Terms and Conditions

TERMS AND CONDITIONS

FACILITIES MANAGEMENT & MAINTENANCE SERVICES

1. INTERPRETATION AND DEFINITIONS
2. 1. In these Conditions:

• "Agent" means any managing agent, property manager, representative, or third-party agent acting or purporting to act on behalf of the Client.
• "Client" means the person, firm, property owner, landlord, or company purchasing Services from the Contractor, or on whose behalf an Agent instructs the Contractor.
• "Contractor" means Novex Facilities Management, Company Registration Number 13311587, having its registered office at Suite 5b, Maclaren House Talbot Road, Stretford, Manchester, England, M32 0FP. 
• "Contract" means the agreement between the Contractor and the Client (or Agent acting on the Client's behalf) for the provision of Services, comprising the Order/Proposal and these Conditions.
• "Services" means the facilities management, maintenance, repair, inspection, or consultancy services specified in the Order.
• "Premises" means the location(s) where the Services are to be performed as set out in the Order.
• "Normal Working Hours" means 09:00 to 17:00, Monday to Friday, excluding UK Public and Bank Holidays, unless otherwise agreed in writing.

1. BASIS OF CONTRACT & MANAGING AGENT AUTHORITY
2. 1. The Order constitutes an offer to purchase Services in accordance with these Conditions.
   2. Formation of Contract: The Contract comes into existence upon the occurrence of whichever of the following first occurs:

• The Contractor issuing written acceptance of the Order;
• The Client or Agent issuing written or oral instructions to proceed with the Services; or
• The Contractor commencing performance of the Services.

1. 1. These Conditions supersede of any other terms that the Client or Agent seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
   2. Managing Agent Warranty & Authority: Where an Agent issues written or oral instructions, approves works, or enters into a Contract with the Contractor on behalf of a third-party Client:

• The Agent expressly warrants and represents that it has full express authority from the Client to bind the Client to this Contract and authorise the specified works and associated costs.
• The Agent expressly warrants and confirms that it has verified and can confirm that the Client possesses the full financial means and allocated budget to pay all invoices arising under the Contract within the agreed payment terms set out in Clause 5.

1. 1. Agent Responsibility for Misleading Statements: If an Agent instructs the Contractor (whether orally or in writing) without valid express authority, or makes any false, negligent, or misleading statements regarding the Client's identity, authority, or financial means to pay:

• The Agent shall be liable to the Contractor as a principal contracting party.
• The Agent agrees to fully indemnify and hold harmless the Contractor against all losses, damages, costs, expenses, abortive work costs, administrative expenses, legal fees, statutory late payment interest, and debt recovery compensation incurred by the Contractor as a result of relying on such instructions or representations.

1. SERVICES AND SERVICE LEVELS
2. 1. The Contractor shall supply the Services using reasonable skill, care, and diligence in accordance with good industry practice and relevant UK legislation (including health and safety standards).
   2. Planned Preventative Maintenance (PPM): PPM services shall be carried out at intervals agreed upon in the Order. The Contractor, the Client or the Agent reserves the right to alter scheduled visit dates by giving reasonable notice.
   3. Reactive / Emergency Call-Outs: Response times specified in any Service Level Agreement (SLA) are target response times only and start from the time the call-out request is acknowledged in writing by the Contractor.
   4. The Contractor reserves the right to make changes to the Services if necessary to comply with applicable law or safety requirements, provided such changes do not materially affect the nature or quality of the Services.

1. CLIENT AND AGENT OBLIGATIONS
2. 1. The Client and/or the Agent instructing the order shall:

• Ensure that the terms of the Order and any relevant specifications are complete and accurate.
• Provide the Contractor, its employees, agents, and subcontractors with full, safe, and unhindered access to the Premises and facilities as required to perform the Services.
• Provide clean, safe working conditions, including adequate power, water, lighting, and ventilation.
• Inform the Contractor prior to the commencement of Services of any known hazards, safety risks, or dangerous materials (including asbestos) present at the Premises.
• Obtain and maintain all necessary licenses, permits, landlord approvals, and consents required before the date on which the Services commence.
• Ensure all plant, machinery, and equipment supplied by the Client or maintained under the Contract is safe and compliant with relevant statutory provisions.

1. 1. If performance of the Contractor’s obligations is delayed or prevented by any act or omission of the Client or Agent ("Default"):

• The Contractor may suspend performance of the Services until the Client or Agent remedies the default.
• The Client and Agent (jointly and severally) shall reimburse the Contractor on demand for any costs, abortive visit charges, or losses sustained directly or indirectly from the Default.

1. CHARGES, PAYMENT TERMS & LATE PAYMENT ESCALATION
2. 1. The price for the Services shall be set out in the Order or calculated in accordance with the Contractor’s standard hourly/daily rates in force at the time.
   2. Additional Works & Materials: Any work outside the scope of the original Order, including replacement parts, emergency call-out surcharges, or out-of-hours labour, will be charged separately at the Contractor’s prevailing standard rates.
   3. VAT: All charges are exclusive of Value Added Tax (VAT), which shall be payable by the Client (or Agent on its behalf) at the applicable rate.
   4. Payment Terms: Invoices shall be submitted monthly or upon completion of specific milestones as agreed. All invoices are strictly payable within 30 days from the invoice date to a bank account nominated in writing by the Contractor.
   5. Overdue Payment Escalation & Penalties: If an invoice is not paid by the due date, the following escalation procedures and statutory charges shall apply automatically against the Client and/or the Agent (in accordance with Clause 2.5):

• 15 Days Overdue (45 Days from Invoice Date): Service Suspension: If an invoice remains unpaid 15 days past its due date (45 calendar days from the invoice date), the Contractor reserves the right to immediately suspend all active and ongoing Services (including planned preventative maintenance and reactive call-out responses) across all properties managed by the Agent or owned by the Client, without liability for any loss or damage incurred as a result.
• 30 Days Overdue (60 Days from Invoice Date): Statutory Interest & Debt Recovery Compensation: If an invoice remains unpaid 30 days past its due date (60 calendar days from the invoice date), statutory late payment charges shall apply pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Statutory interest at 8% per annum above the Bank of England base rate alongside fixed statutory compensation for debt recovery costs will be levied on the outstanding amount and will accrue daily from the due date until full payment is received.
• 60 Days Overdue (90 Days from Invoice Date): Referral to Third-Party Solicitors: If an invoice remains unpaid 60 days past its due date (90 calendar days from the invoice date), the account will be formally referred to external solicitors or debt recovery collection agents for legal action. The Client and/or Agent shall be liable for all legal costs, administrative charges, and collection fees incurred by the Contractor in recovering the debt.

1. INVOICING DISPUTES
2. 1. The Client must notify the Contractor of a genuine invoice dispute within 7 days from invoice Date, giving details and paying the undisputed balance on time. The parties will work in good faith to resolve the dispute promptly.

1. PERSONNEL AND SUBCONTRACTORS
2. 1. The Contractor shall be entitled to sub-contract the whole or any part of the Services to qualified third-party contractors without the prior written consent of the Client or Agent.
   2. Where sub-contractors are utilized, the Contractor remains responsible for ensuring the standard and delivery of the Services under these Conditions.

1. INTELLECTUAL PROPERTY AND DOCUMENTS
2. 1. All intellectual property rights in or arising out of or in connection with the Services (including reports, maintenance logs, designs, and drawings produced by the Contractor) shall remain the property of the Contractor.

1. COMPLIANCE, HEALTH AND SAFETY AND ENVIRONMENT
2. 1. Each party will comply with laws applicable to its obligations, including health and safety, anti-bribery, modern slavery, environmental and waste requirements. 
   2. The Contractor will follow notified site rules where provided in advance and reasonably applicable. 
   3. The Client retains responsibility for the management and statutory compliance of the Premises except to the extent the Contract expressly assigns a specific duty to the Contractor. 
   4. Waste will be handled only as specified in the Contract; hazardous or unidentified waste may be refused and charged separately.

1. EQUIPMENT AND MATERIALS.
2. 1. Company-owned equipment remains the Contractor’s property and the Client must not move, alter or use it without consent. 
   2. Risk in goods supplied to the Client passes on delivery, but title remains with the Contractor until all sums due for those goods have been paid in full.
   3. Until title passes, the Client must keep the goods identifiable, insured and in satisfactory condition. 
   4. The Contractor may enter the Premises on reasonable notice to recover its equipment or unpaid-for goods where legally permitted.

1. GUARANTEE AND WARRANTY
2. 1. The Contractor provides a 30-day guarantee covering labour only, starting from the date of completion.
   2. Any parts, equipment or components supplied by the Contractor will be covered by their respective manufacturer’s warranty. 
   3. The Contractor’s guarantee will become null and void if the work/appliance supplied by the company is:

• Subject to misuse or negligence.
• Repaired, tampered with or modified by anyone other than a Contractor operative/representative. The Contractor accepts no liability for (or guarantee suitability for) materials supplied by the Client or Agent and will not accept liability for any damage or faults as a result.

1. 1. The Contractor is unable to guarantee any work in respect of blockages in waste and drainage systems.
   2. The Contractor is unable to guarantee any work which has been undertaken on instruction by the Client, against the Contractor’s advice/recommendations.
   3. The Contractor is unable to guarantee any work related to pest control.
   4. Any work carried out on behalf of the Contractor by agents or subcontractors will be guaranteed under their own respective policies.
   5. The Contractor will not be liable or responsible for any damage or defect arising from work not fully guaranteed or where recommended work has not been carried out.
   6. The Contractor will not guarantee work where the Client has been notified either verbally or in writing by the Contractor of any related work which requires attention. This also includes any temporary repairs.
   7. The Client shall be solely liable for any hazardous situation in respect of Gas Safe regulations, or gas warning notice issued, unless otherwise caused by our Gas Safe operative.
   8. All Gas Safe engineers operate under their own Gas Safe registration, and as such are solely responsible for any gas related work and subsequent liability.

1. DEFECTIVE WORKMANSHIP
2. 1. Subject to Clause 11 (Guarantee and Warranty), if any defects appear within 30 days of the completion date, the Contractor will perform the necessary repairs at no extra charge, provided the defect was caused by the Contractor’s breach of this contract.
   2. All defects must be notified to the Contractor by the Client within 30 days of the completion date, and the Contractor, or sub-contractors and its insurers must be provided the opportunity to inspect the work and any alleged defect.
   3. Contractor liability for defect inspections and remedial repairs under this agreement is subject to payment terms. The Contractor shall be relieved of all defect liability and repair obligations for as long as any invoice rendered by the Contractor remains unpaid beyond its due date.
   4. If upon inspection, the Contractor determines that the alleged defect is not attributable to work or services performed by the Contractor, or is an issue unrelated to what was documented in the original booking, the Contractor reserves the right to charge the Client for the inspection visit at its standard hourly rate, plus any applicable administrative or call-out fees.
   5. The Contractor shall be under no obligation to inspect, repair, or guarantee any work unless the Client provides conclusive written evidence that such work was executed exclusively by the Contractor under this Contract.
   6. Notwithstanding anything to the contrary in this Agreement, the Defective Workmanship terms and conditions provided by the Contractor under Clause 12 is strictly conditional and expressly excludes liability for:

1. 1. Notwithstanding anything to the contrary in this Agreement, the workmanship guarantee provided by the Contractor under Clause 1 is strictly conditional and expressly excludes liability for:

• Supplier and Manufacturer Coverage: Any parts or materials supplied by the Contractor, for which the Client’s sole recourse shall be under the relevant manufacturer's or supplier's guarantee.

1. • Client or Third-Party Intervention: Defects attributable to misuse, intentional damage, unauthorized modifications, or improper work performed by the Client or any contractor, agent, or representative engaged by the Client.

1. • Structural Defects: Structural movement or failures of any kind, including without limitation subsidence, movement of foundations, and any consequential or incidental damage arising therefrom.

1. • External & Environmental Damage: Any failure of or damage to drainage networks or other external facilities which result from root intrusion, ground pressure, or outside forces.

1. LIMITATION OF LIABILITY
2. 1. The Contractor shall not be liable for any delays, missed appointments, or failure to perform services resulting from events beyond its reasonable control, including but not limited to severe traffic delays, adverse weather conditions, vehicle breakdowns, or public and private transport failures.
   2. Nothing in the Contract limits or excludes the liability of either party for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot be excluded or limited by English law.

1. 1. The Contractor shall not be liable to the Client or Agent, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of business, loss of data, or any indirect or consequential loss arising under or in connection with the Contract.
   2. The Contractor’s total aggregate liability to the Client or Agent in respect of all other losses arising under or in connection with the Contract shall be limited to 100% of the total fees paid by the Client under the Contract in the 12 months preceding the date of the claim.

1. FORCE MAJEURE
2. 1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including natural disasters, severe weather, epidemics, failure of utility networks, industrial action, or government restrictions).

1. TERMINATION
2. 1. Reactive / Emergency Call-Outs: The Client must notify the Contractor in writing if a reactive or emergency Order is to be cancelled or rescheduled. Cancellation or rescheduling charges apply as follows:

• Late Cancellation Fee: If the Client cancels or reschedules an Order with less than three (3) working days’ written notice, an abortive fee of £100.00 shall immediately become due and payable.

• Dispatched / En-Route Fee: If the Client cancels or reschedules after the Contractor’s personnel have dispatched or set off for the site, the Client shall be liable for an abortive fee equal to £100.00 or the full cost of all travel time, mileage, and labour incurred up to the point of cancellation, whichever is greater. 

1. 1. Pre-Planned Maintenance Notice and Access Obligations: For pre-planned maintenance, termination by either party requires a minimum of ten (10) working days’ prior written notice (unless otherwise stated in the Order). In the event the Client cancels or attempts to cancel without providing ten (10) working days’ written notice, the Contractor retains the right to complete the scheduled works, and the Client must permit unhindered site access. Any refusal, restriction, or interference by the Client that prevents the Contractor from executing the works shall result in an abortive fee equivalent to the full contract value of the subject works, which shall become immediately due and payable.
   2. Rescheduled Pre-Planned Maintenance: If the Client reschedules any pre-planned maintenance work without providing at least ten (10) working days’ prior written notice, the newly rescheduled date shall be strictly non-cancellable. Any subsequent attempt by the Client to cancel, postpone, or restrict access for the rescheduled works shall automatically trigger the provisions of Clause 15.2, resulting in an abortive fee equal to 100% of the total contract value of the works.
   3. Immediate Termination for Cause: Either party may terminate the Contract with immediate effect by serving written notice on the other party if:

(a) Material Breach: The other party commits a material breach of any provision of the Contract and, if the breach is capable of remedy, fails to remedy such breach within fourteen (14) days of receiving written notice requiring it to do so; or

(b) Insolvency: The other party becomes insolvent, enters administration, goes into liquidation, has a receiver appointed, makes an arrangement with its creditors, or ceases (or threatens to cease) to trade.

1. 1. Effect of Termination: Upon termination of the Contract for any reason:

• All outstanding invoices, accrued interest, and recovery costs shall become immediately due and payable;

• The Contractor shall immediately invoice the Client for all work, services, and abortive charges performed or incurred up to the date of termination but not yet invoiced, which shall be payable immediately upon receipt; and

• Termination shall be without prejudice to any rights, remedies, or liabilities of either party accrued prior to the date of termination.

1. CALL RECORDING
2. 1. All calls are recorded for training and monitoring purposes.

1. CONFIDENTIALITY AND DATA PROTECTION
2. 1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, or suppliers of the other party.
   2. Both parties shall comply with all applicable requirements of the UK GDPR and the Data Protection Act 2018 when processing any personal data in connection with the Services.

1. CHANGES TO TERMS AND CONDITIONS
2. 1. The Contractor reserves the right to update these Terms and Conditions from time to time. Where material changes are made, reasonable efforts will be made to notify the Client. Continued booking of services or retention of the Contractor shall be deemed acceptance of the modified terms.

1. GENERAL
2. 1. Severability: 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.
   2. Third-Party Rights: Unless expressly stated otherwise, a person who is not a party to this Contract (excluding an Agent held liable under Clause 2.5) shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon any term of this Contract.
   3. Governing Law and Jurisdiction: This 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 laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.