Terms and conditions
Application and entire agreement
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These Terms and Conditions apply to the provision of the services detailed in our
quotation (Services) by MINT Commercial Ltd a company registered in England and Wales
under number 11001101 whose registered office is at 8 Berrowside Road, Birmingham, B34
7JL (we or us or Service Provider) to the person buying the services (you or Customer).
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You are deemed to have accepted these Terms and Conditions when you accept our quotation
or from the date of any performance of the Services (whichever happens earlier) and
these Terms and Conditions and our quotation (the Contract) are the entire agreement
between us.
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You acknowledge that you have not relied on any statement, promise or representation
made or given by or on our behalf. These Conditions apply to the Contract to the
exclusion of any other terms that you try to impose or incorporate, or which are implied
by trade, custom, practice or course of dealing.
Interpretation
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A "business day" means any day other than a Saturday, Sunday or bank holiday in England
and Wales.
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The headings in these Terms and Conditions are for convenience only and do not affect
their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
Services
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We warrant that we will use reasonable care and skill in our performance of the Services
which will comply with the quotation, including any specification in all material
respects. We can make any changes to the Services which are necessary to comply with any
applicable law or safety requirement, and we will notify you if this is necessary.
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We will use our reasonable endeavours to complete the performance of the Services within
the time agreed or as set out in the quotation; however, time shall not be of the
essence in the performance of our obligations.
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All of these Terms and Conditions apply to the supply of any goods as well as Services
unless we specify otherwise.
Your obligations
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You must obtain any permissions, consents, licences or otherwise that we need and must
give us with access to any and all relevant information, materials, properties and any
other matters which we need to provide the Services.
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If you do not comply with clause 10, we can terminate the Services.
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We are not liable for any delay or failure to provide the Services if this is caused by
your failure to comply with the provisions of this section (Your obligations).
Fees
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The fees (Fees) for the Services are set out in the quotation and are on a time and
materials basis.
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In addition to the Fees, we can recover from you a) reasonable incidental expenses
including, but not limited to, travelling expenses, hotel costs, subsistence and any
associated expenses, b) the cost of services provided by third parties and required by
us for the performance of the Services, and c) the cost of any materials required for
the provision of the Services.
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You must pay us for any additional services provided by us that are not specified in the
quotation in accordance with our then current, applicable daily rate in effect at the
time of performance or such other rate as may be agreed between us. The provisions of
clause 14 also apply to these additional services.
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The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed
or charged by any competent authority.
Cancellation and amendment
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We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if
the Services have not started, within a period of 15 days from the date of the
quotation, (unless the quotation has been withdrawn).
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Either we or you can cancel an order for any reason prior to your acceptance (or
rejection) of the quotation.
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If you want to amend any details of the Services you must tell us in writing as soon as
possible. We will use reasonable endeavours to make any required changes and additional
costs will be included in the Fees and invoiced to you.
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If, due to circumstances beyond our control, including those set out in the clause below
(Circumstances beyond a party's control), we have to make any change in the Services or
how they are provided, we will notify you immediately. We will use reasonable endeavours
to keep any such changes to a minimum.
Payment
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We will invoice you for payment of the Fees either:
- when we have completed the Services; or
- on the invoice dates set out in the quotation.
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You must pay the Fees due within 30 days of the date of our invoice or otherwise in
accordance with any credit terms agreed between us.
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Time for payment shall be of the essence of the Contract.
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Without limiting any other right or remedy we have for statutory interest, if you do not
pay within the period set out above, we will charge you interest at the rate of 20% per
annum above the base lending rate of the Bank of England from time to time on the amount
outstanding until payment is received in full.
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All payments due under these Terms and Conditions must be made in full without any
deduction or withholding except as required by law and neither of us can assert any
credit, set-off or counterclaim against the other in order to justify withholding
payment of any such amount in whole or in part.
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If you do not pay within the period set out above, we can suspend any further provision
of the Services and cancel any future services which have been ordered by, or otherwise
arranged with, you.
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Receipts for payment will be issued by us only at your request.
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All payments must be made in British Pounds unless otherwise agreed in writing between
us.
Sub-contracting and assignment
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We can at any time assign, transfer, charge, subcontract or deal in any other manner
with all or any of our rights under these Terms and Conditions and can subcontract or
delegate in any manner any or all of our obligations to any third party.
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You must not, without our prior written consent, assign, transfer, charge, subcontract
or deal in any other manner with all or any of your rights or obligations under these
Terms and Conditions.
Termination
- We can terminate the provision of the Services immediately if you:
- commit a material breach of your obligations under these Terms and Conditions; or
- fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a
bankruptcy order or take advantage of any other statutory provision for the relief
of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any
other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory
liquidation, have a receiver, manager, administrator or administrative receiver
appointed in respect of your assets or undertakings or any part of them, any
documents are filed with the court for the appointment of an administrator in
respect of you, notice of intention to appoint an administrator is given by you or
any of your 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 your winding up or for the granting of an administration
order in respect of you, or any proceedings are commenced relating to your
insolvency or possible insolvency.
Intellectual property
- We reserve all copyright and any other intellectual property rights which may subsist in
any goods supplied in connection with the provision of the Services. We reserve the
right to take any appropriate action to restrain or prevent the infringement of such
intellectual property rights.
Liability and indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in
tort or misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of our liability is limited to the total amount of Fees payable by you
under the Contract.
- We are not liable (whether caused by our employees, agents or otherwise) in connection
with our provision of the Services or the performance of any of our other obligations
under these Terms and Conditions or the quotation for:
- any indirect, special or consequential loss, damage, costs, or expenses or;
- any loss of profits; loss of anticipated profits; loss of business; loss of data;
loss of reputation or goodwill; business interruption; or, other third party claims;
or
- any failure to perform any of our obligations if such delay or failure is due to any
cause beyond our reasonable control; or
- any losses caused directly or indirectly by any failure or your breach in relation
to your obligations; or
- any losses arising directly or indirectly from the choice of Services and how they
will meet your requirements or your use of the Services or any goods supplied in
connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us
arising from any loss or damage to any equipment (including that belonging to third
parties) caused by you or your agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or
personal injury caused by our negligence, or for any fraudulent misrepresentation, or
for any other matters for which it would be unlawful to exclude or limit liability.
Data protection
- When supplying the Services to the Customer, the Service Provider may gain access to
and/or acquire the ability to transfer, store or process personal data of employees of
the Customer.
- The parties agree that where such processing of personal data takes place, the Customer
shall be the 'data controller' and the Service Provider shall be the 'data processor' as
defined in the General Data Protection Regulation (GDPR) as may be amended, extended
and/or re-enacted from time to time.
- For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data
Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
- The Service Provider shall only Process Personal Data to the extent reasonably required
to enable it to supply the Services as mentioned in these terms and conditions or as
requested by and agreed with the Customer, shall not retain any Personal Data longer
than necessary for the Processing and refrain from Processing any Personal Data for its
own or for any third party's purposes.
- The Service Provider shall not disclose Personal Data to any third parties other than
employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know'
basis and only under the same (or more extensive) conditions as set out in these terms
and conditions or to the extent required by applicable legislation and/or regulations.
- The Service Provider shall implement and maintain technical and organisational security
measures as are required to protect Personal Data Processed by the Service Provider on
behalf of the Customer.
- Further information about the Service Provider's approach to data protection are
specified in its Data Protection Policy, which can be found The policy can be found on
our website. For any enquiries or complaints regarding data privacy, you can email:
jamesgomes@hotmail.co.uk.
Circumstances beyond a party's control
- Neither of us is liable for any failure or delay in performing our obligations where
such failure or delay results from any cause that is beyond the reasonable control of
that party. Such causes include, but are not limited to: industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental
action or any other event that is beyond the control of the party in question. If the
delay continues for a period of 90 days, either of us may terminate or cancel the
Services to be carried out under these Terms and Conditions.
Communications
- All notices under these Terms and Conditions must be in writing and signed by, or on
behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered
mail) during the normal business hours of the recipient;
- when sent, if transmitted by fax or email and a successful transmission report or
return receipt is generated;
- on the fifth business day following mailing, if mailed by national ordinary mail; or
- on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent
address, email address or fax number notified to the other party.
No waiver
- No delay, act or omission by a party in exercising any right or remedy will be deemed a
waiver of that, or any other, right or remedy nor stop further exercise of any other
right, or remedy.
Severance
- If one or more of these Terms and Conditions is found to be unlawful, invalid or
otherwise unenforceable, that / those provisions will be deemed severed from the
remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and
Wales and all disputes arising under the Agreement (including non-contractual disputes
or claims) shall be subject to the exclusive jurisdiction of the English and Welsh
courts.