Terms & Conditions

1. Interpretation 
​a. In these Terms and Conditions: 
​ ​i. "Charges" means the sums payable from time to time by the Client to 2Hot2Cold Ltd for the provision of Services as set out in the Proposal; 
​ ​ii. "Client" means the person named on the Proposal in receipt of the services; 
​ ​iii. "2Hot 2Cold" means 2Hot2Cold Ltd; 
​ ​iv. "Commencement Date" means the date referred to in the Proposal or if later the date which 2Hot2Cold Ltd starts to provide the Services; 
​ ​v. "Proposal" means the scope of services offered and quoted for; and
​ ​vi. "Services" means the provision of services as referred to in the Proposal. 
​ ​vii. “Supplier” means 2Hot2Cold Ltd. 

​b. The headings in these Conditions are for convenience only and shall not affect their interpretation. 
​c. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time. 
​d. In these Conditions where two or more individuals are included in the expression "the Client" any obligation provided by them shall be deemed to be made by such persons jointly and ​severally. 

2. Basis of Quotation 
​a. Any increases in labour and/or material cost arising after the date of quotation but before agreement by the customer may require a new quote to be generated. 
​b. The quotation(s) are based on the work being affected during normal working hours. 
​c. Variations or additional work shall be charged on a reasonable time and material basis after discussion and agreement with the customer unless subject of a separate quotation ​ ​accepted by the Customer. 
​d. Work by other Trades, any statutory fees, or charges for work done by Supply Authority or Local Authority is not included. 
​e. While reasonable care will always be taken, the quotation does not include for incidental redecoration or other works consequent upon the proper execution of the work. 
​f. Subject to the remaining provisions in these Conditions 2Hot2Cold Ltd shall provide the Services for a period as defined in the Proposal from the Commencement ​

3. Client Obligations 
​a. The Client shall provide free of charge: 
​ ​i. all reasonable facilities (as distinct from materials) which may be required to enable2Hot2Cold Ltd to carry out the Services; 
​ ​ii. suitable and safe accommodation for such equipment and materials as 2Hot2Cold Ltd deems necessary to leave on the Client's premises; 
​ ​iii. Access to the premises referred to in the Proposal in order to enable 2Hot2Cold Ltd to provide the Services from time to time. 

​b. The Client shall also ensure that the premises where 2Hot2Cold Ltd is to provide the Services are safe for its employees, and agents.

4. Acceptance 
​a. Upon 2Hot2Cold Ltd receiving written confirmation that the Client accepts the Proposal 2Hot2Cold Ltd shall use all reasonable endeavours to provide the Services subject to the ​ ​Proposal and these Conditions. 
​b. Once the Proposal has been accepted by the Client it may not be cancelled (in whole or part) or varied by the Client except with the express agreement in writing of 2Hot2Cold Ltd ​ ​and on terms that the Client shall indemnify 2Hot2Cold Ltd in full against all reasonable loss (including loss of profit), costs (including cost of all labour and materials used), damages, ​charges and expenses incurred by 2Hot2Cold Ltd as a result of cancellation or variation including (without limitation) any cancellation and/or penalty charges imposed on 2Hot2Cold ​ ​Ltd by any third party. 
​c. No variation to the Conditions shall be binding unless agreed in writing between the Client and 2Hot2Cold Ltd  
 
5. Fees 
​a. All prices quoted in the Proposal are valid for fourteen days only or until earlier confirmation by the Client after which time they may be altered by 2Hot2Cold Ltd. 2Hot2Cold Ltd ​reserve the right to make periodic pricing adjustments at the beginning of each year without giving notice to the Client.
​b. All prices quoted in the Proposal are valid for fourteen days only or until earlier confirmation by the Client after which time they may be altered by 2Hot2Cold Ltd without giving ​notice to the Client. 
​c. The Client shall pay 2Hot2Cold Ltd the Charges and any additional sums which are agreed between 2Hot2Cold Ltd and the Client for the provision of the Services. Charges are based ​on period contract rates as per the Proposal and payable as per the Proposal including, but not limited to: deposits; stage payments and final settlement payments.
​d. 2Hot2Cold Ltd will supply materials at market competitive prices including sourcing and delivery costs, unless agreed otherwise in writing. 
​e. All Charges quoted to the Client for the provision of the Services are inclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time ​to time. 
​f. If payment is not made as per the Proposal 2Hot2Cold Ltd shall be entitled, without limiting any other rights it may have:
​​ ​i. To charge interest on the outstanding amount. Interest will be charged at 3% above the Bank of England base rate in addition to any and all Management time, Court Charges ​ ​ ​and professional fees incurred in recovering the debt. We accept personal credit (excluded include Diners, AMEX and ‘company’ credit cards) cards with no additional fee/charge. 
​ ​ii. In the event of late payment without good reason, 2Hot2Cold Ltd reserve the right to cancel the Services or suspend further provision of the Services without further notice. 
​ ​iii. Following the completion of the agreed works/installation, any issues with regard to quality, standards or pricing must be reported in writing, to 2Hot2Cold Ltd within 14 days ​ ​of works being undertaken as failure to report any occurrence may invalidate any claim. Any future issues; for example the workmanship/defects should be reported in writing as ​ ​soon as reasonably practical. This does not affect your statutory consumer rights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​iv. In the event that either the principal is made Bankrupt or that we believe that the company is in or imminently likely to fall into receivership or liquidation, 2Hot2Cold Ltd or its ​ ​authorised personnel reserve the right to enter the client premises with a relevant court order and/or other relevant legal authorisation to retrieve its equipment together with ​          ​ ​capital assets that will achieve the approximate value (at auction)of the outstanding debt.  
 
6. Warranties and Liability (Applicable for services provided to Business to Business (B2B) Clients only) 
​a. 2Hot2Cold Ltd warrants to the Client that the Services will be provided using reasonable care and skill. 
​b. Except in respect of death or personal injury caused by 2Hot2Cold Ltd.’s negligence, or as expressly provided in these Conditions, 2Hot2Cold Ltd shall not be liable to the Client by ​ ​reason of any representation (unless fraudulent), or any implied warranty, condition or any other term, or any duty at common law, or under the express terms of these Conditions,  ​for  any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of 2Hot2Cold Ltd, its servants or ​​agents or otherwise) which arise out of or in connection with the provision of the Services and the entire liability of 2Hot2Cold Ltd under or in connection with these Conditions shall not ​exceed the amount paid by the Client for the provision of the Services in any consecutive twelve month period except as expressly provided in these Conditions. 
​c. 2Hot2Cold Ltd shall not be liable to the Client or be deemed to be in breach of 2Hot2Cold Ltd obligations in relation to the Services, if the delay or failure was due to any cause ​ ​beyond 2Hot2Cold Ltd ​reasonable control.
 
7. Termination 
​a. Either party may terminate the agreement by providing written notice in line with any terms set out in the Proposal.
​b. Where the Client terminates the agreement after 2Hot2Cold Ltd has begun procuring materials or fabricating bespoke components, the Client shall be liable for all reasonable costs ​incurred up to the date of termination. ​
​c. These costs may include, without limitation, bespoke materials, production labour, delivery charges, and any costs associated with third-party suppliers or contractors.
​d. Deposits are non-refundable once production or procurement has commenced, unless otherwise agreed in writing. 
 
8. Non-Solicitation (Applicable for services provided to Business to Business (B2B) Clients only) 
​a. The Client shall not during the term of the Services and for a period of (Six) months after expiry or termination howsoever caused solicit or engage 2Hot2Cold Ltd.’s staff who have ​been employed or engaged in the provision of the Services (in whole or part). 
​b. In the event that the Client is in breach of clause 8.1 above then the Client shall indemnify 2Hot2Cold Ltd against all costs claims and expenses that are incurred as a result of such  ​ ​breach including (without limitation) the costs incurred in employing a substitute person and training the said person to a similar standard to the person who has been solicited. This  ​ ​provision shall be without prejudice to 2Hot2Cold Ltd.’s ability to seek injunctive relief.
 
9. Risk and Retention of Title 
​a. Risk of damage to or loss of the Goods shall pass to the Customer at: 
​​i. In the case of Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection;  ​
​​ii. In the case of Goods to be delivered otherwise than at the Supplier's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time ​ ​​when the Supplier has tendered delivery of the Goods; or 
​ ​iii. In the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete. Notwithstanding delivery and the passing ​ ​of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in ​ ​cash or cleared funds payment in full of the price of the Goods and/or Services. 

​ ​b. Sub-Clause notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price ​of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose. 
​ ​i. Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the ​ ​Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied ​ ​by the Supplier and shall insure the Goods against all reasonable risks. 
​ ​ii. In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Conditions, the proceeds of the sub- ​ ​sale or transfer (or such proportion as is due to the Supplier) shall be held by the Customer on behalf of the Supplier. The Customer shall ensure that such moneys   are held ​ ​ ​separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Supplier's behalf are identified as such. The Supplier may, ​ ​ ​ ​in accordance with the provisions of the Companies Act 2006, register any charge created by these Terms and Conditions.

​​c. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the ​ ​Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable. The ​ ​Supplier reserves the right with the relevant Court Order and/or other legal authorisation to repossess any Goods in which the Supplier retains title without notice. 
​d. The Customer's right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if: 
​ ​i. Customer commits or permits any material breach of his ​obligations under these Conditions; 
​​ii. The Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or ​ ​​arrangement is made with his creditors; 
​ ​iii. 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; 
​ ​iv. 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 undertaking 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 paragraph 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.  
 
10. General 
​a. Expect where the client is a consumer these Conditions together with the Proposal/Quotation constitute the entire agreement between the parties and supersede any previous ​ ​agreement or understanding. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law. 
​b. Where the client is a consumer, the Company intends to rely upon the written terms set out here and on the other side of this document. If you require any changes, please make ​sure ​you ask for these to be put in writing. In that way, we can avoid any problems surrounding what the Company and you the Customer is expected to do. 
​c. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal ​ ​place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 
​d. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and ​the remainder of the provision in question shall not be affected. ​
​e. 2Hot2Cold Ltd shall be entitled to assign or otherwise transfer or use the services of a subcontractor agent or otherwise in order to carry out any of its rights and obligations under ​these Conditions. 
​f. English and Welsh law shall apply to the contract and the parties agree to submit to the jurisdiction of the English and Welsh courts. 
​g. Other than expressly permitted it is not intended that a third party has a right to enforce a provision of this agreement under the Contracts (Rights of Third Parties) Act 1999.
​h. All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party ​giving the notice. Notices shall be deemed to have been duly given: 
​i. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or 
​j. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or on the fifth business day following mailing, if mailed by national ​ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid. k. All notices under this Agreement shall be addressed to the most ​recent address, e-mail address, or facsimile number notified to the other Party 
 
11. Force Majeure 
​a. Neither Party shall not be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that beyond the reasonable control of ​ ​that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, 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. 

12. Waiver 
​a. The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver ofthe ​ ​right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a ​continuing waiver. 

13. Severance 
​a. The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, ​ ​that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be ​valid and enforceable.

© 2012 2Hot2Cold Ltd 

2Hot2Cold Ltd

Phone: 01932552374
Email: confidential@2hot-2cold.com