1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Event Outside Our Control: is defined in clause 12.2;
(b) Goods: the goods that We are selling to you as set out in the Specification;
(c) Order: your order for the Goods and/or Services placed in accordance with these Terms;
(d) Services: the services that We are providing to you as set out in the Specification;
(e) Specification: the job specification as set out in the Schedule and incorporated into the Order;
(f) Terms: the terms and conditions set out in this document; and
(g) We/Our/Us: Vello City Services Limited, Company Registration Number 09144533 of 16 Upper Woburn Place, London, WC1H 0BS.
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2. OUR CONTRACT WITH YOU
2.1 These are the terms and conditions on which We supply Goods, or Services, or both Goods and Services, to you.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order and these Terms are complete and accurate, before you place your Order. If you think that there is a mistake or require any changes, please contact Us to discuss. When you place your Order with Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in clause 2.3. If We are unable to supply you with the Goods and/or Services, We will inform you of this and We will not process the Order.
2.3 These Terms will become binding on you and Us when We contact you to tell you that We accept your Order at which point a contract will come into existence between you and Us.
2.4 In the event you request an emergency response service from Us, these Terms will become binding on you and Us upon Our communication to you that we will attend your property to carry out the emergency service.
2.5 We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
3. CHANGES TO ORDER OR TERMS
3.1 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 13.
4. DELIVERY AND INSTALLATION OF GOODS
4.1 Please note We do not accept orders from addresses outside the UK.
4.2 Following acceptance of your Order, We will contact you with an estimated delivery and installation date. Occasionally Our delivery and installation to you may be affected by an Event Outside Our Control. See clause 12 for Our responsibilities when this happens.
4.3 If We miss the agreed delivery and installation deadline for any Goods then you may cancel your Order straight away if any of the following apply:
(a) We have refused to deliver and install the Goods;
(b) delivery and installation within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) you told Us before we accepted your Order that delivery within the delivery deadline was essential.
4.4 If you do not wish to cancel your Order straight away, or do not have the right to do so under clause 4.3, you can give Us a new deadline for delivery and installation, which must be reasonable, and you can cancel your Order if We do not meet the new deadline.
4.5 If you do choose to cancel your Order for late delivery under clause 4.3 or clause 4.4, you can only do so for all of the Goods. If the Goods have been delivered to you, you will have to return them to Us or allow Us to collect them, and We will pay the costs of this. After you cancel your Order We will refund any sums you have paid to Us for the cancelled Goods and their delivery.
4.6 Delivery and installation of an Order shall be completed when We deliver the Goods to the address you gave Us and We have completed the installation in accordance with the Specification. The Goods will be your responsibility from that time.
4.7 We may have to suspend delivery and installation if the Goods cannot be connected or installed due to incompatible connections on the Goods or incompatible connections at your property. If We suspend delivery and installation under this clause 4.7 and We have already attended the property at which the delivery and installation of Goods are required We may make an additional charge of a reasonable sum to cover Our reasonable travel expenses and time spent travelling to the property. We will provide you with a written report as to the reason the Goods could not be installed.
4.8 You own the Goods once We have received payment in full.
5. IF THE GOODS ARE FAULTY. THIS CLAUSE ONLY APPLIES IF YOU ARE A CONSUMER
As a consumer, you have legal rights in relation to Goods that are faulty or not as described. We are under a legal duty to supply Goods that are in conformity with this contract. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. THIRD-PARTY MANUFACTURER’S GUARANTEE OF GOODS
6.1 The Goods will generally come with a manufacturer’s guarantee. For details, please refer to any manufacturer’s guarantee provided with the Goods.
7. PROVIDING SERVICES
7.1 We will supply the Services to you from the date and/or time set out in the Specification until the estimated completion date or time set out in the Specification.
7.2 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 12 for Our responsibilities when an Event Outside Our Control happens.
7.3 We will need certain information from you that is necessary for Us to provide the Services, for example, an address for the property at which Our services are required, instructions as to how We should access the property, any restrictions on access to the property or the source of the problem, confirmation We will be able to access the property, where We can locate the stopcock (if applicable) and whether We will require a ladder. We will contact you about this. If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required, in accordance with Our labour rates from time to time in force. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked.
7.4 We may have to suspend the Services if We have to deal with technical problems, or to make improvements to the Services agreed between you and Us in writing. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 7.4 but this does not affect your obligation to pay for any invoices We have already sent you.
7.5 We may have to suspend the Services if it is apparent that the Services required do not comply with any UK rule, regulation or standard that We must comply with in the provision of Our Services. If We suspend the Services under this clause 7.5, you do not have to pay for the Services while they are suspended however if We have already attended the property at which the Services are required We may make an additional charge of a reasonable sum to cover Our reasonable travel expenses and time spent travelling to the property. We reserve the right to suspend the Services if you are unreasonably rude or abusive to Us. If We suspend the Services under this clause 7.6 you are still required to pay Us under these Terms.
7.6 We will generally attend your property to supply the Services by bicycle. By accepting these Terms you agree to allow Us to bring 2 Brompton bicycles into your property providing the bicycle is folded and put inside its carry bag.
7.7 If you do not pay Us for the Services when you are supposed to as set out in clauses 9.4 and 9.5, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 9.7). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 9.6.
8. IF THERE IS A PROBLEM WITH THE SERVICES
8.1 In the unlikely event that there is any defect with the Services:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable and, in any event, within 48 hours of Us being notified of the problem.
You will not have to pay for Us to repair or fix a defect with the Services under this clause 8.1.
8.2 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described in the Specification. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
9. PRICE AND PAYMENT
9.1 The price of the Goods and/or the Services will be set out in the Specification or, in the case of an emergency response service, as notified to you prior to the commencement of the Services. Our prices may change at any time, but price changes will not affect Orders that you have already placed.
9.2 These prices do not include VAT which will be payable by you in addition at the then current rate.
9.3 Where We are providing Goods to you at a price exceeding £300.00, We will ask you to make an advance payment of 25% of the price of the Goods as set out in the Specification. You must make payment for Goods by credit or debit card. We accept payment with Mastercard, Visa, American Express, Maestro, V Pay, Electron and JCB. We will invoice you for the balance of the Goods on or any time after completion of delivery and installation of the Goods.
9.4 Where We are providing Services to you, We will ask you to make an advance payment of 25% of the price of the Services as set out on the Specification if the price of the Services exceeds £300.00. Your rights to a refund on cancellation are set out in clause 13. We will invoice you for the balance of the Services on or any time after completion of the Services. Each invoice will quote the Order number.
9.5 If you are a business customer, you must pay each invoice in cleared monies within30 calendar days of the date of invoice by bank transfer.
9.6 If you are a consumer customer and an invoice is issued to you by email or otherwise presented to you when Our engineer is still on site, the invoice must be paid as soon as the Services are completed.
9.7 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank 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.
9.8 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 9.6 will not apply for the period of the dispute.
10. OUR LIABILITY TO YOU IF YOU ARE A CONSUMER ONLY
10.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of Our breach or if it was contemplated by you and Us at the time we entered into this contract.
10.2 If We are installing the Goods and/or providing Services in your property, We will make good any damage to your property caused by Us in the course of installation or performance. However, We are not responsible for the cost of repairing any pre-existing faults or damage to your property that We discover in the course of installation and/or performance by Us.
10.3 If We generate any rubbish at your property whilst installing the Goods and/or providing Services, We will either take it immediately from your property or if this is not possible We will endeavour to collect it by 5pm on the same day. This is does not apply to any packaging from any product not supplied by Us.
10.4 We only supply the Goods and/or Services for domestic and private use. You agree not to use the Goods and/or Services for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.5 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
11. OUR LIABILITY TO YOU IF YOU ARE A BUSINESS ONLY
11.1 We only supply the Goods and/or Services for internal use by your business and you agree not to use the Goods and/or Services for any resale purposes.
11.2 Nothing in these Terms limits or excludes Our liability for:
(a) death or personal injury caused by Our negligence;
(b) fraud or misrepresentation;
(c) breach of terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
11.3 Subject to clause 11.2, We will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the supply of Goods and/or Services for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of date, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
11.4 Subject to clause 11.2, Our total liability to you in respect of all losses arising under or in connection with the supply of Goods and/or Services whether in or (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods and/or Services.
11.5 Except as expressly stated in these Terms, We do not give any representation warranties or undertakings in relation to the Goods and/or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Goods and/or Services are suitable for your purposes.
12. EVENTS OUTSIDE OUR CONTROL
12.1 We 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.
12.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation 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, power failure, road closures due to sporting events, fire, explosion, storm, flood, extreme snow, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
12.3 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. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
12.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods and/or Services. Please see your cancellation rights under clause 13. We will only cancel the contract if the Event Outside Our Control continues for longer than 2 weeks in accordance with Our cancellation rights in clause 14.
13. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND – THIS CLAUSE 13 ONLY APPLIES IF YOU ARE A CONSUMER CUSTOMER
13.1 Before We begin to provide the Services or the Goods are delivered, you have the following rights to cancel an Order for Goods and/or Services, including where you choose to cancel because We are affected by an Event Outside Our Control:
(a) you may cancel any Order for Goods and/or Services within 14 calendar days of placing an Order by contacting Us. We will confirm your cancellation in writing to you;
(b) if you cancel an Order under clause 13.1(a) and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts and any delivery charges to you;
(c) however, if you cancel an Order for Services under clause 13.1(a) and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Order because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), you do not have to make any payment to Us;
(d) unfortunately, if you cancel an Order for Goods under clause 13.1(a) and We have already despatched your Goods to you, We will not be able to cancel your Order until it is delivered. In this case, if you return the Goods to Us, We will have to charge you the cost of collection or you will have to pay the cost of returning the Goods back to Us. This will not affect your refund for the Goods themselves, but we will not refund any charges for delivery and any charge for collection will be deducted from the refund that is due to you.
(e) Your right to cancel under this clause
13.1 will not apply if We have been called to your property to effect emergency repair Services.
13.2 Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 2days of you asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We are affected by an Event Outside Our Control.
14. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
14.1 We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or (in the case of Services) key personnel or key materials without which We cannot provide the Services. If this happens:
(a) We will promptly contact you to let you know;
(b) if you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you;
(c) where We have already started work on your Order for Services, We will not charge you anything and you will not have to make any payment to Us.
14.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least  calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
14.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) you do not pay Us when you are supposed to as set out in clauses 9.4 and 9.5. This does not affect Our right to charge you interest under clause 9.6; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 2 days of Us asking you to in writing.
15. INFORMATION ABOUT US AND HOW TO CONTACT US
15.1 We are a company registered in England and Wales. Our company registration number is 09144533 and Our registered office is at 71-75 SHELTON STREET LONDON WC2H 9JQ Our registered VAT number is192669562.
15.2 If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning Our customer service team at 0203 741 8018 or by e-mailing Us at firstname.lastname@example.org.
15.3 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract for services which We have started to provide), you can send this to Us by e-mail, by hand, or by pre-paid post to Vello City Services Limited at 16 Upper Woburn Place, London WC1H 0BS. 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 provide to Us in the Order.
16. HOW WE MAY USE YOUR PERSONAL INFORMATION
16.1 We will use the personal information you provide to Us to:
(a) provide the Goods and/or Services;
(b) process your payment for such Goods and/or Services; and
(c) inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
16.2 You agree that We may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
16.3 We will not give your personal data to any other third party.
17. OTHER IMPORTANT TERMS
17.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
17.2 You may transfer the benefit of the guarantee in clause 6.1 to any purchaser of your property. You may only transfer your other rights or your obligations under these Terms to another person if We agree in writing.
17.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms. However, the purchaser of your property will have the benefit of the guarantee at clause 6.1 if you transfer it to them, but We and you will not need their consent to cancel or make any changes to these Terms.
17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.5 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.
17.6 If you are a consumer, please note that these Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
17.7 If you are a business, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a contract for the provision of Goods and/or Services or its subject matter or formation (including non-contractual disputes or claims).