These terms and conditions (the “Terms”) constitute a legally binding agreement made between [Nedka Nikolova, trading as Axiom Pic] (the “Business”), and you, as a prospective or current client of the Business, whether personally or on behalf of an entity (the “Client”, together with the Business, the “Parties”). By requesting or soliciting a Booking Confirmation or otherwise accepting the Business’s provision of the Services (as defined below), the Client agrees the Terms shall apply to the relationship between the Parties and to the Services.

 

 

1. Definitions

 

In these Terms, the following terms shall have the following meanings:

 

“Agreement” means these Terms, the Booking Confirmation, and any written terms agreed between the Parties in relation to the provision of the Services.

 

“Booking Confirmation” means a written notice delivered to the Client (whether in physical or electronic form) by the Business, confirming the terms on which the Business shall provide the Services to the Client.

 

“Deposit” means [50 per cent] of the Fees.

 

“Effective Date” means the day on which the Business sends the Client a Booking Confirmation, or otherwise confirms the provision of the Services to the Client.

 

“Fees” means each amount as specified in Schedule 1 (Pricing Schedule) hereto expressed to be applicable to each Service, subject to any amount as specified in the Booking Confirmation as consideration for the Services, or as agreed from time to time between the Parties.

 

“Payment Deadline” means the date falling [30 calendar days] after the Service Termination Date.

 

“Premises” means the buildings, facilities, or properties which are the subject of the Services.

 

“Services” means any of the services as specified in Schedule 1 (Pricing Schedule) hereto as requested or purchased by the Client, subject to any terms and conditions as specified in the Booking Confirmation in relation to the Services, or as agreed from time to time between the Parties.

 

“Service Commencement Date” means the date specified in the Booking Confirmation as the day on which the Business will provide the Services.

 

“Service Termination Date” means the day on which the Business has completed the provision of the Services to the Client, or the day on which a Termination Notice has been served, whichever earlier.

 

“Termination Notice” means a written notice delivered to the Client (whether in physical or electronic form) by the Business expressing the intent to terminate the agreement between the Parties in accordance with clause 5(c) (Cancellation and Termination) hereto.

 

2. Services.

 

1. From the Service Commencement Date, subject to the Business receiving the Deposit as partial consideration for the Services, the Business shall provide the Services to the Client and shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties.

2. The Business shall use reasonable endeavours to accommodate the Client’s specifications regarding the Services. Notwithstanding the foregoing, in the event that any changes or revisions required by the Client in relation to the Services cannot, in the Business’s reasonable view, be provided within the time estimate for the Services as set out in Schedule 1 (Pricing Schedule) hereto, the Business shall not be obligated to carry out such changes or revisions. In such circumstances, the Business and the Client shall agree amendments to the Services and to the Fees in good faith.

3. The Client shall provide the Business with access to the Premises at the times specified on the Booking Confirmation and/or as agreed from time to time between the Parties, for the purposes of allowing the Business to provide the Services.

 

3. Compensation.

 

1. In consideration for the Business’s performance of the Services, the Client shall pay to the Business the Fees in full. For the avoidance of doubt, any Deposit received by the Business shall be accounted for as partial payment of the Fees.

2. Fees shall be received in full by the Business on or before the Payment Deadline.

3. In the event the Business has not received the Fees in full by the Payment Deadline, [an extra charge of £20] shall be payable by the Client, and the outstanding amount (including, for the avoidance of doubt, the aforementioned extra charge) shall accrue interest at the rate of [10 per cent per annum] from day to day from the Payment Deadline until such outstanding amount has been received by the Business in full.

 

4. Expenses.

 

All costs and expenses incurred by the Business in connection with the performance of the Services (including, but not limited to, the cost of transportation to the Premises) shall be the sole responsibility of and paid by the Client, unless expressly waived by the Business in writing.  

 

5. Cancellation and Termination.

 

1. The Business’s engagement with the Client under the Agreement shall commence on the Effective Date. The Parties agree and acknowledge that the Business's obligations under the Agreement shall terminate on the Service Termination Date.

2. The Parties shall have the right to terminate the Agreement with no less than [1 calendar days’ notice]. In the event that the Client purports to terminate the Agreement with less than 1 calendar days’ notice, the Business reserves the right to retain the Deposit for its own account.

3. In the event the Client breaches any of the terms, representations and/or warranties under the Agreement, the Business reserves the right to terminate the Agreement by serving a Termination Notice. For the avoidance of doubt, the Business shall be entitled to retain the Deposit for its own account.

4. The representations, warranties, and indemnities in these Terms shall continue in full force and effect after the Service Termination Date.  

 

6. The Business. 

 

The Parties agree and acknowledge that the Business is an independent business and is not, for any purpose, an employee of the Client. The Business does not have any authority to enter into agreements or contracts on behalf of the Client and shall not represent that it possesses any such authority. Nothing contained in the Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.   

 

7. Ownership of Work Product. 

 

The Parties agree that all work product or other materials created and developed by the Business in connection with the performance of the Services under the Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of the Business. The Parties acknowledge that the Client shall have the license to use such Work Product in connection with the conveyance, lease, marketing, advertising, or any transaction concerning the Premises.

 

8. Delegation

 

The Business may sub-contract or delegate the performance of any or all of the Services to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be sub-contracted or delegated to it, provided that:

1. no such sub-contracting or delegation by the Business will release or discharge the Business from any of its obligations under the Agreement and the Business shall remain liable for any act or omission of any party to whom it so sub-contracts or delegates; and

2. the Business shall be solely responsible for any fees and expenses payable to any such sub-contractor or delegate.

 

9.  Representations and Warranties. 

 

1. Each Party represents and warrants that it has full power, authority and right to transact under the Agreement, has full power and authority to perform its obligations under the Agreement, and has taken all necessary action to authorise the transaction under the Agreement.  No other consents are necessary to enter into or perform obligations under the Agreement.

2. The Business represents and warrants that it will perform the Services according to the Client’s guidelines and specifications (as agreed between the Parties from time to time and subject to Clause 2 (Services)) and with the standard of care prevailing in the industry. 

3. The Client represents and warrants that it will provide reasonably safe access to the Premises, and that it has full power and authority to provide such access to the Business in connection with the Services.

 

10. Indemnification. 

 

1. The Parties shall indemnify and hold harmless each other from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of the Party in breach of the Agreement (including, for the avoidance of doubt, its respective representations and warranties). Any liability of the Business arising under its agreement with the Client shall be limited to the amount of the Fees.

2. Notwithstanding anything to the contrary elsewhere in the Agreement, under no circumstances will the Business be liable to the Client for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such consequential loss.  

 

11. Governing Law.  The Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of Scotland. 

 

12. Disputes. Any dispute arising from the Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then, at the Business’s discretion, the dispute can be resolved through binding arbitration conducted in accordance with the rules of the Scottish Arbitration Centre.  

 

13. Binding Effect.  The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  

 

14. Assignment. The respective rights of each Party under the Agreement cannot be assigned, transferred or sold without the prior written consent of the other Party.

 

15. Entire Agreement. 

 

The Terms are subject to the Booking Confirmation and/or any terms as agreed in writing between the Parties from time to time. The Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties. 

 

16. Amendments. 

 

No supplement, modification or amendment of the Agreement will be binding unless agreed in the Booking Confirmation or as otherwise agreed in writing by both of the Parties. 

 

17. Notices. 

 

Any notice or other communication given or made to either Party under the Agreement shall be in writing and delivered by electronic mail or by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address as that Party may designate by notice, and shall be deemed given on the date of delivery. 

 

18. Waiver. 

 

Neither Party shall be deemed to have waived any provision of the Agreement or the exercise of any rights held under the Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of the Agreement shall not constitute a waiver of any subsequent or other breach or violation.

 

19. Further Assurances. 

 

At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of the Agreement.

 

20. Severability. 

 

If any provision of the Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in the Agreement.

 

21. Force Majeure

 

Neither Party shall be liable for any failure to perform under the Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.  In the event of such delay, the date of delivery or time for completing the Services will be extended by a period of time reasonably necessary by both Parties. If the delay remains in effect for a period in excess of thirty days, the Business may terminate this Contract immediately upon written notice to Sub-Contractor

 

 

Schedule 1

 

[Pricing Schedule]

 

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