For Workshop prices and dates contact Carole 07802241308 or carole@peermassageproject.co.uk

Cost from as little as £3 per child to learn the self and peer massage sequences in school! Don’t delay, book your workshops today!

Terms & Conditions

Terms and conditions for the supply of goods and/or services by The Peer Massage Project

The Customer’s attention is particularly drawn to the provisions of clause 15.

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person, firm, organisation or educational establishment (including but not limited to a school) who purchases the Goods and/or Services from the Supplier.
Deliverables: the deliverables agreed between the Parties.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 18.1(a).
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: the specification for the Goods as described by the Supplier on the basis of which the Customer makes an oeder.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s written acceptance of the Supplier’s quotation or in any other clear manner.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: The Peer Massage Project Limited registered in England and Wales with company number 7303423.
Supplier Materials: has the meaning set out in clause 8.1(g).

1.2 Construction. In these Conditions, the following rules apply :

(a) a person includes a natural person, corporate or unincorporated body (including, for the avoidance of doubt, an education authority or a school) (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (which may be by e-mail) at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues, web sites or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS

3.1 The Goods are as described from time to time in the Supplier’s catalogue, advertising materials or web site.
3.2 The Supplier reserves the right to amend the specification of the Goods as required by any applicable statutory or regulatory requirements or for any other reason.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
4.6 If 30 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.

5. QUALITY OF GOODS

5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the Customer alters such Goods without the written consent of the Supplier;
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(d) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(l); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time,
but the Customer may use the Goods in the ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. SUPPLY OF SERVICES

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 The Services include training and guidance (hereinafter referred to as “the Training”) in positive touching exercises with various individuals including infant children. The Supplier takes no responsibility and the Customer agrees that the Supplier will not be liable for the Customer’s subsequent application of the Training, particularly in but not limited to circumstances where the Customer’s application of the Training is negligent, careless, illegal or improper.

8. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with safe access to the Customer’s premises and other facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents, including without limitation teacher consents and parental consents, which may be required for the Services before the date on which the Services are to start;
(g) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(h) ensure that all staff and parents read and understand the Supplier’s teacher consent letter, the Supplier’s parental consent letter and the Supplier’s note on health and safety precautions and assume liability where any staff or parents fail to read and/or understand the Supplier’s teacher consent letter, the Supplier’s parental consent letter and the Supplier’s note on health and safety precautions.
(i) ensure that all staff and parents sign any necessary paperwork provided by the Supplier and assume liability where any staff or parents fail to sign any necessary paperwork provided by the Supplier.
(j) ensure that any staff who have not received training and will be involved in using the Goods and/or training materials and/or using the information provided by the Training obtain such training from the Supplier in advance of such involvement.
(k) ensure that all staff who have received training and continue to be involved in using the Goods and/or training materials and/or using the information provided by the Training attend a recertification course provided by the Supplier on no less than an annual basis.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8.3 In making bookings for training, whether by post, fax or e-mail, the Customer accepts the Supplier’s refunds, cancellations and substitutions policy as follows:-.
(a) all fees are payable in accordance with the Supplier’s instructions. Any cancellation must be received in writing 14 days prior to the training. No refund will be payable for non attendance unless such prior notice of cancellation is given.
(b) it may be necessary for reasons beyond the control of the Supplier to change the content and timing of the course, the date, venue or instructor. The Supplier reserves the right to cancel a course up to and including the date of the course if insufficient bookings have been received. The Supplier will strive to give as much notice as possible in such an event. In all cases, people who had registered to attend a cancelled course will be given the option of a refund or of rescheduling to a future course date but the Supplier disclaims any further liability.
(c) The Supplier will make all reasonable endeavours to schedule training with the Customer. If, however, the Customer has not agreed to take up any of the training courses offered within 1 year of placing the order, the Supplier will be under no further obligation to honour the training order which will be forfeit unless otherwise agreed in writing. The Customer will still be liable to pay in full for any training ordered.

9. THE PROPOSAL

9.1 Any training proposal is made after discussions with the Customer of its requirements and is made in good faith and on the basis of the information before the Supplier prior to submitting the training proposal. No oral statement or written statement by the Supplier is a representation or warranty that the intended result is achievable and it is the sole responsibility of the Customer to satisfy itself that the training proposal is in all respects suitable for the Customer’s requirements
9.2 The training proposal will contain an estimate of the Supplier’s professional fees for each phase.
9.3 The training proposal will also contain an estimate of the charges for any materials, travelling expenses, fees of any third parties required, any fees charged by third parties for the use of equipment and any other resources bought in by the Supplier, which shall be charged to the Customer in addition to fees.
9.4 Any price or any time estimate in the training proposal is an estimate only and is based upon the information supplied by the Customer to the Supplier prior to submitting the training proposal.
9.5 Any additional time and resources likely to be needed to complete the training will be declared in advance to the Customer and must be agreed by the Customer before the Customer incurs any liability for such additional resources

10. AMENDMENTS

10.1 Either party may at any time propose, in writing, changes to the training. However, no proposed change shall become effective unless and until the parties have in writing agreed the proposed change and all resulting changes (including remuneration payable).

11. CLIENT CO-OPERATION

11.1 The Customer hereby undertakes to co-operate fully with the Supplier in all matters relating to the training, including by (but not limited to):-
(a) as soon as practicable, supplying to the Supplier such information available to the Customer as the Supplier may require in order to complete the training;
(b) procuring that any of the Customer’s staff who are involved in the training are available at such times as are reasonably required by the Supplier;
(c) in a timely manner supplying to the Supplier, at the Customer’s cost, any services, equipment or facilities set out or referred to in the training proposal as to be supplied by the Customer and such other services, equipment or facilities as the Supplier may reasonably require the Customer to supply in order to complete the training;
(d) as soon as practicable and as fully as reasonably practicable responding to all communications of the Supplier wherein a response is specifically requested; and
(e) using all reasonable endeavours to enforce the relevant provisions of any contract they are a party to under which third parties are or may be required to co-operate with the Supplier and to otherwise use reasonable endeavours to procure the co-operation of those third parties with the Supplier

12. CHARGES AND PAYMENT

12.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods[, which shall be paid by the Customer when it pays for the Goods.
12.2 The charges for Services shall be on an agreed basis, whether time-related or flat fee. Where a charge is on a time-related basis:
(a) the charges shall be calculated in accordance with the Supplier’s standard fee rates, as advised to the Customer from time to time;
(b) the Supplier shall be entitled to charge a pre-agreed overtime rate on a pro-rata basis for any time worked by individuals whom it engages on the Services outside the hours agreed.
12.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time before or after completion of delivery. In respect of Services, the Supplier may invoice the Customer either in advance or following the provision of such Services.
12.4 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence.
12.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
12.6 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 (four) per cent per annum above the then current Barclays Bank’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
12.7 The Customer shall pay all amounts due to the Supplier in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
13.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
13.3 All Supplier Materials are the exclusive property of the Supplier.

14. CONFIDENTIALITY

14.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 14 shall survive termination of the Contract.
14.2 The Supplier may use the name of and identify the Customer as a customer of the Supplier in advertising, publicity, or similar materials distributed or displayed to other prospective customers.

15. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

15.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
15.2 Subject to clause 15.1:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these terms (including any losses that may result from the Supplier’s deliberate personal repudiatory breach of these terms OR a deliberate breach of these terms by the Supplier, its employees, agents or subcontractors; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier’s deliberate personal repudiatory breach OR a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors shall not exceed the amount paid by the Customer to the Supplier.
15.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.4 This clause 15 shall survive termination of the Contract.

16. TERMINATION

16.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1(b) to clause 16.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
16.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
(a) by giving the Customer one month’s written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
16.3 The Customer may terminate the Contract by giving the Supplier not less than one month’s written notice.
16.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

17. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

18. GENERAL

18.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.3 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
18.4 Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
18.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

18.6 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
18.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Terms and conditions for the supply of goods by The Peer Massage Project

1. Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

Conditions: these terms and conditions as amended from time to time by the Supplier.

Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.

Customer: the person, firm, organisation who purchases the Goods from the Supplier.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: the specification for the Goods as described by the Supplier on the basis of which the Customer makes an Order.

Order: the Customer’s order for the supply of Goods.

Supplier: The Peer Massage Project Limited registered in England and Wales with Supplier number 7303423.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (or when the Supplier supplies the Goods) on which date the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement between the parties.

2.4 Any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues, web sites or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. Goods

3.1 The Goods are as described from time to time in the Supplier’s catalogue, advertising materials or web site.

3.2  The Supplier reserves the right to amend the specification of the Goods as required by any applicable statutory or regulatory requirements or for any other reason.

4. Delivery of Goods

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the type and quantity of the Goods.

4. The Supplier shall deliver the Goods by post or other method to the location set out in the Order. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.3 By accepting delivery of the Goods from the Supplier the Customer acknowledges receipt and thereby agrees to be bound by these terms and conditions to the exclusion of the Customer’s own terms and conditions (if any).

5. Quality of Goods

5.1 The Supplier warrants that on delivery the Goods shall (a) conform in all material respects with their description, (b) be free from material defects in design, material and workmanship; and (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and except as herein provided the Supplier does not make or give any warranty, representation or undertaking as to the quality of the Goods, their correspondence with description or fitness for purpose that the Goods are not defamatory, injurious, obscene, unlawful, or in breach of copyright in any other manner whatsoever.

5.2 Without prejudice to the foregoing provision of this clause claims for any damage to or shortages in Goods delivered must be notified to the Supplier at the time of delivery (if the Goods are inspected by or on behalf of the Customer at the time of delivery) or, if the Goods are not so inspected, immediately upon inspection after delivery and in both cases confirmed to the Supplier in writing within 5 days of delivery. Written notice of claims for non-delivery must be given to the Supplier within 14 days of the invoice date. On no account will claims be considered if notified outside these periods. The Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. And this shall be the full extent of the Supplier’s liability.

5.3 The Supplier will not in any circumstances be liable to the Customer in respect of any loss of whatsoever nature occurring to the Customer arising from the supply of Goods or from non-delivery, delayed delivery, damage to or loss of the Goods owing to any act or omission by the Supplier (including negligence) or any cause not within the Supplier’s control including (without limitation) fire, flood, accident, strike, riot, lock-out, trade dispute, industrial action, terrorism, nuclear accident, war, insurrection, act or restraint of Government.

5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if: the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

5.5 Except as provided in these Conditions, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.1.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods and for any other goods that the Supplier has supplied to the Customer in respect of which payment has become due. Until title to the Goods has passed to the Customer, the Customer shall (a) hold the Goods on a fiduciary basis as the Supplier’s bailee, (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and (c) maintain the Goods in satisfactory condition.

6.3 Where title to the Goods has not passed to the Customer, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.4 Goods sold outside UK, EU and Western Europe are sold on a firm sale basis and are not returnable. Books returned to the Supplier by customers outside UK, EU and Western Europe will not be credited, will not be acknowledged and will be destroyed. The Supplier accepts no liability for financial losses incurred by customers who have submitted unauthorised returns.

6.5 The Customer will be responsible for insuring the Goods while they are at its risk.

6.6 Goods supplied to overseas Customers are supplied FOB provided that to the extent that the FOB conditions conflict with these terms, these terms shall prevail. Delivery to the Customer’s UK shipping Agent shall constitute delivery to the Customer for the purposes of these terms. Unless otherwise agreed by the Supplier in writing the Customer shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.

7. Customer’s obligations

7.1 The Customer shall ensure that the terms of the Order are complete and accurate;

8. Charges and payment

8.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods is exclusive of VAT and of all costs and charges of packaging, insurance, transport of the Goods[, which shall be paid by the Customer when it pays for the Goods.

8.2 In respect of Goods, the Supplier shall invoice the Customer prior to delivery. The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice; and time for payment shall be of the essence. Amounts may not be withheld or delayed by the Customer for unauthorised returns or otherwise without written agreement of the Supplier.

8.3 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier by the due date for payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 (four) per cent per annum above the then current Barclays Bank’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. All costs incurred in recovering overdue debts including, without limitation, legal expenses will be payable by the Customer.

8.4 The Customer shall pay all amounts due to the Supplier in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.

9. Limitation of liability:

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, (b) fraud or fraudulent misrepresentation, (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession, (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e) defective products under the Consumer Protection Act 1987.

9.2 Subject to clause 9.1 (a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these terms, (b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the amount paid by the Customer to the Supplier and (c) except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.3 This clause 9 shall survive termination of the Contract.

10. Termination

10.1  This Agreement shall terminate forthwith if an order is made for bankruptcy of or an effective resolution is passed for the winding-up of the Customer or if the Customer being a Supplier is unable to pay its debts within the meaning of Section 123 of the insolvency Act 1986 or any statutory re-enactment or modification thereof, or makes a composition with creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Customer.

10.2 The Supplier reserves the right to terminate this Agreement with the Customer at any time if these trading terms and conditions are violated by the Customer or for any other reason which at the discretion of the Supplier warrants such action.

10.3 On termination of the Contract for any reason (a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and (b) the accrued rights and remedies of the parties as at termination shall not be affected.

11. General

11.1 Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.2 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.