Terms & Conditions - ReadyJet Services

BACKGROUND

Readyjet Services Ltd (the “Service Provider”) provides concrete truck mixer drum cleaning services to business clients. These Terms and Conditions shall apply to the provision of Services by the Service Provider to its Clients.

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Client”	means the person, company or firm which the Service Provider supplies Services to;
“Client Equipment”	means the vehicles and other equipment of the Client which the Services are performed on;
“Contract”	means the contract between the Service Provider and the Client for the supply of Services in accordance with these Terms and Conditions, the Service Agreement, and the information supplied in the Order;
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Service Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Fees”	means any and all sums payable by the Client to the Service Provider under the terms of the Contract;
“Order”	means the Client’s order for the supply of Services, as set out in the Service Agreement with the Client or as otherwise agreed in writing with the Service Provider.
“Service Agreement”	means the Service Agreement entered into by the Service Provider and the Client setting out the specified information about the Services ordered by the Client;
“Services”	means the services supplied by the Service Provider to the Client as set out in the Service Agreement or as otherwise agreed in writing by the parties;
“Sites”	means the Service Provider’s operating locations at which the Services shall be provided;
“Site Rules”	means the rules and regulations from time to time relating to a Site which the Client is required to adhere at all times when on a Site;
“Terms and Conditions”	means these terms and conditions as amended from time to time.

Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 a reference to writing or written includes fax and email.
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
1.2.3 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Service Agreement, as appropriate; and
1.2.4 a "Party" or the "Parties" refer to the parties to the Service Agreement.
The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
References to persons shall include corporations.
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
1. Each Order constitutes an offer by the Client to purchase Services in accordance with these Terms and Conditions.
2. The Order shall only be deemed to be accepted when the Service Provider issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
3. Any drawings, descriptive matter or advertising issued by the Service Provider, and any descriptions or illustrations contained in the Service Provider’s catalogues 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.
4. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
5. Any quotation given by the Service Provider shall not constitute an offer, and is only valid for a period of 20 days from its date of issue.
6. The Client shall ensure that any person that signs a Service Agreement, or any other agreement or documentation on behalf of the Client in respect of the Services, is duly authorised by the Client to do so, and Client hereby acknowledges and agrees that the Service Provider is entitled to rely on any such person as being duly authorised by the Client without the need for the Service Provider to make any enquiry of the Client or any other person.
Appointments
1. The Client must follow the onscreen prompts to place their Order. The Client may only submit an Order using the method set out on the site.
2. The Service Provider’s order process allows the Client to check and amend any errors before submitting any Order to the Service Provider. The Client should check the Order carefully before confirming it. The Client is responsible for ensuring that any Order and any specification or other information submitted by it is complete and accurate.
3. The Services are only available by pre-booked appointment. You may book an appointment online at [LINK TO WEB ADDRESS] (Appointment).
4. The Client will be required to enter into a separate Service Agreement for each vehicle of the Client and in respect of each occasion the Client uses the Services.
5. When the Client books an Appointment, the Client will be required to pay the Fee in full, unless the Client has a prior account authorised by us.
6. The Service Provider will not reserve or guarantee any particular date and/or time slot which the Client requests for any Services unless and until the Client makes a booking for that appointment and pays the Fee in accordance with these Terms and Conditions.
7. If the Client is going to be late for an appointment, the Client should contact the Service Provider immediately. If the Client arrives later than 30 minutes after the scheduled time for an Appointment, the Service Provider will try to provide the Services which the Client has booked but if the Service Provider decides, in its absolute discretion, that it cannot, the Appointment will be treated as cancelled without notice by the Client and, the Service Provider shall, at its absolute discretion, be entitled to make a charge for that Appointment cancelled without notice, and sub-Clause 3.10 below will apply.
8. The Client may cancel an Appointment without charge by giving the Service Provider at least 24 hours prior notice of the cancellation, and if the Client does so the Service Provider will provide the Client with a full refund any amount paid by the Client in respect of that Appointment (including any deposit) in advance of the Appointment.
9. If the Client does not give the Service Provider at least 24 hours prior notice of cancellation of an Appointment, the Service Provider will be entitled to charge the Client for 50% of the full price of the Appointment. If the Client has paid in advance, without prejudice to any other remedies, the Service Provider will be entitled to deduct that amount from any sum (including any deposit) paid by the Client in advance (if any), and the Service Provider shall refund any balance (if any) to the Client.
10. If, due to exceptional circumstances including, illness, accidents and bereavement, the Service Provider cancels an Appointment without giving the Service Provider at least 24 hours prior notice, the Service Provider will consider the circumstances and decide whether it in its absolute discretion to waive any charge (in whole or part) for late cancellation that the Service Provider is otherwise entitled to make under Clauses 3.7 and 3.8.
11. The Service Provider may at any time before the start time of the Appointment cancel an Appointment in the following circumstances:
  3.11.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or
  3.11.2 An event, circumstance or cause outside of the reasonable control of the Service Provider, which prevents or delays the Service Provider from performing the Services, continues for more than 4 hours; If the Service Provider cancels an appointment in such circumstances the Service Provider will refund to the Client in full any deposit or other advance payment made by the Client for that Appointment.
12. Whilst the Service Provider will use reasonable endeavours to start the Services at the time booked for the Appointment, the start may be delayed by overrun of a previous appointment or by other circumstances. If a delay to the start of the Appointment is at least 30 minutes, or, if at any time before or after the Client arrives for an appointment the Service Provider notifies the Client that there will be a delay of at least 30 minutes, the Client may cancel the appointment and the Service Provider will refund to the Client in full any deposit or other advance payment that the Client has made to the Service Provider for that Appointment.
13. The Service Provider shall try to provide the Services at the time booked for the Appointment, any such times shall be estimates only and time shall not be of the essence for performance of the Services.
Provision of the Services
1. The Service Provider shall provide the Services to the Client in accordance with the Order in all material respects.
2. The Service Provider shall provide the Services with reasonable skill and care.
3. The Service Provider shall use reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any relate changes to the Fees that the Service Provider may in its absolute discretion charge the Client be due as a result of such changes.
4. The Service Provider reserves the right to amend the Order 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, and the Service Provider shall notify the Client in any such event.
Client’s Obligations
1. The Client must comply the Service Provider’s Site Rules at all times when it is on a Site, and otherwise comply with all applicable laws, including health and safety laws.
2. The Client will ensure that the Client Equipment is made ready for the Services, at least 15 minutes before the time of the Appointment, in accordance with any guidance or information provided, or otherwise made available, by the Service Provider to the Client in that respect, and otherwise in accordance with any instructions given by the Service Provider to the Client from time to time.
3. The Client will co-operate with the Service Provider in all matters relating to the Services.
4. The Client shall provide the Service Provider with all such information and materials as the Service Provider may reasonably require in order to provide the Services, and ensure that such information is, and remains, complete and accurate in all material respects.
5. In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to commence, continue with, or otherwise provide the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
6. The Service Provider’s cleaning process involves pressurised water at up to 20,000 pounds per square inch. It is the Client’s sole responsibility to ensure the Client’s Equipment is robust enough to withstand the cleaning process without incurring damage.
7. The Client will enable the Service Provider to access the Client Equipment at all times during which the Service Provider reasonably requires such access in order to provide the Services.
8. The Client will provide the Service Provider with detailed reports of any and all problems with the Services. Such reports shall be in the form provided by the Service Provider or, where no such form is specified, in such a form that clearly sets out all known details relating to the problem, such details to include any specifically requested by the Service Provider.
9. The Client will take all reasonable precautions to protect the health and safety of the Service Provider’s employees, agents and sub-contractors while on any of the Sites.
10. The Client may be required to operate the Equipment for the process and leave the Equipment running during the process but on no account shall the Client remain with the Equipment during the process for reasons of health and safety.
11. If the Service Provider’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
  5.11.1 without limiting or affecting any other right or remedy available to it, the Service Provider shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Service Provider’s performance of any of its obligations; and
  5.11.2 the Service Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Service Provider’s failure or delay to perform any of its obligations as set out in this Clause 5.11.
Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. The Service Provider has obtained insurance which in its opinion is appropriate to cover its liabilities under the Contract.
2. The restrictions on liability in this Clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  6.3.1 death or personal injury caused by negligence;
  6.3.2 fraud or fraudulent misrepresentation; and
  6.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4. The Service Provider 's total liability to the Client shall not exceed £2,000. The Service Provider's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
5. This clause 6.5 sets out the types of loss which are wholly excluded by the parties:
  6.5.1 Loss of profits;
  6.5.2 Loss of sales or business;
  6.5.3 Loss of agreements or contracts;
  6.5.4 Loss of anticipated savings;
  6.5.5 Loss of or damage to goodwill;
  6.5.6 Indirect or consequential loss;
  6.5.7 Sums paid by the Client to the Service Provider pursuant to the Contract, in respect of any Services not provided in accordance with the Contract;
  6.5.8 Wasted expenditure;
  6.5.9 Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract; and/or
  6.5.10 Losses incurred by the Client arising out of or in connection with any third-party claim against the Client which has been caused by the act or omission of the Service Provider. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Service Provider 's personnel, regulators and Clients of the Client.
6. The Service Provider shall have no liability for any damage to the Client’s Equipment due to the age or condition, drum weld fatigue, thickness or condition, or drum metal thickness of the Client’s Equipment or any other factor which is not directly caused by the Service Provider’s gross negligence.
7. No warranty or representation is given in respect the degree of cleanliness and or concrete removal in a given time period or at all.
8. Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 2 of the Supply of Goods and Services Act 1982) are excluded from the Contract to the fullest extent permitted by law.
9. Unless the Client notifies the Service Provider that it intends to make a claim in respect of an event within the notice period, the Service Provider shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10. The Client shall indemnify and keep indemnified the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) which is suffered or incurred by the Service Provider directly or indirectly in connection with, or as a result of any breach of the Contract by the Client or its agents or employees.
11. This clause 6 shall survive termination of the Contract.
Fees, Payment and Records
1. The Fees for the Services shall be calculated on a time basis, and the Fees shall be calculated in accordance with the Service Provider’s fee rates from time to time, as displayed on the Service Provider’s website at the time the Client submits any Order.
2. The Client will pay the Fee to the Service Provider in advance of the Appointment, unless the Client has a prior account authorised by the Service Provider (which will be subject to additional terms and conditions).
3. All sums specified in this Agreement are exclusive of any VAT unless expressly stated otherwise.
4. The Fees may change from time to time, but changes will not affect any Order that the Client has already placed.v
5. All payments required to be made pursuant to the Contract by the Client shall be made in British pounds sterling in cleared funds to such bank in United Kingdom as the Service Provider may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
6. Time for payment by the Client shall be of the essence.
Confidentiality
1. Each Party undertakes that, except as provided by sub-Clause 8.2 of this document or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 1 year after its termination:
  8.1.1 keep confidential all Confidential Information;
  8.1.2 not disclose any Confidential Information to any other party;
  8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Service Agreement;
  8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
  8.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of Clause 8.2 of these Terms and Conditions.
2. Either Party may:
  8.2.1 disclose any Confidential Information to:
  8.2.2 any of its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract;
  8.2.3 as may be required by law, court of competent jurisdiction or any governmental or regulatory authority.
3. The provisions of Clause 14 of these Terms and Conditions shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
4. The Client shall not use the Service Provider’s confidential information for any purpose other than to perform its obligations under the Contract.
5. Each party may share truck details including the truck registration number and date of service to key industry organisations for Quality Assurance purposes. These organisations may include the major company the truck hauls for and major projects the truck delivers to. No personal data will be shared.
Force Majeure
1. No Party to the Agreement shall 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.
Termination
1. Without affecting any other right or remedy available to it either Party may immediately terminate the Contract by giving written notice to the other Party if:
  10.1.1 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
  10.1.2 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
  10.1.3 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement); or
  10.1.4 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party.
2. The rights to terminate the Service Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
3. The Service Provider shall be entitled to immediately terminate the Contract in the event that:
  10.3.1 the Client fails to pay any amount due under the Contract on the due date for payment;
  10.3.2 the Client commits any breach of any of the provisions of the Contracts and, if the breach is capable of remedy, fails to remedy it within 20 days after being given written notice of the breach and requiring it to be remedied; and/or
  10.3.3 there is a change of control of the Client.
4. In the event of termination for default committed by the Client, all payments required under this Agreement shall become due and immediately payable.
5. Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Agreement shall survive termination under this Clause 10.
6. Without affecting any other right or remedy available to it, the Service Provider may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or the Service Provider reasonably believes that the Client is about to become subject to any of them.
Effects of Termination
1. Upon the termination of the Agreement for any reason:
  11.1.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
  11.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Service Agreement shall remain in full force and effect;
  11.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this document which existed at or before the date of termination;
  11.1.4 subject as provided in Clause 10 of this document and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
  11.1.5 each Party shall (except to the extent referred to in Clause 8 of this document) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
Assignment
Neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of the Contract without the prior written consent of the Service Provider.
Non-Exclusivity
The relationship between the Parties under this Agreement is and shall remain non-exclusive. Both Parties are free to enter into similar relationships with other parties.
No Waiver
A waiver 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. No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Contract into full force and effect.
Costs
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Contract.
Set-Off
The Client shall not be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Contract.
Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
Non-Solicitation
1. The Client must not attempt to procure services that are competitive with the Services from any of the Service Provider’s directors, employees or consultants, whether as an employee or on a freelance basis, during the period:
  19.1.1 that the Service Provider provides the Services to the Client; and
  19.1.2 for a period of six months following the date on which the Service Provider last provided Services to the Client.
Third Party Rights
Unless it expressly stated 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.
Notices
1. All notices under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
2. Notices shall be deemed to have been duly given:
  21.2.1 if delivered by courier or other messenger on signature of delivery receipt; or
  21.2.2 at the time of transmission, if transmitted by facsimile or e-mail or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause business hours means between 9.00am to 5.00pm on a Business Day; or
  21.2.3 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. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Entire Agreement
1. 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.
2. 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, 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.
3. Nothing in this clause shall limit or exclude any liability for fraud.
Counterparts
The Service Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
Severance
In the event that one or more of the provisions of the Contract is or becomes unlawful, invalid, illegal or otherwise 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.
Dispute Resolution
1. The Parties shall attempt to resolve any dispute arising out of or relating to the Contract through negotiations between their appointed representatives who have the authority to settle such disputes.
2. If negotiations under Clause 25.1 of this document do not resolve the matter within one month of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
3. If the ADR procedure under Clause 25.2 of this document does not resolve the matter within one month of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
4. The seat of the arbitration under Clause 25.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
5. Nothing in Clause 25 of this document shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
6. The decision and outcome of the final method of dispute resolution under Clause 25 of this document shall be final and binding on both Parties.
Law and Jurisdiction
1. The Contract and any dispute (including any non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.
2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

VERSON DATE: 22/04/2020