Terms & Conditions

THIS AGREEMENT is made by and between:

(1) Sword Services Limited a company incorporated in England and Wales under company number 05054927 , and whose registered office is at 46-48 Rothsay Road, Luton, Bedfordshire ('Sword'); and

(2) The Client whose details are set out at item 1 of the Schedule.


(A) The Client wishes to purchase the Products details of which are set out at item 2 of the Schedule and also wishes Sword to provide the Services details of which are set out at item 2 of the Schedule in relation to those Products.

(B) Sword is experienced in performing the Services.

(C) Sword is willing to perform the Services and supply the Products and the Client wishes Sword to perform these tasks all in accordance with the provisions of this Agreement.

NOW IT IS AGREED as follows:

1. Provision of Services and Sale of Products

1.1 Sword shall supply the Services to the Client and sell the Products subject to the provisions of this Agreement.

1.2 This Agreement shall consist of these terms and conditions , the Schedule attached hereto and the Specification and all references to the Agreement shall be construed accordingly.

2. Specification

2.1 The Parties have agreed the Specification details of which are set out at item 4 of the Schedule in respect of the Products and the Services.

2.2 The Specification may only be varied or added to as agreed by the Parties from time to time, in writing.

3. Performance of the Services

3.1 Sword shall order the Products detailed in the Specification as soon as practicable after the date of this Agreement.

3.2 Sword shall provide the Services according to the Specification.

3.3 The Specification will set out the maintenance services (if any) to be provided by Sword and the terms applicable thereto. Unless stated to the contrary in the Specification no maintenance services will be provided as part of the Services

4. Acceptance
Upon completion of the Services the following shall apply:

4.1 Sword shall advise the Client that the Services have been completed will issue a notice confirming completion of the Services ('Completion Notice');

4.2 If the Client does not notify Sword of any matters concerning the quality or content of the Products or Services provided to that stage within [7] days of receiving the Completion Notice, then the Client will be deemed to have approved the Products and Services;

4.3 If the Client notifies Sword of any matters concerning the quality or content of the Products or Services provided within [7] days of receiving the Completion Notice, then the Parties will meet as soon as possible to agree a resolution of the matter.

5. Timing

5.1 The Client acknowledges and agrees that the Products are ordered from third parties with which Sword has only a contractual relationship. Therefore time shall not be of the essence for:

5.1.1  the ordering of the Products by Sword; and

5.1.2 the delivery, including any dates for delivery provided by third parties and/or Sword, for the Products (or any part of the Products).

5.2 Sword shall use reasonable endeavours to complete the Services by the dates specified in the Specification. Time shall not be of the essence for:

5.2.1 any dates or times when Services are due to be performed; or

5.2.2 the length of time that any Services will take to perform;

5.2.3 any date or time when any of the Services will be completed by as stated in the Specification.

6. Location

6.1 The Products shall be delivered to such places and locations as are set out in the Specification.

6.2 Sword shall provide the Services at the place(s) set out in the Specification.

7. Payment

7.1 Products
[Sword shall invoice the Client for the Products at the time the Products are ordered. The price of the Products shall be as set out in the Specification.]

7.2 Services
Sword shall invoice the Client for the Services at the time the Services have been completed. The price of the Services shall be as set out in the Specification.

7.3 All amounts stated are exclusive of VAT and any other applicable taxes, which will be charged in addition at the rate in force at the time the Client is required to make payment.

7.4 If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, Sword shall be entitled:

7.4.1 to charge interest on the outstanding amount at the rate of [4%] per year above the base lending rate of [Lloyds TSB Bank PLC], accruing daily;

7.4.2 not to perform any further Services;

7.4.3 if any of the Products are not delivered, to withhold delivery;

7.4.4 to terminate this Agreement as provided for in clause 15.

7.5 When making a payment the Client shall quote relevant reference numbers and the invoice number.

7.6 Payment of all invoices shall be made within [30] days of the date of the invoice.

8. Risk and property

8.1 Risk in the Products shall pass to the Client on the date the Products are [delivered to the Client] [installed at the agreed location].

8.2 Ownership of the Products shall not pass to the Client until Sword has received the payment of all sums owing to it from the Client. For the purposes of this clause, 'received' means cleared funds in a bank account of Sword.

9. Acknowledgment of examination
The Client acknowledges and agrees that:


9.1 Sword has prior to completion of the Services given the Client a reasonable opportunity to inspect the Products and the Client has satisfied itself (i) as to the condition of the Products (ii)  that the Products conform with the Specification and are in good order and condition and of satisfactory quality and fit for any purpose to which they may be required;

9.2 Sword has not given any warranty or condition as to the quality or fitness for any purpose of the Products; and

9.3 all conditions or warranties, express or implied (whether by statute or otherwise), are expressly excluded.

10. Client's obligations

10.1 During the performance of the Services the Client will:

10.1.1 allow Sword access to the site(s) at which the Services are to be provided at such times as Sword may reasonably specify;

10.1.2 carry out the actions on its part set out in the Specification by the time and dates as set out in the Specification;

10.1.3 obtain all the relevant and necessary permissions, consents (including, but not limited to, planning permission) and health and safety approvals from such organisations and regulatory authorities which are required for the Products to be delivered and installed and for the performance of the Services;

10.1.4 provide such facilities information and documentation (at no cost) that Sword reasonably requires in order to allow the performance of the Services;

10.1.5 ensure that appropriate health and safety systems are operating at the site(s) at which the Services are to be performed and to provide full details of such systems to Sword; and

10.1.6 ensure that the Client's staff and agents co-operate with Sword.

11. Defects in the Products

11.1 The Client acknowledges that Sword is not the manufacturer of the Products and agrees that Swords liability in respect of the Products will be limited to using its reasonable endeavours to procure that the manufacturer of the Products either makes good by repair or by the supply of a replacement, where defects which, under proper use, appear in the Products within the warranty period given by the manufacturer in respect of such Products, provided that:

11.1.1 the Client notifies Sword in writing of the claimed defects as soon as possible on their appearance; and

11.1.1 if required by Sword, the Products claimed to be defective are returned to Sword at the expense of the Client.

11.2 As an alternative to clause 11.1, Sword shall be, in its absolute discretion, entitled to return the sums paid by the Client for the Products to the Client if the Client has already paid such sums when the claimed defect is notified by the Client to Sword.

11.3 Sword shall not incur or accept any liability concerning any representation made to the Client (or any person acting on behalf of the Client) prior to the making of this Agreement where such representation was made or given in relation to the Products.

11.4 All terms, conditions or warranties implied by statutory or common law relating to the Goods are excluded from the Agreement to the fullest extent permitted by law.

11.5 Nothing herein shall affect your statutory rights as a consumer.

12. Warranties in respect of the Services

12.1 Sword warrants that it will use reasonable care and skill in performing the Services.

12.2 If Sword performs the Services (or any part of the Services) negligently or materially in breach of the Specification, then if requested by the Client, Sword will re-perform the relevant part of the Services, subject to clauses 13.1 and 13.2 below. The Client's request must be made within [7] days of the date on which the Consultant completes performing the Services.

13. Liability generally

13.1 Except in the case of death or personal injury caused by Sword’s negligence, the liability of the Sword under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the sums paid by the Client to Sword under this Agreement. The provision of this clause 13.1 shall not apply to clause 13.3.

13.2 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 13.2 shall not apply to clause 13.3.

13.3 The Client shall indemnify and hold harmless Sword from and against all Claims and Losses arising from loss, damage, liability, injury to Sword, its employees and third parties, infringement of third party intellectual property, or third-party losses by reason of or arising out of any information supplied to the Client by Sword, its employees or consultants, or supplied to Sword by the Client within or without the scope of this Agreement. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

13.4 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

14. Use of sub-contractors

14.1 The Consultant is permitted to use other persons to provide some or all of the Services.

15.  Termination

15.1 Without prejudice to the other remedies or rights Sword may have, Sword may terminate this Agreement, at any time, on written notice to the Client. The notice will take effect as specified in the notice:

15.1.1 if the Client is in material breach of its obligations under this Agreement and where the breach is capable of remedy within [14] days, the Client has not remedied the breach within [14] days of receiving written notice which specifies the breach and requires the breach to be remedied; or

15.1.2 if the Client becomes insolvent or if an order is made or a resolution is passed for the winding up of the Client (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Client’s assets or business, or if the Client makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

15.2 On termination of this Agreement, the Client shall pay:

15.2.1 for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by Sword for the performance of the Services prior to the date of termination; and

15.2.2 for all Products which the Consultant is contractually liable to pay for at the date of termination.

16. General

16.1 Force majeure
Neither Party shall have any liability under, or be deemed to be in breach of, this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party.

16.2 Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

16.3 Assignment
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. Sword may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business.

16.4 Entire agreement
This Agreement contains the whole agreement between the Parties in respect of the subject matter of agreement) and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

16.5 Waiver
No failure or delay by the Consultant in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

16.6 Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

16.7 Further assurance
Each Party to this Agreement shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

16.8 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

16.11 Notices

16.11.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, to the address of the relevant Party set out in this Agreement.

16.11.2 Notices sent as above shall be deemed to have been received 3 working days after the day of posting.

16.1.3 In proving the giving of a notice it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.

16.12 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

16.14 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

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Sword Services Ltd

7–8, Waterside Drive, Langley, Berkshire, SL3 6EZ

+44 (0) 01753 542020