Terms & Conditions

These Terms and Conditions are the standard terms which apply to the provision of all Services by Verve Workspace Ltd, a company registered in England & Wales under company number 05183491, whose registered office address is at The Stables, Towcester Road, Milton Malsor, Northamptonshire NN7 3AP (“the Company/we/us/our”).

These Terms and Conditions apply to business Customers only. If you are a consumer (as defined in the Consumer Rights Act 2015), please refer to our alternative terms and conditions for consumers.

  1. Definitions and Interpretation: In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means the contract into which you and we will enter into upon acceptance of our Quotation. The Agreement will incorporate, and be subject to, these Terms and Conditions;

“Customer/you/your” means you, the business accepting our Quotation or placing an order with us. Where any individual enters into the Agreement on behalf of a business, that person confirms they have the authority to contractually bind and enter into the Agreement on behalf of that business and the business will be our Customer in the context of the Agreement;

“Delivery Date” means the estimated date on which the Products are intended to be delivered;

“Products” means the goods which are to be supplied by us to you as specified in our Quotation;

“Property” means the Property at which our Services, as detailed in the Quotation, are to be carried out;

“Quotation” means our written Quotation to provide the Products and/or Services, which unless otherwise stated, remains open for acceptance for a period of 60 days and sets out our entire scope of works; and

“Services”, where applicable, means the installation services to be provided by us as set out in the Quotation.

  1. Each reference in these Terms and Conditions to:
    1. “writing” and “written” includes emails;
    2. a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    3. “these Terms and Conditions” is a reference to these Terms and Conditions; and
    4. a clause or a schedule is a reference to a clause or schedule in these Terms and Conditions.
  2. The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.
  3. Words signifying the singular number will include the plural and vice versa. References to persons include corporations.
  1. The Contract
    1. We will provide a Quotation for the Products and/or Services. The acceptance of our Quotation, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us and includes the acceptance of these Terms and Conditions, which will apply between us.
    2. No terms or conditions stipulated or referred to by the Customer in any form whatsoever will in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.


  1. Description and Specification of Products
    1. We have made every reasonable effort to ensure that the Products conform to illustrations, photographs and descriptions provided in our sales and marketing literature and on our Website. We cannot, however, guarantee that all illustrations and/or photographs will be precisely accurate. Please note that certain colours may look different to the actual colour of the Products, when viewed on an electronic device.

If we find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature, price lists or any other documents, we will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible without any liability to us.

  1. Delivery
    1. We will only deliver within the United Kingdom unless we agree otherwise in writing.
    2. Delivery costs will be as per our Quotation and payable in accordance with clause 8.
    3. We will provide an estimated Delivery Date for the Products. This may vary according to their availability, your location and circumstances beyond our control. We will make every effort to meet the agreed Delivery Date but such times are an estimate only and we cannot be held liable for delays.
    4. Delivery will be deemed to have taken place when the Products have been delivered to the delivery address indicated in our Quotation and you (or someone identified by you) have taken physical possession of them.
    5. Generally, where an order contains more than one item, all items will be delivered at the same time once all of the items are available for delivery.
    6. We reserve the right to charge you if we are unable to deliver the Products at the nominated delivery address on the agreed Delivery Date through no fault of our own.
    7. For any deliveries that have not been made by the estimated Delivery Date, you should contact us in writing as soon as possible so we can start our investigation process.
    8. Products that have been purchased by debit or credit card can only be shipped to the registered address on the relevant card. These deliveries must be signed for.
    9. We reserve the right to charge for storage if you fail to take delivery of the Products or any part of them on the agreed date, and should we store your Products for a period of 6 months or more, we reserve the right to resell your Products.


  1. Risk and Retention of Title
    1. Risk of damage to or loss of the Products will pass to you at the time they are delivered to you or, if you wrongfully fail to take delivery of the Products, at the time when we attempted to deliver them.
    2. Notwithstanding clause 5.1, legal and beneficial title of the Products will not pass to you until we have received payment in full in cleared funds for the total price of the Products and, where applicable, the Services.
    3. Until payment has been made to us in full in accordance with clause 8, and title in the Products has been passed to you, you will be in possession of the Products as bailee for us and must store them separately and in an appropriate environment, ensuring that they are identifiable as being supplied by us and insuring them against all reasonable risks.
    4. In the event that you sell or transfer the Products to a third party before legal and beneficial title has passed to you under these Terms and Conditions, the proceeds of the sub-sale or transfer (or such proportion as may be due to us) is to be held by you on our behalf and must be identified as such.
    5. We will be entitled at any time to require you to deliver up to us any Products in which we retain title and, if you fail to do so forewith, to enter upon any premises of yours or any third party’s during normal business hours where the Products are stored to repossess them. Your right to possession of the Products in which we maintain legal and beneficial title will terminate if any of the events listed in clause 8 occur.


  1. Installation Services
    1. We will require you to grant us unrestricted access to the Property at all reasonable times for the purposes of taking measurements and of carrying out the Services the subject of this Agreement.
    2. We will provide the installation in accordance with the specification set out in the accepted Quotation (as may be amended by agreement between you and us from time to time).
    3. We will properly dispose of all waste that results from our provision of the Services, however it is your responsibility to ensure removal of any old items in advance and ensure the area is cleared and ready for us to start work. Should this not be the case, we may rearrange the installation, which will incur additional fees.
    4. We will ensure that the Services are performed with reasonable care and skill and to a reasonable standard which is consistent with best trade practice.
    5. We are not liable to carry out any decorating work, but will ensure that no parts of the Property suffer damage as a result of our provision of the Services. This does not apply to damage caused to any existing decorations which is reasonably commensurate with the carrying out of works in the usual way. We will make good any other damage that occurs at no additional expense to you, as soon as is reasonably possible.
    6. You are responsible for the cost of any additional work necessary to complete the works as a result of your failure, or the failure of any third party not authorised by us, in complying with our specifications.


  1. Delays and Abortive Visits: Unless otherwise agreed in writing, our Quotation is based on being able to complete our works at the agreed times and in one continuous visit. If through no fault of our own we are unable to gain access to carry out our Services on the agreed date, or if we are prevented from continuous working through to completion, we reserve the right to recover any costs incurred, such as for storage of materials or non-productive visits to the Property.


  1. Fees and Payment
    1. A minimum deposit of 50% of the total balance is required at the time of accepting our Quotation, where applicable.
    2. Any remaining balance must be settled within 14 days of delivery or completion of our Services, unless we agree otherwise in writing. However, we reserve the right to issue our final invoice if the original Delivery Date is delayed through no fault of our own for a period of 30 days or more.
    3. We may require you to complete a personal guarantee as set out in Schedule 1, at our discretion. In this case, we will notify you and no Products will be ordered or Delivery Date confirmed until such time as this has been completed and returned to us.
    4. All prices quoted are exclusive of VAT. If the rate of VAT changes, we will adjust the amount of VAT that you must pay.
    5. If payment is not made by the due date in accordance with this clause 8, we will have the right to charge interest on the outstanding amount at a rate of 8% per annum above the Bank of England base rate, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment. We may also refuse to provide any further Products or Services or provide any certification or warranty under the Agreement until such time as any outstanding payment has been paid and will not be liable for any delays caused as a result.


  1. Cancellation and Termination
    1. Orders cannot be cancelled unless we agree otherwise in writing.
    2. In any event, we reserve the right to charge a cancellation charge as most Products are made to order to your specification.
    3. Either party may terminate the Agreement with immediate effect by giving written notice if the other party has:
      1. breached the Agreement in any material way and failed to remedy that breach within 14 days of being asked in writing to do so; or
      2. entered into liquidation, bankruptcy or had an administrator or receiver appointed over their assets.
    4. We may cancel the Agreement at any time before we despatch the Products in the following circumstances:
      1. If the Products are no longer in stock and we are unable to re-stock (if, for example, the Products are discontinued); or
      2. If an event outside of our control continues for more than 60 days as per clause 14.
    5. If we cancel the Agreement under clause 9.4 and you have already paid for the Products under clause 8, the payment will be refunded to you as soon as possible and, in any event within 30 days. If cancellation occurs, this will be confirmed by us in writing. We will hold no liability for the disappointment or inconvenience suffered.
    6. For the purposes of this clause 9, a breach of the Agreement will be considered material if it is not minimal or trivial in its consequences to the terminating party, regardless of whether it was caused by any accident, mishap, mistake or misunderstanding.
    7. If at the termination date we have provided Products or Services that you have not yet paid for, the sums due will be invoiced to you and you will be required to make payment in accordance with clause 8.
    8. Termination will not remove or reduce any right to damages or other remedy which either you or we may have in respect of any breach of the Agreement which exist at or before the date of termination.


  1. Warranty
    1. All Products supplied by us come with a manufacturer’s warranty, which commences from completion of the installation or from the date of delivery as applicable.
    2. If any defects appear due to no fault of yours during the warranty period, we will rectify any and all such defects at no cost to you. Any Products supplied by us are subject to the extents and limits of the warranty provided to us by the manufacturer’s guarantee or warranty.
    3. This warranty is subject to:
      1. payment having been received by us in full in accordance with clause 8;
      2. the Customer providing written notice to us within 7 days of the Customer becoming aware of any such defect; and
      3. the Customer following all instructions issued by us upon completion of the works, including cleaning instructions.
    4. The Company accepts no liability in respect of the following:
      1. damage due to causes beyond our control including, but not limited to, accident, misuse, faults or premature deterioration which result from the Customer’s failure to comply with maintenance instructions provided by us and/or the manufacturer;
      2. cosmetic damage or deterioration arising out of normal wear and tear.


  1. Sub-Contracting and Assignment: We will be free to sub-contract any of our obligations under these Terms and Conditions provided that any and all sub-contractors are reasonably skilled in the relevant practices and provided that no additional charges are passed on to you. We may assign the benefits under this Contract without your permission. However, you are not entitled to assign the benefits under this Co
  1. Third Party Rights: The Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Agreement.


  1. Complaints
    1. We always welcome feedback from our Customers and, while we always use all reasonable endeavours to ensure that your experience as a Customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint. Please make any complaint to us in writing. Unless you have reasonable justification in refusing entry, we will require you to grant us all reasonable access and facilities to remedy any complaint for which we may be liable.
    2. In the unlikely event you are dissatisfied with any Product(s) and/or Services, you may only withhold payment for the affected items and all other items remain payable by the due date as set out in clause 8.


  1. Events Outside of Our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: adverse weather, power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism or war, natural disaster, or any other event that is beyond our reasonable control.


  1. Liability
    1. We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the Agreement is entered into. We will not be responsible for any loss or damage that is not foreseeable. However, the maximum total liability is limited to the total value of the Agreement.
    2. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
    3. We are not responsible for any pre-existing faults or damage in or to your Property that we may discover while providing the Services.
    4. We are not liable for any loss or damage you suffer which results from your failure to follow any reasonable instructions given by us.
    5. Nothing in these Terms and Conditions is intended to or will limit or exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.


  1. How We Use Your Personal Information (Data Protection): All personal information that we may process will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 and the General Data Protection Regulation 2016. For further information, please refer to the privacy policy on our website.


  1. No Waiver: No failure or delay by either Party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.


  1. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.


  1. Law and Jurisdiction
    1. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
    2. Any dispute, controversy, proceedings or claim between you and us relating to the Agreement or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.


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