Terms of Service
These Terms and Conditions are the standard terms that apply:
A. to the provision to the Customer of any Services (as “Services” is defined in Clause 1 below) by the Service Centre, namely Descendo Ltd, a company registered in England and Wales under number 113 222 96 (“the Service Centre”); and
B. where the Customer is not a “Consumer” as defined by the Consumer Rights Act 2015.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business” means any business, trade, craft, or profession carried on by You or any other person/organisation;
“Consumer” means a “Consumer” as defined by the Consumer Rights Act 2015, that is to say an individual who receives any of the Services for his/her personal use and for purposes wholly or mainly outside the purposes of any Business;
“Customer/You/Your” means a customer of the Service Centre who requires its Services who is not acting as a Consumer;
“Estimate” means a document giving the approximate Price of the Work;
“Force Majeure” means any cause that is beyond the reasonable control of the Party in question including, but not limited to: power failure; internet service provider failure; strikes, lock-outs or other industrial action suffered by the Party or its suppliers or contractors; civil unrest; fire; explosion; flood; storms; earthquakes; subsidence; acts of terrorism (threatened or actual); acts of war; governmental action; epidemic or other natural disaster;
“Service Centre/Us/We/Our” means Descendo Ltd, whose place of business and contact address is Lasham Woods, Lasham Road, Alton, GU34 5FZ and reference to the Service Centre shall include reference to any and all of its staff including mechanics;
“Invoice” means a final invoice giving the Total Price of the Work;
“Manufacturer” means the manufacturer of the Descending device;
“Price” means the VAT exclusive fee payable for the Work including parts, labour, and any additional charges;
“Quotation” means a document giving the agreed fixed Price of the Work which We shall not vary without Your explicitagreement;
“Services” means any type of repair or maintenance of Descending Devices;
“Total Price” means the Price plus any VAT chargeable on the Price in addition
“Descending Device” means Your Descending Device which may be a Perfect Descent auto belay or a Powerfan fan descender;
“Warranty Period” means the duration of the warranties provided by Us in accordance with Clause 9 of these Terms and Conditions; and
“Work” means the particular Services that We agree to provide to You;
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2. 1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
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;
1.2. 3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2. 4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions; and
1.2. 5 a "Party" or the "Parties" refer to the parties to these Terms and Conditions;
1.3 The headings used in these Terms and Conditions are for convenience only and will not affect the interpretation of these Terms and Conditions;
1.4 Words signifying the singular shall include the plural and vice versa; and.
1.5 References to any gender shall include the other gender.
2.1 You may request a booking for any Work (subject to Our confirming the booking) by internet, email, or telephone;
2.2 When You request a booking, You must give Us the following information:
2.2. 1 Your contact information, including business name, contact person name, and return delivery address;
2.2. 2 Tracking number of the shipment to Us, if applicable;
2.2. 3 Details of the Work to be carried out;
2.2. 4 The serial number and date of manufacture of Your Descending device;
2.3 We will prepare and submit an Estimate (containing the fixed Price plus any VAT thereon) to You by email giving an Estimate based on the details You provide;
2.4 If You agree the Estimate within 21 days of Our issuing it to You, We will then prepare and submit a Quotation (containing the fixed Price plus any VAT thereon) to You by email;
2.5 If You accept the Quotation within 7 days of Our issuing it to You, We shall then confirm the booking to You and We shall use Our reasonable endeavours to ensure that the date We agree for commencement of the Work is as close as possible to that which You originally requested. Only if and when We give You that confirmation will there be binding contract between You and Us for the Work;
2.6 You may accept an Estimate or Quotation by email or telephone;
2.7 You confirm that, in connection with Your request(s) for any Services, You are a person, company or other organisation who is acting wholly or mainly for the purposes of a Business and not as a “Consumer”.
3. PAYMENT AND INVOICES
3.1 If We require a deposit or similar prepayment, We shall state it clearly in the Quotation and You must pay it within 14 days;
3.2 From the point at which Work on the Descending device commences up until the point at which You have paid in full all sums due, Weshall have a general lien on Your Descending device (i.e. aright to possession of property until payment is made for work done to that property) for all sums due;
3.3 Following Our completion of the Work, We shall issue an invoice to You;
3.4 The invoice will provide a comprehensive summary of all of the Work done and will provide details of parts and labour including the Total Price payable for it with any VAT element(s) shown separately;
3.5 All sums due will be payable within 30 days of the date of the relevant invoice;
3.6 You may make payment by bank transfer, debit card, or credit card;
3.7 In addition to Our rights under sub-Clause 3.2, We shall have the right to sell the Descending device at Your expense if any sum due remains unpaid following Our written notice to You of 60 days. That notice period will begin no earlier than 30 days after the date of the relevant invoice;
4. THE WORK
4.1 We shall use reasonable endeavours to ensure that all parts required for the completion of the Work will be in stock to enable Us to carry out the Work when it is booked to be carried out but We will tell You if, due to non-availability of parts or a delay in their delivery, We are unable to commence the Work on the date We have arranged with You and to complete it within the total amount of the time referred to in sub-Clause 4.5;
4.2 If We cannot carry out and complete the Work due to non-availability of parts or a delay in their delivery, then when We tell You that (as set out in sub-Clause 4.1), You may either make arrangements with Us for a re-booking or You may exercise Your right to cancel as set out in Clause 10;
4.3 We shall agree with You before We begin the Work on all parts that We are going to use (except for those additional parts referred to in sub-Clause 4.6);
4.4 We shall only use parts for the Work that are new and either Manufacturer’s original parts or those produced by a third party and authorised by the Manufacturer. If We in any way intend not to abide by this requirement, We will tell You Our reasons for doing so and We shall not do so unless You first explicitly consent;
4.5 We will tell You before We commence the Work the amount of time We initially estimate that We will need to carry out the Work subject to any additional time needed under sub-Clause 4.6.
4.6 If We find during the course of the Work that We need to use additional parts and / or labour, We will only order additional parts or carry out additional Work if You first explicitly consent. For that purpose We will tell You immediately and give You an estimate for both the cost to You of additional parts and labour and also an estimate of the amount of additional time We need to carry out the additional Work and the reasons for needing it;
4.7 The amount of time that we estimate under sub-Clauses 4.5 and 4.6 is only intended as our best estimate(s) at the time. It will not be of the essence or an agreed fixed time but We will use reasonable endeavours to complete Work within time estimated;
4.8 If We replace any parts We shall dispose of them after the Work is completed;
5. DESCENDING DEVICE WARRANTIES
5.1 If the Descending device is covered by a Manufacturer’s warranty at the time the Work is carried out, We shall carry out all of the Work in a way that adheres to the terms of those warranties and the Manufacturer’s specifications and documentation, using original or Manufacturer-authorised parts;
5.2 If Our compliance with sub-Clause 5.1 causes Us additional cost, We will tell You of alternatives and will explain to You in full the consequences of those alternatives (including, but not limited to, the voiding of the Manufacturer’s warranties). The decision as to whether or not We will follow any such alternative shall be Your decision alone;
5.3 Before We begin any of the Work covered by a Manufacturer’s or a third party organisation’s warranty We shall obtain their consent to Us carrying out that Work;
5.4 We shall not be responsible or liable for any failure to comply with any warranties where You have not told Us of those warranties.
We may sub-contract any of Our obligations under these Terms and Conditions provided that any sub-contractor We use is reasonably skilled in the relevant practices and provided that We do not pass on to You any additional charges without Your prior consent.
7. INSURANCE, DAMAGE, LIABILITY
7.1 We shall at all times have in place suitable and valid insurance, including public liability insurance;
7.2 Your Descending device shall be covered by Our insurance policies against loss or damage in the event of theft, damage, or loss while under Our control, or under the control of Our sub-contractors or Our carrier.
7.3 We shall not be liable to You for any loss or damage You suffer due to Your failure to follow Our or the Manufacturer’s instructions;
7.4 We shall not be liable in contract or tort (including negligence) by reason of any breach by Us of any term of these Terms and Conditions or other express term of Our contract with You, or breach by Us of any implied warranty, condition or other term, or any negligent or innocent misrepresentation, or any negligence or other duty at common law, for any:
7.4. 1 loss of use of a Descending device;
7.4. 2 interruption to business;
7.4. 3 loss of income, revenue, business,
7.4. 4 loss of business opportunity;
7.4. 5 loss of profit or contracts;
7.4. 6 loss of anticipated savings; or
7.4. 7 any indirect, special or consequential loss, damage, costs, expenses or other claims;
arising from any act or omission by Us or any of Our agents or employees or sub-contractors or any other person or entity in connection with the performance of Our obligations arising under these Terms and Conditions and Our contract with You.
7.5 We will not be liable to You for any failure or delay in performing Our obligations where such failure or delay results from Force Majeure;
7.6 Nothing in these Terms and Conditions is intended to or will exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors) or for fraud or fraudulent misrepresentation.
8. WARRANTY AND GUARANTEE
8.1 We warrant the Work from the date of invoice for a Warranty Period of 24 months.
8.2 If any Work done and / or parts used fails during the Warranty Period, We shall carry out the necessary repairs and replacements at no additional cost to You;
8.3 Any warranty that We give You applies to Your Descending device. If You sell or otherwise transfers ownership of Your Descending device to another person, they will be entitled to the benefit of the warranty for the rest of the Warranty Period;
8.4 We provide Services to You for Business use/purposes, and not for any Consumer use/purposes;
8.5 We will be entitled to void any warranty that We give You if the Descending device is used for anything other than normal purposes (unless We explicitly tell you otherwise). This includes:
8.5. 1 Use of the Descending device in a way which exceeds its design limitations ;
8.5. 2 Use of the Descending device in a way which does not conform with Manufacturer’s recommendations; or
8.5. 3 Failure to service or otherwise maintain the Descending device in accordance with the Manufacturer’s recommendations.
9.1 If under sub-Clause 9.2 You cancel any Work booked, and You have paid Us any deposit or prepayment under sub-Clause 3.1, We shall return it to You less any amount You owe to Us under any part(s) of this Clause 9, but You will still be liable to pay Us the remainder of the amount You owe Us;
9.2 If, on or after You have sent Your Descending device to Us for the Work to be carried out, You cancel the Work but We have by that time begun the Work, You must pay Us for all labour and for all parts We have used and, if We so decide, for all parts We have ordered but not yet used if in Our reasonable judgement We are unlikely to use or sell those ordered parts within 6 months. We shall invoice You for that labour and those parts. We will charge You for that labour at the same hourly rate as We used to calculate the Price. Clause 3 shall apply to the payment of any such invoice;
9.3 The parts We have ordered but not used by the time You cancel will remain Our property. We may use or dispose of them as We see fit without accounting to You for their cost where We have charged You for them under sub-Clause 9.2;
10. CHANGES TO TERMS AND CONDITIONS
We may from time to time change these Terms and Conditions without giving You notice, but We will use Our reasonable endeavours to inform You as soon as is reasonably possible of any such change.
We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint. If You have any complaint about the Work or Our Services or any other complaint about the Service Centre or any of Our staff, please raise the matter with the General Manager or Business Owner who can be contacted at the Service Centre or by email.
12. NO WAIVER
No failure or delay by Us or You in exercising any rights under these Terms and Conditions means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of these Terms and Conditions means that We or You will waive any subsequent breach of the same or any other provision.
If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.
14. THIRD PARTY RIGHTS
14.1 No part of the contract between You and Us is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the contract.
14.2 Subject to this Clause 14, the contract between You and Us shall continue and be binding on the transferee, successors and assigns of either Party as required.
15. ENTIRE AGREEMENT
15.1 The documents comprising the contract between You and Us contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
15.2 Each Party acknowledges that, in entering into the contract, neither Party gives any warranty or relies on any representation, warranty or other provision except as expressly provided in the documents comprising the contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
16. LAW AND JURISDICTION
16.1 These Terms and Conditions and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with English Law; and
16.2 Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.