STANDARD TERMS AND CONDITIONS OF BUSINESS 

2018 FEBRUARY

1. Definition of Parties and Binding Agreement

1.1. The Parties: This agreement is made between the service and material provider ([Sleepwell Security (11206222)], also referred to as the "Company", "we", "us", or "our") and the individual, business, or legal entity who receives the estimate, places a work order, or authorises the services (the "Client", also referred to as "you" or "your").

1.2. Legally Binding Nature: Upon acceptance of an estimate or placement of a work order, the Client enters into a legally binding contract. The Client assumes full, personal, or corporate liability for the total financial obligations and payment terms outlined herein.

1.3. Methods of Acceptance: These terms are deemed automatically accepted by the Client upon the placement or confirmation of a work order. Acceptance includes, but is not limited to, orders placed via the following methods:

• Verbal: Spoken directly in person or over the telephone.

• Written Communication: Sent via Email, WhatsApp, SMS text message, or any other commonly used physical or digital communication channel.

2. Retention of Title (Recovery of Materials)

2.1. Ownership of Goods: Notwithstanding delivery, installation, or the commencement of works, legal and beneficial title to all materials, fixtures, and goods supplied remains solely with the Company. Title and ownership shall not pass to the Client until the Company has received full, cleared payment of all outstanding invoices, including any accrued interest or late fees.

2.2. Right of Entry and Recovery: In the event of a default or failure of payment by the Client past the specified payment terms, the Company, its employees, or its authorised agents reserve an absolute, irrevocable legal right to enter any land or premises where the materials are located to inspect, reclaim, and recover the goods.

2.3. Detachment of Goods: The Client acknowledges that the Company may safely detach and remove any installed items or materials if the Client fails to clear the outstanding balance. The Client shall be liable for all costs associated with the repossession and removal of these materials.

3. Estimates, Pricing, and the Upfront Material Discount

3.1. Material Deposit: Payment for all installation materials must be made upfront and in full before any work commences on-site.

3.2. The Prompt Incentive Discount: All estimates and invoices incorporate a direct 20% conditional discount. This discount is granted specifically to assist the Client and incentivize the upfront payment of required materials. The applied discount will be explicitly itemised and demonstrated on all issued estimates and invoices.

3.3. Bespoke Arrangements: For alternative or special payment terms, the Client must contact the Company prior to the commencement of work so that an amended payment schedule can be formalised directly on the estimate or invoice.

4. Final Payment Terms

4.1. Outstanding Balance: Following the practical completion of the contracted works, the Client must pay the remaining outstanding balance within 15 calendar days from the date the invoice is issued, unless an alternative timeframe is explicitly stated in writing on the invoice.

4.2. Cleared Funds: Payments must be made in British Pounds Sterling (£) via electronic bank transfer to the account designated on the invoice.

5. Late Payments, Revocation of Discounts, and Debt Recovery

5.1. The Overdue Trigger: If any final balance remains unpaid past the initial 15-day payment window, the invoice is formally classified as overdue.

5.2. Forfeiture of Discounts: In the event of a late payment, all conditional 20% discounts previously offered or displayed on estimates and invoices are immediately voided and revoked. The full, undiscounted value of the work will automatically be reinstated, added back to the invoice total, and become immediately payable.

5.3. Contractual Interest Rate: If an invoice remains unpaid for more than 31 calendar days from the invoice issue date, a fixed contractual late payment interest rate of 18.99% per annum applies automatically to the updated outstanding balance.

5.4. Interest Calculation: Interest will be calculated on a simple, daily basis starting from Day 32 until full, cleared payment is received using the following formula:

\(\frac{\text{Total\ Overdue\ Balance\ (Reinstated)}\times 0.1899}{365}\)5.5. Statutory Compensation Fees: In accordance with UK late payment guidelines and to cover external recovery overheads, the Company reserves the right to automatically apply statutory compensation fees on Day 32, structured as follows: £40.00 for debts under £1,000; £70.00 for debts from £1,000 to £9,999.99; and £100.00 for debts of £10,000 or more. If formal legal collection is initiated on or after Day 62, all official HM Courts & Tribunals Service filing fees will be claimed directly from the debtor.

6. Exclusion of Liability for Unauthorised Modifications and Testing

6.1. Strict Prohibition on Unauthorised Access: The Client must not perform, permit, or commission any modifications, alterations, performance adjustments, safety or compliance testing, or structural changes to any materials or systems installed by the Company without our explicit prior written approval.

6.2. Requirement for Physical Presence: To maintain system safety and integrity, any authorised testing, adjustment, or alteration requires a designated representative of the Company to be physically present on-site during the procedure, unless an alternative arrangement has been specifically and explicitly agreed upon beforehand in Written Communication only.

6.3. Complete Absolute Liability Waiver: The Company accepts zero liability for any operational failures, system damage, property damage, personal injury, financial loss, or consequential damages arising directly or indirectly from testing, adjustments, or modifications conducted by the Client, the property owner, or any third-party service provider without the Company's explicit written approval and physical oversight.

6.4. Indemnity: The Client agrees to fully indemnify and hold the Company harmless against any third-party claims, legal costs, or regulatory fines resulting from unauthorized tampering, unapproved tests, or modifications made to our installations.

7. Warranties and Guarantees

7.1. Material Warranty: All newly installed materials are supplied with a standard 12-month manufacturer’s warranty, subject to the specific terms, conditions, and limitations outlined by the respective manufacturer.

7.2. Workmanship Guarantee: The Company provides a 12-month workmanship guarantee on all newly installed items, covering defects directly resulting from faulty installation or execution.

7.3. Exclusions & Automatic Voiding: This workmanship guarantee does not cover defects arising from general wear and tear, wilful damage, accidental damage, customer negligence, or unauthorized modifications made to the installation by third parties. Crucially, any unauthorized testing, alteration, or modification by the Client or a third-party service provider (in breach of Section 6) shall instantly and completely void all workmanship guarantees provided by the Company. All warranties and guarantees are strictly subject to the invoice being paid in full.

8. Entire Agreement and Intellectual Property

8.1. Entire Agreement: These Terms and Conditions constitute the entire agreement between the Company and the Client. They supersede all prior agreements, promises, warranties, representations, and understandings between us, whether written or oral. No variation of these terms shall be effective unless it is expressly agreed in writing and signed by an authorized representative of the Company.

8.2. Intellectual Property: The content, structure, and text of these Terms and Conditions are the intellectual property of the Company. All rights are reserved. No part of this document may be reproduced, copied, or modified by any third party for commercial use without our prior written consent.