1. Application of these Terms and Conditions

1.1. These are the Terms and Conditions under which we, Roofing Supplies Group Holdings Limited and any subsidiaries (“the Group”), may supply goods and credit to you as a Business Customer.

1.2. By placing an order with the Group, or by opening a Trade Account with the Group, the Business Customer agrees to these Terms and Conditions.

1.3. Please read these Terms and Conditions carefully before placing an order with the Group, as they set out important information about the Business Customer’s and the Group’s rights and obligations.

1.4. These Terms and Conditions represent the entire agreement and supersede all previous agreements, understandings, and arrangements between the Group and the Business Customer, whether in writing or oral in respect of its subject matter.

1.5. These Terms and Conditions are applicable to all transactions between the Group and the Business Customer.

2. Orders and Acceptance

2.1. Each order placed by the Business Customer, whether in person at any of the Group’s branches or trade counters, by way of an order form, email, WhatsApp, text message or telephone, shall constitute an offer to purchase the goods subject to these Terms and Conditions. An order shall be deemed accepted in accordance with clause 2.4.

2.2. The Business Customer warrants that it has authority to place an order for and on behalf of that business.

2.3. Unless otherwise stated in writing, any quotation provided by the Group shall remain valid for a period of 30 days from the date of issue. After this period, the quotation shall automatically lapse unless extended or otherwise agreed by us in writing.

2.4. The Group may accept or reject an order at its discretion. An order shall not be accepted, and no binding obligation to supply any goods shall arise, until the earlier of:

2.4.1. the Group’s confirmation of the order; and / or

2.4.2. the Group dispatching the goods or notifying the Business Customer that they are available for collection (as the case may be).

2.5. Rejection by the Group of an order, including communication of such rejection, shall not constitute a counter offer capable of acceptance.

2.6. The Group is not responsible for the specification or accuracy of the Business Customer’s order.

3. Price and Payment

3.1. The Group will take full payment for the Business Customer’s order, including any delivery charges at the time the Business Customer places an order, unless the Business Customer holds a Trade Account (a business credit account approved and opened by the Group for the Business Customer as governed by clause 17 and the clauses following it).

3.2. The Group accepts major credit cards and debit cards including VISA, VISA Debit, MasterCard, and payments by BACS. We will provide the Business Customer with the relevant bank details to facilitate this feature. The Group does not accept cheques. The Group will also accept cash in store.

3.3. Unless otherwise agreed in writing, all prices are in pounds sterling (£) and are exclusive of VAT. Delivery charges are not included in the price of the goods, are dependent on the value of the order, the delivery address, the method of delivery, and are exclusive of VAT.

3.4. VAT shall be charged on delivery charges at the applicable rate.

3.5. The Group reserves the right to increase prices at any time however will endeavour to give reasonable written notice of price increases as appropriate.

3.6. If the Business Customer fails to make payment when due, the Group shall be entitled to charge interest on any outstanding balance at the rate of 4% (percent) per year above the Bank of England’s base rate, accruing from the due date until payment is made in full, whether before or after any judgement.

4. Delivery

4.1. Where it is agreed that the goods shall be delivered by the Group, they will be delivered to the delivery address provided by the Business Customer at the time of order. Any delivery dates and times communicated by the Group are given in good faith but are estimates only.

4.2. The Group may deliver the goods in instalments. Any delay in delivery of an instalment, or any defect or shortage identified on the delivery note shall not entitle the Business Customer to cancel any other instalment.

4.3. The Business Customer may be required to sign a delivery note upon delivery as acceptance of the contents of that delivery.

4.4. The Group shall not be liable for any delay, failures including shortages or missing goods caused by, including but not limited to:

4.4.1. the Business Customer’s failure to make the delivery address available;

4.4.2. the Business Customer’s failure to prepare the delivery address as necessary for delivery of the goods;

4.4.3. the Business Customer’s failure to provide the Group with adequate delivery instructions;

4.4.4. Any shortages or defects in a delivery instalment that were highlighted in the delivery note or otherwise accepted by the Business Customer; or

4.4.5. Any event of Force Majeure (means an event or sequence of events beyond the party’s control preventing or delaying it from performing its obligations under these Terms and Conditions).

4.5. Where delivery or collection is delayed due to the Business Customer’s act or omission and the Group (or its carrier) is required to wait beyond the standard waiting time ordinarily allowed by the Group, the Group may charge a waiting time fee at its prevailing rates.

4.6. Where delivery cannot be completed due to any act or omission of the Business Customer, the Group reserves the right to charge a redelivery and / or restocking fee.

4.7. The goods shall be deemed delivered at the point of delivery.

4.8. Our standard delivery service is kerbside delivery only. The Group is under no obligation to enter private property, driveways, gardens, building sites or any other area beyond the standard kerbside delivery point. Where the Business Customer, property owner, occupier, contractor or any other person present at the delivery location requests delivery beyond this point, our driver may, at their discretion and subject to safety considerations, agree to do so. The Group reserves the right to refuse or discontinue such delivery where access, ground conditions or unloading arrangements are considered unsafe or unsuitable.

The Business Customer is responsible for ensuring that all necessary permissions have been obtained from the property owner or occupier and that the access route and unloading area are safe, accessible and suitable for the weight, dimensions and operation of our delivery vehicles, HIAB equipment and goods. This includes ensuring the suitability and load-bearing capacity of driveways, paving, surfaces, drains, manholes, underground services and other structures.

Where delivery beyond the standard kerbside delivery point is requested or authorised, the Business Customer accepts responsibility for loss or damage arising from unsuitable ground conditions, inadequate access, concealed hazards, inaccurate information or instructions provided by the Business Customer or persons acting on their behalf.

4.9. The Business Customer shall indemnify the Group against reasonable losses, damages, costs and third-party claims, including claims brought by property owners or occupiers, arising directly from the Business Customer’s breach of its responsibilities under this clause, except to the extent that such losses or damage are caused by the Group’s negligence or other breach of legal duty.

4.10. Nothing in this clause excludes or restricts any liability that cannot lawfully be excluded or restricted.

4.11. The Business Customer shall inspect the goods at the time of delivery. Any shortages, damage or non-conformity with the order must be notified to the Group within 24 hours of delivery.

4.12. Failure to inspect the goods at the time of delivery or to notify the Group in accordance with clause 4.11 shall constitute acceptance of the goods and waiver of any claim in respect of shortage, damage or non-conformity with the order.

4.13. The Group will not accept any annotation on the delivery note such as ‘not inspected’ as implied or express notices of a defective or short order.

4.14. The Group shall not be responsible for the removal, collection, or disposal of any packaging materials, pallets, or other containers supplied with the goods upon delivery.

5. Collection

5.1. Where the Business Customer has chosen to collect the goods, collection must be made during the Group’s normal business hours. The Group may provide an estimated timeframe for collection and will notify the Business Customer when the goods are available for collection from the chosen branch only where it is agreed that collection from that branch is available.

5.2. The Group reserves the right to refuse collection where the Business Customer’s vehicle or loading is unsafe, overloaded or otherwise unsuitable.

5.3. While on the Group’s premises, the Business Customer and its drivers must comply with all applicable health and safety requirements and site rules and follow all reasonable instructions given by the Group’s staff. Vehicles are parked and loaded at the Business Customer’s risk, and the Group accepts no responsibility for any loss or damage to vehicles while on the premises, including during loading or unloading.

5.4. Collection is undertaken entirely at the Business Customer’s risk. The Group accepts no liability for any issues arising from the condition or operation of the Business Customer’s vehicle or any loss or damage to the goods once they have left the Group’s premises.

5.5. The Business Customer shall inspect the goods upon collection. Any shortages, damage or non-conformity with the order must be notified to the Group immediately, and in any event, within 24 hours.

6. Risk

6.1. Risk in the goods shall pass to the Business Customer on delivery to the provided delivery address or, as the case may be, on collection by the Business Customer.

7. Title

7.1. Until cleared funds are received by the Group, the Group shall reserve its right to retain a Lien (being the Group’s right to retain possession of the goods until full payment has been received) over the goods.

7.2. Title to the goods shall pass to the Business Customer once the Group has received payment in full for all debts owed by the Business Customer to the Group (including payment for the goods) at any given time.

7.3. Until title to the goods has passed to the Business Customer, the Business Customer will:

7.3.1. hold the goods as bailee for the Group;

7.3.2. store the goods as bailee for the Group;

7.3.3. store the goods separately from all other material in the Business Customer’s possession;

7.3.4. take all reasonable care of the goods and keep them in reasonable condition;

7.3.5. ensure the goods are clearly identifiable as belonging to the Group;

7.3.6. not remove or alter any mark on or packaging of the goods;

7.3.7. inform the Group as soon as possible if it becomes subject to any of the events set out in clauses 10.1 and 21; and

7.3.8. provide the Group such information concerning the goods as the Group may request from time to time.

7.4. Notwithstanding clause 7.3, the Business Customer may use or resell the goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 10.1 or 21 is or is likely to occur.

7.5. If, at any time before title to the goods has passed to the Business Customer, the Business Customer informs the Group, or the Group reasonably believes, that the Business Customer has or is likely to become subject to any of the events specified in clause 10.1 or 21 and the Goods remain in the possession or control of the Business Customer, the Group may (without limiting any of the Group’s other rights and remedies):

7.5.1. require the Business Customer, at the Business Customer’s expense, to redeliver the goods to the Group; and

7.5.2. if the Business Customer fails to do so promptly, enter any premises where the goods are stored and repossess them.

7.6. Where the goods are sold prior to the passing of title, any monies received shall be held by the Business Customer on trust on behalf of the Group.

8. Warranty and Returns

8.1. The Group does not offer warranties above those that are provided by the manufacturer and the Business Customer should ensure that it obtains the manufacturer’s warranty as specified within the manufacturer’s literature at the time of delivery.

8.2. Further the Group:

8.2.1. Gives no warranty as to the design, performance, durability, or fitness for purpose of the goods.

8.3. The Business Customer may reject any goods that do not comply with clause 8.1 provided that the Business Customer:

8.3.1. Serves a written notice on the Group during the manufacturer’s warranty period;

8.3.2. Provides the Group with sufficient information as to the nature and extent of the defects and the uses to which the goods had been put prior to the defect arising;

8.3.3. Gives the Group a reasonable opportunity to examine the defective goods; and

8.3.4. At its own cost, returns any goods rejected under clause 8.3. Risk and title in the rejected goods shall pass back to the Group at the point at which the goods are received by the Group.

8.4. As the Business Customer’s sole and exclusive remedy, as soon as reasonably practicable but in any event within ten business days after receiving a written notification in accordance with clause 8.3, the Group shall, at the Group’s option:

8.4.1. Repair or replace the goods; or

8.4.2. Provide the Business Customer with a full refund of the price paid by the Business Customer for the goods.

8.5. The Group shall not accept the return of, or provide any refund or credit in respect of, any goods that are special-order, made-to-order, cut-to-length, customised, or non-stock items, unless such goods fail to comply with clauses 8.1 at the time of delivery.

8.6. The Group shall not be liable for any breach of clause 8.1 where such breach arises from:

8.6.1. fair wear and tear, wilful damage, negligence, misuse, or abnormal use of the goods by the Business Customer or any third party;

8.6.2. failure to follow the Group’s or the manufacturer’s instructions relating to storage, handling, installation, operation, or maintenance of the goods;

8.6.3. the Group’s compliance with any specification, instruction, or requirement provided by the Business Customer;

8.6.4. any modification of the goods without the Group’s prior written consent, or having received consent, not in accordance with the Group’s instructions; or

8.6.5. the continued use of the goods after the Business Customer has notified the Group that they do not comply with clause 8.1.

8.7. Clauses 8.3 and 8.4 set out the Business Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach by the Group of clause 8.1. Except as set out in this clause 8.7:

8.7.1. The Group gives no warranties or undertakings and makes no representations in relation to the goods;

8.7.2. The Group shall have no liability for its failure to comply with clause 8.1; and

8.7.3. All warranties, terms and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.

9. Our liability

9.1. The extent of the parties’ liability under or in connection with these Terms and Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2. Subject to clauses 9.4 and 9.5, the Group’s total liability shall not exceed the value of the order.

9.3. Subject to clauses 9.4 and 9.5, the Group shall not be liable for:

9.3.1. Loss, injury, or damage arising from misuse of the goods or failure to follow such instructions;

9.3.2. Consequential, indirect, or special losses; or

9.3.3. Any of the following (whether direct or indirect):

a) Loss of profit;

b) Loss of revenue;

c) Loss or damage to equipment;

d) Loss of use;

e) Loss of contract;

f) Loss of commercial opportunity;

g) Loss of savings, discount, or rebate (whether actual or anticipated);

h) Harm to reputation or loss of goodwill; and / or

i) Loss of business.

9.4. The limitations of liability set out in clauses 9.2 and 9.3 shall not apply in respect of the indemnities given by the Business Customer under these Terms and Conditions.

9.5. Nothing in these Terms and Conditions will limit or exclude the Group’s liability for:

9.5.1. Death or personal injury caused by negligence;

9.5.2. Fraud or fraudulent misrepresentation; or

9.5.3. Any other losses which cannot be excluded or limited by law.

10. Termination

10.1. Without limiting its other rights or remedies, the Group may terminate these Terms and Conditions (or any other contract which it has with the Business Customer) with immediate effect by giving written notice to the Business Customer if:

10.1.1. The Business Customer commits a material breach of these Terms and Conditions which is not capable of remedy;

10.1.2. The Business Customer commits a material breach which is capable of remedy and fails to remedy that breach within 7 days of receiving written notice requiring it to do so;

10.1.3. The Business Customer fails to pay any amount due under these Terms and Conditions or under the terms of the Trade Account;

10.1.4. The Business Customer’s financial position deteriorates to such an extent that, in the Group’s reasonable opinion, there is a material risk that the Business Customer is unable to perform its obligations under these Terms and Conditions.

10.2. On termination of these Terms and Conditions:

10.2.1. The Business Customer shall immediately pay to the Group all of the Group’s outstanding invoices under the Trade Account or as otherwise provided and interest which has accrued thereon and, in respect of goods supplied but for which no invoice has been submitted, the Group shall submit an invoice, which shall be payable by the Business Customer immediately on receipt; and

10.2.2. The Business Customer shall return all of the Group’s materials and any deliverables or goods which have not been fully paid for. If the Business Customer fails to do so, the Group may enter the Business Customer’s premises and take possession of them in accordance with the rights under clause 7.

10.3. Termination or expiry of these Terms and Conditions shall not affect any accrued rights, remedies, obligations and liabilities of the Group at any time up to the date of termination.

11. Third Party Rights

11.1. No one other than the parties to these Terms and Conditions have any right to enforce any of these terms under the Contract (Rights of Third Parties) Act 1999.

12. Set-off

12.1. The Business Customer may not withhold payment of any invoice or other amount due to the Group by reason of any right of set-off or counterclaim which the Business Customer may have or allege to have.

12.2. Where sums owed by the Business Customer to the Group remain outstanding, the Group shall be entitled to recover such sums by way of debt recovery, including all associated fees, costs and expenses, together with any accrued interest.

13. Waiver

13.1. No failure, delay or omission by the Group in exercising any right, power or remedy provided by law or under these Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

13.2. No single or partial exercise of any right, power or remedy provided by law or under these Terms and Conditions by the Group shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Group.

14. Governing Law and Jurisdiction

14.1. These Terms and Conditions and any dispute or claim arising out of, or in connection with, these Terms and Conditions, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.

14.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms and Conditions, their subject matter or formation (including non-contractual disputes or claims).

15. Other Important Terms

15.1. If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of these Terms and Conditions will not be affected.

15.2. If the Business Customer breaches these Terms and Conditions and the Group takes no action, the Group will still be entitled to its rights and remedies in any other situation where the Business Customer breaches these Terms and Conditions.

15.3. No variation of these Terms and Conditions shall be valid or effective unless it is in writing, refers to these Terms and Conditions and is duly signed or executed by, or on behalf of, each party.

15.4. The Business Customer may not assign, subcontract or encumber any rights or obligation under these Terms and Conditions, in whole or in part, without the Group’s written consent which it may withhold or delay at its absolute discretion.

15.5. The Business Customer agrees that it has not entered into these Terms and Conditions in reliance on any representation or warranty that is not expressly set out in these Terms and Conditions and that the Business Customer will have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms and Conditions.

15.6. Nothing in these Terms and Conditions purports to limit or exclude any liability for fraud.

15.7. Any technical advice or information provided by the Group is given in good faith but does not constitute a specification or recommendation, and the Business Customer remains responsible for determining the suitability of the goods for their intended purpose.

16. Personal information

16.1. Any personal information that the Business Customer provides to the Group will be dealt with in line with the Group’s Privacy Policy available, which explains the information the Group collects and holds about the Business Customer, and how the Group may collect, store, use and share such data.

16.2. The Group may share the Business Customer’s and any of the Business Customer’s directors’ details with credit reference agencies and other organisations for the purposes of updating such organisations with payment performance information.

17. Trade Account Provisions

17.1. These are the additional Terms and Conditions applicable to all Trade Accounts on which the Group may supply goods to you as a Business Customer in the form of a Trade Account.

17.2. These Terms and Conditions are applicable to all Trade Account transactions between the Group and the Business Customer.

17.3. The Business Customer is deemed to have accepted these additional Terms and Conditions in full upon approval of a Trade Account application.

18. Application for Trade Account

18.1. By submitting an application for a Trade Account, the Business Customer warrants that all information provided is true, complete, and accurate, and agrees to provide such further information as the Group may reasonably request in connection with the application.

18.2. The Group may, at its discretion, carry out credit checks, obtain trade or bank references, and undertake any other assessments it considers appropriate in order to determine whether to approve the Business Customer’s application.

18.3. The Group reserves the right to reject any application upon its sole discretion.

18.4. The Group may, at any time, require the Business Customer to provide a personal guarantee, from one or more directors, partners, or other approved individuals and the Business Customer hereby consents to providing the appropriate personal details when required.

19. Use of Trade Accounts

19.1. The Business Customer may use a Trade Account solely to facilitate trade credit for business purchases of goods from the Group. These Terms and Conditions are non-regulated and as such, are not governed by the Consumer Credit Act 1974.

19.2. The Group will set a credit limit to the Business Customer’s Trade Account which will be confirmed by the Group when the Business Customer’s application is accepted. From time to time, the Group may, at its sole discretion, increase or decrease the credit limit on the Business Customer’s Trade Account.

19.3. The Group may refuse to release goods where there is reasonable belief that the Business Customer is not authorised to use the Trade Account.

19.4. The Business Customer must notify the Group within 24 hours upon becoming aware, or reasonably suspecting, any of the following:

a) That the Trade Account is being misused, whether fraudulently or otherwise;

b) That an employee or individual who previously had access to the Business Customer’s Trade Account has left the organisation (for the avoidance of doubt, refusing access to such person does not satisfy this requirement); and

c) If the Trade Account statement appears to include any incorrect total or amount.

19.5. The Business Customer will be liable for any losses the Group suffers as a result of any misuse of the Business Customer’s Trade Account, including (without limitation) all orders placed on the Trade Account up until the date on which the Group receives proper notification in accordance with clause 19.4. Upon notification, the Group will investigate any issues relating to the Business Customer’s Trade Account. Where there is sufficient reason to do so, the Group may cancel, suspend, or restrict the Business Customer’s Trade Account.

19.6. Even if the Group has previously provided the Business Customer with credit, the Group reserves the right, at any time and at its sole discretion, to refuse any complete order if the Group is unsatisfied with the payment history on the Business Customer’s Trade Account or credit rating.

20. Invoicing, payment terms and refunds

20.1. Trade Account Business Customers will be issued an invoice for each order made following delivery. Unless otherwise agreed, payments must be made by the last day of the month following the month in which the purchase was made.

20.2. Any invoice query must be submitted to the Group in writing to [email protected] within 7 days from the date of the issue of the queried notice. Any invoice(s) not queried by the Business Customer within that period shall be deemed to have been accepted in full.

20.3. The Business Customer agrees and acknowledges that the Group is under no obligation to include any purchase order number(s) provided by the Business Customer on any invoices and / or statements.

20.4. All payments to the Group must be made in Pounds Sterling (£) by way of credit card or debit card (including VISA, VISA Debit, MasterCard), BACS, Faster Payments, or cash.

20.5. The Group reserves the right to debit the Business Customer’s Trade Account with any charge, fee or cost suffered or incurred by the Group as result of any dishonoured or failed payment.

20.6. Where sums due under these Terms and Conditions are not paid in full by the due date, the Group may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

21. Termination

21.1. The Group may, at its sole discretion, suspend or close the Business Customer’s Trade Account at any time with immediate effect. Circumstances in which the Group may suspend or close the Trade Account include, but are not limited to, the following:

a) the Business Customer exceeds, or attempts to exceed, the credit limit on the Trade Account;

b) the Business Customer fails to comply with any of these Terms and Conditions;

c) the Business Customer fails to make payment in accordance with the agreed payment terms; or

d) the Business Customer’s financial position, in the Group’s opinion, deteriorates or is reasonably likely to deteriorate to such an extent that the Business Customer’s ability to meet its obligations under these Terms and Conditions is placed at risk.

21.2. Where a Trade Account is suspended, the Group will not supply any further goods until all overdue amounts have been paid in full and / or the balance has been brought within the agreed credit limit, unless otherwise agreed in writing by the Group.

21.3. Following receipt of full payment of all overdue amounts or the account being brought within the agreed credit limit, the Group, at its sole discretion, may reinstate the Trade Account.

21.4. If the Business Customer is a company, the Group may suspend or close the Trade Account if:

a) Any petition, application, step, order or proceeding is taken for winding-up, dissolution, administration, receivership (administrative or otherwise), liquidation or any arrangement with creditors;

b) The Business Customer ceases, or threatens to cease, carrying on business, or is unable to pay its debts as they fall due; or

c) The Business Customer suffers any event analogous to those set out above in any other jurisdiction.

21.5. If the Business Customer is an individual, the Group may suspend or close the Trade Account if:

a) The Group is notified of the Business Customer’s death;

b) Any bankruptcy petition, order, arrangement or composition with creditors is made or proposed; or

c) The Business Customer is unable to pay its debts as they fall due.

21.6. If the Business Customer is a partnership, the Group may suspend or close the Trade Account if:

a) Any petition, application, step, order or proceeding is taken for winding-up, dissolution, administration, receivership (administrative or otherwise), liquidation or any arrangement with creditors;

b) The Business Customer is unable to pay its debts as they fall due.

21.7. Upon suspension or closure of the Business Customer’s Trade Account, the Business Customer shall immediately pay to the Group all of the Group’s outstanding invoices and interest which has accrued thereon and, in respect of goods supplied but for which no invoice has been submitted, the Group shall submit an invoice, which shall be payable by the Business Customer immediately on receipt.

21.8. The Group may, at any time and at its sole discretion, require the Business Customer to provide additional security, guarantees or other financial assurances as a condition of continuing to operate the Trade Account. Failure to provide such assurances within the timeframe provided by the Group shall entitle the Group to suspend or close the Trade Account.

21.9. If the Trade Account remains unused for a continuous period of 12 months, the Group may, without prior notice, close the Trade Account.

21.10. The Business Customer may request closure of its Trade Account at any time by providing written notice to the Group, provided that all outstanding balances have been paid in full.

22. Liability

22.1. The Business Customer shall indemnify and keep indemnified the Group against all liabilities, losses, damages, costs, expenses, claims, demands, actions, proceedings and amounts agreed in settlement (including any direct, indirect, and consequential losses and all interest, penalties, legal fees and professional costs on a full indemnity basis) suffered or incurred by the Group arising out of or in connection with:

22.1.1.1. Any breach or non-compliance by the Business Customer under these Terms and Conditions;

22.1.1.2. The recovery of any amounts due from the Business Customer; and / or

22.1.1.3. The exercise or enforcement of any of the Group’s rights under these Terms and Conditions.

22.2. To the fullest extent permitted by law, the Group shall not be liable to the Business Customer for any loss or damage arising under or in connection with these Terms and Conditions (whether in contract, tort, negligence, misrepresentation or otherwise), including any inability to perform any of the Group’s obligations due to Force Majeure.

22.3. Nothing in these Terms and Conditions limits or excludes the Group’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other losses which cannot be excluded or limited by law.

23. Third Party Rights

23.1. No one other than the parties to these Terms and Conditions have any right to enforce any of these terms under the Contract (Rights of Third Parties) Act 1999.

24. Set-off

24.1. The Business Customer may not withhold payment of any invoice or other amount due to the Group by reason of any right of set-off or counterclaim which the Business Customer may have or allege to have.

24.2. Where sums owed by the Business Customer to the Group remain outstanding, the Group shall be entitled to recover such sums by way of debt recovery, including all associated fees, costs and expenses, together with any accrued interest.

25. Waiver

25.1. No failure, delay or omission by the Group in exercising any right, power or remedy provided by law or under these Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

26. Other Important Terms

26.1. The Group may send the Business Customer notices or communication to the address specified on the Business Customer’s application form, any trading address, or any other address the Business Customer may have. The Business Customer must notify the Group of any changes as soon as reasonably practicable by contacting [email protected]

26.2. If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of these terms will not be affected.

26.3. If the Business Customer breaches these Terms and Conditions and the Group takes no action, the Group will still be entitled to its rights and remedies in any other situation where the Business Customer breaches these Terms and Conditions.

26.4. No variation of these Terms and Conditions shall be valid or effective unless it is in writing, refers to these Terms and Conditions and is duly signed or executed by, or on behalf of, each party.

26.5. The Business Customer agrees that it has not entered into these Terms and Conditions in reliance on any representation or warranty that is not expressly set out in these Terms and Conditions and that the Business Customer will have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms and Conditions.

26.6. Nothing in these Terms and Conditions purports to limit or exclude any liability for fraud.

27. Personal information

27.1. Any personal information that the Business Customer provides to the Group will be dealt with in line with the Group’s Privacy Policy available, which explains the information the Group collects and holds about the Business Customer, and how the Group may collect, store, use and share such data.

The Group may share the Business Customer’s and any of the Business Customer’s directors’ details with credit reference agencies and other organisations for the purposes of updating such organisations with payment performance information.