Terms and Conditions

TERMS AND CONDITIONS

Apex Sparks Limited (“Apex”) a company incorporated in England and Wales company number (12531660) having its registered office at Woodberry House, 2 Woodberry Grove, Finchley, N12 0DR.

AND

The Customer (individual/ company as applicable) (“Customer”) as stated on the Invoice, Quotation, Estimate.

Apex Sparks is an electrical contractor who offer a range of electrical repair and installation services. The Customer wishes to enter into a contract with Apex to provide electrical services which shall be governed by the terms of this Agreement.

Unless otherwise agreed in writing, all Services carried out by or on behalf of Apex shall be subject to the following Terms and Conditions.

Therefore, the parties agree as follows:


1.     Definitions

“Agreement” and “Terms and Conditions” are used interchangeably and shall mean all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions, the Quotation, Estimate and Invoice, including any amendment(s) or Variations to any of this documentation from time to time.

“Accessories” means but is not limited to items used in domestic and commercial electrical wiring e.g., switch, socket, fixtures, fittings.

“Charges” means the price of the Service and/or Materials.

“Estimate” means the approximate calculation of the Services and/or Materials.

“First Fixing” means but is not limited to the installation of electrical cables and management of items that may not visible when the Services are complete, these form the base for the Second Fixing.

“Materials” means any products/parts required to carry out the Services.

“Second Fixing” means but is not limited to, when the accessories are connected to the electrical points, these applications will be visible when the Services are complete.

"Services" means the installation, repair and other electrical as services specified in the Quotation/Estimate/Invoice.

"We" "Us" and "Our" “Apex” means Apex Sparks Limited a company incorporated in England and Wales company number (12531660) having its registered office at: Woodberry House, 2 Woodberry Grove, Finchley, N12 0DR.

"You" and "Your" “Customer” used interchangeably and shall mean the person or company which Apex is providing Services to and as specified on the Quotation/ Estimate/ Invoice.

“Quotation” means the statement setting out the estimated cost for a particular job or Service.


2.         Incorporation of Conditions

2.1       Any Agreement to do work made between You and Apex shall be subject to these terms and conditions and any terms You put forward shall not apply.

2.2       Commencement of the Quoted Services shall also constitute acceptance of this Agreement.

2.3       All other terms and conditions which might be implied by conduct or a previous course of dealing or trade custom are excluded from this contract.

2.4       No amendment or change shall be made to these conditions without the express written consent of Apex.


3.         Quotations/Charges

3.1       Our Quotation specifies the Services to be carried out by Apex. However, no agreement has been formed as a result of a quotation being issued to You (or otherwise) shall be binding upon Apex unless and until it is accepted or confirmed by Apex in writing as being accepted.

3.2       Any additional Services required by the Customer other than those specified in the initial Quotation/Estimate issued by Apex, shall be quoted under a separate Quotation and shall form a separate Agreement between Apex and the Customer.

3.3       A Quotation is made on the assumption that the work requested is reasonably capable of being carried out. If on inspection, this is found in our opinion not to be the case, Apex shall advise you to this effect as soon as reasonably practicable and may offer You alternative, altered or substituted Services where possible, on terms and Charges to be Quoted and agreed. 

3.4       Once You have accepted the Quotation by Apex and works have commenced and/or any Materials have been purchased to carry out the Services, the Customer shall be liable and shall indemnify Apex upon demand for any and all Charges in respect of the relevant   Services and shall not be entitled to a refund of any Charges previously paid, in respect of those Services or any Charges that became due, prior to the cancellation request from the Customer.


4.         Service Appointments

4.1       Apex shall provide the Services during the Appointments agreed from time to time between the parties in writing, or specified in the Quotation.

4.2       The Customer acknowledges that work for other customers may from time-to-time result in Apex personnel arriving late for a Service appointment and agrees that Apex shall not be liable for or shall not be in breach of this Agreement by virtue of Our personnel being not more than (3 hours) late for a Service Appointment.

4.3       If delivery and performance is postponed at Your request or by circumstance within Your control You shall indemnify Apex upon demand for all resulting costs and expenses We incur.

4.4        Apex shall charge You for all work carried out at Your request, whether exploratory or otherwise and, in particular, We reserve the right to instruct Our employees or agents to work overtime to comply with Your delivery requirements in which case Apex shall reserve the right to charge You the cost of such overtime, the Charge of which shall be provided in writing prior to the commencement of the overtime going ahead.


5.         Work on Site

5.1       If the Services are to be carried out on Your premises or at Your request at some other site Apex shall be provided with free and safe access for Apex personnel, together with proper safe storage and protection of all goods, tools, plant and equipment and Materials We have on site where agreed with the Customer. 

5.2       You shall observe and comply with the latest Health and Safety at Work Legislation and ensure that the site is safe and without risk to the health and safety of all persons working there; and You shall indemnify and hold Apex harmless from and against any and all legal and regulatory proceedings, costs and charges in respect of Your failure to do so.

6.         Apex Services 

6.1       Apex shall provide the Services in accordance with the standard of skill and care reasonably expected from a trained and competent professional in the electrical services Industry. All works shall be carried out in accordance with the (British Standard) BS 767 and in compliance with IET wiring regulations.

6.2       If the Customer believes that any element of the Services does not meet the standard specified in this clause 6.1, then the Customer must notify Apex within 24 hours of discovery of the Services thought to fall below this standard and shall allow Apex to investigate the matter (including where applicable, allowing Apex to inspect the results of those Services). Should the Services, in Apex’s reasonable opinion, not meet the required standard, Apex shall be permitted to re-perform those Services until they reach the required standard. This shall be the Customers sole remedy.

6.3       Apex shall provide the Services in compliance with;

(a)        The Electricity at Work Regulations 1989, 

(b)        IET Wiring Regulations BS 7671

(c)        The safety provisions of harmonized standards

6.4       Apex will use reasonable endeavours to comply with all reasonable requests and direction of the Customer in relation to and carrying out the Services.

6.5       Apex shall use reasonable skill and care in preparing any Estimate that Apex communicates to the Customer and the time it will take to provide the Services or some part of the Services. The Customer acknowledges that:

(a)        any such Estimate may be inaccurate; and;

(b)        Apex shall not be bound by or liable in respect of any such Estimate.


7.         Warranty

7.1       Apex will source and use materials, which are suitable quality and free from defects.

7.2       Unless otherwise agreed, Apex will rectify defective work and /or defective materials notified to us in writing within six months of the completion of the work. Apex’s liability for defective work and/or defective materials is limited to the invoice value of the defective Services and shall be subject to clause 12 below.

7.3       Unless agreed otherwise in writing, the Customer shall accept full responsibility for re-installing, examining, and testing the work which Apex has carried out, as soon as it is completed. Apex shall not be responsible for any damages, costs or losses incurred by the Customer due to the Customers failure to properly re-install or delay in testing the Services or in notifying Apex of any defect in the work.

7.4       All completed Services will have a warranty of 2 years for faulty workmanship only.

7.5       Any warranties pertaining to Materials and/or Accessories supplied and installed by Apex shall as be on the same terms and limited to the warranty terms of the supplier/manufacturer. For the avoidance of doubt, Apex shall not provide any further or additional warranty for these Material’s or Accessories.


8.         Designs Drawings and Specifications

8.1       You shall be responsible for the accuracy of any designs, specifications, and other data, which You or Your employees or agents supply to Us, which We use in order to carry the Services, even if we examine, inspect or comment upon them. 

8.2       You shall hold Apex harmless and shall indemnify Us from any and all liability in connection with or arising out of a third-party claim which We may incur as a result of Us carrying out the Services in accordance with Your instructions designs, drawings, specifications or other data.


9.         Materials

9.1       Apex shall supply the Materials and/or Accessories:

(a)        that are the subject of a written quotation agreed by the parties; and/or

(b)        the supply of which is reasonably necessary to enable the provision of the Services by Apex to the Customer.

9.2       If or when agreed by the parties, the Customer may supply their own Materials and/or Accessories for the required Services, subject to clause 7.5. The Materials and/or Accessories shall be of satisfactory quality and comply with all applicable health and safety requirements. Apex reserves the right to reject any Materials and/or Accessories provided by the Customer if, in Apex’s reasonable opinion, they fall below the standards required.

9.3       No changes to the Accessories as specified on the Quotation/Estimate shall be permitted, once the First Fixing of an individual circuit is complete. Immediate charges will be incurred for any additional changes that amends the placement of the First Fixing or any applicable circuits. 

9.4       Each written Quotation that includes the supply of Materials/and or Accessories provided by Apex to the Customer, shall be deemed to be an offer by the Apex to the Customer to supply those Materials/Accessories/Services subject to these Terms and Conditions.

9.5       Unless the parties agree otherwise in writing, the Materials and/or Accessories shall be installed by the Apex when carrying out the Services.


10.       Charges & VAT

10.1     Unless otherwise agreed in writing between Apex and the Customer, Invoices shall be due and payable immediately upon completion of the Services as communicated to You by Apex, unless specified otherwise. All payments will be in pounds Sterling.

10.2     Where partial payment has been agreed by Apex with the Customer, a deposit shall be due immediately prior to the commencement of the Services, which shall be 50% of the total value of the Services as specified in the Invoice/Quotation/Estimate, unless agreed otherwise in writing. 

10.3     Where a deposit is accepted by Apex, the remaining balance of the total value of the Services shall be due and payable to Apex prior to the commencement of the Second Fixing, or the completion of Services subject to an agreement in writing between You and Apex.

10.4     Unless indicated otherwise, all sums payable under this Contract are stated exclusive of Value Added Tax (which will be charged at the rate prevailing at the relevant tax point) and any other tax or duty chargeable under any relevant legislation.

10.5     Apex reserves the right to charge interest on any late payment which shall accrue daily at a rate of 8% plus the Bank of England

base rate.


11.         Reimbursement of Expense 

11.1       Apex will be reimbursed from time to time for reasonable and necessary expenses incurred by Apex in connection to providing the Services.

11.2.     All expense must be pre-approved by the Customer. 


12.       Indemnification 

12.1      The Customer shall indemnify Apex upon demand for any and all Charges due and payable for the Services performed by Apex arising out of or in connection with or relating the termination if this Agreement as a result of any act or omission of the Customer and/or their agent, contractor or other personnel including indemnification for any and all Materials and/or Accessories already purchased by Apex in order to carry out the Services. 


13.       Limitation of Liability

13.1     Apex’s maximum liability to the Customer shall be limited to;

(a)        the total amount paid by the Customer to Apex under this Contract, or; 

(b)        such higher sum as a court may specify as reasonable up to a maximum of £250,000.

13.2     Subject to Clause 12.1 save to the extent that the Apex’s negligence has resulted in the loss or damage, Apex shall not be liable to the Customer in respect of any loss or damage arising out of any pre­ existing faults in the Customer's electrical systems, notwithstanding that such pre-existing faults may only become manifest during or following the performance of the Services.

13.3      Apex shall not be liable for any indirect or consequential loss or damage whatsoever, including but not limited to loss of profits, loss of sales, loss of revenue, damage to reputation, loss of contracts.

13.4     Nothing in this Contract is intended to exclude or limit liability for negligence, death or personal injury.


14.       Confidentiality 

14.1     Apex agrees:

(a)        to maintain as confidential and not to use or disclose to any third party any

                        Confidential Information derived in connection with the provision of the

                        Services, without the consent of the Customer in its absolute

discretion, except that which is reasonably necessary for the proper

                        performance of the Agreement.

               (b)       restrict the disclosure of the relevant and necessary parts of the

Confidential Information to such Apex personnel who have reasonable need to 

 use it in the performance of their obligations under this Agreement.

15.     Termination

15.1     Apex reserves the right to terminate this Agreement without any further liability, if You fail to comply with Your obligations under this Agreement, within seven days of having been notified by Apex of the relevant failure. 

15.2       Apex may also terminate this Agreement immediately, without any further liability, if You are the subject of a petition for a bankruptcy order, or You become insolvent or enter any composition scheme, or debt management arrangement with Your creditors. If You are a corporation or other legal person, Apex may bring this Agreement to an end immediately if a receiver (including an administrative receiver) is appointed over any of Your assets or an application is made to appoint an administrator for You. If You are in partnership, Apex may bring this Agreement to an end immediately if the partnership is dissolved. Apex may also terminate this Agreement if any proceedings relating to Your insolvency are commenced in any country.

15.3     If this Agreement is terminated for any reason, or delivery of the Services has been completed, Apex shall be entitled to remove all equipment from Your premises or from site within 24 hours of notification of termination. 

15.4     You shall remain liable to Apex for any sums which You have not paid, for all work completed up to date of termination and for any other breach of this Agreement.


16.       Force Majeure

16.1     Apex shall not be liable to You for any failure to perform Our obligations under this Agreement where that failure results from any cause outside Our reasonable control. Including but not limited to natural occurrences, pandemics, disruption of power supplies, the action of third parties or industrial action.


17.       Disputes

17.1      Any disputes relating to the nature or quality of the Services shall be raised with Apex as soon as reasonably practicable. The parties shall work together to agree a resolution in good faith within 14 days.

16.2     The Customer will be entitled to withhold payment only for the portion of the invoice relating to the bona fide dispute. Any other Charges shall be paid to Apex in accordance with clause 10 above.


18.       Right of Substitution & Third-Party Rights

18.1.     Except otherwise expressed in this contract, Apex may, at Apex’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Apex under this contract and the Customer will not hire or engage any third parties to assist with the provision of the Services.

a)     Apex will pay the sub-contractor for it services and the compensation will remain payable by the Customer to Apex.

b)     For the purpose of the indemnification clause of this contract, the sub-contractor is an agent of Apex.           

18.2     A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.


19.       Notices

19.1     Any notice to be given by You or Us must be in writing and may be delivered by electronic mail. Notices to Apex should be sent to Us via the email address as specified on Our Quotation, acknowledgement or Invoice. 

19.2     Any notice given to You will be sent to You by email or at the address supplied at the time of order. You are free to provide an alternative address for notices at any time. Facsimile notices will be assumed to have been delivered on the next working day after transmission, and notices sent by first class post will be assumed to have been delivered two working days after they are sent.


20.       Waiver

20.1     Any express or implied obligation by Us of any failure by You to perform Your obligations under this Agreement shall not prevent the subsequent enforcement of those obligations. Similarly, any waiver Apex gives will not be taken to be a waiver of any subsequent failure by You to perform that or any other obligation.


21.       No agency or partnership

21.1      Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party to act the agent of the other. Apex is acting as an independent contractor. 


22.         Validity

22.1       If any provision(s) of this Agreement is ruled to be invalid or unenforceable for any reason, that invalidity shall not affect the rest of this Agreement, which will remain valid and enforceable in all respects.


23.         Governing Law & Jurisdiction

23.1       The provisions of this Agreement shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.


24.       Whole Agreement 

24.1     These Terms and Conditions any applicable Invoices/Quotations/Estimates shall constitute the entire agreement between Apex and the Customer relating to the Services and overrides any prior correspondence or statements relating to the Services (including any statements or representations in any advertisements or literature produced by us relating to the Services).



25.       Time of the Essence

25.1     Time is of the essence in this contract. No extension or variation of the contract will operate as a waiver of this provision.


TERMS AND CONDITIONS

Apex Sparks Limited (“Apex”) a company incorporated in England and Wales company number (12531660) having its registered office at Woodberry House, 2 Woodberry Grove, Finchley, N12 0DR.

AND

The Customer (individual/ company as applicable) (“Customer”) as stated on the Invoice, Quotation, Estimate.

Apex Sparks is an electrical contractor who offer a range of electrical repair and installation services. The Customer wishes to enter into a contract with Apex to provide electrical services which shall be governed by the terms of this Agreement.

Unless otherwise agreed in writing, all Services carried out by or on behalf of Apex shall be subject to the following Terms and Conditions.

Therefore, the parties agree as follows:


1.     Definitions

“Agreement” and “Terms and Conditions” are used interchangeably and shall mean all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions, the Quotation, Estimate and Invoice, including any amendment(s) or Variations to any of this documentation from time to time.

“Accessories” means but is not limited to items used in domestic and commercial electrical wiring e.g., switch, socket, fixtures, fittings.

“Charges” means the price of the Service and/or Materials.

“Estimate” means the approximate calculation of the Services and/or Materials.

“First Fixing” means but is not limited to the installation of electrical cables and management of items that may not visible when the Services are complete, these form the base for the Second Fixing.

“Materials” means any products/parts required to carry out the Services.

“Second Fixing” means but is not limited to, when the accessories are connected to the electrical points, these applications will be visible when the Services are complete.

"Services" means the installation, repair and other electrical as services specified in the Quotation/Estimate/Invoice.

"We" "Us" and "Our" “Apex” means Apex Sparks Limited a company incorporated in England and Wales company number (12531660) having its registered office at: Woodberry House, 2 Woodberry Grove, Finchley, N12 0DR.

"You" and "Your" “Customer” used interchangeably and shall mean the person or company which Apex is providing Services to and as specified on the Quotation/ Estimate/ Invoice.

“Quotation” means the statement setting out the estimated cost for a particular job or Service.


2.         Incorporation of Conditions

2.1       Any Agreement to do work made between You and Apex shall be subject to these terms and conditions and any terms You put forward shall not apply.

2.2       Commencement of the Quoted Services shall also constitute acceptance of this Agreement.

2.3       All other terms and conditions which might be implied by conduct or a previous course of dealing or trade custom are excluded from this contract.

2.4       No amendment or change shall be made to these conditions without the express written consent of Apex.


3.         Quotations/Charges

3.1       Our Quotation specifies the Services to be carried out by Apex. However, no agreement has been formed as a result of a quotation being issued to You (or otherwise) shall be binding upon Apex unless and until it is accepted or confirmed by Apex in writing as being accepted.

3.2       Any additional Services required by the Customer other than those specified in the initial Quotation/Estimate issued by Apex, shall be quoted under a separate Quotation and shall form a separate Agreement between Apex and the Customer.

3.3       A Quotation is made on the assumption that the work requested is reasonably capable of being carried out. If on inspection, this is found in our opinion not to be the case, Apex shall advise you to this effect as soon as reasonably practicable and may offer You alternative, altered or substituted Services where possible, on terms and Charges to be Quoted and agreed. 

3.4       Once You have accepted the Quotation by Apex and works have commenced and/or any Materials have been purchased to carry out the Services, the Customer shall be liable and shall indemnify Apex upon demand for any and all Charges in respect of the relevant   Services and shall not be entitled to a refund of any Charges previously paid, in respect of those Services or any Charges that became due, prior to the cancellation request from the Customer.


4.         Service Appointments

4.1       Apex shall provide the Services during the Appointments agreed from time to time between the parties in writing, or specified in the Quotation.

4.2       The Customer acknowledges that work for other customers may from time-to-time result in Apex personnel arriving late for a Service appointment and agrees that Apex shall not be liable for or shall not be in breach of this Agreement by virtue of Our personnel being not more than (3 hours) late for a Service Appointment.

4.3       If delivery and performance is postponed at Your request or by circumstance within Your control You shall indemnify Apex upon demand for all resulting costs and expenses We incur.

4.4        Apex shall charge You for all work carried out at Your request, whether exploratory or otherwise and, in particular, We reserve the right to instruct Our employees or agents to work overtime to comply with Your delivery requirements in which case Apex shall reserve the right to charge You the cost of such overtime, the Charge of which shall be provided in writing prior to the commencement of the overtime going ahead.


5.         Work on Site

5.1       If the Services are to be carried out on Your premises or at Your request at some other site Apex shall be provided with free and safe access for Apex personnel, together with proper safe storage and protection of all goods, tools, plant and equipment and Materials We have on site where agreed with the Customer. 

5.2       You shall observe and comply with the latest Health and Safety at Work Legislation and ensure that the site is safe and without risk to the health and safety of all persons working there; and You shall indemnify and hold Apex harmless from and against any and all legal and regulatory proceedings, costs and charges in respect of Your failure to do so.

6.         Apex Services 

6.1       Apex shall provide the Services in accordance with the standard of skill and care reasonably expected from a trained and competent professional in the electrical services Industry. All works shall be carried out in accordance with the (British Standard) BS 767 and in compliance with IET wiring regulations.

6.2       If the Customer believes that any element of the Services does not meet the standard specified in this clause 6.1, then the Customer must notify Apex within 24 hours of discovery of the Services thought to fall below this standard and shall allow Apex to investigate the matter (including where applicable, allowing Apex to inspect the results of those Services). Should the Services, in Apex’s reasonable opinion, not meet the required standard, Apex shall be permitted to re-perform those Services until they reach the required standard. This shall be the Customers sole remedy.

6.3       Apex shall provide the Services in compliance with;

(a)        The Electricity at Work Regulations 1989, 

(b)        IET Wiring Regulations BS 7671

(c)        The safety provisions of harmonized standards

6.4       Apex will use reasonable endeavours to comply with all reasonable requests and direction of the Customer in relation to and carrying out the Services.

6.5       Apex shall use reasonable skill and care in preparing any Estimate that Apex communicates to the Customer and the time it will take to provide the Services or some part of the Services. The Customer acknowledges that:

(a)        any such Estimate may be inaccurate; and;

(b)        Apex shall not be bound by or liable in respect of any such Estimate.


7.         Warranty

7.1       Apex will source and use materials, which are suitable quality and free from defects.

7.2       Unless otherwise agreed, Apex will rectify defective work and /or defective materials notified to us in writing within six months of the completion of the work. Apex’s liability for defective work and/or defective materials is limited to the invoice value of the defective Services and shall be subject to clause 12 below.

7.3       Unless agreed otherwise in writing, the Customer shall accept full responsibility for re-installing, examining, and testing the work which Apex has carried out, as soon as it is completed. Apex shall not be responsible for any damages, costs or losses incurred by the Customer due to the Customers failure to properly re-install or delay in testing the Services or in notifying Apex of any defect in the work.

7.4       All completed Services will have a warranty of 2 years for faulty workmanship only.

7.5       Any warranties pertaining to Materials and/or Accessories supplied and installed by Apex shall as be on the same terms and limited to the warranty terms of the supplier/manufacturer. For the avoidance of doubt, Apex shall not provide any further or additional warranty for these Material’s or Accessories.


8.         Designs Drawings and Specifications

8.1       You shall be responsible for the accuracy of any designs, specifications, and other data, which You or Your employees or agents supply to Us, which We use in order to carry the Services, even if we examine, inspect or comment upon them. 

8.2       You shall hold Apex harmless and shall indemnify Us from any and all liability in connection with or arising out of a third-party claim which We may incur as a result of Us carrying out the Services in accordance with Your instructions designs, drawings, specifications or other data.


9.         Materials

9.1       Apex shall supply the Materials and/or Accessories:

(a)        that are the subject of a written quotation agreed by the parties; and/or

(b)        the supply of which is reasonably necessary to enable the provision of the Services by Apex to the Customer.

9.2       If or when agreed by the parties, the Customer may supply their own Materials and/or Accessories for the required Services, subject to clause 7.5. The Materials and/or Accessories shall be of satisfactory quality and comply with all applicable health and safety requirements. Apex reserves the right to reject any Materials and/or Accessories provided by the Customer if, in Apex’s reasonable opinion, they fall below the standards required.

9.3       No changes to the Accessories as specified on the Quotation/Estimate shall be permitted, once the First Fixing of an individual circuit is complete. Immediate charges will be incurred for any additional changes that amends the placement of the First Fixing or any applicable circuits. 

9.4       Each written Quotation that includes the supply of Materials/and or Accessories provided by Apex to the Customer, shall be deemed to be an offer by the Apex to the Customer to supply those Materials/Accessories/Services subject to these Terms and Conditions.

9.5       Unless the parties agree otherwise in writing, the Materials and/or Accessories shall be installed by the Apex when carrying out the Services.


10.       Charges & VAT

10.1     Unless otherwise agreed in writing between Apex and the Customer, Invoices shall be due and payable immediately upon completion of the Services as communicated to You by Apex, unless specified otherwise. All payments will be in pounds Sterling.

10.2     Where partial payment has been agreed by Apex with the Customer, a deposit shall be due immediately prior to the commencement of the Services, which shall be 50% of the total value of the Services as specified in the Invoice/Quotation/Estimate, unless agreed otherwise in writing. 

10.3     Where a deposit is accepted by Apex, the remaining balance of the total value of the Services shall be due and payable to Apex prior to the commencement of the Second Fixing, or the completion of Services subject to an agreement in writing between You and Apex.

10.4     Unless indicated otherwise, all sums payable under this Contract are stated exclusive of Value Added Tax (which will be charged at the rate prevailing at the relevant tax point) and any other tax or duty chargeable under any relevant legislation.

10.5     Apex reserves the right to charge interest on any late payment which shall accrue daily at a rate of 8% plus the Bank of England

base rate.


11.         Reimbursement of Expense 

11.1       Apex will be reimbursed from time to time for reasonable and necessary expenses incurred by Apex in connection to providing the Services.

11.2.     All expense must be pre-approved by the Customer. 


12.       Indemnification 

12.1      The Customer shall indemnify Apex upon demand for any and all Charges due and payable for the Services performed by Apex arising out of or in connection with or relating the termination if this Agreement as a result of any act or omission of the Customer and/or their agent, contractor or other personnel including indemnification for any and all Materials and/or Accessories already purchased by Apex in order to carry out the Services. 


13.       Limitation of Liability

13.1     Apex’s maximum liability to the Customer shall be limited to;

(a)        the total amount paid by the Customer to Apex under this Contract, or; 

(b)        such higher sum as a court may specify as reasonable up to a maximum of £250,000.

13.2     Subject to Clause 12.1 save to the extent that the Apex’s negligence has resulted in the loss or damage, Apex shall not be liable to the Customer in respect of any loss or damage arising out of any pre­ existing faults in the Customer's electrical systems, notwithstanding that such pre-existing faults may only become manifest during or following the performance of the Services.

13.3      Apex shall not be liable for any indirect or consequential loss or damage whatsoever, including but not limited to loss of profits, loss of sales, loss of revenue, damage to reputation, loss of contracts.

13.4     Nothing in this Contract is intended to exclude or limit liability for negligence, death or personal injury.


14.       Confidentiality 

14.1     Apex agrees:

(a)        to maintain as confidential and not to use or disclose to any third party any

                        Confidential Information derived in connection with the provision of the

                        Services, without the consent of the Customer in its absolute

discretion, except that which is reasonably necessary for the proper

                        performance of the Agreement.

               (b)       restrict the disclosure of the relevant and necessary parts of the

Confidential Information to such Apex personnel who have reasonable need to 

 use it in the performance of their obligations under this Agreement.

15.     Termination

15.1     Apex reserves the right to terminate this Agreement without any further liability, if You fail to comply with Your obligations under this Agreement, within seven days of having been notified by Apex of the relevant failure. 

15.2       Apex may also terminate this Agreement immediately, without any further liability, if You are the subject of a petition for a bankruptcy order, or You become insolvent or enter any composition scheme, or debt management arrangement with Your creditors. If You are a corporation or other legal person, Apex may bring this Agreement to an end immediately if a receiver (including an administrative receiver) is appointed over any of Your assets or an application is made to appoint an administrator for You. If You are in partnership, Apex may bring this Agreement to an end immediately if the partnership is dissolved. Apex may also terminate this Agreement if any proceedings relating to Your insolvency are commenced in any country.

15.3     If this Agreement is terminated for any reason, or delivery of the Services has been completed, Apex shall be entitled to remove all equipment from Your premises or from site within 24 hours of notification of termination. 

15.4     You shall remain liable to Apex for any sums which You have not paid, for all work completed up to date of termination and for any other breach of this Agreement.


16.       Force Majeure

16.1     Apex shall not be liable to You for any failure to perform Our obligations under this Agreement where that failure results from any cause outside Our reasonable control. Including but not limited to natural occurrences, pandemics, disruption of power supplies, the action of third parties or industrial action.


17.       Disputes

17.1      Any disputes relating to the nature or quality of the Services shall be raised with Apex as soon as reasonably practicable. The parties shall work together to agree a resolution in good faith within 14 days.

16.2     The Customer will be entitled to withhold payment only for the portion of the invoice relating to the bona fide dispute. Any other Charges shall be paid to Apex in accordance with clause 10 above.


18.       Right of Substitution & Third-Party Rights

18.1.     Except otherwise expressed in this contract, Apex may, at Apex’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Apex under this contract and the Customer will not hire or engage any third parties to assist with the provision of the Services.

a)     Apex will pay the sub-contractor for it services and the compensation will remain payable by the Customer to Apex.

b)     For the purpose of the indemnification clause of this contract, the sub-contractor is an agent of Apex.           

18.2     A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.


19.       Notices

19.1     Any notice to be given by You or Us must be in writing and may be delivered by electronic mail. Notices to Apex should be sent to Us via the email address as specified on Our Quotation, acknowledgement or Invoice. 

19.2     Any notice given to You will be sent to You by email or at the address supplied at the time of order. You are free to provide an alternative address for notices at any time. Facsimile notices will be assumed to have been delivered on the next working day after transmission, and notices sent by first class post will be assumed to have been delivered two working days after they are sent.


20.       Waiver

20.1     Any express or implied obligation by Us of any failure by You to perform Your obligations under this Agreement shall not prevent the subsequent enforcement of those obligations. Similarly, any waiver Apex gives will not be taken to be a waiver of any subsequent failure by You to perform that or any other obligation.


21.       No agency or partnership

21.1      Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party to act the agent of the other. Apex is acting as an independent contractor. 


22.         Validity

22.1       If any provision(s) of this Agreement is ruled to be invalid or unenforceable for any reason, that invalidity shall not affect the rest of this Agreement, which will remain valid and enforceable in all respects.


23.         Governing Law & Jurisdiction

23.1       The provisions of this Agreement shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.


24.       Whole Agreement 

24.1     These Terms and Conditions any applicable Invoices/Quotations/Estimates shall constitute the entire agreement between Apex and the Customer relating to the Services and overrides any prior correspondence or statements relating to the Services (including any statements or representations in any advertisements or literature produced by us relating to the Services).


25.       Time of the Essence

25.1     Time is of the essence in this contract. No extension or variation of the contract will operate as a waiver of this provision.

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