1. Definitions and Interpretation
1.1 In these Terms & Conditions:
- “We / Us / Our” means AZQ Construction Services Ltd, its employees, agents, and subcontractors.
- “You / Your / Client” means the person or entity contracting with Us for the Works.
- “Contract / Agreement” means the contract formed under these Terms & Conditions (including any Quotation or Estimate accepted by You).
- “Works” means the design, construction, installation, repair, maintenance, or other services and deliverables we agree to provide.
- “Site” means the location where the Works are to be carried out.
- “Quotation / Estimate” means the document setting out scope, price, and timelines.
- “Variation” means any change to the Works as originally agreed (scope, materials, methods, etc.).
- “Defects Liability Period” means the period after Practical Completion during which we shall remedy defects (if any).
- Clause headings are for convenience only and do not affect interpretation.
1.2 The singular includes the plural and vice versa; references to persons include bodies corporate; references to writing include electronic communications (e.g. email).
2. Contract Formation
2.1 A binding contract between You and Us is formed when You issue written acceptance of Our Quotation or Estimate (in whole or in part) under these Terms.
2.2 These Terms supersede any prior proposals, correspondences, or representations (unless expressly accepted in writing by Us).
2.3 If We agree to begin Works before formal acceptance, such commencement shall itself constitute acceptance of these Terms.
3. Scope of Works
3.1 We shall carry out the Works in accordance with the scope, specifications, drawings, and timeline set out in the Quotation, except insofar as modified by mutual agreement in writing.
3.2 You shall provide all information, site access, permissions, and approvals necessary for the execution of the Works.
3.3 Any Variations requested by You shall be documented in writing. We will, if practicable, provide a quotation for the cost/time implications of the Variation, and proceed only upon Your written approval.
3.4 We will exercise reasonable skill, care, and diligence in performing the Works and comply with applicable laws, building regulations, health & safety, and industry standards.
4. Price, Payment & Retention
4.1 The price for the Works shall be as stated in the Quotation (subject to agreed Variations).
4.2 Unless otherwise agreed, all prices are exclusive of VAT (or other taxes) and any duties, levies, or import/export charges, which You shall pay in addition.
4.3 We may require a deposit or stage payments. Unless otherwise agreed, We shall invoice You in stages upon achieving agreed milestones.
4.4 Payment is due within [×] days of the invoice date (or by the date specified). We may withhold further performance if payments are overdue.
4.5 We reserve the right to retain a retention sum (percentage of the contract value) as security against defects until the end of the Defects Liability Period.
4.6 If You fail to make payment when due, We may charge interest at the statutory rate or [✱] % per annum above base rate, compounded daily, from the due date until payment.
5. Delays, Time for Completion & Force Majeure
5.1 The dates given for commencement and completion are estimates and not rigid deadlines, unless expressly agreed otherwise in writing.
5.2 We shall notify You of foreseeable delays or disruptions, and shall use reasonable endeavours to mitigate delays.
5.3 We will not be liable for delay or failure caused by events beyond our reasonable control (e.g. extreme weather, strikes, material shortages, fire, flood, acts of God, regulatory delays).
5.4 In such events, we may extend the completion date and adjust costs accordingly. You may, if delay continues for a prolonged period [✱], have the option to terminate (subject to paying for Works done).
6. Subcontractors & Suppliers
6.1 We may engage suitably qualified subcontractors or suppliers to perform all or part of the Works.
6.2 Subcontractors and suppliers shall be bound to us under terms consistent with and no less protective than these Terms.
6.3 You consent to such subcontracting, provided We remain responsible to You for the performance of the Works.
7. Title, Risk & Insurance
7.1 Risk in the Works (including materials) passes to You on delivery to the Site (or earlier if we notify You).
7.2 Notwithstanding the above, title to materials and goods remains with Us until full payment (including all applicable invoices) is made by You.
7.3 You shall maintain adequate insurance (property damage, public liability, employer’s liability if applicable) covering the Site during the Works.
7.4 You shall allow us to rely on such insurance in respect of any claim or liability arising.
8. Defects & Remedies
8.1 Upon Practical Completion, You shall inspect the Works and notify Us in writing of any defects within [×] days.
8.2 Subject to valid notice, we shall use reasonable endeavours to remedy defects arising from poor workmanship or materials during the Defects Liability Period, at no additional cost.
8.3 We shall not be liable for defects arising from misuse, neglect, alterations, or external influences beyond our control.
8.4 Our total liability for remedial works shall be limited to the lesser of (a) the cost of making good, or (b) the contract sum.
9. Limitation of Liability
9.1 Nothing in these Terms shall limit liability for death or personal injury caused by our negligence or that of our subcontractors.
9.2 Subject to clause 9.1, we exclude liability for consequential, indirect, or special losses (including loss of profit, loss of business, loss of use) arising out of or in connection with the Works.
9.3 We limit our total liability (whether in contract, tort or otherwise) to [the contract sum / an agreed cap].
9.4 Any exclusions or limitations of liability must meet the test of reasonableness under the Unfair Contract Terms Act 1977 (and other applicable law).
10. Termination
10.1 Either party may terminate the contract by written notice if the other commits a material breach and fails to remedy it within [× days] of notice.
10.2 We may terminate or suspend performance if You fail to make payment when due, interfere with the Works, deny site access, or become insolvent or enter into insolvency proceedings.
10.3 Upon termination, You shall pay for all Works carried out to the termination date, and for all costs incurred (including demobilisation).
11. Intellectual Property & Use of Materials
11.1 All drawings, designs, plans, specifications, and other intellectual property rights created by Us shall remain Our property unless otherwise agreed in writing.
11.2 You are granted a licence to use such materials solely for the Works and not for other purposes.
11.3 You shall not copy, adapt, or re-use our designs for other projects without our prior written consent.
12. Confidentiality
12.1 Each party shall keep confidential any non-public technical, commercial or financial information of the other, and not disclose it save to employees, agents, or professional advisers who need to know.
12.2 This clause survives termination of the contract.
13. Notices
13.1 Any notice under this contract must be in writing and delivered by hand, first-class post, or email to the addresses specified in the Quotation (or as updated).
13.2 Notices by post are deemed served two business days after posting; by email when sent (unless a bounce or non-delivery indication).
14. Dispute Resolution & Governing Law
14.1 Any dispute arising from or relating to this contract shall, in the first instance, be referred to mediation / alternative dispute resolution (ADR) before resorting to litigation.
14.2 This contract is governed by the laws of England and Wales [or the jurisdiction where AZQ is registered].
14.3 Subject to consumer law rights, the courts of England and Wales (or the relevant jurisdiction) shall have exclusive jurisdiction.
15. General Provisions
15.1 Severability: If any term is held invalid, the remainder shall continue in force.
15.2 Waiver: Failure to enforce any right shall not constitute a waiver of that right.
15.3 Assignment: You may not assign or transfer your rights without our prior written consent.
15.4 Third-party rights: No third party shall have rights under this contract except subcontractors who are intended third-party beneficiaries under specific clauses.
15.5 Entire agreement: This contract (including accepted Quotation and these Terms) embodies the entire agreement between the parties and supersedes all prior arrangements or understandings.