Terms & Conditions

1. Interpretation

1.1 Definitions. In these Terms, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6.

Commencement Date: has the meaning set out in clause 2.2.

Company: Why Wouldn’t You Limited registered in England and Wales with company number 06942626.

Contract: the contract between the Company and the Client for the supply of Services in accordance with these Terms and the Instruction Letter.

Client: the person or firm who purchases Services from the Company.

Client Default: has the meaning set out in clause 5.2.

Instruction Letter: the instruction letter from the Company to the Client confirming its instruction to provide the Services to which these Terms are attached.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Materials: has the meaning given in clause 5.1.7.

Services: the services supplied by the Company to the Client as set out in the Instruction Letter.

Service Commencement Date: the date the Services shall commence as specified in the Instruction Letter.

Terms: these terms and conditions as amended from time to time in accordance with clause 12.8.

1.2 In these Terms, the rules of construction in this clause apply

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written includes faxes and e-mails.

2. Basis of contract

2.1 The Company has agreed to supply the Services to the Client in accordance with the Instruction Letter and these Terms.

2.2 The Contract shall come into existence on the date specified in the Instruction Letter (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 If there is any conflict between the terms of these Terms and the Instruction Letter, the terms of the Instruction Letter shall apply.

3. Duration

3.1 The Company shall supply the Services from the Service Commencement Date.

3.2 The Services shall continue to be supplied unless the Contract is terminated by either party giving to the other not less than [one] month’s written notice, unless earlier termination has occurred in accordance with clause 10.

4. Supply of Services

4.1 The Company shall supply the Services to the Client in accordance with these Terms and the Instruction Letter.

4.2 The Company shall use all reasonable endeavours to meet any performance dates specified in the Instruction Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.

4.4 The Company warrants to the Client that the Services will be provided using reasonable care and skill.

5. Client’s obligations

5.1 The Client shall:

5.1.1 ensure that the terms of the Instruction Letter and any information it provides are complete and accurate;

5.1.2 divert telephones when instructed by the Company to do so;

5.1.3 co-operate with the Company in all matters relating to the Services;

5.1.4 provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company;

5.1.5 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

5.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and

5.1.7 keep and maintain all materials, equipment, documents and other property of the Company (Materials) at the Client’s premises in safe custody at its own risk, maintain the Materials in good condition until returned to the Company, and not dispose of or use the Materials other than in accordance with the Company’s written instructions or authorisation.

5.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

5.2.1 the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;

5.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 5.2; and

5.2.3 the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

6. Charges and payment

6.1 The Charges for the Services are set out in the Instruction Letter.

6.2 The Company shall invoice the Client monthly, unless otherwise specified in the Instruction Letter.

6.3 The Client shall pay each invoice submitted by the Company:

6.3.1 within [30] days of the date of the invoice; and

6.3.2 in full and in cleared funds to a bank account nominated in writing by the Company, and

time for payment shall be of the essence of the Contract.

6.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.5 Without limiting any other right or remedy of the Company, if the Client fails to make any payment due to the Company under the Contract by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current [Barclay’s Bank plc]’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

6.6 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.

7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Client.

7.3 All Materials are the exclusive property of the Company.

8. Confidentiality

The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Company’s business or its products or its services which the Client may obtain. The Client shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Client’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Client. This clause 8 shall survive termination of the Contract.

9. Limitation of liability

9.1 Nothing in these Terms shall limit or exclude the Company’s liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 Subject to clause 9.1:

9.2.1 the Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

9.2.2 the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [the aggregate Charges paid by the Client to the Company in the 12 months preceding a claim].

9.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.4 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.1.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

10.1.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

10.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

10.1.4 the other party (being an individual) is the subject of a bankruptcy petition or order;

10.1.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

10.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

10.1.7 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

10.1.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

10.1.9 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.1 to clause 10.1.8 (inclusive);

10.1.10 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

10.1.11 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

10.2 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party one month’s written notice.

10.4 Without limiting its other rights or remedies, the Company shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 10.1.1) to clause 10.1.11, or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

11. Consequences of termination

On termination of the Contract for any reason:

11.1 the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;

11.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

11.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. General

12.1 Force majeure

12.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, widespread internet failure or default of suppliers or subcontractors.

12.1.2 The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.1.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

12.2 Assignment and subcontracting

12.2.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

12.2.2 The Client shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.3 Notices

12.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

12.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

12.3.3 This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

12.4 Waiver

12.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12.5 Severance

12.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

12.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.6 No partnership

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

12.7 Third parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.8 Variation

Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed on behalf of the Company by Richard Lloyd or Lucy Burton-Lloyd..

12.9 Governing law and jurisdiction

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

ENVIRONMENTAL POLICY

Why Wouldn’t You Limited recognises that it has a responsibility to the environment beyond legal and regulatory
requirements. We are committed to reducing our environmental impact and continually improving our environmental
performance as an integral part of our business strategy and operating methods.

Responsibility

Lucy Lloyd, Managing Director, is responsible for ensuring that this environmental policy is implemented, however, all
employees have a responsibility in their area to ensure that the aims and objectives of this policy are met.

Policy aims

We endeavour to:

Comply with all relevant regulatory requirements.
Continually improve and monitor environmental performance.
Continually improve and reduce environmental impacts.
Incorporate environmental factors into business decisions.
Increase employee awareness.

Paper

We will:

Minimise the use of paper in the office.
Reduce packaging as much as possible.
Seek to buy recycled and recyclable paper products.
Reuse and recycle all paper where possible.

Energy and water

We will seek to:

Switch off lights and electrical equipment when not in use.
Take energy consumption and efficiency of new products into account when purchasing them.

Office supplies

We will:

Evaluate if the need can be met in another way.
Evaluate the environmental impact of any new products we intend to purchase.
Favour more environmentally friendly and efficient products wherever possible.
Reuse and recycle everything we are able to.

Transportation

We will:

Reduce the need to travel, restricting to necessity trips only.
Promote the use of travel alternatives such as e-mail or video/phone conferencing.
Reduce the need to travel, restricting to necessity trips only.
Promote the use of travel alternatives such as e-mail or video/phone conferencing.

Maintenance and cleaning

We will:

Use cleaning materials that are as environmentally friendly as possible.

Monitoring and improvement

We will:

Comply with all relevant regulatory requirements.
Continually improve and monitor environmental performance.
Continually improve and reduce environmental impacts.
Incorporate environmental factors into business decisions.
Review this policy and any related business issues at monthly management meetings.

Culture

We will:

Update this policy at least once annually in consultation with staff and other stakeholders where necessary.
Involve staff in the implementation of this policy, for greater commitment and improved performance.
Provide staff with relevant environmental training.