# Terms and Conditions

These terms, in addition to the quote setting out the services and fees (the “Quote”) and any annexed schedules or special terms, form this agreement.

1. Obligations

1.1 The services are described in the Quote (the “Services”) and are either a one off activity (a “Job”) or services performed regularly at the stated/agreed frequency (“Periodic Services”). CPS) shall perform the Services with reasonable skill and care.

1.2 Customer shall (a) provide the required access and facilities at the Customer premises stated in the Quote/agreement to enable CPS to perform the Services; (b) inform CPSI of any hazards that might be encountered in providing the Services at the Premises; and (c) follow any reasonable health and safety advice, and recommendations given by CPS (these may be referred to as Customer Obligations).

1.3 CPS reserves the right to refuse to provide Services in relation to items or areas that are contaminated or affected by dangerous, toxic, adhesive or inflammable substances (other than as has been used by CPS in provision of the Services and as identified when the Premises were surveyed by CPS).

2. Payment

2.1 The fees stated in the Quote (the “Fees”) are stated exclusive of VAT. The customer shall pay the Fees and applicable VAT as follows, unless otherwise stated in the Quote: (a) Paid in full prior to job (b) monthly direct debit in advance for Periodic Services; and (c) upon completion for Jobs. The Fees will be paid in full without set-off or counterclaim.

2.2 Following the Minimum Period, CPS may only increase the Fees once a calendar year by giving at least 28 days’ notice to Customer, except as set out in Clause 2.3. 2.3 To account for increases in operational costs such as (a) increases in the cost of fuel, waste disposal, utilities or equipment, (b) any introduction of or increases to taxes or levies imposed on CPS by any government agency or similar body, or (c) any statutory increase in employment costs, CPS may increase the Fees at any time on at least 28 days’ notice to Customer.

2.4 Customer may terminate this agreement by giving notice within 14 days of the price increase notice, effective on the date the increase would otherwise take effect.

2.5 Customer shall pay interest on any overdue Fees calculated at 3% above the Bank of England base rate (or 3% if the base rate is below 0%), compounded monthly until payment is received.

2.6 Customer shall pay additional fees at CPS standard rate for:

(a) Periodic Services that need to be performed more frequently because Customer has not complied with this agreement; and/or

(b) wasted journeys, cancellations and delays, as a result of the Customer’s failure to allow access, or to provide proper instruction.

2.7 Customer will be liable for the reasonable administrative and legal fees incurred by CPS in the recovery of any unpaid Fees.

2.8 For contracts, Customers will pay in full for 12 months upfront, or alternatively will pay monthly in advance according to the number of visits included in the contract (eg 4VPA = 4 consecutive monthly payments to clear the whole 12 months contract balance)

3. Term and Termination

3.1 This agreement commences on the earlier of the date when the Customer accepts the Quote (whether by signature or otherwise) or signs these terms (the “Commencement Date”). Unless terminated earlier in accordance with this agreement, this agreement will continue until the Fees are paid and: (a) for Jobs, until the Services have been completed; or (b) for Periodic Services, for one year (or any longer minimum period stated in the Quote) (the “Minimum Period”) and for further consecutive one-year periods (each a “Renewal Period”) unless either party gives not less than 90 days’ notice before the end of the Minimum Period or relevant Renewal Period.

3.2 Either party may immediately terminate this agreement (or any of the Services) by giving notice if the other party commits a material breach of any term of this agreement, which is irremediable or (if the breach is remediable) fails to remedy that breach within seven days after being notified in writing to do so, or is declared bankrupt, cannot pay its debts when due or becomes or is declared insolvent.

3.3 If Customer terminates this agreement before the end of the Minimum Period (or before the end of a Renewal Period), Customer shall pay any Fees due for the Services rendered plus (a) for Jobs, any other costs incurred by CPS for the remainder of the Minimum Period (e.g. hire costs for access equipment); (b) for Periodic Services, if terminated within the first year: 80% of the Fees that would have been payable for that year plus 30% of the Fees that would have been payable for the rest of the Minimum Period (if longer than a year); or (c) for Periodic Services, if terminated after the first year: 30% of the Fees payable for the rest of the Minimum Period or Renewal Period.

4. Liability

4.1 If CPS fails to provide Periodic Services at the frequency stated in the Quote and Customer has complied with its obligations, Customer may be entitled to receive a service credit.

4.2 Neither party excludes or limits its liability for personal injury or death caused by

negligence, fraud or fraudulent misrepresentation, or otherwise to the extent it cannot be excluded or limited by law.

4.3 Subject to clause 4.2, CPS shall only be liable for: (a) physical damage to property because of CPS negligence or fault in the performance of the Services; or (b) failure to provide the Services in accordance with this agreement.

4.4 Subject to clause 4.2, any and all warranties, guarantees and conditions are excluded and CPS total liability to Customer in relation to this agreement is limited to £20,000 in aggregate, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. CPS shall not in any circumstances be liable for any (a) loss, damage or cost arising in relation to any pest; (b) loss of profits, economic or financial loss, loss of sale or business, loss of use or business interruption, loss of goodwill; or (c) indirect or consequential loss.

4.5 Customer shall notify CPS of any complaint within 30 days of the relevant part of the Services being provided to allow CPS to investigate. Any claim made by Customer must be submitted in writing to CPS at the address for notices within 30 days of Customer first becoming aware of the circumstances giving rise to the claim. Subject to clause 4.2, CPS will not be liable for any claim submitted outside of the 30-day period.

4.6 Subject to clauses 4.1 to 4.5, CPS excludes all liabilities to the maximum extent permitted by law. Additional limitations on CPS liability and indemnities may apply to specific services set out in the schedules.

5. General

5.1 If a party discloses any confidential information to the other party in relation to this agreement, the other party shall keep the information confidential and only use it in relation to this agreement; unless the information becomes public knowledge other than in breach of this clause, was already known by the recipient, is separately provided to the recipient without an obligation of confidentiality, is independently developed by the recipient, or is required to be disclosed by law, a regulatory body or a stock market.

5.2 This agreement does not create any rights enforceable by a third party.

5.3 Neither party may assign or transfer this agreement without the other party’s written consent (not to be unreasonably withheld or delayed), except that CPS may assign or otherwise transfer its rights and/or obligations to any of its affiliates.

5.4 Other than amendments in accordance with clause 2.2, CPS may amend this agreement on 90 days’ notice to Customer. If the amendment is detrimental to Customer, Customer may terminate this agreement by giving notice within 30 days of CPS notice, effective on the date the amendment would otherwise take effect. Otherwise, this agreement may only be amended by written agreement of the parties.

5.5 Any notice to be given under this agreement will be in writing and delivered by email either to (a) CPS at info@copleypestcontrol.com

5.6 If any term is held illegal or unenforceable, it will be deemed not to form part of this agreement and the remainder of this agreement will not be affected.

5.7 This agreement contains the whole agreement between the parties and supersedes any prior agreement between them relating to the Services, and any terms submitted by Customer. The parties confirm that they have not entered into this agreement based on any representations not expressly included or referred to in this agreement.

5.8 CPS shall process personal data in relation to this agreement in accordance with its privacy notice located at: https://www.copleypestcontrol.com. If Customer does not wish to receive marketing information from CPS, it can opt out by sending a request to info@copleypestcontrol.com, but CPS may continue to send communications necessary to perform this agreement.

5.9 All existing or future intellectual property rights, whether registered or not, shall remain the exclusive property of CPS and shall not be transferred by CPS in the provision of the Services.

5.10 The parties shall comply with laws relating to this agreement and the Services. Each party shall promptly report to the other party any request or demand for any undue financial or other advantage in connection with this agreement.

5.11 Other than payment of the Fees, neither party shall be liable for any failure or delay which is caused by circumstances beyond its reasonable control. If the circumstances continue for more than 30 days, either party may terminate this agreement by giving notice.

5.12 This agreement and any dispute or claim arising in connection with it shall be governed by and interpreted in accordance with the law of England. The parties submit to the exclusive jurisdiction of the English courts.

JMS BFD limited t/as Copley Pest Solutions, 3 Feast Field, Leeds, LS14 8TJ, registered in England with company No 13555128

SPECIAL TERMS: GOODS AND RENTAL EQUIPMENT

1. GOODS

1.1. Customer shall pay the Fees for products sold by CPS to Customer (“Goods”) as a Job or as part of a Periodic Service as set out in the Quote. 1.2. For Goods provided as a Job, the limitation of liability amount set out in Clause 4.4 shall be amended to be the amount paid by Customer for Goods under this agreement.

1.3. CPS shall deliver and install (where installation is included in the quote) the Goods as set out in the Quote.

1.4. Risk of damage to or loss of any products sold by CPS to Customer (“Goods”) shall pass to Customer upon delivery to or installation (where installation is included) at the Premises.

1.5. Customer will not own any Goods until CPS has received payment in full for the Goods in cleared funds.

1.6. Until Customer has taken ownership of Goods, Customer will:

a) keep the Goods separate from any other items so that they can be readily identified as belonging to CPS;

b) properly store, protect and insure the Goods;

c) return the Goods to CPS on CPS request; and

d) permit CPS to enter the Premises and remove any Goods not returned upon request.

2. RENTAL EQUIPMENT

2.1. Customer shall pay the Fees for products owned by CPS and provided to Customer on a rental basis (“Rental Equipment”) as set out in the Quote. 2.2. As part of the Services, CPS shall repair Rental Equipment so that it is kept in good working order, provided Customer has complied with its obligations under the agreement.

2.3. Customer shall pay CPS at the then current standard hourly rate for any maintenance of, or repair to, the Rental Equipment to the extent due to acts or omissions not attributable to CPS, including but not limited to: (a) wilful or careless damage, negligence, mishandling, tampering or any unauthorised repairs by Customer or on Customer’s behalf; or (b) vandalism.

2.4. CPS shall be entitled to replace any Rental Equipment at any time when CPS believes it is appropriate to do so. Any replacement Rental Equipment shall be of at least an equivalent standard to that which CPS has removed.

2.5. Customer shall:

a) be responsible for any damage to or loss of any Rental Equipment, except for damage that CPS is obliged to repair as set out in clause 2.2; b) not sell or give the Rental Equipment to anybody else;

c) insure the Rental Equipment for its replacement value against all risk of loss or damage (other than damage occurring during its normal operation and/or use);

d) insure against injury (including death) to any persons or for loss of or damage to property as a result of the any misuse of the Rental Equipment or for Customer’s negligence;

e) immediately notify anyone claiming possession of the Rental Equipment that it belongs to CPS;

f) comply with all statutory and safety requirements relating to the use of the Rental Equipment;

g) notify CPS immediately if the Rental Equipment is damaged or lost;

h) not remove any labels or signs indicating that the Rental Equipment belongs to CPS;

i) not permit anybody other than CPS to remove, repair or maintain the Rental Equipment; and

j) permit CPS to enter the Premises:

i. at any reasonable time, to inspect the Rental Equipment;

ii. to remove the Rental Equipment on termination of this agreement for any reason. CPS shall exercise reasonable care when removing the Rental Equipment from the Premises but shall not be responsible for restoring the Premises (including any services such as electrical supply) to its original state.

2.6. If upon termination of this agreement, CPS is unable to recover the Rental Equipment (unless due to CPS fault) Customer shall pay CPS the replacement value of such Rental Equipment upon receipt of an invoice.

JMS BFD limited t/as Copley Pest Solutions, 3 Feast Field, Leeds, LS14 8TJ, registered in England with company No 13555128

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