1. Interpretations

1.1 In these Terms and Conditions (’the Conditions’)

‘Client’ means the person, firm or organisation named on the Order Form for whom Signboard has agreed to provide the Services in accordance with these Conditions;

‘Commencement Date’ means the date on which the supply of the Services will commence as specified in the Order Form;

‘Contract’ means the contract for the provision of the Services made between Signboard and the Client;

‘Fees’ means the fees payable by the Client for the Services as set out in the Order Form or as otherwise agreed between the parties from time to time in writing;

‘Services’ means the services relating to the design, construction and installation/erection of temporary signs provided by Signboard to the Client;

‘Sign’ means a temporary sign or board manufactured and installed by Signboard for the Client;

‘Signboard’ means Signboard Services Limited a company registered in England and Wales under company number 4050007 whose registered office is at Office 1, The Coach House, 24-26 Station Road, Shirehampton, Bristol, BS11 9TX;

‘Site’ means the site specified in the Order Form where the Sign is to be erected, 

‘Site Owner’ means the owner of the Site;

‘Term’ means the term of the Contract pursuant to clause 3.

1.2 By providing written confirmation of acceptance of the scale drawing of the Sign and quotation the Client shall be deemed to have accepted and agreed that the supply of the Services by Signboard shall be in accordance with these Conditions.

1.3 No variation of these Conditions shall apply unless confirmed in writing by or on behalf of a Director or Signboard.

1.4. These Conditions together with the Order Form constitute the whole agreement between the parties and supersede any prior promises, representations, undertakings or implications whether written or oral.

2. Supply of Services

2.1 On receipt of instructions from the Client, Signboard shall provide the Client with a scale drawing of the Sign and quotation. The Client must provide written confirmation of acceptance of the Sign and the quotation (‘Order Form’) before Signboard will commence work. It is the Client’s responsibility yo check the scale drawing thoroughly for errors before confirming acceptance.

Signboard shall not be liable for any errors not corrected by the Client in the Order Form once it has been approved in writing by the Client.

2.2 The Order Form shall for part of the Contract.

2.3 If Signboard is prevented or delayed from performing any of its obligations under these Conditions by the reason of any act or omission of the Client (other than under clause 8) then notwithstanding anything else in these Conditions the Client shall pay Signboard all reasonable costs, charges and losses sustained or incurred by Signboard which are attributable to such act or omission.

3. Term

3.1 Subject to clause 7, the supply of the Services shall commence on the Commencement Date and end once the Sign has been first erected at Site.

4. Fees and Payment

4.1 Any quotation given for the Services shall only be deemed to be accepted following written confirmation of acceptance of the Order Form by the Client. The Fees shall be the fees set out in the Order Form or as otherwise agreed in writing between the parties.

4.2 All prices, fees, charges, disbursements, expenses and other sums payable are exclusive of and subject to any Value Added Tax which shall be paid by the Client in addition on payment for the Services.

4.3 Unless otherwise stated the Fees are payable within 30 days from the date of Signboard’s invoice.

4.4 No payments shall be deemed to have been received by Signboard until it has received cleared funds.

4.5 All payments payable to Signboard under the Contract shall become due immediately on termination of the Contract despite any other provision.

4.6 The client shall make all payments due under the Contract without and deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

4.7 If the Client fails to pay any sum due under the Contract on the due date (as set out in clause 4.3), Signboard shall be entitled, without limiting any other rights it may have to charge interest on the outstanding amount at the rate of 3% above the base lending rate from time to time of the Bank of England accruing on a daily basis until payment is made whether before or after judgment. Signboard reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

4.8 In the event that Signboard has agreed with the Client to invoice a third party (as detailed in the Order Form) directly, the Client will indemnify Signboard for the full Fees set out in the invoice and for all associated costs and expenses incurred and interest accrued where the their party fails to pay in accordance with the provisions in clause 4.

4.9 The Client agrees that in the event that Signboard has to hire powered access or any other access equipment or the services of abseilers to install a Sign, then on collections of the Sign, Signboard will charge the Client the costs of hiring such equipment or such abseilers if required to remove the Sign.

5. Illegal Matter

5.1 Signboard shall not be required to print or produce any matter which in its opinion is or may be of an illegal or libellous mature or which in Signboard’s opinion may be prejudicial or detrimental to the goodwill of Signboard. Signboard is under no obligation to make the Client aware that it considers that the content, size or location of the Sign may be illegal or libellous and the provision of clause 6.5 shall apply in this regard.

5.2 The Client shall obtain all third party consents, rights and licences as may be required in order to allow Signboard to provide the Services.

5.3 The Client shall indemnify Signboard in respect of any loss, damages, costs (including reasonable legal fees), expenses and any other claims arising out of any breach by the Client of clause 5.

6. Warranties and Liabilities

6.1 Signboard warrants to the Client that the Services will be provided using reasonable care, skill and workmanship. Signboard does not warrant or guarantee that the Sign will remain properly and securely erected in severe weather conditions, abnormal surrounding work conditions, or in the event of wilful damage, alteration or misuse by the Client or a third party.

6.2 Signboard does not warrant that the Sign will increase the profitability of the Client’s business or generate new business for the Client.

6.3 The Client accepts and acknowledges that responsibility and ownership of the Sign shall pass to and remain with the Client or the Site Owner once the Sign has been erected and subject to clause 6.1, Signboard shall not be responsible for any loss or damage caused by the Sign if the Client fails to take appropriate measures to mend it if the Sign deteriorates or requires repairs.

6.4 Signboard will not carry our any survey of the Site where the Sign is to be erected and will not be responsible for making sure that the specifications for the Sign provided by the Client are suitable for the Site. Signboard shall not be responsible for any loss, damages, costs or other expenses incurred as a result of any damage caused by the Sign due to its oversize.

6.5 Signboard agrees to manufacture the Sign in accordance with the scale drawing of the Sign as per clause 2.1. Signboard is not responsible for ensuring that the Sign complies with The Town and Country Planning (Control of Advertisements) Regulations 2007 or any other statue or legislation governing the size, location or content of the Sign in force from time to time.

6.6 The Client accepts and acknowledges that it is the sole responsibility of the Client to ensure that the Sign conforms with any such legislation. Signboard shall not be responsible for any costs incurred by the Client (including but not limited to the costs of defending any enforcement action) as a result of the Client’s failure to do so.

6.7 The Client accepts and acknowledges the the Signs are for temporary use only and will not last for more than one year. If the Sign is no longer needed, the Client is responsible for removing it or for any damage caused as a result of failure to remove it unless Signboard is asked to remove it and fails to do so within two weeks of the date scheduled for its removal as agreed between the parties.

6.8 The Client agrees and acknowledges that when a Sign is removed there may be minor mechanical damage, such as drill holes, or discolouration to the building in the place where the Sign was positioned. Signboard shall not be responsible for rectifying such damage.

6.9 In the event that Signboard no longer manufactures and installs Signs for the Client, Signboard will only remove Signs if the Client pays Signboard’s cost for doing so.

6.10 The Client is responsible for checking the Sign o installation and must report any faults or defects to Signboard with 3 working days of installation. Signboard is not responsible for any defects to the Sign which are not reported within this time period.

6.11 Signboard has public insurance cover for 10,000,000GBP. Subject to provisions of this clause 6, Signboard’s total liability to the Client in respect of damage to property or injury caused by the Services is limited to an aggregate of 10,000,000GBP and the Client is responsible for making its own arrangements for the insurance of any excess loss. Subject to the provisions of this clause 6 Signboard’s total liability to the Client in relation to any other loss is limited to the total Fees.

6.12 Nothing in this Contract shall exclude or limit Signboard’s liability to the Client for:

6.12.1 Death or personal injury caused by Signboard’s negligence or fraud or fraudulent misrepresentation; or

6.12.2 Any other matter for which it would be illegal or unlawful for Signboard to exclude or attempt to exclude liability.

6.13 Subject to the provisions of this clause 6, Signboard shall have no liability to the Client under this Contract whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any or indirect or consequential loss in the form of loss of profit, loss business, damage to goodwill, loss of data or wast of time.

6.14 If the Client is acting as agent for a Site Owner the Client understates to ensure that the Site Owner understands and adheres to these Conditions.

6.15 The Client shall indemnify and keep Signboard indemnified against all loss, expenses, damages or other costs, howsoever arising out of a breach by the Client or the Site Owner of these Conditions.

7. Termination

7.1 If the Client:

7.1.1 has an encumbrancer take possession of or a receiver or administrator or administrative receiver appointed over any of its property or assets; or

7.1.2 makes a voluntary arrangement with its creditors or become a subject to an administration order or bankruptcy order; or

7.1.3 enters into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bought by or assume the obligations of the Client under these Conditions); or

7.1.4 ceases or threaten to cease to carry on business:

then and in any such case Signboard shall have the right (without prejudice to any of its other remedies) to terminate the contract forthwith by written notice to the Client.

7.2 The termination of the Contract for whatever reason shall be without prejudice to the rights and obligations of the parties accrued up to and including the date of such termination.

8. Force Majure

8.1 Signboard reserves the right to postpone or cancel the contract without liability to the Client if it is prevented from or delayed in carrying out the Services due to circumstances outside its reasonable control. This includes (without limitation) strike, lock-out or other industrial action (whether or not relating to either parties workforce), terrorist activity, civil commotion, government action, acts of God, war or national emergency or other circumstances beyond Signboard’s reasonable control. If the event in question continues for a continuous period in excess of three months then either party shall be entitled to give notice in writing to terminate the Contract.

9. Notices and Service

9.1 Any notice required under these Conditions or by statute, law or regulation shall (unless otherwise provided) be in writing and delivered in person, sent by registered mail or sent by email or facsimile to the respective parties address as set out above or as each party may from time to time designate by notice hereunder. Any such notice shall be considered to have been given on the first working day of actual delivery or sending by facsimile or email or in any event within 2 working days after it was posted in the manner hereinbefore provided.

10. Miscellaneous

10.1 The headings to the Conditions are for convenience only snd shall not affect their construction.

10.2 Where the context so admits reference in these Conditions to one gender shall include the other gender and words denoting the singular shall include the plural and vice-versa.

10.3 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that stature or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

10.4 Failure or delay by Signboard in enforcing or partially enforcing any provision of these Conditions shall not be construed as a waiver of any of its rights under these Conditions or the Contract. No waiver of any of these Conditions by either party shall be deemed to be a further or continuing waiver of any subsequent breach of that term or condition or any other term or condition.

10.5 The client shall not be entitled to assign or sub-licence or part with possession of any of its rights or liabilities hereunder. Signboard shall be free to sub-contract the performance of all or part of its obligations hereunder.

10.6 A person who is not party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.

10.7 These Conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England.

10.8 The partied irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions.