Customer Terms and Conditions

“Customer” means the legal person identified in the accepted quotation or order. “Company”, “we” and “us” mean Black & White Facilities Limited. “Services” means the work, goods and deliverables in the accepted scope. “Site” means the location at which the Services are performed. “Contract” means the documents identified in clause 14.

A quotation is an invitation to place an order and remains open for the period stated in it. No contract arises until we accept the order in writing or begin work with the customer's authority. Pricing is based on the information and access available at quotation.

The Customer accepts through an approved method stated in the Contract Formation and Acceptance Standard. The quotation identifies these terms by reference, version and effective date. We preserve the version supplied at acceptance.

The price, charging basis, VAT treatment and payment period are stated in the quotation or invoice. Undisputed invoices must be paid by the due date. We may charge statutory interest and recovery costs on late commercial payments and may suspend work after reasonable notice where payment is overdue.

Black & White Facilities Limited has applied for VAT registration. VAT is charged, accounted for and invoiced only in accordance with the registration's effective date and applicable law. Any required post-registration VAT adjustment is dealt with transparently and supported by a valid VAT invoice.

A change to scope, quantity, access, sequence, programme or conditions may alter price and time. Variations should be agreed in writing. Urgent work reasonably required to protect people, property or service continuity may be undertaken where prior approval is impracticable, subject to the authority and limits agreed for the service.

We may use appropriately selected suppliers and subcontractors. We remain responsible for managing the services we have contracted to provide, subject to the agreement and any named specialist responsibility.

Dates are estimates unless expressly identified as binding. We notify the customer of material delay. We are not liable for delay caused by unsafe conditions, lack of access, customer or third-party default, unavailable parts, utility failure, severe weather, emergency, legal restriction or another event beyond reasonable control.

The customer must inspect completed work and notify an apparent defect promptly with reasonable detail and access for investigation. Where work does not meet the agreement because of our breach, we may rectify or re-perform it within a reasonable period. This does not cover fair wear, misuse, unauthorised alteration, pre-existing defects or failure outside our scope.

Cancellation charges may include work performed, committed labour, non-returnable materials, supplier charges and reasonable demobilisation costs. Either party may terminate for a material breach not remedied within a reasonable written period, or immediately for insolvency, illegality or serious safety or integrity concerns where lawful.

Nothing excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, liability is limited to loss that was reasonably foreseeable and directly caused by breach. Neither party is liable for indirect or consequential loss. Any financial cap stated in the accepted quotation or contract applies.

Each party must take reasonable steps to mitigate loss. A limitation or exclusion applies only so far as lawful and reasonable, including under the Unfair Contract Terms Act 1977. Nothing excludes the Customer's obligation to pay properly due charges or liability for deliberate infringement of the other party's intellectual property or breach of confidentiality where exclusion would be unreasonable.

Each party protects confidential information and uses it only for the agreement, except where disclosure is authorised or legally required. Personal information is handled under the applicable privacy notice and data-protection law.

The parties first seek to resolve disputes through good-faith discussion. The agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction unless a signed contract states otherwise.

The accepted quotation, any signed contract and these terms form the agreement. A signed contract prevails over a quotation, and a quotation prevails over these terms, to the extent of inconsistency.

A customer purchase order or work order is an administrative instruction and does not incorporate the customer's standard purchasing, portal, onboarding or supplier terms. Those terms apply only where an identified provision is expressly accepted in writing by an authorised representative of Black & White Facilities Limited. Attendance, performance, invoicing or use of a purchase-order number does not by itself accept competing terms.

The customer identifies people authorised to approve expenditure, variations and contractual decisions. A site representative may provide access, identify the reported issue, sign attendance records and request reasonable connected work within a communicated authority limit, but cannot change payment, liability, warranty or these terms.

Where the customer acts for an owner, occupier, landlord or end client, it confirms it has authority to instruct the work and procure necessary access, testing, isolation and other permissions. The customer remains responsible for payment unless another legal person is expressly accepted as customer.

A diagnostic call-out uses reasonable care and skill to investigate a reported condition but does not guarantee diagnosis or permanent repair during the visit. An intermittent, concealed or no-fault-found outcome remains chargeable where reasonable investigation was performed. Call-out inclusions, time allowance and charges are stated in the quotation or schedule of rates.

Signing in, induction, waiting for access, permits, escorts, isolations or customer decisions, and required site administration form part of chargeable attendance time unless expressly included otherwise. Failed attendance caused by unavailable access, absent site contacts, unsafe conditions, missing permits or incomplete preparation may be charged at the applicable call-out or abortive-visit rate.

Opening, cutting, drilling, dismantling or disturbing building fabric requires suitable authority and safety checks. Authorised investigation may cause unavoidable local disturbance. Reinstatement and making good are excluded unless included expressly.

The company is not responsible for pre-existing, concealed or latent defects that could not reasonably have been identified. Discovery may require suspension, specialist investigation, a revised programme or a variation.

An isolation, containment or temporary repair is not a permanent remedy. The customer must observe stated limitations and arrange recommended permanent work. The company is not responsible for continued reliance beyond the stated purpose or period.

Where an agreement is a construction contract under the Housing Grants, Construction and Regeneration Act 1996, mandatory payment, notice, adjudication and suspension provisions apply and prevail over inconsistent wording. Nothing removes a statutory right to adjudicate.

The company maintains insurance appropriate to the Services it accepts and provides evidence where reasonably required. Insurance does not increase contractual liability. No cover type, policy limit or additional-insured status applies unless confirmed in current written evidence.

Neither party may require bribery, fraud, false records, misleading certification, unsafe work or another unlawful act. The company may refuse or suspend an instruction it reasonably believes to be unlawful, fraudulent, unsafe or outside the delivery party's competence or authority.

No non-party has enforcement rights under the Contracts (Rights of Third Parties) Act 1999. Nothing creates a partnership, joint venture, employment relationship or general agency. Delay in exercising a right is not a waiver. If wording is invalid, it is modified or removed only to the minimum extent necessary and the remainder continues.

Materials are selected to meet the agreed specification and availability. Equivalent substitutions require agreement where they materially affect appearance, performance, maintenance or warranty. Special-order and bespoke items may be non-returnable. Risk in delivered goods passes on delivery to the Site or incorporation into the Services, but title does not pass until all sums due for those goods are paid. Before incorporation and so far as practicable, the Customer keeps unpaid identifiable goods safe and separate and permits their recovery following lawful termination, without authorising entry by force.

The Customer identifies fragile, valuable, concealed or sensitive property and backs up relevant system data before work. We take reasonable care but are not responsible for a pre-existing defect, incompatibility, deterioration, hidden service or failure caused by an existing installation outside the agreed scope. Any necessary opening-up and reasonable making-good are chargeable unless expressly included. Making-good means a sound functional repair; an exact decorative or aged-material match is not guaranteed unless specified.

Each party retains pre-existing intellectual property. On full payment, the Customer may use project-specific reports, schedules and ordinary deliverables for the Site and purpose for which they were supplied. Reusable methods, templates, systems, know-how and underlying material remain ours or the relevant licensor's. The Customer obtains no right to alter a safety-critical document or present draft or incomplete information as approved.

We may subcontract performance while remaining responsible for managing the agreed Services. Neither party may assign the Contract in a way that materially prejudices the other without consent, such consent not to be unreasonably withheld, except to a successor acquiring the relevant business and able to perform the obligations. A material ownership or control change affecting sanctions, security, competence or creditworthiness must be notified.

Neither party is liable for delay caused by circumstances beyond reasonable control, including severe weather, utility or network failure, epidemic, industrial action, civil emergency, supply interruption or government action. The affected party gives notice and takes reasonable mitigating steps. Continuity arrangements do not guarantee uninterrupted supply. If material prevention continues for 60 days, either party may terminate affected uncompleted Services, with payment due for work, materials and irrecoverable commitments already made.

We may suspend affected work for non-payment, unsafe conditions, missing access or information, unlawful instruction, sanctions risk or material customer breach after reasonable notice where practicable. Urgent suspension may be immediate to protect people, property or lawfulness. Time and reasonable demobilisation, remobilisation and protection costs are adjusted accordingly. Suspension does not remove accrued rights.

Confidentiality does not cover information already lawfully known, public other than through breach, independently developed or lawfully received from another source. Disclosure may be made to professional advisers, insurers, funders and authorities on a need-to-know basis. Neither party may use the other's name, logo, photographs or project as publicity without permission, except for neutral internal records or a disclosure required by law.

Routine instructions may be sent through agreed operational channels. Formal termination, breach or dispute notices must be in writing to the latest notified address or contract email and are treated as received when delivered by hand, on recorded delivery, or on the next business day after an email that generates no delivery failure. This clause does not govern service of court proceedings.

The version supplied or linked when the order is accepted applies to that Contract. Later website changes do not retrospectively alter it. These terms are intended for business customers. Unusual risk, design responsibility, regulated services, public procurement, high-value projects and customer amendments are subject to a documented contract-specific assessment and apply only when expressly accepted by an authorised representative.

Approved by David Swaddle, Company Director, on 30 August 2026.