1. Application and Entire Agreement

1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by D.C. DONOVAN GROUP LTD a company registered in England and Wales under number 04809805 whose registered office is at 12 Station Court Station Approach, Wickford, Essex, United Kingdom, SS11 7AT (we or us or Service Provider) to the person buying the services (you or Customer).

1.2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or fromthe date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

1.3. You acknowledge that you have not relied on any statement, promise or representation made or given byor on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Interpretation

2.1 A Business Day means any day other than a Saturday, Sunday or public bank holiday in England and Wales.

2.2 Headings are included for convenience only and shall not affect the interpretation of these Terms.

2.3 Words in the singular include the plural and vice versa where the context permits.

3. Our Services

3.1 We will provide the Services using reasonable care and skill and substantially in accordance with the specification contained within the quotation.

3.2 We may make reasonable changes to the Services where necessary to comply with applicable legislation, regulations or safety requirements. Where appropriate, we will notify you of any such changes.

3.3 We will use reasonable endeavours to complete the Services within any agreed timescale. However, unless specifically agreed otherwise in writing, time shall not be of the essence.

3.4 Unless expressly stated otherwise, these Terms also apply to any goods supplied by us in connection with the Services.

4. Your Obligations

4.1 You are responsible for obtaining any permissions, licences, consents or approvals required for us to carry out the Services.

4.2 You must provide us with safe and reasonable access to all relevant premises, information, materials and facilities required to perform the Services.

4.3 Where you fail to comply with your obligations, we may suspend or terminate the Services where reasonably necessary.

4.4 We shall not be liable for any delay or failure in providing the Services where this results from your failure to comply with your obligations under these Terms.

5. Fees and Charges

5.1 The fees payable for the Services (the Fees) will be set out in the relevant quotation.

5.2 Unless otherwise stated, we may recover reasonable additional costs incurred in connection with providing the Services, including:

a) reasonable travelling, accommodation, subsistence and associated expenses;

b) charges for services provided by third parties where required to complete the Services; and

c) the cost of materials or equipment required for the provision of the Services.

5.3 Any additional Services requested by you that are not included within the original quotation may be charged at our applicable rates or at another rate agreed between the parties.

5.4 Unless expressly stated otherwise, all Fees are subject to any applicable VAT and other taxes or charges imposed by a relevant authority.

6. Cancellation and Amendments

6.1 We may withdraw, cancel or amend a quotation where it has not been accepted within five days of the quotation date, unless otherwise stated or agreed in writing.

6.2 Either party may cancel an order prior to acceptance of the quotation.

6.3 If you wish to amend the Services, you must notify us in writing as soon as reasonably possible. We will use reasonable endeavours to accommodate the requested changes, but any additional costs may be added to the Fees.

6.4 Where circumstances outside our reasonable control require us to alter the Services or the method by which they are provided, we will notify you as soon as reasonably practicable and seek to minimise any disruption.

7. Payment

7.1 We will invoice you for the Fees either upon completion of the Services or in accordance with the payment schedule set out in the quotation.

7.2 Unless otherwise agreed in writing, all invoices must be paid within 30 days of the invoice date.

7.3 Time for payment shall be of the essence.

7.4 If payment is not received when due, we reserve the right to charge interest on overdue amounts at a rate of 5% per annum above the Bank of England base rate, subject to any applicable statutory rights.

7.5 All payments must be made in full without deduction, withholding, set-off or counterclaim except where required by law.

7.6 Where payment remains overdue, we may suspend further Services and cancel any future Services arranged with you.

7.7 Receipts will be issued upon request.

7.8 Unless otherwise agreed in writing, all payments must be made in British Pounds Sterling.

8. Subcontracting and Assignment

8.1 We may assign, transfer, charge, subcontract or otherwise deal with any of our rights or obligations under these Terms where reasonably necessary for the provision of the Services.

8.2 You may not assign, transfer, subcontract or otherwise deal with your rights or obligations under these Terms without our prior written consent.

9. Termination

9.1 We may terminate the provision of the Services immediately where you:

a) commit a material breach of these Terms;

b) fail to pay any amount due under the Contract by the required payment date; or

c) become insolvent, enter into liquidation, administration, a voluntary arrangement or any similar insolvency process, or where we reasonably believe that such circumstances are likely to occur.

10. Intellectual Property

10.1 We retain all copyright and other intellectual property rights relating to any materials, documents or goods supplied in connection with the Services.

10.2 We reserve the right to take appropriate action to protect our intellectual property rights where necessary.

11. Liability and Indemnity

11.1 Our liability arising under or in connection with these Terms, whether in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise, shall be subject to the provisions of this section.

11.2 Subject to clause 11.5, our total liability shall not exceed the total Fees payable by you under the relevant Contract.

11.3 We shall not be liable for:

a) any indirect, special or consequential loss, damage, costs or expenses;

b) loss of profits, anticipated profits, business, data, reputation, goodwill or business opportunity;

c) business interruption or third-party claims;

d) any failure or delay resulting from circumstances beyond our reasonable control;

e) losses arising from your failure to comply with your obligations under these Terms; or

f) losses arising from your choice or use of the Services or any goods supplied in connection with them.

11.4 You agree to indemnify us against reasonable losses, damages, costs and expenses arising from damage to equipment caused by you, your employees, agents or representatives.

11.5 Nothing in these Terms shall limit or exclude liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot lawfully be excluded or limited.

12. Data Protection

12.1 In providing the Services, we may have access to, store, transfer or otherwise process personal data relating to the Customer’s employees, representatives or other individuals.

12.2 Where we process personal data on behalf of the Customer, the Customer shall normally act as the data controller and Donovan Group Ltd shall act as the data processor, where applicable under relevant data protection legislation.

12.3 Terms including Personal Data, Processing, Data Controller, Data Processor and Data Subject shall have the meanings given to them under applicable data protection legislation.

12.4 We will only process personal data where reasonably necessary to provide the Services, fulfil our contractual obligations or comply with applicable legal requirements.

12.5 We will not retain personal data for longer than reasonably necessary for the purposes for which it is processed, subject to any legal or regulatory retention requirements.

12.6 We will only disclose personal data to employees, directors, agents, subcontractors or professional advisers where necessary and subject to appropriate confidentiality and security obligations, or where disclosure is required by law.

12.7 We will maintain appropriate technical and organisational measures designed to protect personal data processed in connection with the Services.

12.8 For enquiries or concerns relating to data protection, please contact us at operations@donovangroup.co.uk.

13. Circumstances Beyond a Party’s Control

13.1 Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay is caused by circumstances beyond its reasonable control.

13.2 Such circumstances may include, but are not limited to, industrial action, civil unrest, fire, flooding, severe weather, natural disasters, acts of terrorism, war, governmental action or other events outside the reasonable control of the affected party.

13.3 If such circumstances continue for a period of 90 days or more, either party may terminate the affected Services by providing written notice to the other party.

14. Communications

14.1 Any formal notice given under these Terms must be made in writing and signed by, or on behalf of, the party giving the notice where required.

14.2 Notices shall be deemed to have been received:

a) when delivered, where delivered by courier or other messenger during the recipient’s normal business hours;

b) when successfully transmitted, where sent by email and no delivery failure notification is received;

c) on the fifth Business Day after posting, where sent by standard post within the United Kingdom; or

d) on the tenth Business Day after posting, where sent by international airmail.

14.3 Notices must be sent to the most recent postal or email address notified by one party to the other.

15. No Waiver

15.1 Any delay or failure by either party to exercise a right or remedy shall not constitute a waiver of that right or remedy.

15.2 A waiver of any breach shall not prevent the affected party from exercising its rights in relation to any subsequent breach.

16. Severance

16.1 If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision shall be treated as severed to the extent necessary.

16.2 The remaining provisions shall continue in full force and effect.

17. Governing Law and Jurisdiction

17.1 These Terms and any dispute or claim arising from or in connection with them shall be governed by and interpreted in accordance with the laws of England and Wales.

17.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising under or in connection with these Terms.