1. General Obligations
1.1 Just Clear shall carry out the Services or Works as specified.
1.2 The Client shall provide access for Just Clear’s representatives to carry out its Services at any reasonable time or as specified.
1.3 Provide all facilities at the premises that Just Clear may reasonably require to carry out the Services including (without limitation) an adequate supply of hot water, lighting and electricity.
1.4 Permit Just Clear to make a charge at the normal hourly rate, for any wasted journeys due to failure to observe an appointment, delays in carrying out the work or cancellations as a result of the Client’s failure to allow access, or provide proper instruction.
2.1 Just Clear shall have the right, without prejudice to any other right or action, to terminate this Agreement forthwith; (a) if the Client fails to observe and perform any of the terms of this Agreement; or (b) if the Client is adjudged bankrupt or if the Client shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Client shall be unable to pay its debts within the meaning Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Client or if a petition is presented for a bankruptcy order or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Client or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or (c) in the circumstances set out in Clause 5.1 (d) to terminate this Agreement forthwith if credit references relating to the Client are obtained which are unsatisfactory to Just Clear.
2.2 If the Client purports to terminate this Agreement before expiry of the minimum term or other than by giving the required period of notice as shown overleaf or if Just Clear terminates this Agreement in the circumstances set out in Clauses 4.1, then the Client shall pay to Just Clear upon receipt of invoice by way of liquidated and agreed damages a sum equal to the fees due at the applicable final Price per quarter for either; (a) the balance of the minimum term; or (b) the period from the date of the said notice of termination until expiry of the required period of notice, less; (i) 30% such deduction being agreed and intended to take account of the saving in servicing and where appropriate collection costs and the value of any Equipment recovered less possible costs of recovery, but taking into account any excess of supply over demand and the fact that in the early period of an Agree the value of the recovered Equipment may be relatively great and the cost of maintenance relatively low, whereas in the middle and later period of an Agreement the maintenance costs may be expected to be higher but the value of the recovered Equipment may be very low. (ii) A discount at the rate of 8% per annum upon 75% of the total fees for each complete year of the minimum period unexpired, such discount being intended to take account of accelerated payment by the Client.
Nothing in this Agreement affects the statutory rights of a consumer. Subject thereto all representations, warranties, guarantees and conditions express or implied, statutory or otherwise are expressly excluded, and Just Clear does not accept liability for loss, damage, or injury howsoever arising save as specified in this clause below; (a) Personal injury or death which is a direct result of Just Clear’s negligence in the course of carrying out the Services; and (b) Physical damage to property which is the direct result of Just Clear’s negligence in carrying out the Services up to a limit of £50,000 for any one occurrence or series of occurrences arising out of one event; and (c) Replacement or (at Just Clear’s option) repair of any Equipment or components comprised therein which are defective or unsuitable for purpose due to faulty workmanship, design or materials. (d) The Client shall not be entitled to make any claim against Just Clear or its employees unless it gives Just Clear written notice of the event giving rise to such a claim, containing sufficient information for it to be identified and investigated by Just Clear within 28 days of the date on which the Client becomes, or ought reasonably to have become aware of the occurrence of the event. And Just Clear shall in no circumstances have any liability for any loss of profit, use or business interruption or any other indirect, economic or consequential loss or damage.
4. Force Majeure
If Just Clear is prevented or delayed in the performance of any of its obligations under this Agreement by circumstances beyond its reasonable control, then Just Clear shall be excused the performance or the punctual performance of the Services as the case may be for so long as such cause of prevention or delay shall continue.
5.1 If any payment to be paid by the Client to Just Clear under this Agreement is unpaid for a period of 30 days after it has become due Just Clear may at any time thereafter give to the Client 7 days written notice to terminate this Agreement and unless such overdue sum has been paid before the expiration of such notice Just Clear, shall, without the need for giving of any further notice, have the absolute right at any time thereafter to cease to provide Services where upon this Agreement shall then terminate absolutely and Just Clear’s obligations hereunder shall cease but without prejudice to the liabilities of Client to Just Clear.
5.2 Without prejudice to any other remedy which it may have, Just Clear shall be entitled to charge interest at the rate of 4% per annum, above the base rate of National Westminster Bank on all overdue sums owed by the Client to Just Clear, such interest to accrue from day to day from the date when payment shall become due until the date when payment shall be made, whether before or after any judgment.
The Client may not assign this Agreement without the prior written consent of Just Clear.
7. Health and Safety
The Client will take all reasonable precautions necessary to protect the health and safety of persons using the equipment and the premises.
No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing by an authorized officer of Just Clear.
9.1 Any notice to be given to the Client, under this Agreement shall be in writing and shall be sent by hand or by first class mail to the address appearing at the head of this Agreement (or such other address as shall be notified in writing for the purpose of this Clause).
9.2 Any notice to be given to Just Clear under this Agreement shall be in writing shall be in writing and shall be sent by hand or by first class mail to FAO Customer Service Director, Just Clear at Hardwick House, 1 Chislehurst road, Richmond Surrey TW10 6PW. (or any such address as shall be notified in writing for the purpose of this Clause).
9.3 Any notice given by mail, shall be deemed to have been given on the second day (excluding Saturday, Sundays and statutory holidays) after dispatch.
If any term or provision in this Agreement is or shall become in whole or in part illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Agreement shall not be affected or impaired thereby.
11. Set off
The client shall not be entitled to withhold payment of monies due under this Agreement by reason of any claim or counterclaim it may have or alleges to have against Just Clear or otherwise which is not related to the Service.
12. Entire Agreement
12.1 This Agreement constitutes the entire agreement between the Client and Just Clear.
12.2 The Client shall not be entitled to rely or to seek to rely upon any statement, warranty or representation made by or on behalf of Just Clear to the extent that such representation is inconsistent with these Conditions nor any advice or recommendation given by or on behalf of Just Clear as to the application or use of the Equipment unless confirmed in writing by Just Clear.
12.3 All contracts for service shall be subject to these standard Terms and Conditions (and such other terms and conditions as Just Clear may stipulate or agree in writing) which shall prevail over any inconsistent terms which may appear on the Client’s enquiry, order, or other documents received by Just Clear from the Client or which may be implied by law or trade, custom, practice or a course of dealing between the parties, all of which are hereby expressly excluded. All orders are accepted and executed on the understanding that the Client is bound by these Conditions.