Business Terms & Conditions
1. These terms
1.1 What these terms cover. These terms and conditions (Terms) apply to the order by you and supply of services by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
1.2 Why you should read them. Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide the services to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
1.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2. Information about us and how to contact us
2.1 Who we are. We are R3 Direct, a trading name of R3 Repairs Limited, a private limited company incorporated in Scotland with registration number SC361210 and having its registered office at 18-20 Market Street, Haddington, East Lothian EH41 3JL. Our registered VAT number is 974 8386 58. We operate the website www.r3direct.co.uk.
2.2 How to contact us. You can contact us by telephoning 03000 999 247 or by writing to us at customerservices@R3direct.co.uk or 18-20 Market Street, Haddington, East Lothian EH41 3JL. How to give us formal notice is set out in clause 17.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these Terms, this includes emails.
3. Our contract with you
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the services specified in the order subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 How we will accept your order. Our acceptance of your order will take place when we send you an order acknowledgement, at which point the Contract will come into existence between you and us.
3.4 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the services. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the services or because we are unable to meet a delivery deadline you have specified.
3.5 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.6 We only sell to the UK. Our website is solely for the promotion of our services in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
4. Our services
4.1 We warrant to you that the services will be provided using reasonable care and skill.
4.2 In addition to your obligations under clause 4.3, where the services are provided and undertaken on site at the location specified by you, you are required to provide at your own cost, water, electricity, access and such other facilities deemed reasonable and necessary by us to enable us, our employees, consultants, agents or any subcontractors to provide the services. This includes, where appropriate, the provision, obtaining and maintaining of necessary licences, permissions, permits, consents and training which may be required for the services prior to the date on which the services are to start to enable us, our employees, consultants, agents and subcontractors to provide the services.
4.3 You shall:
4.3.1 ensure that the terms of the order and any information you provide in the specification are complete and accurate;
4.3.2 co-operate with us in all matters relating to the services;
4.3.3 provide us, our employees, agents, consultants and subcontractors, with access to your premises and other facilities as reasonably required by us;
4.3.4 provide us with such information and materials as we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects;
4.3.5 prepare your premises for the supply of the services;
4.3.6 comply with all applicable laws, including health and safety laws;
4.3.7 keep all our materials, equipment, documents and other property (Materials) at your premises in safe custody, maintain the Materials in good condition until returned to us, and not dispose of or use the Materials other than in accordance with our written instructions or authorisation.
4.4 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):
4.4.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the services until you remedy the Default, and to rely on the Default to relieve us from the performance of any of our obligations in each case to the extent the Default prevents or delays our performance of any of our obligations;
4.4.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.4; and
4.4.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.
5. Your rights to make changes
If you wish to make a change to the services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. Our rights to make changes
6.1 Minor changes to the services. We reserve the right to amend the specification of the services to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services, and we shall notify you in any such event.
6.2 More significant changes to the services and their terms. We may change the services if we arrive at the premises to provide the services and there is something that you have not told us that requires a revision to the scope of services. If we do so we will notify you about any change to the price of the services, the timing of supply or anything else which would be necessary as a result of the revision to the scope of services. If the consequences of the revised scope of services are not acceptable to you, you may then contact us to end the Contract and receive a full refund for any services paid for but not received.
7. Providing the services
7.1 When we will provide the services. During the order process we will let you know when we will provide the services to you. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
8. Price and payment
8.1 VAT. The price of the services excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of provision of the services, we will adjust the VAT you pay, unless you have already paid for the services in full before the change in VAT takes effect.
8.2 Where to find the price for the services. The price of the services will be the price indicated on the order pages when you placed your order or, where a price is not included on the order pages, for example for larger scope of services which require a contract manager to visit your premises to price the services, the price agreed between us. We take all reasonable care to ensure that the price of the services advised to you is correct. However please see clause 8.4 for what happens if we discover an error in the price of the services you order.
8.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.
8.4 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the services' correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the services correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid.
8.5 When you must pay and how you must pay. We accept payment with most major credit or debit cards. When you must pay depends on the following:
(a) At our sole discretion and, subject to provision of adequate credit references for you, for which an administration charge may be made, a credit account facility may be provided to you on the strict understanding that all payments are due in full within 14 calendar days of the date of issue of interim or final invoices for the services.
We shall invoice you on completion of the services or in accordance with the terms otherwise agreed between us in writing.
You shall pay each invoice submitted by us:
(i) within 14 days of the date of the invoice or in accordance with any credit terms agreed between us; and
(ii) in full and in cleared funds to a bank account nominated in writing by us; and
time for payment shall be of essence in the Contract between us.
You may not avoid your payment responsibility to us in the event of:
(i) the charges made by us not being covered by a valid insurance policy; or
(ii) late payment by your insurers.
(b) In the event that we are unable to secure adequate credit references for you, or in the event of any issue arising considered by us to affect your creditworthiness, a deposit may be required prior to commencement of the services, with further stage payments as considered appropriate by us. In such circumstances all invoices, deposits or further stage payments are subject to immediate settlement by you.
(c) On projects that at our sole discretion we deem appropriate, we may require you to make stage payments on account. We may also require payment to account prior to the commencement of the services in order to purchase materials and undertake project planning.
8.6 Our right of set-off. You must pay amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.7 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Bank of Scotland plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. In the event of extended late payment by you, it is our policy to involve a third party debt recovery agent or have recourse to legal proceedings, as may be expedient or necessary, to recover monies owing in full and any charges incurred by us in the recovery of late payments will be payable in addition to the outstanding payments.
8.8 What to do if you think an invoice is wrong. Any issues or disputes relating to the accounting of our invoice must be made either (i) verbally to our representative responsible for the provision of the services; or (ii) in writing to our registered office but in either event within 7 days of the date of issue of the said invoice, and will not be considered or accepted as a relevant reason for delayed or late payment thereafter.
9.1 Where the services are provided in connection with a loss covered by a valid insurance policy, you understand that we will act in accordance with the instructions of the insurers.
9.2 You agree to provide us with a signed mandate for payment of the net amount direct from your insurers to us either by way of deposit, stage payments or on completion of the services, and in accordance with the payment terms agreed between us.
9.3 Any other monies over and above the amount specified on the mandate, which may be due in respect of VAT, insurance excess or additional services or goods requested by you, are strictly your responsibility in accordance with the payment terms specified in these Terms.
9.4 In the event of late payment by your insurers, regardless of existence of the mandate or any delays on the part of your insurers, agents or representatives, full responsibility for immediate settlement of our invoices, including any interest accrued for late payment, shall be your responsibility.
10. Your Responsibilities
10.1 Any issues or disputes relating to the quality of the work undertaken by us or any subcontractor must be made in detail to us in writing within 5 days of completion of the services or completion of the relevant part of the services.
10.2 Any loss, damage or injury to your property, should be immediately notified verbally to our representative responsible for the provision of the services, with a detailed description of the incident and its consequences to be delivered in writing to our registered office within 5 days of the occurrence of the incident.
10.3 You must be able to demonstrate the relevance of any dispute or damage claim to our reasonable satisfaction.
10.4 You will provide access to us, our subcontractors or nominated representatives or experts to independently evaluate a problem or dispute if required by us.
10.5 In the event of the dispute not being independently substantiated, you agrees to meet all reasonable expenses incurred by us in connection with the investigation.
11. Our responsibility for loss or damage suffered by you
11.1 Nothing in the Contract shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1 loss of profits;
11.2.2 loss of sales or business;
11.2.3 loss of agreements or contracts;
11.2.4 loss of anticipated savings;
11.2.5 loss of use or corruption of software, data or information;
11.2.6 loss of damage to goodwill; and
11.2.7 any indirect or consequential loss.
11.3 Subject to clause 11.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total sums paid by you for the services under the Contract.
11.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.5 We shall not be liable to you after the services have been completed and accepted to your satisfaction, acknowledgement of which, unless otherwise agreed, shall be deemed to be given if you have not otherwise notified us in accordance with the provisions of clause 10 of these Terms.
11.6 You assume all liability for accidents and damage on site caused by or arising as a result of the condition of your property where not otherwise disclosed or reasonably apparent from general inspection.
11.7 If during the course of carrying out the services, we have cause to note or report any unexpected defects that may become apparent in your property, unless by any written revision of the Contract agreed between you and us, we will have no obligation or liability in respect of making good such defects or for the consequences of you not making good said defects.
11.8 If you elect not to arrange insurance cover or arrange for uplift, removal and/or storage of your moveable property away from the premises in which we are providing the services, we will have a limit of liability for loss, damage or total destruction of your moveable property of £100 for any one item, subject to an aggregate maximum liability of £1,000 for all items of moveable property lost, damaged or destroyed during any one Contract of specified or unspecified duration.
11.9 We assume no liability whatsoever in any circumstances for pre-existing defects of any kind.
11.10 This clause shall survive termination of the Contract.
12.1 Without limiting any of our other rights, we may suspend the supply or delivery of the services to you, or terminate the Contract with immediate effect by giving written notice to you if:
12.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so
12.1.2 you fail to pay any amount due under the Contract on the due date for payment;
12.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
12.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Termination of the Contract shall not affect ye on or after termination shall remain in full force and effect.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
13.2.1 we will contact you as soon as reasonably possible to notify you; and
13.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our provision of the Services to you, we will arrange a new supply date with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.
14. Data Protection
14.1 As part of our normal customer acceptance procedures, we may use information about you to carry out a search of your details with credit reference agencies for credit assessment and you agree to such processing of information.
14.2 Where we processes Personal Data in the provision of the services under these Terms as a data processor under the Data Protection Act 1998 we shall:
14.2.1 process the Personal Data only in accordance with your instructionsfrom time to time and shall not process the Personal Data for any purposes other than those expressly authorised by you;
14.2.2 take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data;
14.2.3 process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments;
14.2.4 having regard to the state of technological development and the costs of implementing any measures, we will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected; and
(iii) take reasonable steps to ensure compliance with those measures.
14.3 You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.
14.4 We may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:
14.4.1 is on terms which are substantially the same as those set out in the Contract; and
14.4.2 terminates automatically on termination of the Contract for any reason.
14.5 For the purposes of this clause Personal Data has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which you are the Data Controller and in relation to which we are providing services under the Contract.
15. Corrupt Gifts or Payments
15.1 You shall not offer to give, or agree to give, to any of our employees or representatives any gift or consideration of any kind as inducement or reward for doing or refraining from doing or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other contract with you or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such other contract. Your attention is drawn to the offences created by the Bribery Act 2010 as amended from time to time.
16. Intellectual Property Rights
16.1 All intellectual property rights in any reports, documents, specifications, instruction, plans, drawings, patents, models or designs, whether in writing or on magnetic or other media furnished to or made available to you by us or arising out of or in connection with the services (other than intellectual property rights in materials provided by you) shall be owned by us.
17.1 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.2 A notice or other communication is deemed to have been received:
17.2.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
17.2.3 if sent by email, at 9.00 am the next working day after transmission.
17.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. Other important terms
18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation.
18.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
18.3 Nobody else has any rights under this contract. This Contract is between you and us. No other person shall have any rights to enforce any of its Terms.
18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the clause of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by Scots law and you can bring legal proceedings in respect of the services in the Scottish courts.