Designed from the Company’s point of view, this Maintenance Services Contract is intended as a template for any company who is engaged in the business of providing maintenance services to a Client.
These terms and conditions are intended to be used with a schedule of services and charges submitted by the Company to a Client, and a form of Schedule is included.
The Form of Agreement needs to be completed by the Company and Client, and the Terms & Conditions plus other relevant documents sent to the Client. If the Client wants to change anything, it may be necessary to have another Schedule drawn up, signed incorporating the changes.
To avoid later disputes it is advisable for both parties to be very clear as to the detailed scope of the services, the equipment to be installed and the price – vagueness in the specification is more likely to result in disputes than clarity.
Turning to the specific clauses in the Terms & Conditions:
1. CONTRACT FORMATION
This is intended to make it clear that the Company’s terms and conditions override those of the Client. In practice, this can be more difficult than it appears and legal advice should be obtained.
2. GENERAL OBLIGATIONS OF COMPANY
The Company has basic obligations to exercise reasonable skill and care, and provide Services as agreed between the Company and the Client.
3. GENERAL OBLIGATIONS OF CLIENT
The Client is responsible for giving the Company access to the site when he needs it and for providing facilities such as secure storage for equipment, power supply etc. Responsibility for getting planning consents is with the Client.
4. CONTRACT PRICE & PAYMENT
This refers back to the Schedule to a large extent but in case the Schedule does not cover everything, there is provision for weekly / monthly payment. The Company also has the right to give notice to suspend the work for non-payment (this is a statutory right for construction contracts in the UK) as well as the right to claim interest on late payment.
The statutory interest entitlement works out at 8% above base rate. Costs can also be claimed under the Act referred to in this clause. For more information there is a helpful website at www.payontime.co.uk.
This is designed to ensure that if a Client asks for a change to the Services provided by the Company, the Company will be paid for it at an appropriate rate. To the extent that a variation in the Services results in a change to the contract period or cost to the Client, this clause sets out the Company’s rights and obligations.
6. PROPERTY AND RISK
Ownership of all equipment is retained by the Company until everything has been paid for, but risk of loss or damage passes to the Client when equipment is delivered to the site. The Company’s liability in the event of any damage is limited.
This will need to be tailored to the particular circumstances but under our clause the Client is responsible for insuring the equipment and services and the Company has to maintain public liability and employers liability insurance.
This refers to the initial period of the contract and confirms that the contact will continue unless legally terminated.
9. LIMIT OF LIABILITY
Under this clause, the Company has responsibility for remedying defects in any Services performed, at the request of the Client.
This clause makes it clear that the Company will not be liable to the Client for losses incurred by the Client, and limits the financial liability of the Company under the Contract, insofar as the law allows.
Legal advice is recommended here as the wording of limitation clauses may need to be adjusted to take account of particular circumstances and there is also legislation designed to protect consumers against unfair terms.
This gives the Company party the right to terminate the contract if the Client fails to pay or commits another material breach of the Contract. Either party may terminate the contract if the other party becomes insolvent. The financial consequences of termination are discussed, with particular reference to amounts due to the Company.
11. INTELLECTUAL PROPERTY
The Company’s designs are owned by the Company, and the Client has limited rights to use them, as set out in this clause.
12. FORCE MAJEURE
Unforeseeable events such as flood and fire are covered by this clause, limiting Company liability to the Client.
This clause contains a three stage method of resolving disputes – first, direct negotiation, second a referral to adjudication and, thirdly, the courts of England and Wales. There is information on adjudication in the Free Information (Alternative Dispute Resolution) note on our website.
This contains a number of provisions concerning notices, assignment, etc. For more detail on some of these subjects, see the Free Information (Boilerplate Clauses) note on our website.