Terms & Conditions

1. Definitions

1.1 “Company” means Top2bottom London Services LTD.
1.2 “Customer” means the client, person, firm or company to which the Works quotation is addressed.
1.3 “Quotation” means these conditions together with the particulars and documents referred to in the Company’s offer.
1.4 “Works” means the work described or referred to in the Quotation and any agreed variations.
1.5 “Contract Sum” means the VAT‑exclusive amount payable to the Company for the execution of the Works, adjusted for any agreed variations and other compensatory payments under these conditions. VAT is payable in addition at the prevailing rate. No discount is allowable unless expressly stated in the Quotation.
1.6 “Site” means the agreed area of land and/or buildings to be occupied by the Company for the purpose of carrying out the Works.
1.7 “Subcontractor” means any person or entity engaged by Top2bottom London Services LTD to perform part of the Works or services under an existing or new contract between the Company and the Customer.
1.8 “Variation” means any change to the original scope of Works agreed between the Customer and Top2bottom London Services LTD.
1.9 “Liquidated damages” means a pre‑agreed sum of money payable by one party to the other for delay or loss, only where expressly set out in the Contract.

2. General

2.1 The Company is entitled to continuity of work in a logical sequence without obstruction or restriction during normal working hours. If, for reasons beyond the Company’s control, such continuity is broken, Site working hours are restricted, or overtime is required to recover lost time, the Company is entitled to reimbursement from the Customer of any additional costs and losses incurred. Normal working hours are 08:00–17:00 Monday to Thursday and 08:00–16:00 on Friday.
2.2 The Customer may instruct a Variation without invalidating the Contract. The value of any Variation shall be agreed in writing before the Company is obliged to undertake the additional work. Where no price is agreed and the Company proceeds at its discretion, the varied work will be valued on a daywork basis using the Company’s current schedule of daywork rates.

3. Commencement and completion

3.1 The Works will be commenced and completed within the agreed time after acceptance of the Quotation or, where a specific period is agreed in writing, within that period.
3.2 The Company shall not be liable for delays in completion caused by circumstances beyond its control. Where a period for performance is agreed, the Company is entitled to a reasonable extension of time for delays outside its control and for any suspension under clause 4.5.
3.3 If the Company is delayed or disrupted due to acts or omissions of the Customer, its servants, agents or other contractors, the Company is entitled to reimbursement of any additional loss and/or expense arising from such delay or disruption.
3.4 If the Company fails to complete the Works within the agreed period and such failure is not attributable to matters referred to in clauses 3.2 and/or 3.3, the Company will not be liable for any loss, expense, cost or liability incurred by the Customer unless an agreed rate of liquidated damages forms part of the Contract and is formally agreed in advance, including the method of calculation.

4. Payment

4.1 Where the Works are to be undertaken over a period exceeding 4 weeks from commencement, the Company will be entitled to stage payments. Where the Works are to be completed within 4 weeks, the Company will issue an invoice upon completion.
4.2 Where stage payments apply, interim invoices will be issued at intervals of not less than four weeks from the date of commencement. Each interim invoice will state the value of work performed, the value of any unfixed materials delivered to Site and any other sums due under these conditions, less any previous payments. The date of the invoice is the “due date” for payment.
4.3 The final date for payment of any notified sum is 30 days from the due date.
4.4 After completion of the Works the Company will issue a final invoice stating the total value of work executed and any other amounts due under these conditions, less previous payments. The due date is the date of the final invoice and the final date for payment is 30 days thereafter.
4.5 If the Customer fails to make payment by the final date for payment, the Company may, on giving 7 days’ written notice, suspend performance of the Works. The Company is not obliged to recommence the Works until all sums due have been paid in full and will be entitled to reimbursement of any additional costs and losses arising from such suspension.

5. Risk

5.1 Risk of damage or loss in unfixed materials passes to the Customer immediately on delivery to Site. Unfixed materials delivered to Site remain the property of the Company, including the right to dispose of them, until the Company has received payment in full for those materials. The Company may remove or dispose of unfixed materials 14 days after non‑payment; any outstanding sums will remain due.
5.2 Risk of damage to materials incorporated into the Works and the cost of replacement or repair lies with the Customer, except where such damage is caused by the Company’s negligence.

6. Statutory requirements, fees and charges

6.1 Unless otherwise expressly stated in the Quotation, the Customer is responsible for obtaining all statutory consents, permissions and approvals necessary for the Works.
6.2 All fees and charges paid by the Company in complying with statutory requirements applicable to the Works will be reimbursed by the Customer in addition to the Contract Sum.

7. Insurance

7.1 The Customer shall maintain appropriate insurance against loss or damage arising from any cause to the Works, unfixed materials, existing structures and contents.
7.2 If any such loss or damage occurs, the Customer shall instruct the Company to reinstate and make good as a Variation, valued under clause 2.2.

8. Existing structures and attendances

8.1 If, during the Works, the Company encounters unforeseen conditions or obstructions from the Customer or any party representing the Customer that result in additional costs or delay, the Customer shall pay the Company’s reasonable additional costs and losses.
8.2 The Customer will provide, free of charge, all water and power reasonably required for the Works.

9. Exclusions

9.1 Unless stated otherwise in the Quotation, the following are excluded from the Works: providing permanent electrical power supplies; fixed scaffolds or other access systems; safety lighting; removing waste from Site (including skips); providing a performance bond; and acting as Principal Contractor under the CDM Regulations. These exclusions are intended to be fair and reasonable under the Consumer Rights Act 2015.

10. Termination

10.1 Any material breach of these conditions by the Customer entitles the Company to terminate its employment with immediate effect by written notice.
10.2 If the Customer becomes bankrupt, has a receiver or administrator appointed, goes into liquidation, has a receiving order made, or makes any arrangement with creditors, the Company may terminate its employment immediately by written notice.
10.3 Following termination under clause 10.1, the Company shall be entitled to payment for work executed, all other sums due under these conditions, loss of profit on unexecuted work and any additional costs and losses arising from termination.
10.4 On termination for any reason, the Customer shall permit the Company to enter the Site to remove unfixed materials, plant and equipment belonging to the Company.

11. Limit of liability

11.1 Nothing in these conditions limits or excludes the Company’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot legally be limited or excluded.
11.2 Subject to clause 11.1 and to the extent permitted by law, the Company’s total aggregate liability arising out of or in connection with the Contract shall not exceed the Contract Sum actually paid by the Customer for the Works giving rise to the claim. Any limitation of liability is subject to the test of reasonableness under the Unfair Contract Terms Act 1977 and other applicable law.
11.3 The Company shall not be liable for loss of profit, loss of business, loss of anticipated savings, or any indirect or consequential loss, in each case to the extent permitted by law.

12. Applicable law

12.1 This agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.

13. Dispute resolution

13.1 If a dispute arises under or in connection with this Contract, the parties shall first seek to resolve it amicably through negotiation between senior representatives, acting in good faith and meeting within 10 days of a written notice of dispute. If they cannot resolve the dispute within a further 10 days, either party may propose mediation.
13.2 If the dispute is not resolved by negotiation or mediation, either party may at any time refer any dispute arising under or in connection with the Contract to adjudication in accordance with Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended).
13.3 The Adjudicator shall be nominated by the President or Vice‑President of the Royal Institution of Chartered Surveyors.
13.4 Subject to any adjudication decision, all disputes arising under or in connection with the Contract shall be finally determined by the courts of England and Wales.

14. Confidentiality

14.1 The Customer and any Subcontractor shall not disclose any confidential information relating to the Company or its clients, including but not limited to trade secrets, client lists, pricing, workforce and other proprietary information, to any third party without the Company’s prior written consent.
14.2 The obligation of confidentiality is indefinite. Any breach may result in legal action and a claim for damages.

15. Independent contractor relationship

15.1 Any Subcontractor engaged by the Company is an independent contractor and not an employee, agent or partner of the Company.
15.2 The Subcontractor is solely responsible for all taxes, withholdings and other statutory or contractual obligations relating to its employees and workers (if any) and must comply with all applicable employment laws.

16. Non‑solicitation (Subcontractors)

16.1 During the term of any subcontract and for 36 months after its termination, the Subcontractor shall not, directly or indirectly, solicit or attempt to solicit business from the Company’s clients introduced through or as a result of work carried out for the Company, nor engage in activities that amount to unfairly competing for those specific clients.

17. Subcontractor insurances

17.1 Subcontractors must maintain appropriate insurance cover, including (where applicable) workers’ compensation, general liability and motor insurance, as required by law.
17.2 Proof of public liability insurance with minimum cover of £10,000,000 for limited companies and £1,000,000 for sole traders, and proof of employers’ liability insurance (where staff are employed) must be provided to the Company before work starts and on renewal each year.

18. Cancellations

18.1 Unless otherwise stated in the Quotation or a specific contract, a 50% fee may be charged for cancellations made within 48 hours of the scheduled start date of the Works where the Company has reasonably incurred costs or reserved labour and materials for that booking.