1.1    These Conditions shall apply as between the Company and the Client in respect of the Services provided under the Contract.

1.2    A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found in the Glossary at the end of these Conditions.

2.1    The Client pursuant to the Contract engages the Company to provide the Services to the Client and the Company agrees to provide the Services subject to these Conditions with reasonable care and skill.

2.2    All proposals made, quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client. Any changes or additions to the Services or these Conditions must be agreed in writing by the Company.

2.3    Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Company with all necessary information, documents or other materials, and all necessary data relating to the Services, within sufficient time to enable the Company to provide the Services in accordance with the Contract and the Conditions. The Client shall ensure the accuracy of all Client Material and clarity of any instructions.

2.4    The Services shall insofar as is reasonably practicable be provided in accordance with the specification (if any) but subject to these Conditions and shall be performed at such times as the Company shall in its sole discretion decide and during its normal business hours.

2.5    The Company may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services

2.6    The Client shall afford to the Company all reasonable co-operation in all matters relating to the performance of the Company’s obligations under the Contract. In particular but without limitation to this Clause, the Client shall:

2.6.1    promptly and fully respond to all communications of the Company relating to the provision of the Services and ensure (if applicable) that appropriate and suitably qualified members of the Client’s staff are at all reasonable times available to liaise with the Company on matters relevant to the provision of the Services;

2.6.2    obtain or assist the Company to obtain at the Client’s cost all necessary consents
required or reasonably necessary to enable the Company to properly and lawfully
provide the Services to the Client;

2.6.3     provide proper and clear instructions to the Company in respect of its requirements in relation to the Services, the Additional Services or in connection with the Contract;

2.6.4    pay all Charges promptly when due and if not paid on the due date to pay such applicable default interest at the specified rate from time to time in force.

2.7    The Company may elect to suspend the provision of Services if the Client is in breach of the provisions of the Contract and these Conditions and may at its entire discretion first serve notice of its intention to suspend provision of the Services and allow the Client seven (7) days to remedy such breach failing which the Services shall be suspended upon notice without prejudice to the payment obligations and liability of the Client.

3.1    The Company’s Charges for the relevant Services are due and payable as specified in the Contract or any Charges Sheet and will be made promptly in Trinidad and Tobago Dollars or any form of currency agreed in writing by both parties.

3.2    All Charges and sums quoted (unless otherwise specified) are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.

3.3    If the Charges are not paid by the due dates, interest shall accrue on the unpaid portion of the Charges at the rate of six (6) per cent per annum above the base rate from time to time of The Central Bank of Trinidad and Tobago. If any payments remain outstanding for fourteen (14) days or more, the Client’s access to the Services may be suspended. The Client agrees to pay all fees incurred by the Company in collecting outstanding Charges or sums.

3.4    Subject to any special terms agreed in writing by the parties, the Client shall pay the Charges and any expenses together with such additional sums which are agreed between the Company and the Client for the provision of the Services and any Additional Services or which, in the Company’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

3.5    In the absence of agreement, the Company’s standard charges and rates shall apply. The Company shall be entitled to vary its standard Charges from time to time by giving not less than fourteen (14) days’ written notice to the Client.

3.6    Upon receipt by the Company of an order or request for certain products/services, the Company may prepare an estimate for approval. Following approval by the Client of such estimate, an invoice will be sent to the Client for 100 per cent (100%) of the total estimated costs (exclusive of postage) for professional services, materials, etc. as shown in the approved budget (if any). Payment of this invoice shall be due upon receipt. A reconciliation and final invoice (where relevant) will be prepared, including a summary of fees and expense invoices. Payment of such reconciliation invoice shall also be due upon receipt.

3.7    The Client shall reimburse the Company for all out of pocket expenses, travel costs and expenses, operating costs, and disbursements incurred by it in connection with the Services.

3.8    Should the Client wish to cancel the Services, the Client needs to adhere to the Cancellation Policy appended hereto.

4.1    The goods supplied under the Services, copyright and any other intellectual property rights in any of the Company Material and or Services shall belong to the Company, subject only to the right of the Client to goods supplied after payment has been received in full.

The Client is responsible for ensuring that any “Personal Data” (as defined by the Act) it supplies to the Company has been collected within the terms of the Data Protection Act 2011 and the Data Protection and Privacy Policy. The Company agrees to process the data in accordance with lawful and reasonable written instructions provided by the Client.

6.1    The Company and the Client will work together to complete the transaction in a timely manner. The Company agrees to work expediently to provide the Services on the agreed terms and no later than the agreed date in respect of the Contract. The parties shall agree the relevant sign off and acceptance for the Services in accordance with the Company’s standard procedures.

6.2    The Client shall be deemed to have accepted the goods and/or Services if they have not been rejected on or before the fourteenth (14th) day after completion (where applicable).

6.3    Time shall not be of the essence in respect of the provision of Services notwithstanding any provision to the contrary.

7.1    The entire liability of the Company to the Client under or in connection with the Contract and these Conditions (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Charges paid by the Client to the Company for the provision of the Services.

7.2    The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of the Client.

7.3    Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any term or any duty for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss (whether or not arising in the normal course of business), or other economic loss or other claims however caused under the Contract or the provision of the Services.

7.4    The Client agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Charges and agreeing the extent of Services.

8.1    In the event that the Client elects to terminate the Services prior to completion, the Client agrees to pay the Company for any properly incurred expenses associated with such Services that were incurred by or on behalf of the Company.

8.2    The Contract may be terminated:

8.2.1    by either party immediately if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within fourteen (14) days of a written request to remedy the same;

8.2.2    forthwith by the Company upon notice if the Client fails to make payment of any sums due or Charges pursuant to the Contract or Services on the due date;

8.2.3 forthwith by either party if the other shall convene a meeting of its creditors (or be made bankrupt, if an individual) or if a proposal shall be made for a voluntary arrangement or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented (and not discharged within fourteen (14) days) or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);

8.2.4    forthwith by the Company upon notice if any analogous event to the matters set out in the foregoing sub-clause occurs in relation to the Client in its jurisdiction or under applicable law.

8.3    Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

The Company shall not be liable for any default (or deemed to be in breach of contract) by reason of any delay due to any circumstance beyond their reasonable control.

10.1    If any dispute or difference arises out of or in connection with this Contract which the Parties are unable to resolve by negotiation (the ‘Dispute’), the Parties shall seek to resolve the Dispute amicably by using the following procedure. The Parties shall submit the Dispute to an independent mediator (‘Mediator’) appointed by agreement between the Parties to assist them in resolving the Dispute. Any Party may give written notice to the other describing the nature of the Dispute, requiring the Dispute to be submitted to a Mediator and proposing the names of up to three (3) suitable persons to be appointed. If no such Person is appointed by agreement between the Parties within fourteen (14) days after such notice is given (or, if no such notice is given, within thirty (30) days after the Dispute has arisen), any party may request the Chamber of Commerce of Trinidad and Tobago to appoint the Mediator.

10.2    The Parties shall, with the assistance of the Mediator, seek to resolve the Dispute by using an alternative dispute resolution (ADR) procedure agreed between the Parties or, in default of such agreement, established by the Mediator.

10.3    If the Parties reach agreement as to the resolution of the Dispute, such agreement shall be recorded in writing and signed by the Parties (and, if applicable, the Mediator), whereupon it shall become binding upon the Parties.

10.4     If:

10.4.1    the Dispute has not been resolved to the satisfaction of all parties within twenty-eight (28) days after the appointment of the Mediator; or

10.4.2    any
Party fails or refuses to agree to or participate in the ADR procedure; or

10.4.3    the Dispute is not resolved within forty-eight (48) days after it has arisen, then the Parties shall be free to litigate in accordance with governing law and jurisdiction clause.

10.5    In the event that the Dispute is litigated: the Mediator shall not, unless the Parties all agree otherwise, take any part in the proceedings, whether as witness or otherwise, and no aspect of the ADR procedure, including any recommendations made by the Mediator in connection with the ADR procedure, shall be relied upon by any Party without the consent of the other Parties and the Mediator;

10.6    The costs and fees of the Mediator, the ADR service provider and any neutral venue shall be borne equally by the Parties [unless the Mediator otherwise decides. The Parties shall bear their own costs of all other aspects of the ADR procedure.

The parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the other party to the Contract except as permitted by law or with the other party’s consent and to strictly adhere to the Data Protection and Privacy Policy.

12.1    The Company makes no express warranties and specifically disclaims any implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, with respect to the performance of Services under the Contract and these Conditions to the extent permissible by law.

12.2    The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.

Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission to the relevant number. Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted fourteen (14) working days, twenty-eight (28) working days if prepaid airmail after posting, and if sent by fax transmission, at the date of transmission.

14.1    The parties acknowledge that the Services are not fault free and it may be impaired by matters, conditions or circumstances beyond the Company’s control and the Client will be entitled to the quality of Service generally provided by the Company to their customers.

14.2    The Client agrees that (save in respect of statements made fraudulently) it shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract and that its only remedies shall be for breach of contract.

14.3    It is acknowledged that the Company shall not be liable for breach of contract or any other failure or defect in performance of the Services (or any Additional Services or goods) which are performed other than by employees of the Company or performed by the Client or its agents or their employees or by any other third parties. 

14.4    If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.

14.5    The Company may employ sub-contractors for carrying out any part of the Services.

14.6    These Conditions (together with the terms, if any) set out in the Contract,  constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.

14.7    All other warranties, terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

14.8    In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to the Company’s original intention.

14.9    No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.10    The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other’s prior written consent.

14.11    The Client shall not assign, transfer, mortgage, charge, otherwise encumber or deal with (including by declaration of trust over it) all or any of its rights or obligations under this Agreement without the written consent of the Company.

14.12    Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract but this does not affect any right or remedy of any third party which exists.

14.13    If any provision of the Contract or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Conditions and the remainder of the provision in question shall not be affected.

14.14    The Contract and these Conditions shall be governed by the laws of Trinidad and Tobago, and the Client submits to the exclusive jurisdiction of the courts of Trinidad.

Interpretation

In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:

“Additional Services” any other services other than the Services agreed to be provided by the Company to the Client on agreed terms;

“Charges” the Company’s charges as set out in the Contract and from time to time for the provision of the Services unless otherwise expressly agreed with the Client;

“Company Material”  any Documents or other materials, and any data or other information provided by the Company in connection with or relating to the Services;

“Client” the person, company, firm or entity being party to the Contract and to whom the Services are provided;

“Company” The Greenhouse at SerpentineLimited;

"Confidential Information"all and any information (including information of whatever nature relating to the business) as a result of the Contract;

“Contract” the contract between the Company and the Client (in whatever form) for the provision of the Services to which these Conditions relate (whether appended, incorporated or attached);

“Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;

“Services” the services agreed to be provided by the Company to the Client and set out in the Services Sheet (and the “Services” shall include the Additional Services where the context admits) and/or Contract and may include any or all of the following: products and services, treatments, and workshops;

“VAT” Value Added Tax.