not circulate it to any third party unless required by law, by any court order or unless so authorised by the other party in writing.  The provisions of this clause 11 will continue in force, notwithstanding the termination of this Agreement for any reason.

1. Data Protection:  Both Parties agree to comply with the provisions of the Data Protection Act 1998 together with any other relevant data protection legislation from time to time in force, including any subsequent amendments to it.

1. Events Outside of our Control (Force Majeure):  Neither Party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

1. Termination

   1. This Agreement can be terminated in the following circumstances:

      1. By either party giving the other 30 days’ written notice of termination;

      2. If the Client cancels, suspends or postpones their contract with us.  In the event of termination under this clause 14.1.2, you will only receive payment for Services completed as at the date of termination;

      3. If you commit an act which brings or could bring us or our Client into disrepute;

      4. If, in our reasonable opinion, you are negligent and/or incompetent in the performance of the Services;

      5. If either Party breaches or fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 7 days of written notice of such failure from the other party; or

      6. If either party goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

   2. For the purposes of clause 14.1.5, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

   3. Termination of this Agreement will not affect any rights which have already accrued to either of the parties under this Agreement.  All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement, will remain in full force and effect.

1. Miscellaneous

   1. This Agreement is personal to the parties and neither party may assign, mortgage, charge or sub-license any of its rights under this Agreement, or sub-contract or otherwise delegate any of its obligations under this Agreement, except with the written consent of the other party, such consent not to be unreasonably withheld.

   2. This Agreement contains the entire agreement between you and us and supersedes any prior agreement between you and us, whether written or oral.  

   3. Each party acknowledges that it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

   4. No failure or delay by either party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.

   5. The parties agree that if one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of this Agreement.  The remainder of this Agreement will be valid and enforceable.

   6. All notices are to be in writing, addressed to the most recent address or email address notified to the other Party and will be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

1. Governing Law and Jurisdiction:  This Agreement (including any non-contractual matters and obligations arising from it or associated with it) will be governed by, and construed in accordance with, the laws of England and Wales and any dispute, controversy, proceedings or claim between the parties will fall within the exclusive jurisdiction of the courts of England and Wales.

This Agreement has been duly executed on the date stated above.

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