Velvaere Studios Limited      

Terms & Conditions 2024 /2025

 

  

 

 

1.         Definitions & Interpretation

1. In these Standard Terms & Conditions, the following terms shall have the following meanings unless the context otherwise requires:

 

Act                                             means the Housing Grants, Construction and Regeneration Act 1996 (as amended).

 

CDM Regulations                      means the Construction (Design and Management) Regulations 2015 or any amendments thereto.

 

Company                                   means the company, organisation or individual to whom the Quotation is addressed.

 

Contract                                    means the contract between Velvaere and the Company for the carrying out of the Works, which shall incorporate the Quotation and any documents referred to therein and shall be subject to these Standard Terms & Conditions.

 

Confidential Information            means any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

 

Contract Sum                            means the sum payable to Velvaere by the Company for carrying out the Works.

 

Design Documents                   means any drawings, plans or specifications produced by Velvaere in connection with the Works.

 

Deposit                                     means that deposits are non-refundable unless clearly stated as a refundable deposit. Deposits are not part payment of the works.

 

Intellectual Property Rights        means the rights in all intellectual property arising out of or in connection with the Works, including but not limited to copyright, patents and design rights

 

Principal Designer                      means the principal designer appointed under regulation 5(1)(a) of the CDM Regulations to perform the specified duties in regulations 11 and 12 of the CDM Regulations.

 

Quotation                                  means the quotation issued by Velvaere to the Company.

 

Site                                           means the location where the Works are to be carried out. 

 

Velvaere                                    means Velvaere Studios Limited

 

Works                                       means the works to be carried out by Velvaere.

 

 

1. In these Standard Terms & Conditions, unless expressly stated otherwise or unless the context otherwise requires:

   1. any term importing gender includes any gender, and any term importing the singular includes the plural and vice versa.

   2. any reference to a clause is a reference to a clause of these Standard Terms & Conditions;

   3. the words “include” or “including” shall be construed without limitation;

   4. a reference to any enactment, statutory provision or subordinate legislation is a reference to such enactment, statutory provision or subordinate legislation as modified, re-enacted, replaced or extended from time to time, and a reference to an enactment or statutory provision includes reference to any subordinate legislation made under the enactment or statutory provision; and

   5. clause headings are for reference only and do not form part of or affect the interpretation of these Standard Terms & Conditions.

 

1. Contract Formation

   1. The Quotation provided by Velvaere shall, unless otherwise stated therein, remain open for acceptance for a period of 1 month from the date thereof. 

   2. A request from the Company for Velvaere to commence the Works shall constitute acceptance by the Company of these Standard Terms & Conditions. 

   3. Any terms and conditions contained in any document provided or submitted by the Company shall not apply as between the parties unless specifically agreed in writing by Velvaere.

 

1. Velvaere Obligations

   1. Velvaere warrants that:

      1. it shall carry out and complete the Works with due diligence and in a good and workmanlike manner;

      2. it shall provide goods and materials which are of a satisfactory quality and appropriate for use in the Works;

      3. it shall not use or permit to be used in the Works any materials which by their nature or application contravene any British Standard or EU equivalent, or which are generally considered to be deleterious within the building design professions;

      4. it shall keep the Site clear from rubbish, waste and debris; 

      5. it shall, where required to do so, fully comply with all applicable building regulations and the CDM Regulations, the Health and Safety at Work Act etc in its most recent form and all other current legislation relating to health and safety; 

      6. it shall treat as confidential all information relating to the Works, save as may be necessary for the performance of the Works or as the Company may otherwise allow in writing; and

      7. insofar as Velvaere is responsible for the design of the Works or any part thereof, there has been exercised and will be exercised the skill and care reasonably to be expected of duly qualified and experienced designers undertaking the design of works similar in scope and character to the Works or such part of the Works. 

   2. Velvaere may at its sole discretion use sub-contractors to carry out and complete the Works. 

   3. Velvaere shall not be required to carry out any instruction issued by the Company unless and until that instruction is confirmed to Velvaere in writing.

   4. Where the Company requires Velvaere to provide a collateral warranty to a third party, Velvaere shall provide such warranty provided always that the terms of the warranty are agreed and accepted by Velvaere and, furthermore, provided that Velvaere shall not be required to provide more than 3 collateral warranties in total. 

   5. If Velvaere becomes aware of any discrepancy, error or divergence in or between any detail, drawing, specification, quantity, document, instruction or data relating to the Works, it shall notify the Company and the Company shall issue instructions in that regard. 

   6. Velvaere shall undertake and comply with the relevant duties required of it as defined by the CDM Regulations. This status shall apply to all the Works undertaken by Velvaere unless specifically agreed otherwise in writing.

   7. Where required and where part of the Contract, Velvaere shall on behalf of the Company and at the Company’s expense, apply for building regulation and other local authority approvals. 

   8. For avoidance of doubt, Velvaere is only obliged to carry out the Works under the terms of the Contract. If any works are required to be carried out by the relevant local authority or relevant statutory body, then these works shall be treated as a variation pursuant to clause 8.

 

1. The Company’s Obligations

   1. The Company shall provide Velvaere, its servants, employees and agents with full access to the Site, as required by Velvaere, to carry out the Works.

   2. The Company shall provide Velvaere with all relevant information necessary to carry out the Works in a timely manner and shall issue all instructions to Velvaere in writing.

   3. The Company shall not hinder or prevent Velvaere from performing the Works.

   4. The Company shall ensure that the site is clear of all furniture and the like in order to give Velvaere employees, servants or agents a clear and undisturbed working environment. 

   5. The Company shall ensure that all required planning permissions and landlord consents are in place before the Works commence. 

   6. It is the Company’s responsibility under the CDM Regulations to appoint a Principal Designer for the Works if it is assessed that the complexity and duration of the Works requires so.  

 

1. Commencement, Progress & Completion

   1. The Company shall specify in writing the date on which the Works are to commence.

   2. Velvaere and the Company shall agree a date/dates by which, or a period/periods within which, the Works are to be completed. Velvaere shall endeavour to complete the Works by the date(s) or within the period(s) agreed. If no date(s) or period(s) for completion of the Works is agreed, Velvaere shall complete the Works within a reasonable time. 

   3. In the absence of any instructions from the Company, Velvaere shall progress the Works in a sequence and manner which it thinks fit. It is the Company’s responsibility to ensure that it notifies Velvaere of the requirements of any programme for the Works (including phasing or key completion dates), and any changes or revisions thereto.

   4. Velvaere shall confirm the date of practical completion of the Works to the Company in writing, which for the avoidance of doubt, will be when the Company’s premises where the Works are being carried out can be occupied for business purposes pursuant to the completion of those works. 

 

1. Attendances

   1. Unless expressly agreed otherwise in writing, the Company shall be responsible for providing and maintaining at its own cost:

      1. Site welfare facilities, including but not limited to toilets, canteens and washing and drying facilities;

      2. suitable supplies of water, light, power and heating as necessary, and readily accessible connection points to the same; and

      3. safe and dry storage space adjacent to the Works and appropriate parking facilities.

  and Velvaere, its servants, employees and agents shall be entitled to use the same in the

  carrying out of the Works.

1. Subject to clause 6.1, and unless otherwise agreed in writing, Velvaere shall provide all materials, goods, labour, plant, equipment and transport necessary to carry out and complete the Works. 

 

1. Site Conditions

   1. It shall be the Company’s responsibility to make all necessary inspections, investigations and surveys as to ground conditions, drainage and services and to ensure that the Site will be fit for the Works to be carried out. 

   2. Velvaere shall bear no responsibility whatsoever for the adequacy or suitability of the existing ground conditions of the Site or any adjoining property unless Velvaere has expressly agreed to do so in writing.

 

1. Variations & Dayworks

   1. No variation to the Works shall be effective, and Velvaere shall not be required to carry out any variation, unless it is agreed in writing, and the value of the variation is agreed between the parties with reference to the rates and prices set out in the Quotation. 

   2. Signature of daywork sheets by the Company shall constitute acceptance by the Company of the hours and rates detailed within those sheets.

   3. The agreed value of all variations and the cost of all dayworks shall be paid by the Company in accordance with the provisions of clause 13.

   4. The following rates apply for variation works where applicable;

8.4.1      site manager/foreman             £39.50ph

8.4.2       skilled tradesman                    £37.50ph

8.4.3       semi-skilled tradesman             £27.50ph

8.4.4       labourers                                £22.00ph

8.4.5       plant materials, waste management and disposal at cost +35%

8.4.6       travelling and parking at cost +35% 

8.4.7       weekend/bank holiday rates at double time

 

 

 

 

1. Extension of Time

   1. If the Company has specified a date(s) or period(s) for completion of the Works and Velvaere has been or is likely to be delayed in completing the Works by such date(s) or within such period(s) due to:

      1. any variation to the Works;

      2. any default or breach of the Contract by the Company;

      3. suspension by Velvaere pursuant to clause 14; or

      4. any other matter beyond Velvaere’s reasonable control

      5. Velvaere shall within a reasonable time thereafter give written notice to the Company detailing the delay(s) and the anticipated effects thereof. 

10.2      The Company and Velvaere shall, insofar as possible, agree on a reasonable extension of time for the completion of the Works.

 

1. Loss and Expense

   1. If the progress of the Works is affected by:

10.1.1       access to the Site being impeded;

10.1.2       any variation to the Works;

      10.1.3       any default or breach of the Contract by the Company;

10.1.4       any other matter beyond Velvaere’s reasonable control Velvaere shall within a reasonable

                time thereafter give written notice to the Company detailing the matter(s) affecting the

                progress of the Works and the loss and/or expense Velvaere has incurred. The Company

                and Velvaere shall agree on a reasonable amount of loss and/or expense to be paid to

                Velvaere. Deposit monies shall remain non-refundable.

1. Velvaere shall have no liability to the Company for any consequential loss arising out of or in connection with the provision of any goods or services pursuant to the Contract (except in respect of death or personal injury resulting from negligence on the part of Velvaere, its servants or agents.)

 

1. Title in Goods & Materials 

   1. The risk in all goods and materials intended for inclusion in the Works shall pass to the Company upon delivery to the Site. 

   2. Notwithstanding the passing of risk, title in all goods and materials shall only pass to the Company when payment for the same is received in full by Velvaere. 

 

1. Insurance

   1. Velvaere shall have no responsibility for loss or damage to the Works, the Site or materials and goods on Site. It shall be the Company’s responsibility to obtain a policy of insurance to cover the risk of loss or damage to the Works, the Site and materials and goods on Site.

   2. Velvaere warrants that there is in force a policy of insurance to cover Velvaere’s liability in respect of personal injury, death and injury or damage to property arising out of, in the course of or in connection with the carrying out of the Works by Velvaere. 

   3. Insofar as Velvaere is responsible for the design of the Works or any part thereof, Velvaere shall exercise reasonable endeavours to hold and maintain professional indemnity insurance at all times until 6 years after the date of practical completion of the Works, provided always that such insurance is available at commercially reasonable rates and terms. 

   4. When reasonably required to do so by the Company, Velvaere shall provide documentary evidence that the policies of insurance specified in this clause 12 are being maintained. 

 

1. Payment

   1. The Contract Sum is not a fixed price and if after the date of the Quotation there is a variation in the scope the Contract Sum will be varied accordingly. The Contract Sum shall be exclusive of VAT.

   2. The Contract Sum shall be paid to Velvaere in accordance with the Cash Flow Forecast.

   3. Deposits are non-refundable unless clearly stated as a refundable deposit. Deposits are not part payment of the works.

   4. The due date for payment shall be the date of submission by Velvaere of each invoice for each stage payment referred to in clause 13.2. 

   5. The final date for payment of each stage payment shall be 14 days after the relevant due date. 

   6. Not later than 5 days after each due date for payment, the Company shall give a notice (the “Payment Notice”) to Velvaere specifying the sum the Company considers to be or to have been due at the due date in respect of the relevant stage payment and the basis on which that sum is calculated. The sum the Company considers to be due shall be calculated by reference to Velvaere’s relevant invoice. If no such Payment Notice is issued, the Company shall, subject to any Pay Less Notice being given under clause 13.6, pay the full value of Velvaere’s invoice by the relevant final date for payment.

   7. If the Company wishes to pay less than the sum set out in any Payment Notice (or Velvaere’s invoice in default of service of a Payment Notice), the Company shall, not later than 5 days before the relevant final date for payment, issue a written notice to Velvaere specifying the sum the Company considers to be due at the date the notice is given and the basis on which that sum is calculated (the “Pay Less Notice”).

   8. Unless otherwise agreed in writing by Velvaere, the Company shall not deduct any retention monies from any stage payment.

   9. In the event of the Company failing to pay any sum properly due to Velvaere by the final date for payment, Velvaere shall be entitled to charge interest on such overdue sum at the rate of 8% per annum above the official interest rate of the Bank of England. 

   10.  

 

1. Suspension

   1. If any sum properly due under the Contract is not paid by the Company by the relevant final date for payment, Velvaere may give 7 days’ notice of its intention to suspend performance of any or all of its obligations under the Contract, specifying the grounds for suspension. Should the Company fail to pay the sum due after the expiry of the 7 day notice period, Velvaere may suspend the performance of any or all of its obligations under the Contract, in which case Velvaere shall be entitled to recover from the Company a reasonable amount in respect of costs and expenses it reasonably incurs as a result of the exercise of that right. 

 

1. Intellectual Property Rights

   1. Except to the extent that the Works are constructed to a design or specification provided by the Company, all Intellectual Property Rights in or arising out of or in connection with the Works shall be owned by Velvaere. 

   2. Subject to all sums due and payable under the Contract to Velvaere having been paid, the Company shall be granted a non-exclusive licence to copy and use the Design Documents and to reproduce the designs and content of them for any purpose relating to the Works.  

   3. This clause 15 shall survive termination of the Contract.

 

1. Defects

   1. If the Company alleges that there is any defect in the Works, it must notify Velvaere in writing within 6 months of the date of practical completion of the Works and, if Velvaere agrees that there is a defect in the Works, Velvaere shall rectify the same within a reasonable time thereafter. The Company shall provide Velvaere, its employees, servants or agents with full access to the Site, as required by Velvaere, to review alleged defects and rectify agreed defects.

   2. The Company shall have no right or remedy against Velvaere in respect of any alleged defect, whether arising during the 6 month period referred to in clause 16.1 or otherwise, unless the Company has given written notice of the defect to Velvaere as soon as the alleged defect became apparent and provided Velvaere with the opportunity to remedy the alleged defect in the first instance.

   3. Velvaere offers no warranty whatsoever in respect of goods or materials incorporated into the Works, save for any warranty or guarantee given by the manufacturer of such goods or materials.

   4. Velvaere offers no warranty whatsoever that any goods, materials or workmanship will be suitable for any particular purpose or meet any particular performance specification or requirement, notwithstanding that such purpose or condition may be known or made known to Velvaere.

 

1. Liability

   1. Velvaere’s total and aggregate liability to the Company in respect of all matters arising out of, under or in connection withthe Contract, including (without limitation) any breach of Velvaere’s obligations under the Contract, whether arising in contract, tort, statute, strict liability or otherwise, shall not exceed the Contract Sum.

   2. Velvaere shall have no liability whatsoever to the Company arising out of, under or in connection with the Contract for loss of actual and/or anticipated profits and/or overheads, loss of contracts with any third party, liquidated damages payable to a third party by the Company, costs of attempted mitigation and indirect, special, incidental and/or consequential losses or damages.

   3. No claims or proceedings arising out of or in connection with the Contract and/or the Works shall be brought against Velvaere after the expiry of 6 years following the date of practical completion of the Works.

   4. Nothing in this clause 17 shall exclude or limit Velvaere’s liability for death or personal injury caused by Velvaere’s negligence or for any other matter in respect of which the law provides that liability may not be excluded or limited.

 

1. Termination 

   1. Either party shall be entitled to terminate the employment of Velvaere under the Contract forthwith upon written notice if:

      1. the other party commits a breach of any of the provisions of the Contract and fails to remedy the same within 30 days after receipt from the party not in breach of a written notice giving full particulars of the breach required to be remedied; or

      2. the other party becomes insolvent as defined in sections 113(2) to 113(5) of the Act.

   2. Where Velvaere terminates its employment under the Contract, Velvaere shall be entitled to be paid the value of the Works carried out to date (less any sums already paid), its reasonable demobilisation costs and a reasonable sum in respect of loss of profit. 

   3. Where the Company terminates the employment of Velvaere under the Contract, Velvaere shall be entitled to be paid the value of the Works carried out to date, loss of profit on outstanding works (less any sums already paid). Deposit monies shall remain non-refundable.

   4. Termination of the Contract, however arising, shall not affect any of Velvaere’s rights and remedies that have accrued as at the date of termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. 

 

1. Obligations on termination 

   1. On termination of the employment of Velvaere under the Contract, the Company shall promptly: 

      1. return to Velvaere all equipment, materials and property belonging to Velvaere which was supplied to the Company in connection with the Works under the Contract. 

      2. return to Velvaere all documents and materials (and any copies) containing Velvaere’s    Confidential Information. 

      3. erase all of Velvaere’s Confidential Information from its computer systems (to the extent                                 possible); and

      4. on request, certify in writing to Velvaere that it has complied with the requirements of this clause 19.

 

1. Force Majeure

   1. Velvaere shall have no liability or responsibility to the Company for any failure to fulfill its obligations under the Contract if such failure is caused by any occurrence beyond the responsibility and reasonable control of Velvaere, including any act of war, rebellion, revolution, military power or terrorism; radioactive contamination; fire; government restrictions and any weather event or natural disaster which is shown to occur on average less frequently than once every 10 years in the UK when compared with publicly available records

   2. If an occurrence of the type referred to in clause 20.1 continues for a period of 3 months, either party may determine the Contract by service of a written notice, in which case Velvaere shall be entitled to be paid the value of the Works carried out to date (less any sums already paid). Deposit monies shall remain non-refundable.

 

1. Entire Agreement

   1. The Contract constitutes the entire agreement and understanding between the parties in relation to the Works and supersedes all previous agreements (whether written or oral) between the parties relating to the Works. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any written or oral statement, representation, misrepresentation, assurance or warranty (whether made negligently or innocently, and whether express or implied) other than as expressly set out in the Contract. Nothing in this clause 21.1 shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

 

1. Notices 

   1. Any Payment Notice or Pay Less Notice to be given in accordance with the Contract shall be delivered by hand, sent by first class post or sent by email. Any other notice to be given under the Contract shall be sent by first class post or recorded delivery or delivered by hand. 

   2. Notices delivered by hand shall be deemed to be received on the working day on which they were delivered, or if the notice was not delivered on a working day, on the next working day after the date of delivery. Notices sent by first class post or recorded delivery shall be deemed to be received on the second working day after the date of posting. Notices sent by email shall be deemed to be received on the same working day that the email is sent. If the email is sent after 5:00pm or not on a working day, the notice shall be deemed to be received on the next working day.

   3. This clause 22 shall survive termination of the Contract.  

 

1. Third Party Rights

   1. The Contract is not intended to confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

 

1. Waiver

   1. No failure or delay on the part of either party to exercise any right or remedy under the Contract shall be construed or operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

 

1. Severance

   1. If any provision of the Contract is held by a court or other relevant tribunal to be invalid or unenforceable it shall be severable and shall be deemed omitted from the Contract to the extent necessary to prevent such invalidity or unenforceability and the remaining provisions shall continue to have full effect.

 

26.      Bribery Act 

26.1     Velvaere shall comply with all applicable laws, statutes, regulations and codes relating to anti bribery and anti-corruption including, but not limited to, the Bribery Act 2010.

 

1. Slavery Act 

      27.1     In performing its obligations under the Contract, Velvaere shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes in force including but not limited to, the Modern Slavery Act 2015.

 

1. Disputes 

28.1     If any dispute or difference arises between Velvaere and the Company under or in relation to the Contract, either party may give written notice at any time of its intention to refer the dispute to adjudication. Any adjudication shall be governed by the Scheme for Construction Contracts (England & Wales) Regulations 1998 (as amended). The adjudicator nominating body shall be the Royal Institution of Chartered Surveyors.

1. The Contract shall be governed by English law and the English courts shall have jurisdiction with regard to all matters arising under it.