Legal

Terms and Conditions of Business

These are the terms on which Noevero Ltd provides its services. They apply to every quotation, order and invoice we issue.

01These terms

1.1 These terms apply to every quotation, order, and invoice issued by Noevero Ltd ("we", "us", "our") to the client ("you"). They form part of the agreement between us.

1.2 These terms take precedence over any terms you put forward, including any terms printed on or referred to in a purchase order, portal submission, supplier onboarding pack or other document. No such terms apply unless we have agreed to them in writing, signed by a director.

1.3 Nothing we do — including starting work, accepting a purchase order number, or registering on your supplier portal — amounts to acceptance of your terms.

1.4 We deal with commercial clients. These terms assume you are acting in the course of a business and not as a consumer.

02Quotations and the agreement

2.1 A quotation is an invitation to proceed, not an offer capable of acceptance, and may be withdrawn or revised at any time before you accept it.

2.2 Quotations are valid for 30 days unless stated otherwise. Prices may be revised after that period, in particular where supplier, material or subcontractor costs have changed.

2.3 A binding agreement arises when you accept a quotation in writing (including by email), issue a purchase order we acknowledge, or instruct us to begin work.

2.4 Quotations are based on the information available to us at the time, including any survey we have carried out and any information you have supplied. They assume normal working hours, reasonable access, and that the site is in the condition observed or described.

03Scope, variations and additional work

3.1 We will carry out the work described in the quotation, order confirmation or service schedule. Anything not expressly included is excluded.

3.2 If the work required changes — because of your instructions, because conditions differ from those assumed, or because something is discovered that could not reasonably have been identified beforehand — we will notify you and agree the revised scope, price and programme before continuing.

3.3 Where a variation is instructed verbally on site and it is not practical to stop, we will confirm it in writing as soon as reasonably possible and it will be charged in accordance with clause 4.

3.4 Programme dates are estimates given in good faith. Time is not of the essence unless we have agreed otherwise in writing.

04Charges

4.1 Charges are as set out in the quotation, service schedule or invoice.

4.2 Unless expressly stated as a fixed price, work is charged on a time and materials basis at our prevailing rates.

4.3 Work carried out outside normal working hours, at weekends or on public holidays — including call-outs and work scheduled around occupiers — may be charged at a higher rate, which we will tell you before proceeding wherever practical.

4.4 Materials, equipment, plant hire, specialist subcontractor costs, permits, statutory fees, parking, congestion and clean-air charges, waste disposal and similar disbursements are charged in addition unless the quotation states they are included.

4.5 We may charge a reasonable handling fee on materials and subcontracted works that we procure and coordinate on your behalf, as stated in the quotation.

05VAT

5.1 Noevero Ltd is not currently registered for VAT. No VAT is charged on our invoices and no VAT invoice is issued.

5.2 If we become registered for VAT, VAT will be charged at the prevailing rate on all supplies made on or after the effective date of registration, and our invoices will show our VAT registration number from that date.

06Payment

6.1 Payment is due within the period stated on the invoice. Where no period is stated, payment is due within 30 days of the invoice date.

6.2 Payment is to be made in pounds sterling by bank transfer to the account shown on the invoice, quoting the invoice number.

6.3 Payment must be made in full without deduction, set-off, counterclaim or withholding of any kind, unless you have a court order requiring otherwise.

6.4 A dispute about part of an invoice does not entitle you to withhold the undisputed balance. You must notify us of any disputed item within 10 working days of the invoice date, giving your reasons, and pay the remainder as normal.

6.5 Where you require us to submit invoices through a portal, application process or approval workflow, payment terms run from the date we first submit the invoice, not from the date it clears your internal process.

07Deposits and stage payments

7.1 Where a deposit or stage payments have been agreed in advance, they are payable as set out in the quotation or order confirmation.

7.2 Where a deposit has been agreed, we are not obliged to order materials, book subcontractors or begin work until it has been received in cleared funds.

7.3 Where stage payments have been agreed, each stage is invoiced as it is reached and is payable in accordance with clause 6. We may suspend work if a stage payment is overdue.

7.4 Where no deposit or stage payments have been agreed, the work is invoiced on completion.

7.5 Deposits are applied against the final account. They are non-refundable to the extent of costs we have reasonably committed — materials ordered, subcontractors booked, time expended — if you cancel after work has been committed.

08Late payment

8.1 If an invoice is not paid when due, we are entitled under the Late Payment of Commercial Debts (Interest) Act 1998 to:

(a) interest at 8% above the Bank of England base rate, accruing daily from the due date until payment is received in full;
(b) fixed sum compensation — £40 for debts under £1,000, £70 for debts of £1,000 to £9,999.99, and £100 for debts of £10,000 or more; and
(c) our reasonable costs of recovering the debt, including the costs of any debt recovery agent or solicitor instructed.

8.2 We may charge interest and compensation without further notice, and doing so does not affect any other right or remedy.

8.3 Where any sum is overdue we may, on giving written notice:

(a) suspend all or part of the work, including planned maintenance visits and scheduled attendances, until payment is received;
(b) decline to release documentation, certificates, records, access credentials or commissioning data; and
(c) treat the agreement as at an end and invoice for all work done and costs committed to that date.

8.4 We are not liable for any loss, disruption, missed statutory deadline or compliance failure arising from a suspension properly made under this clause.

09Retention of title and risk

9.1 Materials, equipment and goods supplied by us remain our property until we have been paid in full for them and for all other sums then owing to us on any account.

9.2 Risk in materials, equipment and goods passes to you on delivery to site or on installation, whichever is earlier — so you are responsible for insuring them from that point even though they remain our property.

9.3 Until title passes you must store them safely, keep them identifiable as our property, not modify or dispose of them, and not create any charge or security over them.

9.4 Where payment is overdue we may, on reasonable notice and during normal working hours, enter the premises to inspect and recover goods to which we retain title. You grant us the right of access necessary to do so. Nothing in this clause entitles us to remove anything where doing so would make a building unsafe or breach a statutory requirement.

9.5 This clause does not apply to materials which have by their nature become part of the fabric of the building and cannot be removed without damage.

10Your obligations

10.1 You will, at your own cost and in good time:

(a) provide safe, clear and unobstructed access to the site, plant rooms, risers, roofs, ceiling voids and any other area required, including keys, passes, alarm codes and escort where needed;
(b) provide reasonable welfare facilities, parking and access to power, water, lighting and lifts where required;
(c) give us accurate and complete information about the building, its systems, its occupiers and any known defects or hazards;
(d) obtain all necessary consents, permissions and approvals — including from landlords, superior landlords, managing agents, funders and occupiers — and confirm that you are authorised to instruct the work;
(e) tell us of any site rules, permit-to-work systems, induction requirements or restricted working hours before work begins; and
(f) keep the working area free of your property, or accept the risk to anything left in it.

10.2 Asbestos. You must provide, before work begins, the asbestos register and any refurbishment or demolition survey relevant to the areas affected, or confirm in writing that none exists. We will not disturb, and are not responsible for identifying, any asbestos-containing material. If suspected asbestos is encountered we will stop work in that area immediately and notify you; any resulting delay, survey, testing or removal is at your cost and is a variation under clause 3.

10.3 Other hazards. You must tell us of any known or suspected presence of lead, contaminated land, unsafe structures, legionella risk, live services in an unexpected position, or any other hazard.

10.4 Insurance. You are responsible for insuring the building, its contents, its occupiers' property and your own business interruption. You must maintain that cover throughout, and it is not affected by any work we carry out.

10.5 If we are delayed, prevented or disrupted by your failure to meet these obligations, we may charge for the time lost and any costs incurred, and the programme will be extended accordingly.

11Statutory compliance and duty holder responsibilities

11.1 We provide facilities management, compliance review and coordination services. Unless expressly agreed in writing, we do not assume, and cannot assume, the role of the statutory duty holder for the building.

11.2 In particular, and unless expressly agreed otherwise in writing:

(a) the Responsible Person under the Regulatory Reform (Fire Safety) Order 2005 remains yours;
(b) the dutyholder for the management of asbestos under the Control of Asbestos Regulations 2012 remains yours;
(c) the duty to manage electrical, gas, water hygiene, lifting and pressure systems safety remains yours as owner, occupier or employer; and
(d) where a project constitutes construction work, the client duties under the Construction (Design and Management) Regulations 2015 remain yours unless we have accepted a defined role in writing.

11.3 Our compliance reviews, audits and reports set out our findings and recommendations as at the date and within the scope stated in the report. They are not a warranty that a building is compliant, and they do not transfer any statutory duty to us.

11.4 A compliance review is limited to what is reasonably visible and accessible on the day, and to the records made available to us. It does not include opening up, dismantling, testing or intrusive inspection unless expressly stated.

11.5 It remains your responsibility to act on recommendations. We are not liable for the consequences of a recommendation that you do not instruct, do not fund, or defer.

12Subcontractors and specialist providers

12.1 We may carry out work through approved subcontractors and specialist engineers. We remain responsible to you for work that we have contracted to deliver.

12.2 Where our role is expressly limited to identifying, procuring or coordinating a specialist provider — and the contract for the specialist work is between you and that provider — our responsibility is limited to selecting and coordinating them with reasonable skill and care. We are not responsible for their workmanship, their insurance position, or their contractual performance.

12.3 We will make clear in the quotation which of the above applies. Where it is not stated, work quoted by us and invoiced by us is delivered under clause 12.1.

13Existing plant, systems and building fabric

13.1 Buildings and their systems are often old, undocumented or previously altered. We are not responsible for the pre-existing condition of plant, systems, installations or fabric, or for latent defects, previous poor workmanship, or non-compliant work carried out by others.

13.2 Where we work on existing plant or systems, we do not warrant their continued operation. Intervention on ageing equipment can reveal or precipitate a failure that was already latent. We will advise where we consider this a material risk before proceeding.

13.3 Where work requires an existing system to be isolated, drained, powered down or taken out of service, we will agree the timing with you. You are responsible for notifying occupiers and for any business continuity arrangements.

13.4 We are not responsible for making good decorative finishes beyond a reasonable standard of repair to areas directly disturbed, unless expressly quoted.

14Completion and defects

14.1 Work is complete when we have carried out what was agreed and, where relevant, commissioned it and provided the agreed documentation.

14.2 You must inspect the work on completion and notify us in writing of any defect or snag within 10 working days. Work not notified within that period is treated as accepted.

14.3 We give no express warranty or guarantee. Our obligations are those implied by law, and nothing in these terms is intended to give you any right beyond them.

14.4 Equipment and materials carry the manufacturer's warranty only. We will pass on the benefit of any manufacturer's warranty so far as we are able, but we give no warranty of our own on goods manufactured by others.

14.5 Any remedial work we agree to carry out is conditional on all sums due to us having been paid in full.

15Cancellation, postponement and abortive visits

15.1 If you cancel or postpone agreed work with less than 2 working days' notice, or if we attend and cannot carry out the work because access, information or site conditions are not as required, we may charge for the time allocated and any unavoidable costs, including subcontractor and plant hire charges we cannot recover.

15.2 If you cancel work after materials have been ordered or subcontractors committed, you are responsible for those costs, together with our reasonable charges for work done to that point.

15.3 Non-standard or specially ordered items cannot be cancelled or returned once ordered and are payable in full.

16Retained and recurring agreements

16.1 Where we provide retained facilities management or a planned maintenance programme, the agreement runs for the period stated in the service schedule and continues thereafter until ended under this clause.

16.2 Either party may end a retained agreement on 3 months' written notice, or such other period as is stated in the service schedule, expiring no earlier than the end of the initial term.

16.3 Either party may end the agreement immediately on written notice if the other commits a material breach which is not put right within 20 working days of notice, or becomes insolvent.

16.4 On termination you must pay for all services provided and costs committed up to the termination date, including the balance of any annual programme already scheduled and committed with subcontractors.

16.5 On termination we will hand over records, asset registers and compliance documentation held on your behalf, once all sums due have been paid.

16.6 Charges under a retained agreement may be reviewed annually and on any material change to the property, its occupancy or the scope of service.

17Liability

17.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else which cannot lawfully be limited.

17.2 Subject to clause 17.1, our total liability arising out of or in connection with any agreement — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the total charges paid by you under that agreement.

17.3 Subject to clause 17.1, we are not liable for:

(a) loss of profit, revenue, business, contracts or anticipated savings;
(b) loss of use, loss of rent, or service charge consequences;
(c) business interruption or the cost of alternative premises;
(d) loss or corruption of data;
(e) reputational loss; or
(f) any indirect or consequential loss.

17.4 We are not liable for any fine, penalty or enforcement action arising from a statutory duty that remains yours under clause 11.

17.5 Any claim must be notified to us in writing within 12 months of the date you became aware, or ought reasonably to have become aware, of the matter giving rise to it.

17.6 You must not bring any claim against an individual director, employee or subcontractor of ours personally. Any claim lies against Noevero Ltd alone.

18Intellectual property

18.1 We retain ownership of all designs, drawings, specifications, schedules, reports, software, configurations and documentation we produce, until we have been paid in full for the work to which they relate.

18.2 On payment in full, you receive a non-exclusive licence to use those materials for the purpose for which they were produced, in relation to the property concerned.

18.3 Where we build a website, integration or automation for you, ownership of the bespoke work passes to you on payment in full. Third party software, licences and subscriptions remain subject to their own licence terms, and any ongoing licence or subscription cost is yours.

18.4 We retain ownership of our own generic methods, tools, templates, checklists and know-how, and may reuse them.

19Confidentiality

19.1 Each party will keep the other's confidential information confidential and use it only for the purposes of the agreement.

19.2 We may refer to you as a client and describe the nature of the work in general terms for marketing purposes, unless you tell us in writing that you would rather we did not. We will not disclose confidential commercial detail, security arrangements or access information.

20Force majeure

20.1 We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including severe weather, fire, flood, utility failure, epidemic, industrial action, civil emergency, failure of transport or supply chains, or the act or default of a third party not under our control.

20.2 If such an event continues for more than 60 days, either party may end the affected agreement on written notice, and you will pay for work done and costs committed to that date.

21General

21.1 Assignment. You may not assign or transfer the agreement without our written consent. We may subcontract performance in accordance with clause 12.

21.2 Third party rights. A person who is not a party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

21.3 Entire agreement. The quotation, order confirmation, any service schedule and these terms are the entire agreement between us and supersede anything said or written beforehand. Neither party relies on any statement not set out in them. This does not limit liability for fraudulent misrepresentation.

21.4 Severance. If any provision is found to be unenforceable, the rest continues in force.

21.5 No waiver. A delay in enforcing a right does not waive it.

21.6 Notices. Notices must be in writing and sent to the address or email address on the invoice, or to info@noevero.com.

21.7 Variation. These terms may only be varied in writing signed by a director of Noevero Ltd.

22Governing law

22.1 The agreement and any dispute arising out of it are governed by the law of England and Wales.

22.2 The courts of England and Wales have exclusive jurisdiction.

22.3 Before commencing proceedings, the parties will consider in good faith whether the dispute can be resolved by negotiation or mediation.

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