1. Application of Terms and Conditions

1.1 The Supplier shall supply and the Customer shall purchase the Services in accordance with the service proposal and quotation which shall be subject to these Terms and Conditions; and

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Definitions and Interpretation

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

“Customer” means the person who accepts a quotation or offer of the Supplier for the supply of the Services, or whose order for the Services is accepted by the Supplier;

“Supplier” means Red Squirrel Moves Ltd, a company registered in England and Wales, company registration number 5667745, of 12 Church Meadows, Bocking, Braintree, Essex, CM7 5SL and includes all employees and agents of Red Squirrel Moves Ltd;

“Services” means the Services to be provided to the Customer as set out in the service proposal and quotation;

“Contract” means the Contract for the purchase and supply of the Services under these Terms and Conditions;

“Goods” means the items that are to be moved and/or stored;

“Date” means the Date or Dates on which the Services are to be provided as stipulated in the Customers order and accepted by the Supplier;

“Contract Price” means the price stated in the Contract payable by the Customer to the Supplier for the Services provided;

“Month” means a calendar month;

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance. No contract for the sale of the Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Services or has accepted an order placed by the Customer by whichever is the earlier of:

3.3.1 the Supplier’s written acceptance;

3.3.2 provision of the Services; or

3.3.3 the Supplier’s invoice.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4. The Services

4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.

4.2 The specification for the Services shall be that set out in the Supplier’s service proposal and quotation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier).

4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

4.4 The Supplier reserves the right to make any changes to the specification of the Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Services are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

4.6 If confirmed Service dates are cancelled or postponed by the Customer the Supplier may apply the following cancellation or postponement charges:

11 days or more prior to commencement of the work – nil for quoted services but cost in full for any pre-paid vehicle parking and loading/offloading facilities arranged with the local authorities.

7-10 days prior to commencement of the work – 25% of the quoted fee for labour and transport, cost in full for any pre-paid vehicle parking and loading/offloading facilities arranged with local authorities arranged prior to receiving notification of the cancellation or postponement and on-going hire at the applicable day rate for any rental equipment that has been delivered prior to receiving notification of the cancellation or postponement.

3-6 days prior to commencement of the work – 60% of the quoted fee for labour and transport, cost in full for any pre-paid vehicle parking and loading/offloading facilities arranged with local authorities arranged prior to receiving notification of the cancellation or postponement and on-going hire at the applicable day rate for any rental equipment that has been delivered prior to receiving notification of the cancellation or postponement.

1-2 days prior to commencement of the work – 100% of the quoted fee for labour and transport, cost in full for any pre-paid vehicle parking and loading/offloading facilities arranged with local authorities arranged prior to receiving notification of the cancellation or postponement and on-going hire at the applicable day rate for any rental equipment that has been delivered prior to receiving notification of the cancellation or postponement.

4.7 The Supplier will use reasonable care and skill to perform the Services identified in the service proposal and quotation.

4.8 The Supplier shall use all reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

5. Work Not Included

The following work will not be included unless the Supplier has expressly confirmed they will undertake the work specified in the service proposal and quotation.

5.1 Dismantle or assemble unit or system furniture (flat pack).

5.2 Disconnect or reconnect appliances, fixtures, fittings, computer equipment or other general office equipment items.

5.3 Pack or unpack filing, storage or breakable items.

5.4 Take up or lay fitted floor coverings.

5.5 Move items from or to a roof space unless properly lit and floored and safe access is provided.

5.5 Move or store any items excluded in clause 7.

6. Our Quotation

The Supplier may change the price or make additional charges if any of the following have not been taken into account when preparing the service proposal and quotation and confirmed by the Supplier in writing, or if circumstances prevail on the day that cause delay.

6.1 The Customer does not accept the quotation within the acceptance notification period specified in the service proposal and quotation.

6.2 By the Customers delay the work is not carried out and completed within 3 months of the work commencing.

6.3 The Suppliers costs increase (or decrease) because of currency fluctuations or changes in taxation, fuel or freight charges beyond their control.

6.4 The Supplier provides any additional services including removal or storage of additional goods or provide services and removes items the Supplier had previously been asked to exclude (these conditions apply to such work).

6.5 The stairs, lifts or doorways at both the clearance and installation site are inadequate for free movement of the goods without use of mechanical equipment or structural alteration or the approach and designated loading/offloading point is unsuitable for the Suppliers vehicles or the vehicles are unable to gain access to within 15 metres of the designated building entrance.

6.6 Any parking or other fees or charges that the Supplier has to pay in order to carry out the Services on the Customers behalf.

6.7 There are delays or events outside the Suppliers reasonable control. Recurring examples of this are:

6.7.1 breakdown of a lift or shared use of a lift. Where lifts are available the Suppliers quotation is based on unrestricted use of the lift;

6.7.2 change to pre-agreed building entrance points if such a change means the Supplier has to carry items up or down stairs/steps and/or increases the walking distance;

6.7.3 presence of other contractors at either premises and particularly at the installation/delivery address whereby third party activities restrict the Suppliers ability to complete the move in line with the agreed programme;

6.7.4 inaccurate or poorly scaled floor plans meaning the furniture lay out has to be amended or the Supplier is required to improvise;

6.7.5 poor or incomplete labelling protocol that does not match the floor plans meaning the Supplier has difficulty interpreting where items are to be placed;

6.7.5 major road traffic incidents that seriously delay the Suppliers transport from arriving in good time.

7. Goods Prohibited from Removal or Storage

The following items are specifically excluded from this contract.

7.1 Jewellery, watches, trinkets, precious stones or metals, money, deeds, securities, stamps, coins or goods or collections of a similar kind.

7.2 Prohibited or stolen goods, drugs, potentially dangerous or damaging or explosive items including gas bottles, aerosols, paints, chemicals, firearms and ammunition.

7.3 Plants or goods likely to encourage vermin or other pests to cause infestation.

7.4 Refrigerated or frozen food or drink.

7.5 Any animals including their cages or tanks.

8. Ownership of the Goods

By entering into this contract the Customer declares that:

8.1 The Goods to be removed or stored are their own property, or;

8.2 The person(s) who own or have an interest in them have given the Customer authority to make this contract and they have been made aware of these conditions.

8.3 The Customer will meet any claim for damages and/or costs against the Supplier if these declarations are not true.

9. Insurance & Liability for Loss or Damage

9.1 The “Goods in Transit” insurance offered by the Supplier is an indemnity policy. This means that the settlement offered by the Supplier or it’s underwriters will take into account age, wear and tear and depreciation. It is not a “New for Old” or “Full Replacement” policy. The policy carries an excess of £100.00 which the Customer accepts liability for.

9.3 Any claim for loss or damage to goods or property not notified on the service day must be lodged in writing with the Supplier within 7 days of the removal being completed.

9.4 No cover is provided for the Goods specified in the Suppliers Summary of Insurance.

9.5 Because third party contractors are frequently present at the time of collection or delivery the Suppliers liability for loss of damage is limited as follows:

9.5.1 If the Supplier or its agents cause loss or damage to premises or property other than the goods to be removed as a result of its negligence or breach of contract the Suppliers liability shall be limited to making good the damaged area only.

9.5.2 If the Supplier causes damage as a result of moving items under your express instruction against their advice and where to move the items in the manner instructed is likely to cause damage the Supplier shall not be liable.

9.6 By processing your claim the Supplier is simply facilitating the requirements of the underwriter and not accepting liability for the damage and/or loss. The Supplier will submit a report to the underwriter outlining the circumstances and confirming whether or not they accept liability. If the Supplier disputes or contests a claim the underwriter reserves the right to appoint a loss adjuster to undertake a more thorough investigation of the circumstances.

9.7 The Customer undertakes that payment for Services will not be withheld or delayed pending settlement of an insurance claim.

10. Conditions Relating to Crate & Equipment Hire

10.1 The type and quantity of equipment will be delivered and collected on dates agreed in writing by the Supplier.

10.2 The Customer is responsible for checking the type and quantities of equipment delivered and to sign the delivery note accordingly.

10.3 The Customer is responsible for ensuring that the equipment is stored securely on site and not left in areas of the building for which the Customer is not solely responsible.

10.4 The cost of supplying, delivering and collecting the equipment is normally included in the quoted price for the Service for the period agreed beforehand. Any equipment required before the date previously agreed or retained after the confirmed collection date will be subject to additional rental charges applied on a daily basis at the extended hire rate specified in the service proposal and quotation. The Customer may also be liable for an additional delivery/collection journey fee.

10.5 The Customer is responsible for checking the type and quantity of equipment taken away from site at the end of the move and signing the Suppliers job sheet accordingly.

10.6 The Customer is responsible for checking the type and quantity of equipment collected on the agreed date after the move and signing the collection note accordingly.

10.7 The Customer is liable for the replacement value of any equipment lost whilst on hire.

11. Conditions Relating to Storage

11.1 The Supplier will charge for storage on a daily basis at the agreed rate and invoices for storage will be issued monthly in arrears.

11.2 Whilst the goods remain in store the Supplier holds a lien on the property. If arrears for payment of storage fees exceed 60 days the Supplier will exercise the lien by selling the property to cover the storage arrears and additional handling and transportation costs. Any excess monies will be paid back to the Customer.

11.3 If the storage term is not a fixed period you are required to give the Supplier 14 days’ notice of your intention to remove the consignment from store or to arrange for the Supplier to deliver the consignment back to you. All outstanding storage charges, delivery charges or handing out charges are to be paid in full prior to releasing the consignment.

11.4 If the storage term is a fixed period the Customer is required to provide one calendar months’ notice to terminate the contract or to enter into another fixed term agreement.

11.5 If the Customer intends to make separate arrangements to remove the consignment from the Suppliers store the Supplier can apply a “hand out” charge equivalent to the labour and time required to un-stow the consignment and make available for the Customer or his agent.

12. Price

12.1 The price of the Services shall be the price listed in the Suppliers rates schedule or consolidated as a fixed price in the service proposal and quotation current at the date of acceptance of the Customers order or such other price as may be agreed in writing by the Supplier and the Customer.

12.2 Where the Supplier has quoted a price for the Service the price quoted shall be valid for the acceptance period allowed for in the service proposal and quotation.

12.3 The Supplier reserves the right, by giving written notice to the Customer at any time before or during provision of the Service, to increase the price of the Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the costs of labour, fuel, materials or other costs), and change in previously confirmed removal dates, quantities or specifications for the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

12.3 The price(s) quoted are exclusive of VAT, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services which the Customer shall be additionally liable to pay to the Supplier.

13. Payment

13.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Services on completion of the Service delivery.

13.2 The Customer shall pay the price of the Services (less any discount or credit allowed by the Supplier, but without any deduction, credit or set off) within a maximum of 14 days or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that the Service may not have been completed. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

13.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

13.4 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the credit worthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further services will be provided to the Customer other than against cash payment and notwithstanding sub-clause 12.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.

13.5 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to;

13.5.1 cancel the order or suspend further provision of Service to the Customer;

13.5.2 appropriate any payment made the Customer to such of Services as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

13.5.3 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 2% per annum above base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

13.6 This condition applies if:

13.6.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

13.6.2 the Customer becomes subject to an administrative order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

13.6.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

13.6.4 the Customer ceases, or threatens to cease, to carry on business; or

13.6.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

13.7 If sub-clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further Services under the Contract without any liability to the Customer, and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. Liability

14.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Suppliers servants or agents or otherwise) which arise out of or in connection with supply of the Services.

14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

14.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.

14.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

14.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Suppliers obligations if the delay or failure was due to any cause beyond the Suppliers reasonable control.

14.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier;

14.6.1 for death or personal injury caused by the Suppliers negligence;

14.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

14.6.3 for fraud or fraudulent representation.

14.7 Subject to the remaining provisions of this Clause 14:

14.7.1 the Suppliers total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of the Contract shall be limited to the Contract price; and

14.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

15. Confidentiality

15.1 The Customer and Supplier undertake that, except as provided by sub-clauses 15.2 or as authorised in writing by the other party, it shall, at all times during the continuance of the Contract and for 3 months after its termination:

15.1.1 keep confidential all confidential information;

15.1.2 not disclose any confidential information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

15.1.3 not disclose any confidential information to any other person;

15.1.4 not make any copies of, record in any way or part with possession of any confidential information; and

15.1.5 ensure that none of its Directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.

15.2 Either party may disclose any confidential information to:

15.2.1 any sub-contractor or supplier of that party;

15.2.2 any governmental or other authority or regulatory body; or

15.2.3 any employees or officer of that party or of any of the aforementioned persons, parties or bodies;

To such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that party first informing the person, party or body in question that the confidential information is confidential and (except where the disclosure is to any such body as is mentioned in sub-clause 15.2.1 above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the confidential information confidential and to use it only for the purposes for which the disclosure is made; and

15.2.4 use any confidential information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that confidential information which is not public knowledge.

15.3 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

16. Communications

16.1 All notices under these Terms and Conditions and 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.

16.2 Notices shall be deemed to have been duly given;

16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

16.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

16.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage pre-paid; or

16.2.4 on the tenth business day following mailing, if mailed by air-mail, postage prepaid.

16.3 All notices under this agreement shall be addressed to the most recent address, e-mail address or facsimile number notified to the other party.

17. Force Majeure

Neither party shall be liable for any failure nor 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.

18. Waiver

The parties agree that no failure by either party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

19. Severance

The parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.

20. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of the Third Parties) Act 1999.

21. Dispute Resolution

21.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

21.2 If negotiations under sub-Clause 24.1 of the Agreement do not resolve the matter within 28 days 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.

21.3 If the ADR procedure under sub-Clause 24.2 of the Agreement does not resolve the matter within 14 days 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.

21.4 The seat of the arbitration under sub-Clause 24.3 of the Agreement 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 or(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.

21.5 Nothing in Clause 21 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

21.6 The decision and outcome of the final method of dispute resolution under Clause 24 of the Agreement shall be final and binding on both Parties.

22. Law and Jurisdiction

22.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Any dispute, controversy, proceedings or claim between the parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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