Terms and Conditions

KAYBEE SITE SERVICES (UK) LTD

CUSTOMER TERMS & CONDITIONS

All contracts that the Company may enter into from time to time, for the provision of the Services, shall be governed by these Terms to the exclusion of all other terms and conditions.  By using the Company’s Services, the Customer agrees that it has read, understood, and agree to be bound by these Terms. 

Definitions  - the following definitions and rules of interpretation apply in these Terms.

Authorisation Number means the number provided by the Customer in the Booking Form which authorises the Company to provide the Services and allows the Company to be paid promptly for such Services (also known as a purchase order number).

Booking Form means the form provided by the Company to the Customer detailing the Services that the Customer wishes to purchase from the Company.

Charges means the charges payable by the Customer for the provision of the Services as set out in the Booking Form and in accordance with clause 3.

Customer means the company, firm or organisation who purchases or agrees to purchase the Services.

Company means Kaybee Site Services (UK) Limited, a company registered in England and Wales with company number 09158192, whose registered office is at Clifton House, Bunnian Place, Basingstoke, Hampshire, United Kingdom, RG21 7JE.

Contract means the agreement between the Company and the Customer for the Services in accordance with these Terms.

Order means the Customer’s order for the provision of Services as set out in the Booking Form.

Terms means the terms and conditions as set out in this document amended from time to time in accordance with clause 9.8.  

Services means the provision of the services, provided by the Company to the Customer, namely kitchen offloading services, as set outin the Booking Form. 

1.     The Contract 

1.1.          In response to an Order the Company will provide the Customer with a Booking Form to complete. 

1.2.          The Company will review the Booking Form and return to the Customer with the Charges and request an Authorisation Number. This is an offer by the Company to provide Services to the Customer in accordance with these Terms.

1.3.          By providing the Company with an Authorisation Number the Customer accepts the Company’s offer to provide Services and a Contract will be formed at that time.

1.4.          If no Authorisation Number is provided but the Customer otherwise instructs the Company to provide the Services, commencement of the Services shall be deemed to be conclusive evidence of the Customer’s acceptance of these Terms.

2.     Provision of Services

2.1.          The Company shall provide the Services to the Customer in accordance with the Contract and these Terms in all material respects.

2.2.          The Company shall use reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

2.3.          Any Quote issued by the Company is valid for a maximum period of 28 days from its date, unless withdrawn by the Company earlier.

2.4.          Either party may request or propose amendments to the Order or the Contract.  Any proposed amendments must be made in writing and agreed by both parties.

2.5.          The Company reserves the right to sub-contract the fulfilment of the Services or any part thereof.

2.6.          If, due to circumstances beyond the Company’s control, including those set out in clause 9.1, the Company has to make any change in the provision of the Contract, the Company will notify the Customer immediately. The Company will use reasonable endeavours to keep any such changes to a minimum.

3.     Charges

3.1.          The Charges shall be as set out in the Booking Form, or otherwise communicated by the Company to the Customer.

3.2.          The Company reserves the right, by giving notice to the Customer at any time, to increase the Charges at any time during the Contract due to any event or factor beyond its control including but not limited to:

3.2.1.   Any change in the Order requested by the Customer, including but not limited to:

(i)      an increase in the Services (i.e. an increase in the workload); or

(ii)     an increase in the number of people required to carry out this Services; or

3.2.2.   Any delay caused by the Customer.

3.3.          Should there be a change in the Order by the Customer, which reduces the Services (i.e. decreases the workload), there will be no reduction in the Charges and the Charges as set out in the Booking Form will still apply.

3.4.          The Company shall invoice the Customer once the Services are completed.

3.5.          The Customer shall pay each invoice submitted by the Company within fourteen (14) days of the date of the invoice, in full and in cleared funds, unless otherwise agreed. Time for payment shall be of the essence of the Contract.  

3.6.          All payments must be made in British Pounds unless otherwise agreed in writing.

3.7.          All payments must be made by bank transfer to the account details provided by the Company in the invoice.

3.8.          Amounts payable by the Customer under the Contract may be subject to value added tax (“VAT”) and any VAT that may be applicable will be included in the Charges.

3.9.          If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 6 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.9 will accrue at a rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full. Such interest shall accrue after as well as before any judgment.

3.10.        The Company also reserves the right to recover any debt collection costs, including legal and court fees.

3.11.        All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.     Customer’s responsibilities

4.1.          The Customer is responsible for:-

4.1.1. ensuring that the Booking Form is complete and accurate;

4.1.2. co-operating with the Company in all matters relating to the Contract;

4.1.3. providing the Company with such information as it may reasonably require to perform its obligations under the Contract, for example providing the correct address of the Site where the Services are to be provided;

4.1.4. ensuring that the Company, its employees, agents, and subcontractors, has access to the Site as required by the Company to provide the Services;

4.1.5. ensuring that the Site is safe for the Company, its employees, agents, and subcontractors, at all times while providing the Services;

4.2. If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation as set out in clause 4.1 (Customer Default):

4.2.1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend provision of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;

4.2.2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

4.3.    The Customer shall indemnify the Company against all actions, claims, demands, suits, losses, costs, expenses and charges which the Company may incur from a third party, and which result from a Customer Default as set out in clause 4.2.

5.     Limitation of Our liabilities

5.1.    The Company will not be liable for any damage to any item due to be offloaded that it identifies and communicates to the Customer, or any agent of sub-contractor of the Customer, at the time of offloading.

5.2.    If the Customer should wish to make a claim against the Company for any damage to any items that the Company has offloaded, the Customer must:-

5.2.1. report the claim to the Company within 24 hours of the Services being carried out by setting out full details of the claim in writing and sending by email to accounts@kaybeegroup.co.uk ; 

5.2.2. provide to the Company as part of the claim, a full written description of the alleged damaged with clear photographs showing the alleged damage; and

5.2.3. the damaged item must be left as found to enable the Company to inspect as part if its evaluation of the claim.

5.3.    If clause 5.2 is fully complied with by the Customer, the Company will then investigate and consider the claim and report back to the Customer with its response to the claim.

5.4.    If clause 5.2 is not fully complied with by the Customer, the Company will not be liable for the alleged damage to the item.

5.5.    Nothing in these Terms shall limit or exclude the Company’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.

5.6.    Subject to clause 5.5 the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for; loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to reputation or goodwill or indirect or consequential loss arising under or in connection with the Contract.

5.7.    The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the Charges payable to the Company by the Customer in connection with the Contract.

5.8.    Clause 5.1-5.7 shall survive termination of the Contract.

6.     Termination

6.1.    The Contract shall continue for as long as the Company are providing the Services to the Customer.

6.2.    Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so.

6.3.    Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:

6.3.1. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

6.3.2. the Customer fails to pay or threatens not to pay any amount due under the Contract on the due date for payment;

6.3.3. the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

6.3.4. there is a change of control of the Customer; or

6.3.5. the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

7.     Consequences of Termination

7.1.    On termination of the Contract the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services provided but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.

7.2.    Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

7.3.    Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

8.     Confidentiality & Data Protection

8.1.    All information The Company may hold for The Customer will be held and processed in accordance with the UK General Data Protection Regulation (UK GDPR).

8.2.    The Customer are referred to Our Privacy Notice which can be found at www.kaybeegroup.co.uk/privacy

9.     General Terms

9.1.    Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). These include: (a) natural disasters or “acts of God,” such as lightening, tornadoes, hurricanes, tsunamis, floods and earthquakes; (b) manmade disasters, such as plant fires or floods; (c) war and civil issues, such as riots, civil unrest, acts of terrorism; (d) labour disputes or strikes; (e) government embargoes or other government actions affecting the supply chain; (f) power outages or transportation issues; (g) epidemic, pandemic or quarantine; (h) third party supply chain difficulties; and (i) all other causes whatsoever.

9.2.    These Terms and the Booking Form constitute the entire agreement between the Company and the Customer.

9.3.    The Contract is between the Company and the Customer. No other person shall have any rights to enforce any of its terms.

9.4.    Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent to the postal address or email address set out in the Booking Form. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9.5.    A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.6.    Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

9.7.    If a court finds part of these Terms invalid, illegal or unenforceable, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

9.8.    The Company may amend these Terms from time to time.  No variation of these Terms or the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

9.9.    Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

9.10. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales.  Either party can bring legal proceedings in respect of the Services in the English courts.