General
1. The following terms and conditions apply to all services offered by Balcony Business Services, the trading name of Balcony Business Services Limited.
2. Balcony Business Services is a limited company registered in England and Wales. Registration No. 03509258. Our registered office and trading address is at Clouds House, George Road, Yorkley, Gloucestershire GL15 4TL. We are not registered for VAT.
3. If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to our trading address. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.
4. Should you have any queries in relation to any matter set out in these Terms, please do not hesitate to contact us and we will seek to clarify the matter of concern.
5. The acceptance of a quote/order shall be deemed as a contractual agreement between the Customer and Balcony Business Services. By agreeing to these terms and conditions your statutory rights are not affected.
6. Please read these terms carefully, they will apply to any contract made between us to the exclusion of any other terms you may seek to impose or incorporate or which are implied by trade, law, custom, practice or course of dealing. By ordering services from Balcony Business Services, you are agreeing to the following terms and conditions:
Interpretation
7. In these terms of business, the following words shall have the following meanings:
8. “Balcony” or “Balcony Business Services” means Balcony Business Services Limited also referred to as ‘the Company’ ‘we’, ’our’ or ‘us’.
9. “Client” or “Customer” means the company or organisation purchasing the Services.
10. “Services” means the services to be provided by Balcony Business Services which are the subject of an order between Balcony Business Services and the Client.
11. On receipt of your enquiry for consultancy services we will provide you with a written quotation setting out the services you require (Services) including the deliverables to be produced in the provision of the Services (Deliverables) our price and any other information we deem necessary (Quotation).
Our Contract
12. Before we commence the provision of the Services, we require you to provide us with a purchase order or a written acceptance of our Quotation (Order).
13. Your Order constitutes an offer by you to purchase the Services in accordance with these Terms. Your Order will only be deemed accepted when we issue you with a written acknowledgement of Order or commence provision of the Services at which point a contract will come into existence between us upon these Terms (Contract).
14. Please note any Quotation given by us remains valid for up to 30 days from date of issue only.
15. It is important that you consider the contents of your Order carefully as the Services will be supplied in accordance with the Order. You are responsible for notifying us if you think there is a mistake or require any changes to it. We will confirm any changes in writing to avoid any confusion between us.
16. Once your Order has been accepted by us should you cancel the same, you will be liable to pay for all Services delivered up to the date of cancellation and for any costs and expenses incurred by us in the performance of the Services up to the date of cancellation (including but not limited to the costs of any labour or materials).
Services
17. Balcony Business Services will provide the Services in accordance with your Order using reasonable skill and care.
18. In the provision of the Services we may provide you with any preliminary materials which we will require you to approve before we proceed to the next stage of performance of the Services.
19. We will use all reasonable endeavours to meet any performance dates set out in the Order but such dates are estimates only.
20. We reserve the right to perform the Services and deliver the Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not allow you to cancel any other instalment unless by prior agreement.
21. We reserve the right to make any changes to the Services which are necessary to comply with any applicable laws or safety requirements or which do not materially affect the nature or quality of the Services. We will notify you of such changes.
22. In providing the Services, additional services may be required. If additional services are required, we will use all reasonable endeavours to advise you of the additional services and any additional costs (including an increase in our total charges) and the impact upon any agreed timescales. Save where such additional services are required as a matter of urgency, we will not undertake any additional services without your consent.
23. If you require a change to the Services, please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges payable.
Your Obligations
24. To enable us to perform our obligations under the Contract you will:
(a) cooperate with us in all matters relating to the provision of the Services;
(b) provide us with clear, timely and accurate instructions;
(c) comply with our reasonable instructions;
(d) provide us with such information, images, art or design works, content and documentation as we may reasonably require and ensure such information is accurate and complete in all material respects;
(e) promptly notify us of any inaccuracies in any information supplied by you and supply us with the correct information;
(f) where you are supplying any artwork, images, content or materials you will ensure the same are made available to us within specified timescales to enable us to perform our obligations under the Contract.
(g) You warrant that you are the owner of all rights in the Materials or are duly authorised to allow us to use the same in the provision of the Services;
(h) unless we have agreed to obtain the same on your behalf, you will be responsible for obtaining all necessary approvals, licences, consents or permissions to enable us to perform our obligations and you will comply at all times with such approvals, licences, consents or permissions;
(i) ensure any database which you require us to use in the provision of the Services contains names and contact information which are true and accurate and does not include the names and contact information for those customers/clients or potential customers/clients who have asked to be removed from the said database;
(j) ensure that any content you supply to be incorporated in the Services does not infringe any applicable laws or regulations or third-party rights. We reserve the right to refuse to incorporate any such content in the Services.
25. Please note that if our performance of the Services is delayed or prevented by an act or omission on your part (or that of your officers, employees, agents or Contractors) or any failure to comply with your obligations (Default):
(a) we may, without limiting our other rights and remedies, suspend performance of the Services until such time as the Default is remedied;
(b) we will not be liable for any costs; charges or losses you incur or sustain;
(c) you shall reimburse us on written request for any costs or losses we sustain or incur arising from your Default.
Our Charges
26. Our Charges for carrying out the Services are set out in the Quotation (Charges).
27. Our Charges are exclusive of VAT.
28. Our payment terms are set out in the Quotation. If no payment terms are stated in the Quotation or otherwise agreed in writing we will invoice you monthly and payment of our Charges must be made within 30 days of the date of our invoice. Any query in relation to our invoice must be raised within 2 working days of the date of our invoice otherwise our invoice shall be deemed accepted by you.
29. Payment by you of all sums due shall be made in full without deduction, set off or counterclaim.
30. If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):
(a) suspend the Services with immediate effect until you have paid us the outstanding amount; and/or
(b) charge interest to you on the overdue amount at the rate of 3% a year above the base rate of Lloyds Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
Our Liabilities to You
31. The following provisions set out our entire financial liability to you (including without limitation any liability for the acts or omissions of our employees, agents and sub-Contractors in respect of:
(a) any breach of Contract howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this Contract.
32. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
33. We shall not be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
34. Our total liability to you in respect of all losses arising under or in connection with this Contract whether in Contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges.
Termination
35. Without limiting our other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
36. Termination of this Contract shall be without prejudice to any rights or liabilities which have accrued at the date of termination.
37. On termination of this Contract you will immediately pay all outstanding unpaid invoices and interest and in respect of Services carried out, but for which no invoice has been raised (including but not limited to materials or services ordered for incorporation into the Services) we shall submit an invoice for all charges then due which you will pay immediately upon receipt.
38. Termination will not affect the provisions dealing with intellectual property rights, limitation on liability or confidentiality which shall remain in full force and effect.
39. Without limiting its other rights or remedies, each party may terminate this Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of this Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to (i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Forces Outside Our Control
40. Balcony Business Services will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
41. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation planning restriction, legislative changes, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, adverse weather conditions, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network services.
42. If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
(c) If an Event Outside Our Control prevents us from commencing or restarting the Services within 3 months of the date of suspension, we reserve the right to review the Charges.
Other Important Terms and Conditions
43. This Contract constitutes the entire agreement between Balcony Business Services and you the Customer. You acknowledge that you have not relied on any statement, promise, assurance, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
44. We may transfer or subcontract our rights and obligations under these Terms to another person or organisation, but this will not affect your rights or our obligations under these Terms.
45. Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by us.
46. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
47. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
48. Each of the paragraphs of these Terms operates separately.
49. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
50. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
51. This Contract is governed by English and Welsh law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.
