PINES AND NEEDLES

CIVICS DEPARTMENT

COMMERCIAL TERMS & CONDITIONS OF SUPPLY

Issued by

Bushbay Ltd
Trading as Pines and Needles

Company Number: 05688656
VAT Registration Number: 881992960

Riverhill Gardens
Worcester Park
Surrey
KT4 7BW

Telephone: 020 3384 9421
Email: civics@pinesandneedles.com
Website: www.pinesandneedles.com

 

---

 

DOCUMENT CONTROL

 

---

 

COMMERCIAL SUMMARY

This Commercial Summary is provided for convenience only and highlights the principal commercial terms of the Contract. In the event of any inconsistency, these Commercial Terms & Conditions shall prevail.

 

---

 

Need Help?

We appreciate that commercial contracts can sometimes appear complex. If you have any questions about your Quotation, payment terms or these Commercial Terms & Conditions, please contact our Civics Team before accepting your Quotation. We will be pleased to explain any aspect of the Project and ensure you are completely comfortable before proceeding.

Telephone: 020 3384 9421

Email: civics@pinesandneedles.com

Website: www.pinesandneedles.com

 

---

 

CONTENTS

SECTION 1 - PRELIMINARY PROVISIONS

1.1 Definitions

1.1.1 Client

The organisation, company, charity, public authority, public body or individual purchasing Goods and/or Services from the Supplier.

1.1.2 Supplier

Bushbay Ltd trading as Pines and Needles, Company Number 05688656.

1.1.3 Contract

The legally binding agreement between the Client and the Supplier comprising:

a) the accepted Quotation;

b) these Commercial Terms & Conditions;

c) any agreed specification, schedule or drawing;

d) any written variation agreed by both parties.

1.1.4 Quotation

The written proposal issued by the Supplier setting out the Goods, Services, pricing and other commercial details offered to the Client.

1.1.5 Project

The Goods and Services to be supplied by the Supplier under the Contract, together with any agreed variations.

1.1.6 Goods

All products supplied by the Supplier including, but not limited to:

• Christmas trees;

• decorations;

• lighting;

• tree stands;

• display equipment;

• fixings;

• supporting structures; and

• associated materials.

1.1.7 Services

All services supplied by the Supplier including, but not limited to:

• consultation;

• site surveys;

• project management;

• installation;

• decoration;

• maintenance;

• dismantling;

• removal;

• storage; and

• associated works.

1.1.8 Installation Date

The agreed date upon which installation of the Project is scheduled to commence.

1.1.9 Removal Date

The agreed date upon which dismantling or removal of the Project is scheduled to commence.

1.1.10 Practical Completion

The point at which the Supplier has substantially completed the agreed Services and the Project is ready for its intended use.

1.1.11 Date Confirmation Payment

The payment described in Clause 4.2 which reserves the Installation Date and enables the Supplier to commence procurement, planning and resource allocation.

1.1.12 Final Payment

The balance of the Contract value payable in accordance with Clause 4.

1.1.13 Bespoke Products

Goods specifically ordered, manufactured, fabricated, customised, branded or otherwise procured solely for the Client and which cannot reasonably be reused or resold by the Supplier.

1.1.14 Multi-Year Agreement

A written agreement under which fixed pricing is offered in return for the Client's commitment to purchase substantially the same Project over an agreed number of consecutive Christmas seasons.

1.1.15 Working Day

Any day other than a Saturday, Sunday or public holiday in England and Wales.

 

---

 

1.2 Interpretation

1.2.1

Unless the context otherwise requires:

a) words importing the singular include the plural and vice versa;

b) words importing one gender include all genders;

c) references to legislation include any amendment, consolidation or replacement of that legislation;

d) references to clauses are references to clauses within these Commercial Terms & Conditions.

1.2.2

Clause headings are included for ease of reference only and shall not affect the interpretation of these Commercial Terms & Conditions.

 

---

 

1.3 Application of these Commercial Terms & Conditions

1.3.1

These Commercial Terms & Conditions apply to every Quotation issued by the Supplier unless expressly agreed otherwise in writing.

1.3.2

These Commercial Terms & Conditions shall prevail over any terms proposed by the Client unless expressly accepted in writing by the Supplier.

1.3.3

Acceptance of a Quotation constitutes acceptance of these Commercial Terms & Conditions in full.

 

---

 

1.4 Order of Precedence

1.4.1

Where any inconsistency exists between documents forming the Contract, the following order of precedence shall apply:

a) any written amendment expressly agreed by both parties;

b) the accepted Quotation and any agreed project specification, but only where they expressly vary these Commercial Terms & Conditions;

c) these Commercial Terms & Conditions.

1.4.2

Except where expressly varied in writing, these Commercial Terms & Conditions shall apply in full.

SECTION 2 - CONTRACT FORMATION

2.1 Application

2.1.1

The Supplier may issue a Quotation in response to an enquiry, tender, request for quotation or other request from the Client.

2.1.2

Each Quotation is subject to these Commercial Terms & Conditions unless expressly stated otherwise in writing.

2.1.3

No Contract shall exist until the Quotation has been accepted by the Client in accordance with Clause 2.2.

 

---

 

2.2 Acceptance of the Quotation

2.2.1

A legally binding Contract is formed when the Client accepts the Quotation.

2.2.2

Acceptance may be communicated by:

• signing and returning the Quotation;

• email;

• issuing a purchase order;

• written confirmation; or

• any other written communication clearly indicating acceptance of the Quotation.

2.2.3

The Supplier may accept or reject any purchase order that differs from the accepted Quotation.

2.2.4

Acceptance of the Quotation constitutes acceptance of these Commercial Terms & Conditions in full.

 

---

 

2.3 Authority to Contract

2.3.1

The Client warrants that the person accepting the Quotation has the authority to enter into the Contract on behalf of the Client.

2.3.2

The Supplier shall not be responsible for any dispute arising from a lack of authority within the Client's organisation.

 

---

 

2.4 Project Commencement

2.4.1

Following acceptance of the Quotation, the Supplier may commence such activities as are reasonably necessary to deliver the Project, including:

• project planning;

• scheduling;

• procurement;

• ordering Goods;

• allocating labour and installation resources;

• preparing project documentation;

• carrying out site surveys where required; and

• communicating with the Client regarding delivery of the Project.

2.4.2

The Supplier shall issue the relevant invoice(s) following acceptance of the Quotation.

2.4.3

Commencement of project planning or procurement shall not oblige the Supplier to reserve an Installation Date until the Date Confirmation Payment has been received in accordance with Clause 4.

 

---

 

2.5 Authorised Representative

2.5.1

The Client shall nominate one authorised representative to act as the Supplier's principal point of contact throughout the Project.

2.5.2

The authorised representative shall have authority to:

• provide instructions relating to the Project;

• approve variations;

• coordinate internal approvals and feedback;

• receive project communications;

• accept Practical Completion on behalf of the Client.

2.5.3

The Supplier shall be entitled to rely upon instructions received from the authorised representative unless notified otherwise in writing.

2.5.4

The Client shall notify the Supplier promptly of any change to its authorised representative.

 

---

 

2.6 Client Information

2.6.1

The Client shall ensure that all information supplied to the Supplier is complete, accurate and kept up to date throughout the duration of the Contract.

2.6.2

The Supplier shall be entitled to rely upon information provided by the Client when preparing the Quotation and delivering the Project.

2.6.3

Where inaccurate, incomplete or misleading information supplied by the Client results in additional cost, delay or changes to the Project, the Supplier shall be entitled to recover any reasonable additional costs incurred.

 

---

 

2.7 Good Faith & Cooperation

2.7.1

The Supplier and the Client acknowledge that successful delivery of the Project depends upon timely communication and cooperation.

2.7.2

Each party shall use reasonable endeavours to:

• respond promptly to reasonable requests for information;

• notify the other party of any matter likely to affect the Project;

• cooperate in resolving operational issues; and

• avoid unnecessary delay to the delivery of the Project.

2.7.3

Neither party shall unreasonably delay or withhold information necessary for the delivery of the Project.

SECTION 3 - QUOTATIONS

3.1 Quotation Validity

3.1.1

Unless otherwise stated in writing, all Quotations issued by the Supplier remain valid for thirty (30) days from the date of issue.

3.1.2

Following expiry of the validity period, the Supplier may revise pricing, product availability, specifications and Installation Dates.

 

---

 

3.2 Basis of the Quotation

3.2.1

Quotations are prepared using information provided by the Client together with any information obtained during site surveys or inspections undertaken by the Supplier.

3.2.2

The Quotation is based upon the information available at the time it is prepared and the assumptions set out within the Quotation and these Commercial Terms & Conditions.

3.2.3

Unless expressly stated otherwise, the Quotation assumes:

• unrestricted access to the Site during normal working hours;

• suitable vehicle access for the Supplier's personnel and equipment;

• suitable electrical supplies where required;

• no undisclosed restrictions affecting delivery or installation; and

• that all information supplied by the Client is complete and accurate.

 

---

 

3.3 Installation Dates

3.3.1

Preferred Installation Dates are allocated on a first-come, first-served basis.

3.3.2

An Installation Date shall only be reserved once the Date Confirmation Payment has been received by the Supplier as cleared funds.

3.3.3

Until the Date Confirmation Payment has been received, any proposed Installation Date remains provisional and may be allocated to another Client.

3.3.4

Whilst the Supplier will use reasonable endeavours to meet the agreed Installation Date, all dates are estimates and remain subject to operational requirements and circumstances beyond the Supplier's reasonable control.

 

---

 

3.4 Changes to the Quotation

3.4.1

The Client may request amendments to the Project following acceptance of the Quotation.

3.4.2

Any requested amendment may result in changes to the Contract value, Project scope, programme or Installation Date.

3.4.3

No variation shall be binding unless confirmed by the Supplier in writing.

 

---

 

3.5 Errors or Omissions

3.5.1

If information supplied by the Client is subsequently found to be inaccurate, incomplete or misleading, the Supplier may revise the Quotation accordingly.

3.5.2

Where such information results in additional labour, materials, equipment, transport or project management, the Supplier shall be entitled to recover the reasonable additional costs incurred.

 

---

 

3.6 Withdrawal of a Quotation

3.6.1

The Supplier may withdraw or amend any Quotation at any time prior to its acceptance.

3.6.2

Once a Quotation has been accepted, any subsequent changes shall be dealt with in accordance with these Commercial Terms & Conditions.

SECTION 4 - COMMERCIAL TERMS & PAYMENT

4.1 Prices

4.1.1

Unless expressly stated otherwise, all prices quoted by the Supplier are exclusive of Value Added Tax (VAT), which shall be charged at the prevailing rate.

4.1.2

The Contract value shall be as set out in the accepted Quotation, together with the value of any agreed variations.

 

---

 

4.2 Date Confirmation Payment

4.2.1 Purpose

The Date Confirmation Payment secures the Client's preferred Installation Date and enables the Supplier to commence project planning, reserve stock, allocate labour and installation resources, and procure materials required for the Project.

4.2.2 Amount

The Date Confirmation Payment shall be fifty per cent (50%) of the total Contract value unless otherwise agreed in writing.

4.2.3 Due Date

The Date Confirmation Payment shall be received by the Supplier within thirty (30) days of acceptance of the Quotation.

4.2.4 Reservation of Installation Date

The Supplier shall reserve the agreed Installation Date only upon receipt of the Date Confirmation Payment as cleared funds.

Until cleared funds have been received, any proposed Installation Date shall remain provisional and may be allocated to another Client.

 

---

 

4.3 Final Payment

4.3.1 Standard Payment Terms

The remaining fifty per cent (50%) of the Contract value ("Final Payment") shall be received by the Supplier as cleared funds no later than thirty (30) days before the Installation Date.

4.3.2 Short Lead-Time Projects

Where the Quotation is accepted within thirty (30) days of the Installation Date, the full Contract value shall become payable immediately upon receipt of the invoice.

4.3.3 Condition of Installation

The Supplier shall not be obliged to commence installation until all sums due under the Contract have been received as cleared funds unless otherwise agreed in writing.

 

---

 

4.4 Payment Method

4.4.1

Payment shall be made by BACS bank transfer only to the following account:

Bank: Lloyds Bank

Account Name: Bushbay Ltd

Sort Code: 30-65-41

Account Number: 40984268

Payment Reference: Invoice Number

4.4.2

The Supplier does not accept payment by credit or debit card for Civics Projects unless expressly agreed in writing.

 

---

 

4.5 Cleared Funds

4.5.1

All payment deadlines refer to the date on which cleared funds are received into the Supplier's nominated bank account.

4.5.2

The Client shall allow sufficient time for electronic payments to clear before the applicable payment deadline.

4.5.3

Proof of payment, remittance advice or confirmation that payment has been instructed shall not constitute payment unless and until cleared funds have been received by the Supplier.

 

---

 

4.6 Early Payment Discounts

4.6.1 Eligibility

Where the Supplier has offered an Early Payment Discount, the discounted Contract value shall apply only where the full discounted amount is received by the Supplier as cleared funds on or before the published expiry date.

4.6.2 Failure to Meet the Deadline

Where cleared funds are not received by the published expiry date, the Early Payment Discount shall automatically lapse without notice.

4.6.3 Revised Contract Value

Upon expiry of the Early Payment Discount, the Client shall become liable for the full undiscounted Contract value.

 

---

 

4.7 Purchase Orders & Internal Approvals

4.7.1

Where the Client operates a purchase order, procurement or internal approval process, it shall remain the Client's responsibility to ensure that all approvals are obtained in sufficient time to meet the payment dates set out in these Commercial Terms & Conditions.

4.7.2

The absence of a purchase order, internal approval or other administrative requirement shall not delay or alter the payment obligations under the Contract unless expressly agreed by the Supplier in writing.

 

---

 

4.8 Late Payment

4.8.1

If payment is not received by the applicable due date, the Supplier may:

a) suspend project planning;

b) postpone the Installation Date;

c) withhold delivery of Goods or Services;

d) suspend or terminate the Contract; and/or

e) recover any additional costs reasonably incurred as a result of the delay.

4.8.2

Any revised Installation Date shall be subject to operational availability and cannot be guaranteed.

 

---

 

4.9 Interest & Recovery Costs

4.9.1

The Supplier may charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time.

4.9.2

The Client shall reimburse the Supplier for all reasonable costs incurred in recovering overdue sums, including statutory compensation, debt recovery costs and legal fees where recoverable by law.

 

---

 

4.10 No Set-Off

4.10.1

The Client shall pay all sums due under the Contract in full without deduction, withholding, counterclaim or set-off unless required by law or agreed by the Supplier in writing.

 

---

 

4.11 Payment Queries

4.11.1

Any query relating to an invoice shall be raised with the Supplier as soon as reasonably practicable and, where possible, before the relevant payment due date.

4.11.2

A query relating to part of an invoice shall not entitle the Client to withhold payment of any undisputed amount.

SECTION 5 - MULTI-YEAR AGREEMENTS

5.1 Purpose

5.1.1

The Supplier may, at its discretion, offer a Multi-Year Agreement to the Client.

5.1.2

A Multi-Year Agreement provides fixed pricing for an agreed period in return for the Client's commitment to purchase the agreed Project for each consecutive Christmas season covered by the agreement.

5.1.3

Unless otherwise agreed in writing, a Multi-Year Agreement shall apply for a period of three (3) to five (5) consecutive Christmas seasons.

 

---

 

5.2 Fixed Pricing

5.2.1

Subject to these Commercial Terms & Conditions, the Supplier shall honour the agreed pricing for the duration of the Multi-Year Agreement.

5.2.2

Fixed pricing applies only to the Goods and Services detailed within the agreed specification.

5.2.3

Any changes to the agreed specification, quantities, installation requirements, location or scope of the Project may result in revised pricing.

5.2.4

Nothing within this Clause shall prevent adjustments resulting from changes in the rate of VAT or other taxes imposed by law.

 

---

 

5.3 Annual Order Confirmation

5.3.1

The Client shall confirm each annual order no later than 31 July in the relevant Contract year unless otherwise agreed in writing.

5.3.2

Confirmation shall include any agreed amendments to the Project specification for that season.

5.3.3

Failure to confirm by the required date may affect product availability, preferred Installation Dates and operational planning.

 

---

 

5.4 Annual Payment Terms

5.4.1

Each annual order placed under a Multi-Year Agreement shall be treated as a separate annual Contract for invoicing purposes.

5.4.2

The payment terms set out in Section 4 shall apply to every annual order placed under the Multi-Year Agreement.

5.4.3

The Client shall pay:

a) the Date Confirmation Payment in accordance with Clause 4.2; and

b) the Final Payment in accordance with Clause 4.3.

 

---

 

5.5 Changes to the Project

5.5.1

The Client may request reasonable amendments to the Project during the term of the Multi-Year Agreement.

5.5.2

The Supplier shall consider such requests in good faith but shall not be obliged to accept any amendment.

5.5.3

Where an amendment is agreed, the Supplier may revise the Contract value to reflect the revised scope of the Project.

 

---

 

5.6 Failure to Complete the Agreed Term

5.6.1

The pricing offered under a Multi-Year Agreement is conditional upon the Client completing the full agreed term.

5.6.2

If the Client:

a) fails to place an annual order during the agreed term;

b) terminates the Multi-Year Agreement early; or

c) otherwise fails to fulfil its commitment under the Multi-Year Agreement,

other than as a result of a material breach by the Supplier, the Supplier shall be entitled to recover the value of any discounts, preferential pricing or other commercial incentives previously granted under the Multi-Year Agreement.

5.6.3

Any sum due under Clause 5.6.2 shall become immediately payable upon written demand.

 

---

 

5.7 Exceptional Circumstances

5.7.1

Where exceptional circumstances beyond the reasonable control of both parties prevent the Project from proceeding, including but not limited to:

• mandatory government restrictions;

• closure of the installation location;

• civil emergency; or

• any other event making installation impossible,

the Supplier may, at its sole discretion, suspend the Multi-Year Agreement for that season.

5.7.2

Where Clause 5.7.1 applies, the Supplier may extend the Multi-Year Agreement by one (1) additional Christmas season.

5.7.3

Any extension granted under this Clause shall be entirely at the Supplier's discretion and shall not create a precedent or entitlement for future Contracts.

 

---

 

5.8 End of Term

5.8.1

Upon expiry of the Multi-Year Agreement, the Supplier may offer the Client a renewal on such terms and pricing as the Supplier considers appropriate.

5.8.2

Nothing within the Multi-Year Agreement shall oblige either party to enter into a further agreement following expiry of the agreed term.

SECTION 6 - VARIATIONS & ADDITIONAL WORKS

6.1 Variations to the Project

6.1.1

The Client may request changes to the Project at any time before or during delivery of the Services.

6.1.2

No requested variation shall be binding unless agreed by the Supplier in writing.

6.1.3

The Supplier shall advise the Client of any resulting changes to the Contract value, programme, Installation Date or other aspects of the Project before the variation is implemented, where reasonably practicable.

 

---

 

6.2 Revised Pricing

6.2.1

Where a variation results in additional labour, materials, transport, equipment, project management or subcontractor costs, the Supplier shall be entitled to revise the Contract value accordingly.

6.2.2

Any agreed variation shall form part of the Contract.

 

---

 

6.3 Bespoke Products

6.3.1

Where the Supplier has specifically ordered, manufactured, fabricated, customised, branded or otherwise procured Bespoke Products solely for the Client's Project, the Client shall remain responsible for the full cost of those items.

6.3.2

This obligation shall apply regardless of whether the Project is subsequently amended, postponed or cancelled.

 

---

 

6.4 Additional Chargeable Services

6.4.1

Unless expressly included within the accepted Quotation, the Supplier may charge for additional Goods or Services requested by the Client or made necessary by circumstances outside the Supplier's reasonable control.

6.4.2

Additional charges may include, but are not limited to:

• additional site visits;

• waiting time;

• abortive visits;

• additional installation or removal visits;

• additional labour;

• additional project management;

• crane hire;

• MEWP or cherry picker hire;

• traffic management;

• road closures;

• crowd management;

• parking charges;

• congestion charges;

• overnight working;

• out-of-hours working;

• storage;

• emergency call-outs;

• replacement decorations;

• replacement lighting;

• replacement or repair of Supplier equipment;

• disposal of Client-owned items; and

• any additional costs reasonably incurred in delivering the Project.

 

---

 

6.5 Waiting Time & Abortive Visits

6.5.1

The Client shall ensure that the Site is ready for the Supplier to commence work at the agreed time.

6.5.2

Where the Supplier is unable to commence or continue the Services due to circumstances beyond its reasonable control, including where access is unavailable or the Client is not ready, the Supplier may charge for waiting time and any additional costs reasonably incurred.

6.5.3

Where the Supplier is required to leave the Site and return at a later date due to circumstances outside its reasonable control, the additional visit may be treated as an abortive visit and charged accordingly.

 

---

 

6.6 Parking, Access & Site Costs

6.6.1

The Client shall provide suitable access and, where reasonably practicable, suitable parking for the Supplier's vehicles and equipment.

6.6.2

Unless expressly included within the Quotation, the Client shall be responsible for reimbursing any reasonable parking charges, congestion charges, tolls, permits or similar costs incurred in connection with the Project.

 

---

 

6.7 Client Delays

6.7.1

Where delays are caused by the Client, its representatives, contractors or any third party under the Client's control, the Supplier shall be entitled to recover any reasonable additional costs arising from those delays.

6.7.2

Such costs may include additional labour, travel, equipment hire, accommodation, project management and rescheduling costs.

 

---

 

6.8 Approval of Additional Costs

6.8.1

Where reasonably practicable, the Supplier shall notify the Client before undertaking additional chargeable work.

6.8.2

Where immediate action is reasonably necessary to protect persons, property, the Project or the Supplier's equipment, the Supplier may proceed without prior approval and shall notify the Client as soon as reasonably practicable thereafter.

 

---

 

6.9 Procurement & Compliance Requirements

6.9.1

Where the Client requests the Supplier to complete supplier onboarding documentation, tender questionnaires, compliance forms, sustainability questionnaires or similar administrative requirements that fall outside the scope reasonably anticipated when preparing the Quotation, the Supplier may charge a reasonable administration fee.

6.9.2

The Supplier shall notify the Client of any such fee before undertaking the additional work, where reasonably practicable.

SECTION 7 - DELIVERY & INSTALLATION

7.1 Delivery of the Project

7.1.1

The Supplier shall use reasonable endeavours to deliver and install the Project on the agreed Installation Date.

7.1.2

The Supplier shall keep the Client reasonably informed of any material delay affecting the Installation Date.

7.1.3

All Installation Dates are estimates and may be amended where reasonably necessary in accordance with these Commercial Terms & Conditions.

 

---

 

7.2 Delays Beyond the Supplier's Control

7.2.1

The Supplier shall not be liable for delays resulting from circumstances beyond its reasonable control, including but not limited to:

• adverse weather conditions;

• road closures or traffic disruption;

• accidents affecting transport routes;

• utility failures;

• supplier delays;

• civil unrest;

• government restrictions;

• acts or omissions of third parties; or

• any Force Majeure Event.

7.2.2

Where reasonably practicable, the Supplier shall agree a revised Installation Date with the Client.

 

---

 

7.3 Health & Safety

7.3.1

The Supplier shall carry out the Services in accordance with all applicable health and safety legislation and industry best practice.

7.3.2

The Supplier may suspend or postpone the Services where it reasonably believes that continuing the Project would present a risk to:

• the public;

• the Client;

• the Supplier's personnel;

• the Site; or

• property.

7.3.3

The Supplier's decision regarding the safety of the working environment shall be final.

 

---

 

7.4 Site Access

7.4.1

The Client shall ensure that safe and unrestricted access to the Site is available at the agreed time.

7.4.2

Where keys, access codes, permits, security clearance or escorts are required, the Client shall ensure they are available before the Supplier arrives on Site.

7.4.3

If the Supplier is unable to access the Site due to circumstances outside its reasonable control, any resulting delay or additional costs may be charged in accordance with Section 6.

 

---

 

7.5 Client Attendance

7.5.1

The Client shall ensure that an authorised representative is available at the Site during installation where reasonably required.

7.5.2

The authorised representative shall have authority to provide instructions, answer operational queries and accept Practical Completion on behalf of the Client.

 

---

 

7.6 Site Readiness

7.6.1

Before the Installation Date, the Client shall ensure that:

• the installation area is clear and accessible;

• any agreed tree pit or installation location is prepared;

• suitable power supplies are available where required;

• any permissions required from landlords, managing agents or other third parties have been obtained;

• any Site-specific requirements previously notified to the Supplier have been addressed.

7.6.2

Where the Site is not ready for installation upon the Supplier's arrival, any additional costs reasonably incurred may be charged in accordance with Section 6.

 

---

 

7.7 Utilities & Power

7.7.1

Where electrical power is required, the Client shall provide a safe, suitable and adequately protected electrical supply.

7.7.2

The Supplier shall not be responsible for delays or defects resulting from inadequate electrical supplies provided by the Client or third parties.

 

---

 

7.8 Installation Conditions

7.8.1

The Supplier may make reasonable adjustments to the method of installation where required to accommodate Site conditions, health and safety requirements or operational considerations.

7.8.2

Such adjustments shall not materially affect the overall quality or intended appearance of the Project.

 

---

 

7.9 Practical Completion

7.9.1

The Supplier shall notify the Client when the Project has reached Practical Completion.

7.9.2

The Client shall inspect the completed Project as soon as reasonably practicable.

7.9.3

Any concerns regarding the completed Project should be reported to the Supplier promptly to allow the Supplier a reasonable opportunity to investigate and, where appropriate, rectify the issue.

 

---

 

7.10 Removal Services

7.10.1

Where removal of the Project forms part of the Contract, the Supplier shall carry out removal on the agreed Removal Date or within the agreed removal period.

7.10.2

The Client shall ensure that the Site is accessible for removal in the same manner as required for installation.

7.10.3

Where removal is delayed due to circumstances beyond the Supplier's reasonable control, the Supplier shall arrange a revised Removal Date as soon as reasonably practicable.

 

---

 

7.11 Supplier Equipment

7.11.1

Any equipment supplied by the Supplier for temporary use in connection with the Project shall remain the property of the Supplier unless expressly stated otherwise in writing.

7.11.2

The Client shall take reasonable care of any Supplier-owned equipment remaining on Site and shall not remove, alter or interfere with such equipment without the Supplier's prior written consent.

7.11.3

The Client shall be responsible for the reasonable cost of repairing or replacing Supplier-owned equipment damaged through misuse, negligence or unauthorised interference by the Client or any third party under the Client's control.

SECTION 8 - CLIENT RESPONSIBILITIES

8.1 Site Information

8.1.1

The Client shall provide the Supplier with all information reasonably required to enable the Project to be planned and delivered safely and efficiently.

8.1.2

The Client shall ensure that all information supplied is complete, accurate and up to date.

8.1.3

The Client shall notify the Supplier promptly of any changes that may affect the Project, including but not limited to:

• Site access arrangements;

• installation location;

• tree pit dimensions;

• vehicle restrictions;

• weight or height restrictions;

• security procedures;

• road closures;

• parking restrictions;

• construction works;

• changes to Site contacts; or

• any other matter likely to affect delivery of the Project.

 

---

 

8.2 Site Access

8.2.1

The Client shall ensure that the Supplier has safe and unrestricted access to the Site at the agreed times.

8.2.2

Where access is controlled by security personnel, building management or third parties, the Client shall ensure that all necessary arrangements have been made before the Supplier's arrival.

8.2.3

If the Supplier is unable to gain access to the Site, any additional costs reasonably incurred may be charged in accordance with Section 6.

 

---

 

8.3 Site Readiness

8.3.1

The Client shall ensure that the Site is ready for installation on the agreed Installation Date.

8.3.2

The Client shall ensure that:

• the installation area is clear of obstructions;

• sufficient working space is available;

• agreed foundations or tree pits have been prepared;

• suitable power supplies are available where required; and

• any necessary permissions have been obtained.

8.3.3

The Supplier shall not be responsible for delays caused by the Site not being ready for installation.

 

---

 

8.4 Utilities & Power

8.4.1

Where electrical supplies are required, the Client shall provide safe, suitable and adequately protected electrical supplies that comply with all applicable legislation and regulations.

8.4.2

The Supplier shall not be responsible for failures arising from inadequate electrical supplies provided by the Client or third parties.

 

---

 

8.5 Customer-Supplied Goods

8.5.1

Where the Client supplies any Goods for incorporation into the Project, including decorations, lighting, tree stands or electrical equipment, the Client warrants that such Goods are:

• fit for their intended purpose;

• safe to use;

• compliant with all applicable legislation; and

• suitable for the Project.

8.5.2

The Supplier shall not be responsible for defects, failures or delays arising from Client-supplied Goods.

8.5.3

Where Client-supplied Goods are unavailable on the Installation Date, the Supplier may postpone the relevant works or complete the Project at a later date, and any additional costs reasonably incurred may be charged.

 

---

 

8.6 Decoration Selection

8.6.1

Where the Client is responsible for selecting decorative themes, colours or specifications, such information shall be provided by the date requested by the Supplier.

8.6.2

Where no decoration specification has been received by the agreed date, the Supplier may install a standard festive colour scheme using red and gold decorations unless otherwise agreed in writing.

 

---

 

8.7 Client Decisions

8.7.1

The Client shall ensure that decisions, approvals and instructions are provided within reasonable timescales to enable the Supplier to deliver the Project efficiently.

8.7.2

The Supplier shall not be responsible for delays arising from late instructions, conflicting instructions or a failure by the Client to make timely decisions.

 

---

 

8.8 Third Parties

8.8.1

The Client shall coordinate the activities of any third parties engaged by the Client where their activities may affect the Project.

8.8.2

The Supplier shall not be responsible for delays or additional costs arising from the acts or omissions of contractors, suppliers or other third parties appointed by the Client.

 

---

 

8.9 Care of the Project

8.9.1

Following Practical Completion, the Client shall take reasonable care of the Project until its removal by the Supplier or until ownership transfers in accordance with these Commercial Terms & Conditions.

8.9.2

The Client shall not relocate, dismantle, modify or interfere with any part of the Project or any Supplier-owned equipment without the Supplier's prior written consent.

8.9.3

The Client shall notify the Supplier as soon as reasonably practicable if any damage occurs to the Project.

 

---

 

8.10 Procurement & Compliance Requirements

8.10.1

The Client shall provide any procurement, supplier onboarding or compliance documentation reasonably required before the Installation Date.

8.10.2

Where the Client requires the Supplier to complete additional supplier questionnaires, compliance documentation, sustainability questionnaires, anti-slavery statements, modern slavery declarations, living wage documentation or similar administrative requirements beyond those reasonably anticipated when preparing the Quotation, the Supplier may charge a reasonable administration fee in accordance with Clause 6.9.

 

---

 

8.11 Communication

8.11.1

The Client shall use reasonable endeavours to respond promptly to requests for information made by the Supplier.

8.11.2

The Client shall notify the Supplier without undue delay of any matter that may affect the delivery, installation or removal of the Project.

8.11.3

The Supplier shall be entitled to rely upon instructions received from the Client's authorised representative throughout the duration of the Project.

SECTION 9 - PRODUCTS & EQUIPMENT

9.1 Natural Products

9.1.1

The Client acknowledges that real Christmas trees, wreaths and other natural foliage are living products.

9.1.2

Natural variations in shape, size, colour, fullness, branch formation and needle retention are inherent characteristics of living trees and foliage and shall not constitute defects.

9.1.3

Whilst the Supplier takes every reasonable step to source premium quality products, no two natural products are identical.

 

---

 

9.2 Product Availability

9.2.1

All Goods are offered subject to availability.

9.2.2

Where availability is affected by crop quality, weather conditions, harvesting, transportation, import restrictions or other circumstances beyond the Supplier's reasonable control, the Supplier may substitute an equivalent product of comparable quality and appearance.

9.2.3

The Supplier shall consult the Client before making any material substitution wherever reasonably practicable.

 

---

 

9.3 Care of Natural Products

9.3.1

Following Practical Completion, the Client shall be responsible for the ongoing care of any purchased trees or foliage unless otherwise agreed in writing.

9.3.2

The Supplier shall provide reasonable aftercare guidance where appropriate.

9.3.3

The Supplier shall not be responsible for deterioration resulting from:

• inadequate watering;

• excessive heat;

• unsuitable environmental conditions;

• vandalism;

• accidental damage;

• interference by third parties; or

• failure to follow the Supplier's care guidance.

 

---

 

9.4 Decorations & Lighting

9.4.1

Where decorations or lighting are supplied by the Supplier, reasonable variations in shade, finish or design may occur between seasons due to product availability or manufacturer changes.

9.4.2

Where decorations or lighting are supplied by the Client, the Supplier shall exercise reasonable care during installation but accepts no responsibility for:

• fair wear and tear;

• deterioration due to age;

• latent defects;

• manufacturing defects; or

• failure of Client-owned equipment.

 

---

 

9.5 Supplier Equipment

9.5.1

Unless expressly stated otherwise, all tree stands, anchoring systems, support equipment, installation equipment and any other equipment supplied on a temporary basis shall remain the property of the Supplier.

9.5.2

The Client shall not remove, alter, dismantle or interfere with any Supplier-owned equipment without the Supplier's prior written consent.

9.5.3

The Client shall take reasonable care of Supplier-owned equipment whilst it remains on Site.

9.5.4

The Client shall be responsible for the reasonable cost of repairing or replacing Supplier-owned equipment damaged through misuse, negligence, vandalism by persons under the Client's control, or unauthorised interference.

 

---

 

9.6 Damage to the Project

9.6.1

The Supplier shall not be responsible for damage occurring after Practical Completion arising from:

• vandalism;

• theft;

• severe weather;

• accidental impact;

• interference by third parties;

• failure of Site services;

• inadequate maintenance; or

• any act or omission of the Client.

9.6.2

Where requested by the Client, the Supplier may, subject to availability, attend the Site to repair or replace damaged Goods.

9.6.3

Unless covered by a separate maintenance agreement or where the Supplier is legally responsible, such work shall be chargeable.

 

---

 

9.7 Removal of Supplier Equipment

9.7.1

Where the Contract includes removal services, the Supplier shall remove its own equipment during the agreed removal visit.

9.7.2

The Client shall ensure that Supplier-owned equipment remains accessible for removal.

9.7.3

Where Supplier-owned equipment cannot be recovered due to actions or omissions of the Client, the Supplier may charge the reasonable cost of replacement together with any additional labour or transport costs incurred.

 

---

 

9.8 Ownership of Goods

9.8.1

Ownership of purchased Goods shall pass to the Client only after the Supplier has received payment in full of all sums due under the Contract.

9.8.2

Risk in purchased Goods shall pass to the Client upon Practical Completion.

9.8.3

Goods supplied on a hire or rental basis shall remain the property of the Supplier at all times.

 

---

 

9.9 Sustainability

9.9.1

The Supplier is committed to responsible sourcing and sustainable business practices.

9.9.2

Where reasonably practicable, the Supplier shall source products from responsibly managed suppliers and seek to minimise waste throughout the delivery of the Project.

9.9.3

Nothing in this Clause shall oblige the Supplier to source a specific product or supplier where this would materially affect availability, quality or the successful delivery of the Project.

SECTION 10 - COMPLETION & AFTERCARE

10.1 Practical Completion

10.1.1

The Supplier shall notify the Client when the Project has reached Practical Completion.

10.1.2

Practical Completion shall be deemed to have occurred when the Supplier has substantially completed the Services in accordance with the Contract, notwithstanding the existence of any minor defects or omissions that do not materially affect the intended use or appearance of the Project.

 

---

 

10.2 Inspection & Acceptance

10.2.1

The Client shall inspect the Project as soon as reasonably practicable following Practical Completion.

10.2.2

Any defects, damage or concerns that are reasonably apparent upon inspection shall be notified to the Supplier within twenty-four (24) hours of Practical Completion.

10.2.3

Where no such notification is received within twenty-four (24) hours, the Project shall be deemed to have been accepted by the Client, without prejudice to the Client's rights in respect of any latent defects that could not reasonably have been identified during the initial inspection.

 

---

 

10.3 Rectification

10.3.1

Where the Client notifies the Supplier of a genuine defect or omission, the Supplier shall be given a reasonable opportunity to inspect and, where appropriate, rectify the issue.

10.3.2

The Client shall not instruct another contractor to carry out remedial work without first giving the Supplier a reasonable opportunity to inspect and remedy the issue.

10.3.3

The Supplier shall not be liable for the cost of remedial works undertaken by third parties without the Supplier's prior written agreement.

 

---

 

10.4 Aftercare

10.4.1

Following Practical Completion, responsibility for the routine care of any purchased trees, wreaths or natural foliage shall pass to the Client unless otherwise agreed in writing.

10.4.2

The Supplier shall provide reasonable aftercare guidance where appropriate.

10.4.3

The Supplier shall not be responsible for deterioration resulting from:

• inadequate watering;

• excessive heat;

• unsuitable environmental conditions;

• failure to follow the Supplier's aftercare guidance;

• vandalism;

• accidental damage; or

• interference by third parties.

 

---

 

10.5 Maintenance Services

10.5.1

Any maintenance visits or call-outs requested after Practical Completion shall be chargeable unless:

a) included within the accepted Quotation;

b) covered by a separate maintenance agreement; or

c) required as a result of the Supplier's failure to perform the Services with reasonable care and skill.

10.5.2

The Supplier shall endeavour to respond to maintenance requests as soon as reasonably practicable, subject to operational availability.

 

---

 

10.6 Emergency Call-Outs

10.6.1

Where the Client requests an emergency attendance outside the agreed scope of the Contract, the Supplier may provide such attendance subject to operational availability.

10.6.2

Unless the emergency arises from the Supplier's failure to perform the Services with reasonable care and skill, emergency call-outs shall be chargeable.

 

---

 

10.7 Removal of the Project

10.7.1

Where removal of the Project forms part of the Contract, the Supplier shall attend the Site on the agreed Removal Date or within the agreed removal period.

10.7.2

The Client shall ensure that the Project is accessible and that any Supplier-owned equipment can be safely removed.

10.7.3

Where removal cannot be completed due to circumstances outside the Supplier's reasonable control, the Supplier shall arrange a revised Removal Date as soon as reasonably practicable.

10.7.4

Where the Supplier is unable to complete the removal due to circumstances attributable to the Client, any additional visits or costs reasonably incurred may be charged in accordance with Section 6.

 

---

 

10.8 Customer Feedback

10.8.1

The Supplier may invite the Client to provide feedback regarding the Project following Practical Completion or removal.

10.8.2

Any feedback provided may be used by the Supplier to improve its products and services.

10.8.3

The Supplier may request permission to use testimonials or case studies for marketing purposes, subject to Section 13 of these Commercial Terms & Conditions.

SECTION 11 - CANCELLATION & RESCHEDULING

11.1 Right to Cancel

11.1.1

Once a Quotation has been accepted, a legally binding Contract is formed between the Client and the Supplier.

11.1.2

The cancellation rights set out in this Section apply unless otherwise agreed in writing.

11.1.3

Cancellation requests must be submitted in writing and shall only take effect when acknowledged by the Supplier.

 

---

 

11.2 Contracts Accepted on or After 01 Jul 2026

11.2.1 Cooling-Off Period

Where the Contract is entered into more than thirty (30) days before the Installation Date, the Client may cancel the Contract within seven (7) calendar days of accepting the Quotation.

11.2.2 Date Confirmation Payment

The Date Confirmation Payment is non-refundable once received, as it secures the Installation Date and enables the Supplier to commence project planning, allocate operational resources, reserve stock and procure materials for the Project.

11.2.3 Contracts Accepted Within Thirty (30) Days of Installation

Where the Contract is entered into within thirty (30) days of the Installation Date:

a) no cooling-off period shall apply;

b) the full Contract value shall become immediately payable upon receipt of invoice; and

c) the full Contract value shall remain payable in the event of cancellation.

 

---

 

11.3 Cancellation Charges

11.3.1

Following expiry of the cooling-off period, or immediately for Contracts accepted within thirty (30) days of the Installation Date, the following cancellation charges shall apply:

11.3.2

The cancellation charges reflect the Supplier's commitment of installation capacity, procurement of stock, allocation of labour, project planning and other operational costs incurred in preparing the Project.

 

---

 

11.4 Bespoke Products

11.4.1

Where the Supplier has specifically ordered, manufactured, fabricated, customised or otherwise procured Bespoke Products solely for the Client's Project, the Client shall remain liable for the full cost of those Bespoke Products irrespective of the date of cancellation.

11.4.2

The Supplier may invoice the Client separately for Bespoke Products where appropriate.

 

---

 

11.5 Rescheduling

11.5.1

The Supplier will use reasonable endeavours to accommodate requests to change the Installation Date.

11.5.2

Rescheduling requests are subject to operational availability and cannot be guaranteed.

11.5.3

Where rescheduling results in additional costs, including additional labour, transport, equipment hire, storage or project management, the Supplier may recover such reasonable additional costs from the Client.

11.5.4

Where the Supplier is unable to accommodate the requested revised Installation Date, the request may be treated as a cancellation under this Section.

 

---

 

11.6 Contracts Accepted Before 01 Jul 2026

11.6.1

Contracts accepted on or before 30 Jun 2026 shall continue to be governed by the cancellation provisions in force at the time the relevant Quotation was accepted.

11.6.2

For the avoidance of doubt, the previous cancellation provisions were:

 

---

 

11.7 Effect of Cancellation

11.7.1

Cancellation shall not affect any rights or obligations accrued by either party before the date of cancellation.

11.7.2

Any cancellation charges, outstanding invoices or other sums due under the Contract shall remain immediately payable in accordance with these Commercial Terms & Conditions.

11.7.3

Where cancellation results in the return of Supplier-owned Goods or equipment already delivered to the Site, the Supplier may recover any reasonable costs incurred in collecting, transporting or storing such items.

SECTION 12 - LIABILITY & INSURANCE

12.1 Standard of Care

12.1.1

The Supplier shall perform the Services with reasonable care and skill and in accordance with applicable legislation and recognised industry standards.

12.1.2

The Supplier shall take reasonable steps to protect the Client's property whilst carrying out the Services.

 

---

 

12.2 Insurance

12.2.1

The Supplier shall maintain appropriate insurance cover for the Services provided under the Contract, including Public Liability Insurance and Employers' Liability Insurance where required by law.

12.2.2

Evidence of the Supplier's insurance cover shall be made available upon reasonable request.

 

---

 

12.3 Client Property

12.3.1

The Supplier shall exercise reasonable care when working on the Client's property.

12.3.2

The Client shall notify the Supplier before commencement of the Services of any concealed hazards, fragile surfaces, underground services, restricted areas or other matters that may affect the safe delivery of the Project.

12.3.3

The Supplier shall not be responsible for damage arising from inaccurate or incomplete information provided by the Client.

 

---

 

12.4 Limitation of Liability

12.4.1

Nothing in these Commercial Terms & Conditions shall exclude or limit the Supplier's liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot lawfully be excluded or limited.

12.4.2

Subject to Clause 12.4.1, the Supplier's total liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Contract value actually paid by the Client.

 

---

 

12.5 Excluded Losses

12.5.1

Subject to Clause 12.4.1, the Supplier shall not be liable for any indirect or consequential loss, including but not limited to:

• loss of profit;

• loss of revenue;

• loss of business;

• loss of opportunity;

• loss of anticipated savings;

• loss of goodwill; or

• indirect financial loss.

 

---

 

12.6 Events Beyond the Supplier's Control

12.6.1

The Supplier shall not be liable for loss, damage or delay resulting from circumstances beyond its reasonable control, including but not limited to:

• severe weather;

• flooding;

• high winds;

• lightning;

• vandalism;

• theft;

• accidental damage by third parties;

• power failures;

• utility interruptions;

• acts or omissions of third parties; or

• any Force Majeure Event.

 

---

 

12.7 Client Acts or Omissions

12.7.1

The Supplier shall not be responsible for any loss, damage or additional cost arising from:

a) inaccurate information supplied by the Client;

b) failure by the Client to comply with these Commercial Terms & Conditions;

c) failure by the Client to follow reasonable aftercare guidance;

d) interference with the Project by the Client or third parties;

e) inadequate Site conditions or utilities provided by the Client.

 

---

 

12.8 Third-Party Damage

12.8.1

Following Practical Completion, the Supplier shall not be responsible for damage caused by:

• members of the public;

• contractors appointed by the Client;

• security personnel;

• vandals;

• vehicles;

• animals; or

• any other third party.

12.8.2

Where requested by the Client, the Supplier may attend the Site to repair such damage, subject to availability and at the Client's expense unless otherwise agreed in writing.

 

---

 

12.9 Unauthorised Alterations

12.9.1

The Client shall not alter, relocate, dismantle, modify or interfere with the Project or any Supplier-owned equipment without the Supplier's prior written consent.

12.9.2

The Supplier shall not be liable for any defect, loss or damage arising from unauthorised alterations or interference by the Client or any third party.

 

---

 

12.10 Duty to Mitigate

12.10.1

Both parties shall take reasonable steps to minimise any loss or damage arising from any breach of the Contract or any incident affecting the Project.

 

---

 

12.11 Notification of Claims

12.11.1

The Client shall notify the Supplier as soon as reasonably practicable after becoming aware of any matter that may give rise to a claim under the Contract.

12.11.2

The Supplier shall be given a reasonable opportunity to inspect the matter before any remedial works are undertaken by others.

12.11.3

The Supplier shall not be liable for the cost of remedial works carried out by third parties without the Supplier's prior written agreement, except where the Supplier has unreasonably failed to respond within a reasonable period.

 

---

 

12.12 Statutory Rights

12.12.1

Nothing in these Commercial Terms & Conditions shall affect any statutory rights that cannot lawfully be excluded or limited.

SECTION 13 - PHOTOGRAPHY & MARKETING

13.1 Photography

13.1.1

Unless otherwise agreed in writing, the Supplier may photograph or video the Project before, during and after installation.

13.1.2

Photographs and video may be taken for purposes including:

• project records;

• quality assurance;

• staff training;

• insurance;

• health and safety;

• marketing and promotional activities.

 

---

 

13.2 Marketing Use

13.2.1

Subject to Clause 13.3, the Supplier may use photographs or video of completed Projects in:

• brochures;

• websites;

• social media;

• advertising;

• presentations;

• award submissions;

• case studies; and

• other marketing materials.

13.2.2

The Supplier shall not imply that the Client endorses the Supplier unless the Client has provided its prior written consent.

 

---

 

13.3 Confidential Projects

13.3.1

Where the Client considers the Project or Site to be confidential, the Client shall notify the Supplier in writing before the Installation Date.

13.3.2

Where such notification has been received, the Supplier shall not publish photographs or video that identify the Client or the Site without the Client's prior written consent.

13.3.3

Nothing in this Clause shall prevent the Supplier from retaining photographs for internal quality assurance, insurance or legal purposes.

 

---

 

13.4 Client Intellectual Property

13.4.1

The Supplier acknowledges that any Client logos, branding or intellectual property appearing within photographs or video remain the property of the Client or the relevant rights holder.

13.4.2

Nothing in these Commercial Terms & Conditions transfers ownership of any intellectual property belonging to the Client.

 

---

 

13.5 Public Locations

13.5.1

Where the Project is installed in a public place, shopping centre, town centre, public square or other publicly accessible location, the Client acknowledges that members of the public may independently photograph or record the Project.

13.5.2

The Supplier shall not be responsible for photographs, recordings or publications created by third parties.

 

---

 

13.6 Testimonials

13.6.1

The Supplier may invite the Client to provide testimonials or feedback following completion of the Project.

13.6.2

The Supplier shall only attribute a testimonial to the Client where permission has been given.

13.6.3

The Client may withdraw permission for future use of a testimonial at any time by giving written notice to the Supplier. Such withdrawal shall not require the Supplier to recall or destroy printed material already produced before receipt of that notice.

SECTION 14 - CONFIDENTIALITY

14.1 Confidential Information

14.1.1

For the purposes of these Commercial Terms & Conditions, "Confidential Information" means any information disclosed by one party to the other that is not publicly available and relates to:

• business operations;

• commercial arrangements;

• pricing;

• quotations;

• specifications;

• technical information;

• security arrangements;

• customer information; or

• any other information identified as confidential or which ought reasonably to be regarded as confidential.

 

---

 

14.2 Confidentiality Obligations

14.2.1

Each party shall keep the other party's Confidential Information confidential.

14.2.2

Neither party shall disclose Confidential Information to any third party except:

a) with the prior written consent of the other party;

b) where disclosure is required by law or a competent authority; or

c) to its employees, professional advisers, insurers or subcontractors who reasonably require the information for the purposes of the Contract and who are subject to appropriate obligations of confidentiality.

 

---

 

14.3 Permitted Use

14.3.1

Each party shall use the other party's Confidential Information solely for the purposes of performing or receiving the Services under the Contract.

14.3.2

Neither party shall use the other's Confidential Information for any other purpose without prior written consent.

 

---

 

14.4 Exclusions

14.4.1

The obligations contained within this Section shall not apply to information which:

a) is or becomes publicly available other than through a breach of these Commercial Terms & Conditions;

b) was lawfully in the receiving party's possession before disclosure;

c) is lawfully obtained from a third party without restriction; or

d) is independently developed without reference to the Confidential Information.

 

---

 

14.5 Data Protection

14.5.1

Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, when processing personal data in connection with the Contract.

14.5.2

Where either party processes personal data on behalf of the other, the parties shall enter into any additional documentation reasonably required by applicable data protection legislation.

 

---

 

14.6 Public Announcements

14.6.1

Neither party shall issue any public announcement or press release concerning the Project that identifies the other party without the other party's prior written consent, except where required by law.

14.6.2

Nothing in this Clause shall prevent the Supplier from referring to the Client in accordance with Section 13 (Photography & Marketing), where permitted under these Commercial Terms & Conditions.

 

---

 

14.7 Survival

14.7.1

The obligations contained within this Section shall continue after completion, termination or expiry of the Contract for a period of five (5) years, or for such longer period as may be required by law.

SECTION 15 - INTELLECTUAL PROPERTY

15.1 Supplier Intellectual Property

15.1.1

All intellectual property rights in the Supplier's designs, drawings, quotations, proposals, specifications, calculations, plans, methodologies, photographs, marketing materials, documentation and other materials created by or on behalf of the Supplier shall remain the property of the Supplier unless expressly agreed otherwise in writing.

15.1.2

Nothing in the Contract shall transfer ownership of the Supplier's intellectual property to the Client.

 

---

 

15.2 Licence to Use

15.2.1

Upon payment in full of all sums due under the Contract, the Supplier grants the Client a non-exclusive, non-transferable licence to use any Supplier-produced documentation solely for the operation and enjoyment of the Project.

15.2.2

The Client shall not reproduce, publish, distribute or use the Supplier's intellectual property for any commercial purpose without the Supplier's prior written consent.

 

---

 

15.3 Client Intellectual Property

15.3.1

Any intellectual property supplied by the Client, including logos, branding, artwork, photographs, trademarks or design material, shall remain the property of the Client or its respective owner.

15.3.2

The Client grants the Supplier a non-exclusive licence to use such intellectual property only to the extent reasonably necessary to deliver the Project.

 

---

 

15.4 Client Warranty

15.4.1

The Client warrants that it has obtained all necessary rights, permissions and licences to permit the Supplier to use any materials supplied by the Client in connection with the Project.

15.4.2

The Client shall indemnify the Supplier against any reasonable losses, claims or costs arising from any allegation that Client-supplied materials infringe the intellectual property rights of a third party.

 

---

 

15.5 Project Designs

15.5.1

Unless expressly agreed otherwise in writing, all concepts, layouts, decorative schemes, installation methods and design proposals prepared by the Supplier remain the intellectual property of the Supplier.

15.5.2

Where a Quotation is not accepted, the Client shall not copy, reproduce or use the Supplier's designs, concepts or proposals, nor permit any third party to do so, without the Supplier's prior written consent.

 

---

 

15.6 Marketing Materials

15.6.1

The Supplier may refer to completed Projects in accordance with Section 13 (Photography & Marketing).

15.6.2

Nothing in this Section grants either party the right to use the other's trademarks, trading names or branding except as expressly permitted under the Contract or otherwise agreed in writing.

 

---

 

15.7 Survival

15.7.1

The provisions of this Section shall survive completion, termination or expiry of the Contract.

SECTION 16 - FORCE MAJEURE

16.1 Force Majeure Events

16.1.1

Neither party shall be liable for any delay or failure to perform its obligations under the Contract where such delay or failure results from a Force Majeure Event.

16.1.2

For the purposes of these Commercial Terms & Conditions, a "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to:

• severe weather;

• flooding;

• storms;

• fire;

• epidemic or pandemic;

• government restrictions;

• acts of God;

• war;

• terrorism;

• civil unrest;

• industrial disputes not involving the affected party's own workforce;

• road closures;

• utility failures;

• transport disruption;

• import or export restrictions;

• shortages of materials; or

• any other event beyond the reasonable control of the affected party.

 

---

 

16.2 Notification

16.2.1

The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

16.2.2

The notification shall include, where reasonably possible:

a) the nature of the Force Majeure Event;

b) the obligations affected; and

c) the anticipated duration of the disruption.

 

---

 

16.3 Suspension of Performance

16.3.1

Where a Force Majeure Event occurs, the affected obligations shall be suspended for the duration of the Force Majeure Event.

16.3.2

Both parties shall use reasonable endeavours to minimise the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

 

---

 

16.4 Installation Dates

16.4.1

Where a Force Majeure Event affects the agreed Installation Date or Removal Date, the Supplier shall use reasonable endeavours to agree revised dates with the Client.

16.4.2

The Supplier shall not be liable for any costs, losses or delays arising solely from the rescheduling of the Project due to a Force Majeure Event.

 

---

 

16.5 Right to Terminate

16.5.1

Where a Force Majeure Event continues for a period exceeding sixty (60) consecutive days and prevents substantial performance of the Contract, either party may terminate the Contract by giving written notice to the other.

16.5.2

Upon termination under this Clause, the Client shall pay the Supplier for:

a) all Goods supplied;

b) all Services performed;

c) all Bespoke Products procured;

d) all reasonable costs incurred up to the date of termination.

 

---

 

16.6 No Waiver

16.6.1

A Force Majeure Event shall not relieve either party of any obligation to pay sums that became due before the Force Majeure Event occurred.

SECTION 17 - TERMINATION

17.1 Termination by the Supplier

17.1.1

The Supplier may terminate the Contract immediately by giving written notice to the Client where:

a) the Client fails to make payment in accordance with Section 4;

b) the Client commits a material breach of the Contract and, where the breach is capable of remedy, fails to remedy that breach within fourteen (14) days of receiving written notice requiring it to do so;

c) the Client repeatedly breaches the Contract in a manner that reasonably justifies the Supplier's loss of confidence in the Client's ability or willingness to comply with the Contract;

d) the Client prevents or unreasonably delays the Supplier from carrying out the Project;

e) continued performance of the Contract would, in the Supplier's reasonable opinion, be unsafe, unlawful or impracticable.

 

---

 

17.2 Termination by the Client

17.2.1

The Client may terminate the Contract where:

a) the Supplier commits a material breach of the Contract and, where the breach is capable of remedy, fails to remedy that breach within fourteen (14) days of receiving written notice requiring it to do so; or

b) the Supplier ceases trading or enters formal insolvency proceedings which prevent the Supplier from performing the Contract.

17.2.2

Termination by the Client shall be without prejudice to any cancellation charges or payment obligations already accrued under these Commercial Terms & Conditions.

 

---

 

17.3 Insolvency

17.3.1

Either party may terminate the Contract immediately by written notice if the other party:

a) enters administration, liquidation or receivership;

b) has a winding-up petition presented against it;

c) makes a voluntary arrangement with its creditors;

d) ceases, or threatens to cease, trading; or

e) becomes unable to pay its debts as they fall due.

17.3.2

This Clause shall not apply where the relevant insolvency procedure forms part of a solvent restructuring that does not affect the performance of the Contract.

 

---

 

17.4 Effect of Termination

17.4.1

Termination of the Contract shall not affect any rights, remedies or obligations that have accrued prior to the date of termination.

17.4.2

Upon termination, the Client shall immediately pay all sums properly due to the Supplier, including:

a) completed Services;

b) Goods supplied;

c) Bespoke Products procured for the Project;

d) agreed variations;

e) any applicable cancellation charges; and

f) any other sums due under the Contract.

 

---

 

17.5 Recovery of Supplier Property

17.5.1

Following termination, the Supplier shall be entitled to recover any Goods or equipment that remain its property under the Contract.

17.5.2

The Client shall provide reasonable access to enable the Supplier to recover such property.

17.5.3

Where the Supplier incurs additional costs recovering its property due to the acts or omissions of the Client, the Supplier may recover those reasonable costs from the Client.

 

---

 

17.6 Suspension as an Alternative to Termination

17.6.1

Where appropriate, the Supplier may elect to suspend performance of the Contract instead of terminating it.

17.6.2

During any period of suspension, the Supplier shall not be responsible for any delay arising directly from that suspension.

17.6.3

Any revised Installation Date following suspension shall be subject to operational availability.

 

---

 

17.7 Survival

17.7.1

Termination or expiry of the Contract shall not affect any provision which is expressly stated, or by implication intended, to survive termination, including but not limited to:

• payment obligations;

• cancellation charges;

• confidentiality;

• intellectual property;

• liability;

• photography and marketing rights;

• governing law; and

• dispute resolution.

17.7.2

Such provisions shall continue in full force and effect notwithstanding termination or expiry of the Contract.

SECTION 18 - GENERAL PROVISIONS

18.1 Notices

18.1.1

Any notice or other communication given under the Contract shall be in writing.

18.1.2

A notice may be delivered:

a) by hand;

b) by first class post;

c) by recorded delivery; or

d) by email to the most recent email address notified by the receiving party.

18.1.3

A notice shall be deemed received:

a) if delivered by hand, on delivery;

b) if sent by post, two (2) Working Days after posting;

c) if sent by email, at the time of transmission, provided no delivery failure notification is received.

 

---

 

18.2 Assignment

18.2.1

The Client shall not assign, transfer or otherwise dispose of any of its rights or obligations under the Contract without the Supplier's prior written consent.

18.2.2

The Supplier may assign or transfer the benefit of the Contract to any associated company or successor in business without the Client's consent.

 

---

 

18.3 Subcontracting

18.3.1

The Supplier may engage suitably qualified subcontractors to perform all or part of the Services.

18.3.2

The Supplier shall remain responsible for the performance of any subcontracted Services.

 

---

 

18.4 Entire Agreement

18.4.1

The Contract constitutes the entire agreement between the Supplier and the Client in relation to the Project.

18.4.2

The Contract supersedes all previous quotations, discussions, negotiations, representations and agreements relating to the Project.

18.4.3

Neither party has relied upon any statement or representation not expressly set out within the Contract, except where such reliance cannot lawfully be excluded.

 

---

 

18.5 Amendments

18.5.1

No amendment to the Contract shall be effective unless made in writing and agreed by both parties.

 

---

 

18.6 Waiver

18.6.1

Failure or delay by either party to exercise any right or remedy under the Contract shall not constitute a waiver of that right or remedy.

18.6.2

A waiver shall only be effective if made in writing.

 

---

 

18.7 Severability

18.7.1

If any provision of the Contract is found by a court or other competent authority to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

18.7.2

Where possible, any invalid or unenforceable provision shall be interpreted or modified to achieve, as nearly as possible, its intended commercial purpose.

 

---

 

18.8 Third Party Rights

18.8.1

A person who is not a party to the Contract shall have no right to enforce any provision of the Contract under the Contracts (Rights of Third Parties) Act 1999.

 

---

 

18.9 Electronic Communications

18.9.1

The parties agree that quotations, instructions, approvals, notices and other communications may be exchanged electronically.

18.9.2

Electronic communications shall have the same contractual effect as written communications unless otherwise required by law.

 

---

 

18.10 Governing Law

18.10.1

The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

 

---

 

18.11 Jurisdiction

18.11.1

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.

 

---

 

18.12 Good Faith

18.12.1

The Supplier and the Client shall act in good faith and cooperate with one another in seeking to ensure the successful delivery of the Project.

18.12.2

Each party shall use reasonable endeavours to resolve operational issues promptly and minimise disruption to the Project wherever reasonably practicable.

 

---

 

18.13 Document Review

18.13.1

These Commercial Terms & Conditions may be reviewed and updated by the Supplier from time to time.

18.13.2

Any revised version shall apply only to Contracts entered into after the effective date of the revised Commercial Terms & Conditions unless otherwise agreed in writing.

 

---

 

18.14 Contact Details

18.14.1

Unless otherwise notified in writing, correspondence relating to the Contract should be addressed to:

Bushbay Ltd t/a Pines and Needles
Riverhill Gardens
Worcester Park
Surrey
KT4 7BW

Telephone: 020 3384 9421

Email: civics@pinesandneedles.com

Website: www.pinesandneedles.com

THANK YOU

Thank You for Choosing Pines and Needles

We appreciate the opportunity to work with you and thank you for placing your trust in our Civics Team.

Every Project we undertake is approached with the same commitment to quality, professionalism and attention to detail. From your initial enquiry through to installation, removal and aftercare, our aim is to provide a reliable, well-managed service and deliver a festive display that you can be proud of.

As a family-run business with over twenty years' experience delivering large Christmas tree installations across the UK, we understand the importance of creating displays that leave a lasting impression whilst ensuring the highest standards of safety, planning and customer service.

We look forward to working with you and helping make your festive season a success.

 

---

 

Need to Contact Us?

Pines and Needles - Civics Department

📞 Telephone: 020 3384 9421

✉️ Email: civics@pinesandneedles.com

🌐 Website: www.pinesandneedles.com

📍 Address:

Bushbay Ltd t/a Pines and Needles
Riverhill Gardens
Worcester Park
Surrey
KT4 7BW

 

---

 

Our Commitment

✓ Premium quality real Christmas trees

✓ Professional installation teams

✓ Dedicated project management

✓ Health & Safety at the forefront

✓ Sustainable sourcing and responsible practices

✓ Trusted by councils, businesses and organisations across the UK

 

---

 

We wish you a wonderful festive season and look forward to working with you for many years to come.

The Civics Team
Pines and Needles