Padel Home Official LLP Standard Terms & Conditions.
1.0 Interpretation
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation. Words imparting the singular shall include the plural and vice-versa.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to legislation or a legislative provision is a reference to it as amended or re- enacted and includes all subordinate legislation made under that legislation or legislative provision from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the interpretation of the words preceding those terms.
A reference to writing or written includes email. In this Contract:
“Padel Home Official LLP” means Padel Home Official LLP, a company registered in England & Wales with company number OC45394 and with its registered office address at 85 Great Portland Street, 1st Floor, London, W1W 7LT
“Padel Home Official LLP Materials” means any materials such as frame, glass, netting, turf, lighting (if applicable) related to the installation of padel courts, ground works or canopies, including any devices, tools or other physical items owned, operated or controlled by Padel Home Official LLP to provide the Services (whether directly or indirectly).
“Accepted Quotation” means the scope, description, and Charges for the Services and/or Goods set out in writing including any supporting schedules attached thereto which Padel Home Official LLP has offered to provide the Customer, and the Customer has agreed to purchase subject to the Conditions.
“Charges” means the price and charges for the Services and/or Goods payable by the Customer to Padel Home Official LLP, as notified to the Customer in the quotation or from time to time including any reasonable charges for early cancellation.
“Conditions” means these terms and conditions for the supply by Padel Home Official LLP of the Services and/or Goods to the Customer in accordance with the specifications and regulations applicable to the court type and location.
“Contract” means a contract governing the provision of the Services and/or Goods by Padel Home Official LLP to the Customer comprising, in order of precedence, these Conditions, the relevant Accepted Quotation, the information captured under the Registration Process (if applicable), and the relevant Order Form (if any).
“Customer” means the person, entity or firm who purchases the Services and/or Goods from Padel Home Official LLP referred to in the quotation.
“Customer Representative” means the person(s) acting on behalf of the Customer who is named on the Order Form (if any), or the person(s) acting on behalf of the Customer who is named in the Registration Process where applicable. Padel Home Official LLP may accept instructions from another person acting on behalf of the Customer who Padel Home Official LLP reasonably believes is acting with the Customer’s authority or knowledge.
“Goods” means any materials which are supplied by Padel Home Official LLP to the Customer pursuant to the Contract, as described in the Accepted Quotation.
“Classic, Panoramic or Super Panoramic Courts” are fixed to the ground by attaching the tempered glass and steel frame work modules to the concrete ring beam or concrete flooring.
“Portable Courts” are weighted to the ground surface by base plates, metallic boxes and a portable non fixed ring structure which the tempered glass modules are attached to.
“Group Company” means, in respect of an entity, any subsidiary or holding company of such entity or any subsidiary of any such holding company, all as defined by Section 1159 of the Companies Act 2006.
“Minimum Period of Service” means the minimum duration for the Services or any component of the Services, that shall mean no less than 12 months commencing on the maintenance Services Start Date, unless defined otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to Padel Home Official LLP to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
“Quotation” means a quotation for Services and/or Goods, filled out with all the necessary information provided by the Customer to Padel Home Official LLP.
“Registration Process” means the registration process determined by Padel Home Official LLP and completed on behalf of the Customer in relation to the provision of any part of the Services and/or Goods, as may be required by Padel Home Official LLP.
“Services” means the design, build, procurement, installation, project management, consultancy, resourcing, support and maintenance and/or other service(s) provided by
Padel Home Official LLP to the Customer under the Contract, as described in the Accepted Quotation.
“Site” means the place(s) at which Padel Home Official LLP agrees to provide the Services and/or to deliver the Goods, as the context requires. If the Customer is undertaking the groundworks, the Customer is responsible for ensuring that the installation site is properly prepared, including access to utilities (electricity for lighting, etc.), leveling of the ground, and removal of any obstacles.
“Site Administrator” means a person named by the Customer as the point of contact with Padel Home Official LLP for matters relating to the provision of any part of the Services and/or Goods.
“Working Day” means Monday to Friday, excluding bank and public holidays in England.
2.0 Commencement of this Contract
1. Contract begins on the earlier of:
A. The date on which Padel Home Official LLP receives acceptance of it’s quotation from the Customer either in writing, and or by payment, at which point such quotation becomes an Accepted Quotation pursuant to these Conditions; or
B. The Services Start Date.
2. Subject to any terms and conditions in the Accepted Quotation, and/or captured under the Registration Process, these Conditions apply to the Contract to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. All of these Conditions shall apply to the supply of the whole or any part of both the Goods and/or Services, except where application to one or the other is specified.
4. The Services commence on the Maintenance Services Start Date and will be for the Minimum Period of Service unless stated otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to Padel Home Official LLP to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
3.0 Provision of the Services and/or Goods
1. Padel Home Official LLP will provide the Services and/or the Goods to the Customer on the terms of this Contract.
2. The provision of the Services and/or Goods is at all times subject to the availability of appropriate facilities and Padel Home Official LLP does not guarantee to provide the Services and/or Goods on each occasion that the Customer requests it (unless agreed otherwise by Padel Home Official LLP in writing). Padel Home Official LLP will try to provide the Services and/or Goods by any date agreed with the Customer, but all dates are estimates only (unless agreed otherwise by Padel Home Official LLP in writing). Time is not of the essence unless agreed otherwise by Padel Home Official LLP in the Accepted Quotation.
3. Padel Home Official LLP will provide the Services and/or Goods with the reasonable skill and care of a competent Padel court supplier. All maintenance and support contracts are limited to four on-site callouts per twelve-month contract term. Padel Home Official LLP cannot guarantee fault free Services and/or Goods, and from time-to- time faults may occur. If the Customer reports a valid fault in the Services and/or Goods relating to defects that are not attributable to the Customer or any User or third party, Padel Home Official LLP will, at it’s choice, make arrangements for the repair of the fault or provide a replacement potentially at the customers cost, as it considers appropriate and subject always to these Conditions. If the Customer reports a fault that is found to be a non-related to the installation or product defect, Padel Home Official LLP have the right to charge for the site visit at its standard callout rates.
4. VAT and other taxes or levies which are imposed or charged by any competent authority will be specified on the Accepted Quotation. The Customer shall pay any VAT and other taxes or levies in addition to any Charges.
5. Any quotation provided by Padel Home Official LLP is valid for a period of 30 days unless otherwise specified on the quotation and unless expressly withdrawn by Padel Home Official LLP at an earlier time.
6. If Padel Home Official LLP agrees to work outside the hours specified in the Contract, or if the Customer reports a fault and Padel Home Official LLP finds there is none or that the Customer or any User or other third party has caused the fault, Padel Home Official LLP may apply a charge for its time in providing such additional Services. This charge will be calculated in accordance with the Contract or if not detailed in the Contract based on Padel Home Official LLP’s reasonable costs incurred in connection with the provision of such additional Services and prevailing charges in force at the time such additional Services are provided
7. Occasionally Padel Home Official LLP may:
a. for operational reasons, change the product part or the numbers used by Padel Home Official LLP for the provision of any part of the Services, or the way Padel Home Official LLP provides the Services and/or Goods or the technical specification of the Services and/or Goods, provided that any change to the way Padel Home Official LLP provides the Services and/or Goods or makes any changes to the technical specification does not materially affect the performance of the Services and/or the Goods;
b. give the Customer instructions which it believes are necessary for reasons of health, safety, security or the quality and performance of the Services and/or Goods and the Customer shall comply with such instructions; or
c. temporarily suspend the Services and/or delivery of Goods because of an emergency or for operational reasons, maintenance or improvements. Services and/or delivery of Goods will be restored as soon as reasonably possible.
Before doing any of these things in Clause 3.7 Padel Home Official LLP will aim to give the Customer reasonable prior notice, where possible.
8. Where Padel Home Official LLP provides support and maintenance services as part of the Services, the Accepted Quotation shall include details of the Services Start Date and the Minimum Period of Service, and particulars relating to the scope and place of the contracted service levels and availability, spares holding, and processes for the resolution of incidents.
9. Padel Home Official LLP will be entitled to charge the Customer for any out- of-pocket expenses incurred by any person acting on its behalf in connection with the Services and/or Goods, including travel, subsistence, accommodation and/or associated expenses in respect of requests for site attendance by the Customer unless otherwise agreed in an Accepted Quotation.
10. The parties expressly acknowledge and agree that the Contract is on a non-exclusive basis. The Customer is free to procure similar Services and/or Goods from other suppliers and Padel Home Official LLP is entitled to offer and provide its Services and/or Goods to other customers.
4.0 Access and Site Regulations
1. There may be times that the Customer requires Padel Home Official LLP to access the Site for the provision of the Services and/or supply of Goods and/or additional support purposes under the Contract. The Customer agrees to prepare the Site according to any reasonable instructions Padel Home Official LLP may give. The Customer agrees to provide Padel Home Official LLP timely access to appropriate Customer personnel, including the Customer Representative, Site Administrator and Users, and will arrange for Padel Home Official LLP personnel to have suitable and safe access to the Customer’s relevant facilities and equipment. To enable Padel Home Official LLP to carry out its obligations, the Customer will provide Padel Home Official LLP employees and anyone acting on Padel Home Official LLP’s behalf, with assistance as reasonably requested including access to the Site, relevant facilities and equipment. The Customer agrees to provide suitable parking (if available) and associated resources for Padel Home Official LLP personnel working on the Site including all necessary support resources. Padel Home Official LLP employees, and anyone acting on behalf of Padel Home Official LLP, shall remain under the supervision of the Customer whilst on the Site.
2. Padel Home Official LLP employees and anyone acting on Padel Home Official LLP’s behalf will observe the Customer’s reasonable Site regulations as previously advised in writing to Padel Home Official LLP by the Customer. In the event of any conflict between the Site regulations and these Conditions, these Conditions will prevail.
3. Where Padel Home Official LLP provides support and maintenance services, resourcing or other applicable services as part of the Services, key personnel are not required to be specifically named and may be substituted at the discretion of Padel Home Official LLP although Padel Home Official LLP will aim to notify the Customer in advance of changes to any key personnel involved in the delivery of the Services.
4. The Customer shall keep Padel Home Official LLP informed of its site, security and other applicable policies and provide reasonable assistance in ensuring compliance.
5.0 Security
1. The Customer is responsible for the security of its own premises, the Site, Customer Equipment and any machinery.
2. Padel Home Official LLP does not guarantee the security of the Services against unauthorised or unlawful access or use.
6.0 Use of the Services and/or Goods
1. The Customer shall indemnify Padel Home Official LLP and keep Padel Home Official LLP indemnified against all liabilities, costs, expenses, damages and other amounts suffered and/or incurred by Padel Home Official LLP and/or any person acting on behalf of Padel Home Official LLP arising out of or in connection with any claims or legal proceedings which are brought or threatened against Padel Home Official LLP and/or any person acting on its behalf in connection with (i) the Customer’s breach or negligent performance or non-performance of the Contract; (ii) any claim by a third party arising out of or in connection with the provision of the Services and/or Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Customer, its employees, agents or subcontractors and/or any User; and/or (iii) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Customer, its employees, agents or subcontractors. Padel Home Official LLP will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings and shall consider the Customer’s reasonable representations.
2. The Customer agrees to respond promptly and in any case within five Working Days, to any of Padel Home Official LLP’s requests for the Customer to provide directions, information, approvals, authorisations or decisions that are reasonably necessary for Padel Home Official LLP to perform the Services and/or deliver the Goods. To the maximum extent legally permitted, Padel Home Official LLP shall not be liable, or in breach of the Contract, for any delay or failure in performing any of its obligations under the Contract as a result of the Customer’s failure to respond or provide the relevant information to Padel Home Official LLP.
3. The Customer agrees to ensure that its personnel who work on Padel Home Official LLP Equipment are adequately qualified and receive suitable training both to ensure the safety of the Customer’s personnel and to safeguard equipment and property.
4. In connection with support and maintenance services forming part of the Services, the following additional provisions shall apply unless agreed otherwise in the quotation:
a. where a repair is not economically viable or is unrepairable as a direct result of obsolescence or unavailability of parts, or if the manufacturer’s warranty has expired, Padel Home Official LLP may deem the equipment and/or materials to be Beyond Economic Repair (BER). If BER applies, Padel Home Official LLP shall submit a quotation for a suitable replacement to the Customer for its approval and acceptance.
b. if because of an uncontrolled power down or power up, any equipment and/or materials within the scope of the support and maintenance services is identified as being faulty, Padel Home Official LLP reserves the right to charge for engineer visits and subsequent repairs and/or replacements required to fix the fault.
c. The Customer agrees to maintain a minimum level of spares holding as specified in the Accepted Quotation until such time as it may become unviable to hold such spares due to the age of the product.
7.0 Supply of Goods
1. The description of the Goods is set out in Padel Home Official LLP’s brochure(s) and/or proposal(s) and confirmed in the Accepted Quotation. Details of the Goods in Padel Home Official LLP’s brochure(s) and/or proposal(s) or any samples or drawings issued by Padel Home Official LLP are subject to alteration without notice and do not constitute contractual offers to sell the Goods which are capable of acceptance. In accepting the Accepted Quotation, the Customer acknowledges that it does not rely on any other representations regarding the Goods save for those made in writing by Padel Home Official LLP in the Accepted Quotation. No descriptions of the Goods set out in Padel Home Official LLP’s brochure(s) and/or proposal(s) shall be binding on Padel Home Official LLP and are intended as a guide only.
2. Padel Home Official LLP reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
3. If the cost of any Goods to Padel Home Official LLP which are the subject of the Accepted Quotation increase due to any factor beyond Padel Home Official LLP’s reasonable control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, Padel Home Official LLP reserves the right to increase the Charges prior to delivery. Any increase in the Charges shall only take place upon Padel Home Official LLP informing the Customer of the increase in writing. Padel Home Official LLP reserves the right to cancel or terminate the Contract immediately prior to delivery if the Customer does not accept the cost increase.
4. The Customer may be entitled to discounts subject to and in accordance with any details set out in the Accepted Quotation. Padel Home Official LLP shall not be under any obligation to offer the Customer any discount. All discounts where applicable shall be at the discretion of Padel Home Official LLP.
5. The Charges shall be exclusive of all costs and charges of tax, packaging, insurance, transportation and delivery and such additional charges payable by the Customer to Padel Home Official LLP will be specified on the Accepted Quotation.
6. Padel Home Official LLP shall arrange for the delivery of the Goods on as near as reasonably possible to the delivery date detailed in the Accepted Quotation to the Site or to another site as agreed in writing between Padel Home Official LLP and the Customer. Time is not of the essence unless stated otherwise in the Accepted Quotation.
7. Subject to the specific terms of any special delivery service, delivery of the Goods may take place at any time of the Working Day and must be accepted at any time of the Working Day. Delivery of the Goods shall be complete upon the Goods being unloaded at the relevant premises.
8. If the Customer fails to take delivery of the Goods Padel Home Official LLP may, at its discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and shall charge the Customer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and /or
b. make arrangements for the redelivery of the Goods and shall charge the Customer for the costs of such redelivery.
9. The Customer shall be under a duty to inspect the Goods on delivery.
10. If the Customer identifies any damage or shortages it must inform Padel Home Official LLP by email within 3 hours of delivery, providing details and photographic evidence of the alleged damage or shortage. Padel Home Official LLP shall to the maximum extent legally permitted be under no liability if the Customer fails to provide such notice.
11. Subject to the Customer’s compliance with this Section 7 and Padel Home Official LLP’s agreement with any alleged damage or shortages, Padel Home Official LLP shall make good any and all damage and shortages within a reasonable time.
12. To the maximum extent legally permitted, Padel Home Official LLP shall be under no liability for and shall not indemnify the Customer against any matters arising from damage or shortages.
13. Goods may not be returned without the prior written agreement of Padel Home Official LLP.
14. Padel Home Official LLP shall only accept returned Goods if it is satisfied that those Goods are defective due to nothing attributable to the Customer or any User or third party, and that such defects would be apparent on inspection.
15. Padel Home Official LLP shall have the option of either replacing defective Goods within 30 days of receipt of them or shall refund to the Customer the Charges for those Goods which it accepts are defective due to nothing attributable to the Customer or any User or third party.
16. Padel Home Official LLP shall not be liable for defects arising out of normal wear and tear, the Customer’s failure to follow any instructions given by Padel Home Official LLP, misuse or alteration of the goods, negligence, wilful damage or any other act of the Customer, its employees, agents or any other third party.
17. Risk of damage to or loss of the Goods shall pass to the Customer when the Goods are delivered to the Customer.
18. Legal and beneficial title in the Goods shall not pass to the Customer until Padel Home Official LLP has received, in cash or cleared funds, payment in full of the applicable Charges and other amounts due in connection with the Goods under the Contract.
19. Padel Home Official LLP reserves the right to repossess any Goods in which Padel Home Official LLP retains legal and beneficial title if full payment is not received. In the event of such repossession the Customer shall deliver the Goods in which legal and beneficial title has not passed to Padel Home Official LLP at its own cost.
20. The Customer’s right to possession of the Goods in which Padel Home Official LLP retains legal and beneficial title shall terminate if:
a. the Customer commits a material breach of its obligations under the Contract; b. the Customer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent debtors;
c. the Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
d. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
21. Subject to the Conditions, all warranties, conditions, or other terms implied by statute or common law (save for those implied by the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
22. The Customer is responsible for maintaining the manufacturer’s warranty and support and maintenance agreements as appropriate for the use of the Services and/or Goods.
8.0 Confidentiality
1. Except to the extent any disclosure is required by law, the parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees, any Group Company, any Group Company employees and professional advisers who need the information in order for the parties to fulfil its obligations under the Contract, or in the case of Customer, only to its employees or professional advisers to the extent that they are required to use or access the Services and/or Goods or in the case of Padel Home Official LLP also to its assignees, transferees, subcontractors and suppliers and the employees and professional advisers of its assignees, transferees, subcontractors and suppliers, as required in connection with the Contract).
2. Information Padel Home Official LLP holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Padel Home Official LLP sharing such information with third party companies including other communication companies.
9.0 Charges and Deposits
1. Charges for the Services and/or Goods will be as specified in the Accepted Quotation.
2. Subject to Clause 9.3 below, and unless otherwise stated in the Accepted Quotation, payment will be due from the order Start Date. Padel Home Official LLP may require deposits to be paid in advance in the quotation before the Services and/or Good are supplied.
3. Charges for Goods shall be invoiced:
a. On receipt of an Accepted Quotation, or, where agreed otherwise in writing by Padel Home Official LLP;
b. On or at any time after delivery of the Goods; or
c. Where the Customer wrongfully fails to take delivery of the Goods.
4. Payment of Charges for Services and/or Goods and/or any other amounts payable by the Customer to Padel Home Official LLP under the Contract must be made by the Customer on receipt of the related invoice notwithstanding that delivery may not have
taken place and /or that the title in the Goods (where applicable) has not passed to the Customer.
5. The Customer must pay all Charges for the Services and/or Goods whether the Services and/or Goods are used by the Customer or someone else and other amounts payable by the Customer to Padel Home Official LLP under the Contract within 7 days of the date of the invoice issued by Padel Home Official LLP or as otherwise agreed in writing by Padel Home Official LLP. Time is of the essence for payment by the Customer of Padel Home Official LLP’s invoices. For the avoidance of doubt, all invoices will need to be settled before the sales order process can commence.
6. Padel Home Official LLP will send its invoices to the address notified by the Customer.
7. Unless otherwise stated in the Accepted Quotation the Customer agrees to pay where applicable:
a. in advance for support and maintenance and other recurring charges.
8. All Charges will be invoiced and paid in pounds sterling (GBP) unless otherwise agreed in writing by Padel Home Official LLP. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of Value Added Tax or any other applicable in country sales or use tax or like charge in a country where the Services and/or Goods are provided, which is payable by the Customer in addition to the Charges and added to Padel Home Official LLP’s invoices as appropriate.
9. As part of its credit management procedures, Padel Home Official LLP may, at any time:
a. require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices by the means requested by Padel Home Official LLP; and/or
b. carry out a credit vet of the Customer. The Customer agrees to provide Padel Home Official LLP with any information Padel Home Official LLP may reasonably require for this.
10. The Customer must pay all Charges and other amounts payable by the Customer to Padel Home Official LLP under the Contract in full on the due date.
11. If the Customer disputes any charge on an invoice the Customer will notify Padel Home Official LLP in writing within 7 days of the date of the invoice with all relevant information. Where the disputed amount is:-
a. less than 5% of the total invoice, the Customer will pay the full amount of the invoice; or
b. more than 5% of the total invoice, the Customer must pay the amount not in dispute. Also, if requested by Padel Home Official LLP, the Customer will place funds equivalent to the disputed amount into an account with a reputable bank as reasonably specified by Padel Home Official LLP, established jointly by the Customer and Padel Home Official LLP, accruing interest at a variable rate equal to that which the selected bank certifies it would normally pay a commercial customer depositing the amount credited to such an account (escrow account).
12. Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately by the Customer to Padel Home Official LLP.
13. If Padel Home Official LLP does not receive payment by the due date, Padel Home Official LLP may charge the Customer:
a. any late payment charge as referred to in the Accepted Quotation; and/or
b. daily interest on late payments at a per annum rate equal to 8% above the base lending rate of the Bank of England, compounded daily, for the period beginning on the date on which payment is due and ending on the date on which payment is made.
14. If the Customer does not pay an invoice, Padel Home Official LLP may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Padel Home Official LLP instructs an agency, the Customer must pay Padel Home Official LLP an additional sum. This will not exceed the reasonable costs Padel Home Official LLP has to pay to the agency, who will add the sum to the Customer’s outstanding debt on Padel Home Official LLP’s behalf.
15. If any sum owed by the Customer to Padel Home Official LLP under the Contract or any contract with Padel Home Official LLP is not paid by the due date, Padel Home Official LLP may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Padel Home Official LLP.
16. Padel Home Official LLP may check the Customer’s details with a fraud prevention agency. If the Customer provides information that Padel Home Official LLP reasonably believes to be false or incorrect and Padel Home Official LLP suspects fraud, Padel Home Official LLP may record this information with a fraud prevention agency. Padel Home Official LLP and other organisations may use and search this information.
17. Padel Home Official LLP reserves the right to immediately suspend the Services where amounts owing to Padel Home Official LLP from the Customer under this Contract, or any other contract Padel Home Official LLP has with the Customer, are overdue for payment with all other rights and remedies preserved.
18. Padel Home Official LLP is not obliged to accept an order from the Customer if the Customer does not supply references which are requested by, and satisfactory to, Padel Home Official LLP. If at any time Padel Home Official LLP is not satisfied as to the creditworthiness of the Customer, it may give written notice to the Customer that no further credit will be allowed to the Customer in which case Padel Home Official LLP will have no obligation to provide any further Services and/or Goods to the Customer unless, if required by Padel Home Official LLP, the Customer provides payment in advance of suitable deposit determined by Padel Home Official LLP.
19. All amounts due by the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law).
20. Padel Home Official LLP reserves the right to increase the Charges under any Contract annually to reflect increases in the cost of the Services and/or Goods indicated by the percentage increase in the Producer Price Index during the previous year. Padel Home Official LLP shall give the Customer not less than 90 days’ prior written notice of the proposed changes. Padel Home Official LLP reserves the right to cancel or terminate the Contract if the Customer does not accept reasonable increases in the Charges proposed by Padel Home Official LLP.
10.0 Limitation of Liability
1. All courts and in particular portable courts, will experience some movement over time and dependent on usage. Upon handover from Padel Home Official LLP, Customers will receive a maintenance tutorial and must sign a maintenance responsibility acceptance form. By doing so, the Customer acknowledges and accepts full responsibility and liability for the ongoing inspection and maintenance of the courts.
2. Neither Padel Home Official LLP nor the Customer excludes or restricts its liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other matter that cannot be excluded or limited under applicable law.
3. Subject to Clause 10.1, Padel Home Official LLP is not liable to the Customer, either in contract, tort (including negligence), under any indemnity or otherwise for any:
a. direct or indirect loss of profits, revenue, business or business interruption, anticipated savings, opportunity, expenditure (including wasted or of employees’/agents’ time), contracts and/or goodwill; or
b. indirect or other consequential losses; or
c. claim from third parties
4. Subject to Clause 10.1, Padel Home Official LLP is not liable to the Customer or under this Contract either in contract, tort (including negligence), under any indemnity or otherwise for the acts or omissions of any other providers of goods or services used in connection with the Services and/or Goods or for faults in or failures of third party facilities, equipment, and/or materials.
5. Subject to Clause 10.1, Padel Home Official LLP’s maximum, aggregate liability to the Customer in contract, tort (including negligence), under any indemnity or otherwise in relation to this Contract is limited to the sum of the total Charges paid by the Customer to Padel Home Official LLP under this Contract during the twelve (12) months preceding the relevant breach or event giving rise to the claim or £150,000 (one hundred and fifty thousand pounds), whichever is the lower.
6. Nothing in these Conditions or the rest of the Contract shall exclude or limit the liability of the Customer’s payment obligations under this Contract.
7. Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.
11.0 Matters beyond the reasonable control of either party
1. If Padel Home Official LLP is prevented, hindered or delayed from performing any obligation under the Contract because of something beyond its reasonable control including: act of God, natural disaster, lightning, flood, subsidence, earthquake, weather conditions, epidemic, pandemic, fire, explosion, war, civil disorder, acts of terrorism, something beyond the reasonable control of its suppliers, industrial disputes, acts or omissions of local or central government or other competent authorities, acts or omissions of parties for whom Padel Home Official LLP is not responsible, change of law or any other cause whether similar or dissimilar that is outside its reasonable control, or beyond the reasonable control of its suppliers, then Padel Home Official LLP will have no liability to the Customer for any resulting failure, delay, defect or omission in performing its obligations under the Contract.
2. In the event of:
a. a refusal or delay by a third party to supply materials or services and/or goods to Padel Home Official LLP and where there is no alternative service and or goods available at reasonable cost; or
b. the imposition of restrictions of a legal or regulatory nature which prevent Padel Home Official LLP from supplying the Services and/or Goods, then Padel Home Official LLP will to the maximum extent legally permitted have no liability to the Customer for failure to supply the Services and/or Goods.
3. If any of the events detailed in Clauses 11.1 or 11.2 continue for more than 4 months, Padel Home Official LLP may serve written notice to the Customer to terminate this Contract.
12.0 Escalation and dispute resolution
1. The following provisions apply to escalation and dispute resolution:
a. Padel Home Official LLP will try to work through any complaint or dispute that the Customer may have with Padel Home Official LLP.
If this does not resolve the matter then the Customer may refer it to the relevant dispute resolution service as follows:
i. where appropriate, in accordance with the details set out in Padel Home Official LLP’s Customer Complaints policy; or
ii. otherwise, as set out in Clause 12.1(b) below.
b. Any dispute must be raised in writing with the Customer’s or Padel Home Official LLP’s representative as appropriate, giving all relevant details including the nature and extent of the dispute. The Customer and Padel Home Official LLP will use reasonable endeavours to resolve any dispute as follows:
i. a dispute which has not been resolved by the Customer’s or Padel Home Official LLP’s representative within 14 days of being raised may be referred by the Customer or Padel Home Official LLP to the first level by written notice to the other; and
ii. if the dispute is not resolved at the first level within 14 days of referral, the Customer or Padel Home Official LLP may refer the dispute to the second level by written notice to the other.
iii. The Customer’s and Padel Home Official LLP’s representatives at the first and second levels are as notified by the Customer and Padel Home Official LLP to the other from time to time.
iv. If the dispute is not resolved after the procedures detailed in Clause 12.1 (b) have been followed then, if the Customer and Padel Home Official LLP agree, the dispute will be settled by mediation in accordance with the procedures specified by the Dispute Resolution Service – Chartered Institute of Arbitrators (“DRS-CiArb”). If the dispute is referred to a mediator:-
v. the mediator will be appointed by agreement between the Customer and Padel Home Official LLP. If the Customer and Padel Home Official LLP fail to agree within 7 days of a proposal by one party, the mediator will be appointed by DRSCiArb; and
vi. all negotiations on the dispute and any agreement reached will be kept confidential.
13.0 Termination of this Contract by Notice
Padel Home Official LLP may terminate the Contract for the Services and/or Goods for convenience on giving 30 days written notice.
If the Customer terminates the Contract, for the Services and/or Goods or part of the Services and/or Goods, the Customer must pay any outstanding Charges as specified in the Accepted Quotation including any charges applicable to the Minimum Period of Service or any reasonable termination or cancellation charges and immediately cease use of the Services.
14.0 Breach of this Contract
1. Either party may terminate this Contract or the Services (or both):
a. immediately on written notice if the other party commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so. In this Clause breach includes non- payment of any valid invoice by the due date; or
b. immediately on written notice if the other party commits a material breach of this Contract which cannot be remedied; or
c. on reasonable written notice if the other party is repeatedly in breach of this Contract and fails to remedy the breach within a reasonable time of a written notice to do so; or
d. immediately on written notice if the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other party.
2. If Padel Home Official LLP is entitled to terminate this Contract under Clause 14.1, Padel Home Official LLP may, on giving prior notice where practicable, suspend the Services and/or delivery of Goods without prejudice to such rights. Where the Services and/or delivery of Goods are suspended under this Clause the Customer must pay the Charges for the Services and/or Goods until this Contract is terminated.
3. If the Contract is terminated in accordance with its terms other than due to material breach by the Customer, Padel Home Official LLP will refund any money paid by the Customer in respect of Goods or Services not supplied after first deducting any money payable or due by the Customer to Padel Home Official LLP under this Contract or any other contract that Padel Home Official LLP has with the Customer. If the contract is terminated by Padel Home Official LLP due to material breach by the Customer, all outstanding amounts due under the Contract and any other contract that Padel Home Official LLP has with the Customer will become payable by the Customer to Padel Home Official LLP immediately.
4. If either party delays in acting or fails to act upon a breach, right or remedy of this Contract that delay or failure will not be regarded as a waiver of that breach, right or remedy. If either party waives a breach, right or remedy under this Contract that waiver is limited to that particular breach, right or remedy. The rights, powers and remedies provided in this Contract are cumulative and are additional to any rights, powers or remedies provided by law or in equity, unless stated otherwise in the Contract.
15.0 Changes to this Contract
1. If the Customer asks Padel Home Official LLP to make any changes to the Services and/or Goods Padel Home Official LLP may ask the Customer to confirm the request in writing. If Padel Home Official LLP agrees to a change, this Contract will be amended from the date when Padel Home Official LLP confirms the change in writing to the Customer and the terms of the Accepted Quotation shall be deemed to include the agreed changes.
2. Padel Home Official LLP can change the Conditions of this Contract, unless specified otherwise in the Accepted Quotation, at any time. Padel Home Official LLP will inform the Customer in writing and/or post any amended Contract on its website (or any other online address that may advise the Customer), and will give Customers:
a. not less than 90 days’ notice for changes that are to Customer’s significant detriment; and
b. not less than 1 day before the change is to take effect for all other changes.
3. Padel Home Official LLP reserves the right to cancel or terminate the Contract if the Customer does not accept any reasonable changes to the Contract made under Clause 15.2.
16.0 Anti-Bribery & Corruption
In entering into and performing the Contract, the parties will comply with all applicable laws, regulations, and administrative requirements relating to gifts, entertainments and anti-bribery & corruption and will procure that its personnel comply with such laws, regulations and administrative requirements, and it will not make and will not knowingly allow a third party to make any improper payments, or to perform any unlawful acts; and it will take no action which would subject the other party to penalties under any applicable laws, regulations or administrative requirements. The Customer shall be responsible for informing Padel Home Official LLP of any applicable policies operated by the Customer relating to gifts, entertainment, and anti-bribery & corruption, and ensuring its personnel comply with such policies.
17.0 Transfer of Rights and Obligations
The Customer may not transfer any of its rights or obligations under this Contract, without the written consent of Padel Home Official LLP. Padel Home Official LLP may transfer its rights or obligations (or both) or delegate its obligations to any supplier without consent.
18.0 Assignment and other Dealings
1. Padel Home Official LLP may assign, novate, subcontract or transfer any or all of its rights and/or obligations under this Contract without the prior written consent of the Customer.
2. The Customer may not assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Contract without the prior written consent of Padel Home Official LLP.
3. The Customer shall be responsible and liable to Padel Home Official LLP for the acts and omissions of its Users any other assignees, transferees, subcontractors, agents and other representatives in connection with this Contract.
19.0 General
1. The Customer must be responsible for obtaining any necessary building permits or
planning approvals for the installation of the court, before installation can commence.
2. The Customer must ensure that there is adequate access for delivery and installation vehicles to reach the site.
3. The Supplier offers maintenance services for the padel court, including cleaning, inspection, and repair. The Customer may choose to sign a separate maintenance contract with the Supplier.
4. Padel Home Official LLP may at its discretion utilise the services of trusted sub- contractors for installation or ground works.
20.0 Data Protection
The Customer and Padel Home Official LLP will comply with their respective obligations under the Data Protection Act 2018 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer and Padel Home Official LLP will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this Section 19.
21.0 Notices
1. Notices given under this Contract must be in writing and may be delivered by hand or by courier, or sent by first class post, or e-mail. Notices to be sent by first class post are to be addressed:
a. to the CEO, Padel Home Official LLP or info@padel-home.com or any alternative address which Padel Home Official LLP notifies to the Customer.
b. to the Customer at any one or more of the following: the address to which the Customer asks Padel Home Official LLP to send invoices, the address of the Site or the Customer’s primary email address or, if the Customer is a limited company, its registered office.
2. Addresses for notices to be sent by e-mail must be agreed in writing by both parties. The Customer must inform Padel Home Official LLP immediately if there is any change to any of the contact information the Customer provided to Padel Home Official LLP.
3. Any notice shall be deemed to have been received:
a. if delivered by hand, at the time the notice is left at the address specified under
Clause 20.1; or
b. 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
c. if sent by email, at the time of transmission, or, if this time falls outside of a Working Day in the place of receipt, the following Working Day.
4. This Section 20 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22.0 Severability
If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.
23.0 Variation
Except as set out in this Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by Padel Home Official LLP and the Customer (or their authorised representatives).
24.0 Law and Jurisdiction
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation.