Standard Terms and Conditions

STANDARD TERMS & CONDITIONS UPDATED 01/03/2024

For Design, Supply, Construction & Maintenance of Adventure Activities

7x19 Consultancy Limited

1. DEFINITIONS

In these Conditions:

“Adventure Activity” means any ropes course, zip wire, activity tower, giant swing, net park or other activity supplied, built or maintained by the Contractor.

"Client" means the party engaging the Contractor as named as such in the proposal, invoice & order confirmation.

“Completion Date” means the date on which the works are due to be completed;

“Contract” means the contract between the Client and the Contractor for the works comprising the proposal, these Terms & Conditions, the order confirmation and any other documents specified in the proposal;

"Contractor" means 7x19 Consultancy Limited.

"Contract Price" means the price payable by the Client to the Contractor for the Works, as shown in the proposal, (and as varied in accordance with the Contract);

“EN15567 part 1” means BS EN 15567-1:2015 Sports facilities. Ropes Courses. Construction and safety requirements.

“EN15567 part 2” means BS EN 15567-2:2015 Sports facilities. Ropes Courses. Operational requirements.

“ERCA” means the European Ropes Course Association.

“Force majeure” means in relation to either party, any circumstances beyond the reasonable control of that party (including without limitation, any strike, lock out or other form of industrial action but excluding lack of available funds).

“Intellectual property” means any patent, copyright, registered design, trademark, or other industrial or intellectual property right subsisting in the products or designs and documents relating to the works and/or produced as part of the contract, and any applications for any of the foregoing.

"Proposal" means the Contractor's proposal setting out the scope of works, timescales, costs and any other relevant information that forms part of the contract along with these T’s & C’s and the order confirmation;

“Order Confirmation” means the Contractor's confirmation of the summary of works and cost. That, once agreed by both parties forms the contract along with the invoices, these T’s and C’s and the proposal & any other documents as described in the proposal, referring to these Conditions;

“Site” means the location of the work taking place as detailed in the order confirmation, usually the Clients premises.

"Works" means the works described in the proposal (as amended in accordance with the Contract).

“Workmanship” means the degree of skill by which the adventure activity is assembled, constructed or built.

“7x19” means 7x19 Consultancy Limited, registered in England and Wales. Company number 11540692.

2. CONTRACT FORMATION

Acceptance of the Contractor's proposal by the Client constitutes the contract for the Contractor to carry out the Works in accordance with these Terms & Conditions.

The contract shall come into effect upon agreement and receipt of the order confirmation, receipt of a purchase order or payment of the first invoice.

3. GENERAL OBLIGATIONS

3.1 The Contractor will supply the works as stated in the final proposal/order confirmation.

3.2 The Contractor will exercise reasonable skill and care in the performance of the Works.

3.3 The Contractor will take all reasonable care to minimise ground damage during the Works. The Client agrees that if damage occurs, then unless otherwise expressed and documented in the signed order confirmation, the Contractor is not responsible to make good.

3.4 The Contractor will ensure that the design and construction as set out in the proposal, shall comply with all statutory requirements and regulations.

3.5 The Client will give the Contractor access to his premises as reasonably required by the Contractor to enable him to carry out the Works without interference by the Client or by other contractors of the Client.

3.6 The Client is responsible for obtaining any planning permission required for the Works. Unless otherwise agreed, the Contractor will be responsible for obtaining permits and licences needed in the course of the Works and the Client will give reasonable assistance as required by the Contractor. The cost of obtaining these permits and licences is included in the Contract Price unless otherwise stated.

3.7 The Client will allow the contractor to store materials on site.

3.8 Unless otherwise stated in the proposal, the Client will supply welfare facilities for the contractor whilst on site (including toilets, drinking water and rest facilities).

4. VARIATION

4.1 If the Client wishes to omit or vary any of the Works (or any design or materials) they must inform the Contractor in writing. The Contractor will then supply to the Client an estimate of the cost of the variation and the likely effect on the Contract period and Completion Date.

4.2 Unless the Client withdraws his request for a variation when he receives the Contractor's estimate, the Contract Price will be adjusted in accordance with the Contractor's estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the Works shall be agreed.

4.3 If a variation is agreed verbally, either the Contractor or the Client will confirm it in writing within 3 working days.

4.4 The Contractor will notify the Client if they encounter any difficulties which they could not have reasonably foreseen when submitting the proposal and, in those circumstances, a fair and reasonable adjustment to the Contract Price and Completion Date will be made.

Unforeseen circumstances include but are not limited to the following;

• Weather conditions preventing or restricting work rate
• Delays caused by the actions or non actions of the Clients
• Damage to underground services if not shown on a services map provided by the Client or notified to the Contractor before commencement of works.
• Delays caused by other contractors on the Clients site
• Delays caused by theft or malicious damage by a third party
• Delays caused by epidemics or pandemics

4.5 The Contractor reserves the right not to comply with any request for a variation which would increase the value of the Works by more than 25% of the original Contract Price.

5. CONTRACT PRICE & PAYMENT

5.1 The Contract Price is stated in the Proposal and it may be varied in accordance with these Conditions.

5.2 The Client shall pay the Contractor the Contract Price in accordance with the payment terms in the Proposal. The Contractor will submit a payment invoice on or before the submission date to the Client specifying the amount due to the Contractor.

5.3 The final date for payment of each payment invoice shall be 14 days from the date of the payment notice.

5.4 If the Client is dissatisfied with any part of a payment invoice and wishes to pay less than the amount shown in the payment invoice, they must at least 5 days before the final date for payment give notice to the Contractor specifying the amount he considers to be payable and the basis on which that amount is calculated. The undisputed parts of the payment invoice must be paid by the final date for payment and any disputed amount will be dealt with under clause 9 (Disputes). Except as stated in this clause, the Client has no right to withhold any money or set off any amount against a payment invoice of the Contractor.

5.5 If the Client fails to pay any amount properly claimed, the Contractor may suspend all or any of their obligations under the Contract until the payment is received after giving at least 7 days’ notice to the Client of his intention to suspend with reasons. Any period of suspension will entitle the Contractor to any reasonable costs they incur as well as an extension of time for completion of the Works.

5.6 Late payment entitles the Contractor to interest at the statutory rate of interest under the Late Payment of Commercial Debts Regulations from the due date until the date of actual payment or 8% p.a. above the Bank of England base rate if the Act does not apply.

5.7 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client. The Contractor will issue a valid VAT invoice or VAT receipt for each such amount.

6. INSURANCE & LIABILITY

6.1 The Contractor shall take out and maintain the following insurances (except as otherwise agreed or stated in the Quotation):

• Construction All Risks insurance for the full reinstatement value of the Works (unless the Works are in an existing building, when clause 6.3 will apply).
• Public & Products Liability Insurance for £5,000,000.
• Employer's Liability Insurance for £10,000,000

6.2 The Contractor will provide the Client with details of the insurances upon request.

6.3 Where the Works are to be carried out in an existing building, the Client will be responsible for insurance of the Works with the Contractor named as co-insured and the Client will provide details of the insurance to the Contractor upon request.

7. DURATION, HANDOVER & DEFECTS LIABILITY

7.1 The proposed Commencement Date and Completion Date are shown in the Proposal.

7.2 The Contractor will notify the Client within 5 working days of becoming aware of any event beyond their control which may prevent or delay completion of the Works by the Completion Date. The notice will specify the cause of the delay, the likely effect on the Completion Date and the Contractor's proposals for dealing with the matter. The Completion Date will then be extended as agreed by the parties or, failing agreement, decided under clause 9. The Contractor acknowledges that he must take reasonable steps to mitigate or reduce any delay.

7.3 The Contractor will give the Client notice of his intention to hand over the Works on completion and will give the Client the opportunity to inspect the Works before handover. The Contractor will then confirm the Completion Date to the Client.

7.4 The Contractor will be responsible for remedying any defects which appear within 1 year from the Completion Date and the Client must inform the Contractor as soon as they become aware of any defects for which the Contractor is responsible.

7.5 Defects in design, materials or existing structures supplied by the Client and defects attributable to fair wear and tear, environmental conditions, malicious vandalism, animal damage, rot and/or to misuse or failure by the Client to comply with any operating, maintenance manuals, ERCA standards and EN:15567 part 1 and 2 will not be the responsibility of the Contractor.

Where there are any goods, equipment or materials supplied by a third party as part of the works, the contractor does not give any warranty, guarantee or other term as to their quality, fitness for purpose, however, where possible, the contractor will assign to the Client the benefit of any warranty, guarantee or indemnity given by the third party supplying the goods.

The Contractor will not be liable for any defect in the equipment or materials except to the extent that this is due to the Contractor’s negligence.

7.6 The Contractor shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from:

1. any instructions or information supplied by the Client which are incomplete, incorrect, inaccurate, illegible, which constitute a misunderstanding or miscommunication between the Client or from any other fault of the Client
2. use of the Products other than in accordance with the contractors standard operating instructions, manufacturer's manuals/guidelines, EN:15567 (both parts) and European Ropes Course Association (ERCA) recommendations.

7.6 Except for their liability to remedy any defects for which they are responsible and which are notified to them within the time limits set out in 7.4, the Contractor will have no liability to the Client, in contract or in tort, for any other direct, indirect or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit. However, liability for death or injury of individuals due to the Contractor’s negligence is unlimited.

8. TERMINATION

8.1 The Contractor may give notice to terminate the Contract if the Client fails to make any payment to the Contractor within 30 days of the payment date or commits any other material breach of the Contract.

8.2 The Client may give notice to terminate the Contract if the Contractor commits a material breach of the Contract and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing.

8.3 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.

8.4 Termination will not affect the accrued rights and liabilities of the parties at the termination date.

9. DISPUTES

9.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.

9.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator will be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.

9.3 Any dispute that is not resolved by negotiation or adjudication will be finally settled by the courts of England and Wales.

9.4 The Contract is governed by the laws of England and Wales.

10. MATERIALS

10.1 Where the Client provides materials to the Contractor free of charge, those materials shall remain the property of the Client and shall be used solely in connection with the Contract. Any materials surplus to requirements shall be returned to the Client or disposed of at the Client’s direction.

10.2 Client materials stored at the Client’s property shall be insured by the Client and if lost or damaged while in the custody of the Client shall be replaced or made good at the Client’s expense. Materials that are lost or damaged while in the custody of the Contractor shall be replaced or made good at the Contractor's expense.

11. GENERAL

11.1 Notices. Every notice required under these Terms & Conditions shall be in writing and delivered by hand, sent by first class post or emailed to the address of the recipient.

11.2 Assignment. Neither party will assign any of his rights or obligations under the Contract without the prior written consent of the other.

11.3 Subcontracting. The Contractor will not sublet all of the Works but he will be entitled to sublet parts of the Works. Subcontracting will not relieve the Contractor of his obligations under the Contract.

11.4 Entire Agreement. The documents included in the Contract including the Proposal, Order Confirmation and these Terms & Conditions constitute the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the Works.

11.5 Amendment. Any amendment to the terms of the Contract shall only be effective if it is in writing and signed by an authorised signatory of the Client and the Contractor.

11.6 No Reliance on Representations. The Client acknowledges that he has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract. However, nothing in this clause shall limit or exclude liability for fraud.

11.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision(s) which is legally enforceable.

11.8 Waiver. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of a breach constitute a waiver of that breach by the other party.