PROTERIOR LTD

Terms & Conditions of Contract

1. Definitions

In these Terms & Conditions:

"Proterior", "we", "us" or "our" means Proterior Ltd.

"Client", "you" or "your" means the person, company or organisation instructing Proterior Ltd to carry out the works.

"Contract" means the accepted proposal, quotation, schedule of works, approved variations, these Terms & Conditions, and any documents specifically referred to within them.

"Works" means all labour, materials, services, project management, design, landscaping, planting, electrical works and any other services supplied by Proterior Ltd.

"Practical Completion" means the stage at which the works are substantially complete and capable of being used for their intended purpose, notwithstanding minor defects, snagging items or outstanding works that do not materially affect the use of the completed project.

"Variation" means any alteration, addition or omission to the agreed scope of works after the Contract has been accepted.

2. Acceptance of Contract

The Contract becomes legally binding when any of the following occurs:

Written acceptance of the proposal.
Payment of the booking fee.
Instruction to proceed with the works.
Acceptance by email.
Acceptance through our online quotation system.

By accepting the Contract, the Client confirms they have read and agree to these Terms & Conditions.

3. Quotations

All quotations are based upon the information available at the time of preparing the proposal.

Unless specifically stated otherwise, quotations remain valid for 28 days from the date shown.

Any drawings, images, visualisations or illustrations are intended to demonstrate the overall design intent only and should not be relied upon as exact construction drawings unless stated otherwise.

Quoted prices are based upon normal working conditions and reasonable access to the property.

4. Scope of Works

The Contract includes only those works specifically detailed within the accepted Schedule of Works.

Any item not specifically included shall be deemed excluded.

Where optional elements are shown within the proposal, these do not form part of the Contract unless specifically accepted by the Client.

5. Variations

The Client may request changes to the agreed scope of works at any time.

Where reasonably practicable, Proterior will provide a written Variation before carrying out additional work.

Variations may affect:

Contract price
Project duration
Material lead times
Payment schedule

If unforeseen circumstances require immediate action to protect the works or ensure safety, Proterior may undertake such work before formal approval is obtained.

No variation shall invalidate the remainder of the Contract.

6. Booking Fees & Consultations

Where applicable, a booking fee is required to secure a provisional start date. No dates will be reserved until the booking fee has been received.

The booking fee will be deducted from the final contract balance unless otherwise stated within the proposal.

Consultation and design fees are payable in advance and are non-refundable once the consultation has taken place or design work has commenced.

7. Payment Terms

The payment schedule is detailed within the accepted proposal and forms part of the Contract.

Stage payments must be made on the agreed due dates.

The final balance is payable on the date of Practical Completion.

Where bespoke or special-order materials are required, Proterior Ltd reserves the right to request payment for these items before they are ordered.

Failure to make payment when due may result in work being suspended until the outstanding balance has been settled.

8. Variations

A Variation is any change to the agreed scope of works requested by the Client or made necessary by unforeseen circumstances.

Where reasonably practicable, all Variations will be confirmed in writing before additional work is carried out.

Variations may affect:

Contract value
Programme duration
Material lead times
Payment schedule

Verbal instructions may be accepted on site where immediate decisions are required, but these will be confirmed in writing as soon as reasonably practicable.

9. Site Access & Client Responsibilities

The Client shall provide safe and reasonable access to the property throughout the duration of the works.

Unless otherwise agreed, the Client shall provide access to:

Water supply
Electricity supply
Toilet facilities where reasonably available

The Client is responsible for obtaining any planning permission, licences, permissions, approvals or consents required for the Works unless expressly agreed otherwise in writing.

The Client shall advise Proterior Ltd of any restrictions relating to access, parking, neighbouring properties or delivery arrangements before work commences.

10. Underground Services & Property Boundaries

The Client is responsible for providing accurate information regarding:

Property boundaries
Underground services
Drainage runs
Water pipes
Electrical cables
Gas services
Telecommunications

Whilst Proterior Ltd will exercise reasonable care during excavation, we cannot accept responsibility for damage caused by inaccurate, incomplete or unavailable information.

11. Unforeseen Ground Conditions

Landscaping works are carried out below ground level, and it is not possible to identify every site condition before excavation begins.

Should hidden conditions be encountered, including but not limited to:

Buried foundations
Concrete
Rubble
Existing drainage
Tree roots
Contaminated ground
Rock
Unknown underground structures

Proterior Ltd will notify the Client as soon as reasonably practicable.

Any additional labour, plant, materials or waste disposal required as a result shall be treated as a Variation.

12. Materials

Unless stated otherwise, all materials supplied by Proterior Ltd will be new.

Proterior Ltd reserves the right to determine appropriate construction methods, installation techniques and sequencing throughout the project.

To minimise delays, materials may occasionally be ordered in quantities greater than immediately required.

Any unused materials remain the property of Proterior Ltd unless specifically included within the Contract.

Where products become unavailable, discontinued or subject to significant supplier changes, Proterior Ltd reserves the right to offer suitable alternatives of comparable quality following discussion with the Client.

13. Natural Materials

Many landscaping materials are natural products and will vary in colour, texture, size and appearance.

Timber products may naturally expand, contract, split, twist or weather over time.

Natural stone may contain variations in colour, veining and texture.

These characteristics are inherent within natural materials and shall not be regarded as defects.

14. Waste Removal

Waste allowances included within quotations are based upon visible site conditions at the time of survey.

Where excavation reveals additional waste beyond that reasonably anticipated, Proterior Ltd will discuss this with the Client before arranging additional disposal.

Additional waste removal will be charged at cost and added to the next scheduled stage payment unless otherwise agreed.

15. Programme & Delays

Any programme dates or estimated completion dates provided by Proterior Ltd are estimates only and are subject to change.

We shall not be liable for delays caused by circumstances beyond our reasonable control, including but not limited to:

Adverse weather conditions
Material shortages or supplier delays
Utility companies
Third parties
Restricted site access
Client instructions or delays
Unforeseen ground conditions

Where delays are caused by the Client or other circumstances outside our control, Proterior Ltd reserves the right to recover any reasonable additional costs incurred.

Should works be suspended, we reserve the right to reallocate labour, plant and equipment to other projects. Any costs associated with remobilisation may be chargeable.

16. Deliveries & Storage

Materials, machinery, plant and waste skips may be delivered before work commences where necessary.

The Client shall advise Proterior Ltd of any restrictions relating to delivery vehicles, parking, access or storage before deliveries are arranged.

Where no instructions have been provided, Proterior Ltd will determine the most suitable delivery location.

We cannot accept responsibility for delays or additional costs arising from restricted access or unsuitable delivery locations that were not disclosed before work commenced.

17. Practical Completion

Practical Completion shall occur when the Works have been substantially completed and are capable of being used for their intended purpose.

Practical Completion shall not be delayed by:

Minor cosmetic defects.
Minor snagging items.
Seasonal planting.
Manufacturer or supplier delays.
Items awaiting replacement under warranty.
Minor adjustments that do not materially affect the use of the completed Works.

Practical Completion marks the commencement of the workmanship guarantee period and the date upon which the final payment becomes due.

18. Snagging

Following Practical Completion, the Client shall notify Proterior Ltd of any snagging items within 14 days.

Proterior Ltd shall be given a reasonable opportunity to inspect and rectify any genuine defects arising from our workmanship.

Snagging items shall not entitle the Client to withhold payment where the Works have otherwise reached Practical Completion.

19. Workmanship Guarantee

Proterior Ltd provides a 12-month workmanship guarantee from the date of Practical Completion.

This guarantee covers defects arising solely from incorrect installation carried out by Proterior Ltd.

The guarantee does not cover:

Manufacturer defects.
Product failures.
General wear and tear.
Accidental damage.
Misuse or neglect.
Lack of maintenance.
Third-party damage.
Ground movement or settlement.
Extreme weather.
Natural movement, expansion, contraction or weathering of timber, compiste or stone.
The natural growth of weeds.
The ongoing health of plants, turf or other living materials following Practical Completion.

Manufacturer warranties remain subject to the individual manufacturer's terms and conditions.

20. Quality Standards

Landscaping is a hand-built product rather than a factory-manufactured one.

Minor variations in joint widths, alignment, levels, colour, texture and the appearance of natural materials are normal and shall not be regarded as defects where the Works comply with the agreed specification and accepted industry standards.

A difference in personal preference or appearance shall not, in itself, constitute defective workmanship.

21. Suspension of Works

Proterior Ltd reserves the right to suspend the Works where:

A payment becomes overdue.
The Client prevents reasonable progress of the Works.
Site conditions become unsafe.
Circumstances beyond our reasonable control prevent the Works from continuing.

Where works are suspended, labour, plant and equipment may be reallocated to other projects. Any reasonable costs associated with restarting the Works may be chargeable.

22. Termination

Either party may terminate the Contract by written agreement.

Proterior Ltd may terminate the Contract immediately where the Client:

Fails to make payment when due.
Commits a serious breach of these Terms & Conditions.
Prevents the Works from progressing.
Becomes insolvent or bankrupt.

Upon termination, the Client shall pay for all work completed, materials ordered, services provided and any reasonable costs incurred up to the date of termination.

23. Liability

Proterior Ltd shall exercise reasonable skill and care in carrying out the Works.

Our liability shall be limited to the value of the Contract and shall not extend to indirect or consequential losses, including but not limited to loss of income, loss of profit or loss of enjoyment.

Nothing within these Terms excludes liability where such exclusion is prohibited by law.

24. Insurance

Proterior Ltd maintains appropriate Public Liability Insurance throughout the duration of the Works.

Evidence of insurance can be provided upon request.

25. Photography

Proterior Ltd reserves the right to photograph the Works before, during and after construction for quality control, record keeping and marketing purposes.

No personal information or images identifying the Client will be published without permission.

Clients who do not wish their project to be photographed must notify Proterior Ltd before work commences.

26. Complaints

Should the Client have any concerns regarding the Works, these should be raised with Proterior Ltd as soon as reasonably practicable.

We are committed to resolving any genuine issues promptly and ask that we are given a reasonable opportunity to inspect and rectify any defects before third parties are instructed to carry out remedial works.

Proterior Ltd shall not be responsible for costs incurred where remedial works have been carried out by others without our prior written agreement.

27. Force Majeure

Proterior Ltd shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond our reasonable control.

This includes, but is not limited to:

Severe weather.
Flooding.
Fire.
Industrial action.
Material shortages.
Supplier failure.
Government restrictions.
Utility company delays.
Acts of God.

Where such events occur, the programme shall be extended by a reasonable period.

28. Governing Law

These Terms & Conditions and the Contract shall be governed by the laws of England and Wales.

Any disputes arising from the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

29. Entire Agreement

These Terms & Conditions, together with the accepted proposal, schedule of works, approved variations and any documents specifically referred to within the Contract, constitute the entire agreement between Proterior Ltd and the Client.

No verbal statement, representation or promise shall form part of the Contract unless confirmed in writing by Proterior Ltd.