Application and Entire Agreement

These Terms and Conditions apply to the provision of the services detailed in our quotation (“Services”) by DUA London, a company registered in England and Wales whose registered office is at 310 Kingsland Road, London E8 4DB (“we”, “us” or “Service Provider”) to the person or entity purchasing the Services (“you” or “Customer”).

You are deemed to have accepted these Terms and Conditions upon acceptance of our quotation or from the date any Services are performed (whichever occurs first). These Terms and Conditions, together with our quotation (the “Contract”), form the entire agreement between us. You acknowledge that you have not relied on any representation, promise, or statement made on our behalf except as expressly set out in the Contract.

Interpretation

For the purposes of these Terms and Conditions:

• A “business day” means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
• Headings are provided for convenience only and shall not affect the interpretation of these Terms and Conditions.
• Words in the singular include the plural and vice versa.

Services

We warrant that we will use reasonable care and skill in performing the Services in accordance with the quotation, including any specifications, in all material respects. We may make any changes to the Services as necessary to comply with applicable law or safety requirements and will notify you if such changes are required.

While we will use our reasonable endeavours to complete the Services within the agreed timeframe or as set out in the quotation, time shall not be deemed of the essence unless expressly stated.

These Terms and Conditions apply to the supply of any goods provided in connection with the Services, unless otherwise stated.

Your Obligations

You are responsible for obtaining all necessary permissions, consents, licences, or other authorisations required for us to provide the Services. You must also provide us with access to all relevant information, materials, properties, and any other matters necessary to perform the Services.

Failure to comply with these obligations may result in our terminating the provision of Services, and we shall not be liable for any delay or failure arising from such non-compliance.

Fees, Deposit, and Payment

The fees (“Fees”) for the Services are detailed in the quotation and are based on a time and materials basis.

In addition to the Fees, you shall reimburse us for:

• Reasonable incidental expenses (including, but not limited to, travel expenses, hotel costs, subsistence, and associated expenses);
• The cost of third-party services required for the performance of the Services; and
• The cost of any materials necessary to provide the Services.

You must also pay for any additional services not specified in the quotation according to our then-current applicable daily rate or any other rate mutually agreed upon in writing. The Fees include any applicable VAT and other taxes or levies imposed by law.

A deposit (“Deposit”) is payable at the time of acceptance of the quotation, as set out therein. All Deposits are non-refundable except where we fail to provide the Services due to our fault. Additionally, all project payments are non-refundable.

We will issue an invoice for the Fees as specified in the quotation or upon completion of the Services. Full payment is due within one working day of the project being completed. Failure to pay on time may result in suspension or cancellation of further Services, and interest may be charged on overdue amounts at the rate of 12% per annum above the Bank of England’s base lending rate from the date payment was due until received in full.

All payments must be made in British Pounds unless otherwise agreed in writing, and payments must be made in full without any deductions or set-offs, except where required by law.

Cancellation and Amendment

We reserve the right to withdraw, cancel, or amend a quotation if it has not been accepted or if the Services have not commenced, within 7 days from the quotation date (unless the quotation has been withdrawn).

Either party may cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

If you wish to amend any aspect of the Services, you must notify us in writing as soon as possible. We will use reasonable endeavours to accommodate such changes, but any additional costs incurred will be added to the Fees and invoiced accordingly.

If circumstances beyond our control necessitate any changes to the Services or their delivery, we will notify you immediately and use reasonable endeavours to minimise any impact.

Sub-Contracting and Assignment

We may, at our sole discretion, assign, transfer, charge, subcontract, or otherwise deal with any or all of our rights and obligations under these Terms and Conditions. You may not assign, transfer, charge, subcontract, or otherwise deal with your rights or obligations without our prior written consent.

Termination

We may terminate the provision of Services immediately if you:

• Commit a material breach of your obligations under these Terms and Conditions;
• Fail to pay any amount due under the Contract on the due date;
• Become subject to a bankruptcy order or similar insolvency proceedings;
• Enter into a voluntary arrangement with your creditors or take other similar steps;
• Are the subject of any proceedings or actions relating to insolvency.

Intellectual Property

All intellectual property rights in any goods or materials supplied in connection with the Services remain the property of DUA London or its licensors. We reserve the right to take all necessary actions to protect our intellectual property rights.

Liability and Indemnity

Our total liability under these Terms and Conditions (whether in contract, tort, or otherwise) is limited to the total Fees payable under the Contract. We shall not be liable for any indirect, special, or consequential losses, including loss of profits, business, or data, or for any claims arising from third-party actions, except as prohibited by law.

You agree to indemnify and hold us harmless from any damages, costs, claims, or expenses incurred as a result of any loss or damage to equipment (including third-party property) caused by your actions or those of your agents or employees.

Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, fraudulent misrepresentation, or any liability that cannot be lawfully excluded or limited.

Data Protection

In providing the Services, we may access, transfer, store, or process personal data of your employees. In such cases, you will be considered the “data controller” and we the “data processor” as defined in the General Data Protection Regulation (GDPR) (as amended or replaced from time to time).

We will only process personal data as necessary to perform the Services and will not retain such data longer than necessary. Personal data will only be disclosed to employees, directors, agents, subcontractors, or advisors on a strict “need-to-know” basis and only to the extent required by law or regulation.

We maintain technical and organisational measures to protect any personal data processed on your behalf. For further details, please refer to our Data Protection Policy or contact us at [insert contact email].

Circumstances Beyond a Party’s Control

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, war, governmental actions, or other similar events. If such a delay continues for 90 days, either party may terminate or cancel the Services.

Communications

Any notices required or permitted under these Terms and Conditions must be in writing and signed by or on behalf of the party giving notice. Notices will be deemed delivered as follows:

• If delivered by courier or messenger during normal business hours, when received;
• If sent by email, when a successful transmission report or return receipt is generated;
• If sent by registered mail, on the fifth business day after mailing; and
• If sent by airmail, on the tenth business day after mailing.

Notices must be addressed to the most recent contact details provided by each party.

No Waiver

No delay, act, or omission by either party in exercising any right or remedy shall operate as a waiver thereof, nor shall it prevent any further exercise of any right or remedy.

Severance

If any provision of these Terms and Conditions is found to be unlawful, invalid, or unenforceable, such provision shall be severed, and the remainder shall continue in full force and effect.

Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising in connection with these Terms and Conditions (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the courts of England and Wales.