Terms and Conditions

These Terms and Conditions apply to all quotations and services provided by IPM Facilities Ltd unless otherwise agreed in writing. Effective date: April 2026

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1. KEY TERMINOLOGY

1.1. IPM Facilities - Means IPM Facilities and any associated subsidiary Company of IPM Facilities.

1.2. Customer - Means any party to whom a tender or quotation is addressed or whose order IPM Facilities accepts.

1.3. Contract - Means any contract between IPM Facilities and the Customer for the supply of Services and the purchase and sale of Goods, to which these terms and conditions apply.

1.4. Goods - Means the goods (including any instalment of the goods or any parts for them) that IPM Facilities is to supply to the Customer in accordance with these conditions.

1.5. Services - Means the works and services (including any instalment or parts of them) that IPM Facilities is to supply to the Customer in accordance with these conditions.

1.6. Standard Contract - Means a Contract to perform agreed Services and/or deliver agreed Goods at agreed intervals over a period of not less than three calendar months.

1.7. Special Contract - Means any Contract other than a Standard Contract.

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2. GENERAL

2.1. All quotations and orders for the supply of Services and/or Goods are placed and accepted by IPM Facilities with the Customer on the following terms and conditions (the “Conditions”), which contain the entire agreement between the parties relating to the subject matter of the Contract. All other Conditions are excluded from the Contract. Any order given by the Customer, whether or not in respect of a quotation by IPM Facilities, shall not be binding on IPM Facilities until accepted in writing by IPM Facilities under these Conditions. The Customer and IPM Facilities intend that their respective rights, obligations, and liabilities as provided for in the Contract shall be exhaustive of the rights, obligations, and liabilities of each of them to the other, arising out of, under, or in connection with the Contract or the performance of the Services, whether such rights, obligations, and liabilities arise in respect of, or in consequence of, a breach of contract, or of statutory duty, or a tortious or negligent act or omission that gives rise to a remedy at common law.

2.2. For Standard Contracts, all charges are quoted on the basis that the Contract will continue for a total period of at least one year, and no deductions will be allowed in respect of statutory or other holidays. Under any Contract, IPM Facilities will use reasonable endeavours to provide any specifically requested number of operatives but will not be under any liability for failing to do so.

2.3. All drawings, descriptive matter, specifications, and advertising issued by IPM Facilities, and any descriptions or illustrations (including references to hourly rates and numbers of staff referred to in those descriptions or illustrations) contained in IPM Facilities’ catalogues or brochures, are issued or published solely to give an approximate idea of the goods and/or services described in them. They will not form part of the Contract.

2.4. Unless otherwise provided in these Conditions, any notice to be given under these terms must be in writing and sent by hand or by pre-paid registered or recorded delivery post to the Customer at its last-known business address, or in the case of IPM Facilities, to its registered office. If sent by hand, it shall be considered received at the time of delivery, and if sent by registered or recorded delivery pre-paid post, it will be considered received forty-eight hours after posting.

2.5. If any statement or representation has been made to the Customer by IPM Facilities, its employees, servants, or agents, and the Customer wishes to rely on it, the Customer must set this out in a document to be attached to or endorsed on the order. IPM Facilities may confirm, reject, or clarify the point and submit a new quotation.

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3. QUOTATIONS AND ACCEPTANCE

3.1. Any quotation or order assumes the Customer will provide, free of charge, all necessary lights, power, hot water, and other facilities required to enable IPM Facilities to carry out the Services and/or deliver the Goods, as well as adequate, secure, and safe storage facilities for equipment used by IPM Facilities. Where this is not the case, the Customer shall pay IPM Facilities any additional costs it may incur.

3.2. Quotations may only be accepted within thirty (30) days from the date of quotation and may be withdrawn by IPM Facilities at any time within this period by written notice to the Customer.

3.3. In the absence of any express acceptance of these Conditions by the Customer, the making of any progress payment or allowing IPM Facilities staff to enter the site and commence the Services and/or deliver the Goods shall constitute acceptance of these Conditions by the Customer.

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4. DETERMINATION / TUPE

4.1. This Contract shall commence on the date on which the Contract is made or the date on which IPM Facilities commences the supply of Goods and/or Services to the Customer, whichever is earlier, and shall continue in force until terminated (the “Term”) by either party in accordance with the provisions of this Contract, or until IPM Facilities and the Customer agree that IPM Facilities shall cease the supply of Goods and/or Services under the Contract.

4.2. Either party may terminate a Standard Contract by giving at least three (3) months' written notice at any time on or after three (3) months from the start of the Standard Contract. This notice must be acknowledged by both parties to be effective.

4.3. For Special Contracts, the Customer shall have no right to terminate after the start of the Services and/or first delivery to the Customer’s premises by or on behalf of IPM Facilities without reasonable prior written notice to IPM Facilities. The Customer shall be liable for all costs and expenses, including a contribution to profits and overheads incurred by IPM Facilities in preparation for and partial performance of the Services and/or delivery of the Goods. IPM Facilities shall have the right to terminate any Special Contract by providing the Customer with reasonable prior written notice of termination.

4.4. Upon termination of the Contract, IPM Facilities may, at its option, require the Customer to purchase any equipment (“Equipment”) owned by IPM Facilities and used for providing the Services, at fair market value. Fair market value shall be determined by an independent valuer to be agreed upon by the parties or, in the event of no agreement, appointed by the President of The Law Society.

4.5. Within seven (7) days of the date of termination, the Customer shall pay IPM Facilities in cleared funds all sums due per the above provision. Upon receipt of cleared funds, IPM Facilities shall transfer title to the Equipment to the Customer.

4.6. The Customer shall indemnify IPM Facilities against any and all liabilities and/or obligations related to Employees who are exclusively engaged by the Customer and/or the previous Supplier in performing the Services and/or delivering the Goods to the Customer (the “Employees”) and who transfer to IPM Facilities under the Transfer of Undertakings (Protection of Employment) Regulations 1981 (TUPE), as amended, consolidated, extended, or replaced over time. This indemnity covers any claims related to the period before IPM Facilities began providing the Service, or upon termination of this Agreement, however arising, including but not limited to claims for breach of contract, loss of office, unfair dismissal, redundancy, loss of earnings, or failure to inform under Regulation 10 of TUPE, as well as all associated damages, penalties, awards, legal costs, expenses, or other liabilities incurred by IPM Facilities.

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5. INSOLVENCY

5.1. If the Customer, any holding company of the Customer, or any client of the Customer who is the ultimate recipient of the Services becomes bankrupt or deemed unable to pay its debts for the purposes of section 123 of the Insolvency Act 1986, or if it compounds with its creditors, or if a resolution is passed or proceedings are commenced for the administration or liquidation of the Customer (other than a voluntary solvent winding up for reconstruction or amalgamation), or if a receiver or manager is appointed over all or any part of its assets or undertaking, IPM Facilities will be entitled to immediately cancel any Contract in whole or in part by giving written notice to the Customer. This will not affect any other rights or remedies available to IPM Facilities.

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6. CHARGES AND PAYMENT

6.1. All charges under this Contract are fixed. However, in the event of a rise in wages or other operational costs due to changes in employment or other legislation (or interpretations thereof) or other external circumstances beyond IPM Facilities’ control, IPM Facilities is entitled to increase the monthly charges under the Contract with one month’s notice to the Customer.

6.2. If extensions, modifications, or alterations are made to the premises after a quotation is submitted, IPM Facilities reserves the right to review and adjust the charges accordingly.

6.3. Payment terms are as stated at the bottom of any quotation. If no payment terms are specified, payment will be due:

6.3.1. 30 days from the invoice date if rendered in advance of Services completion and/or Goods delivery.

6.3.2. 7 days from the invoice date if rendered after Services completion and/or Goods delivery.

6.4. Time for payment is of the essence. In the event of Customer default, IPM Facilities may cease work and remove all materials, tools, and equipment by giving written notice. Interest on outstanding sums will accrue at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998. IPM Facilities may also recover any collection costs, including agency, legal, and other fees. This does not affect any other rights or remedies available to IPM Facilities.

6.5. Any invoice disputes or queries must be submitted in writing within 14 days of the invoice date. After 14 days, the invoice is deemed accepted, and payment in full will be due as per clause 6.4. In cases of dispute, the Customer must still pay any undisputed portion of the invoice per these Conditions.

6.6. If the Customer requests copies of previously submitted documents, IPM Facilities may charge reasonable administration and copying fees.

6.7. All charges are exclusive of value-added tax (VAT) and any costs or charges related to loading, unloading, carriage, and insurance for the Services and/or Goods. These additional amounts are payable by the Customer as they become due.

6.8. All payments due to IPM Facilities become immediately payable upon Contract termination, regardless of other provisions.

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7. OBLIGATIONS OF IPM FACILITIES

7.1. IPM Facilities will:

7.1.1. Provide the Services and/or Goods per Contract requirements; and

7.1.2. Maintain insurance policies covering employer’s liability and public liability. Copies of these certificates are available to the Customer upon written request.

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8. OBLIGATIONS OF THE CUSTOMER

8.1. The Customer shall:

8.1.1. Pay the contractual charges and other sums due per clause six and provide all necessary access, facilities, and accommodation as referred to in clause 3.1.

8.1.2. Take reasonable precautions to ensure the safety of IPM Facilities’ employees, operatives, or agents while performing Services and/or delivering Goods on the Customer’s premises. Specifically, the Customer will:

8.1.2.1. Ensure that all electrical equipment near which IPM Facilities personnel work is safe, well-maintained, and switched off before any activity.

8.1.2.2. Comply with duties under sections 3 and 4 of the Health & Safety at Work Act 1974 as though the Customer were the employer of IPM Facilities’ personnel.

8.1.2.3. Comply with all applicable health and safety regulations and requirements.

8.1.3. Not, unless agreed in writing by IPM Facilities or mandated by the Transfer of Undertakings (Protection of Employment) Regulations 1991 (as amended), offer employment or a contract for services to any person engaged by IPM Facilities to work at the Customer’s premises during the Contract term and for six (6) months post-termination.

8.2. Communicate any special instructions immediately to IPM Facilities.

8.2.1. Any specific complaints regarding IPM Facilities’ performance under a Standard Contract must be submitted in writing within 5 days of the relevant Service or Goods delivery.

8.2.2. Not claim ownership of any Equipment or materials used in providing the Services or supplying Goods, except where IPM Facilities specifically sells the Equipment or materials to the Customer.

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9. CONTRACTS OTHER THAN “STANDARD CONTRACTS”

9.1. In the case of a Special Contract, the Customer must inspect the Services and/or Goods immediately upon completion and/or delivery, as appropriate. The Customer must ensure that an authorised employee is available to sign a satisfaction note or inform IPM Facilities of any reasonable and valid complaint, which IPM Facilities will then address. If no authorised employee is available to sign or no complaint is communicated to IPM Facilities in writing, the Services and/or Goods will be deemed to have been completed and delivered to the Customer’s satisfaction.

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10. GUARANTEE OF WORKS

10.1. Sections 13 to 15 of the Supply of Goods and Services Act 1982 are implied into this Contract, subject to these Conditions.

10.2. If the performance of the Services might, subject to these Conditions, entitle the Customer to claim damages or repudiate the Contract, the Customer shall not do so before first allowing IPM Facilities a reasonable period to rectify any alleged defects in the Services.

10.3. IPM Facilities, at its discretion, may rectify the defective Services at no additional cost within a reasonable period or refund the charges for the specific Service items under complaint. If IPM Facilities remedies the Services or issues a refund, the Customer is obligated to accept this resolution, and IPM Facilities will not be liable for any additional loss or damage arising from the initial defect or any delay before rectification or refund. For avoidance of doubt, clause twelve applies.

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11. SUPPLY OF GOODS

11.1. For Goods supplied by IPM Facilities (whether or not part of the Services), all warranties, conditions, and terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from these Conditions.

11.2. Risk in the Goods passes to the Customer upon delivery.

11.3. Ownership of the Goods will not transfer to the Customer until IPM Facilities has received full payment (in cash or cleared funds) for:

11.3.1. All sums due in respect of the Goods; and

11.3.2. All other sums due to IPM Facilities from the Customer on any account.

11.4. Until ownership of the Goods passes to the Customer, the Customer must:

11.4.1. Hold the Goods on a fiduciary basis as IPM Facilities’ bailee.

11.4.2. Store the Goods separately from all other goods of the Customer or any third party, at no cost to IPM Facilities, ensuring they remain readily identifiable as IPM Facilities’ property.

11.4.3. Not destroy, deface, or obscure any identifying marks or packaging on or related to the Goods.

11.4.4. Maintain the Goods in satisfactory condition and insure them on IPM Facilities’ behalf for their full price against all risks to the reasonable satisfaction of IPM Facilities. On request, the Customer shall provide IPM Facilities with the insurance policy.

11.4.5. Hold any proceeds from the insurance in clause 11.4.4 on trust for IPM Facilities, keeping them separate from other funds and not depositing them into an overdrawn bank account.

11.4.6. Not resell the Goods.

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12. LIABILITY

12.1. These provisions outline IPM Facilities' entire liability, including any liability arising from the acts or omissions of its employees, agents, or subcontractors, for any breach of the Contract or any related representation, statement, or tortious act (including negligence), collectively referred to as an “Event of Default.”

12.2. IPM Facilities’ liability for fraudulent misrepresentation and for death or personal injury resulting from its own negligence (or that of its employees) will not be limited or excluded, except as provided in Clause 12.8.

12.3. Except as provided in Clause 12.2, IPM Facilities is liable to the Customer only for damage to the Customer’s property caused directly by IPM Facilities' services. IPM Facilities is not liable for damages that occur as a result of pre-existing cracked, defective, or broken parts or fixtures.

12.4. IPM Facilities' total liability under the Contract is limited as follows:

12.4.1. For Goods, liability is limited to their cost.

12.4.2. For Services, liability is limited to re-performance (or an equivalent payment).

12.4.3. Damages are capped at £5,000,000.

12.5. Except for liabilities described in Clause 12.2, IPM Facilities is not liable for any indirect or consequential losses, including but not limited to loss of actual or anticipated profits, business, goodwill, or data, even if such losses were foreseeable or previously disclosed to IPM Facilities.

12.6. Except for Events of Default under Clause 12.2, IPM Facilities has no liability unless the Customer notifies IPM Facilities in accordance with these Conditions.

12.7. IPM Facilities is not liable for any loss or damage resulting from an employee's loss of a key, except for the costs associated with reproducing the key(s).

12.8. IPM Facilities has no liability for actions or negligence by its employees or agents that fall outside their assigned duties. The Customer should not issue instructions or request services from individuals not expressly designated by IPM Facilities.

12.9. The Customer shall indemnify IPM Facilities for any loss or damage incurred due to the Customer's breach, negligence, or termination of the Contract, including IPM Facilities' expenses and lost profits.

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13. FORCE MAJEURE

13.1. IPM Facilities is not liable for delays, failures, or damages caused by events beyond its control, including Acts of God, war, governmental restrictions, strikes, labour shortages, trade disputes, terrorism, or other causes affecting IPM Facilities or its suppliers or subcontractors.

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14. VARIATIONS

14.1. No variations to the Contract requested by the Customer are binding unless agreed in writing by both parties. Any adjustments to the charges will reflect these variations.

14.2. If a variation is agreed upon, any completion or delivery dates will be extended accordingly.

 

15. CONFIDENTIALITY

15.1. The Customer shall keep confidential any information received from IPM Facilities during discussions or contract negotiations and shall not disclose it to third parties or use it for commercial benefit.

15.2. Clause 15.1 does not apply if the information is trivial, already possessed by the Customer without a breach of confidentiality, publicly available, or required by law.

 

16. RIGHTS & OBLIGATIONS

16.1. If any term of the Contract is rendered void or invalid, the remaining provisions will remain effective.

16.2. The Customer may not assign or subcontract any rights or obligations under the Contract without IPM Facilities’ prior written consent. IPM Facilities may assign or subcontract its rights and obligations without the Customer’s consent.

16.3. A third party has no rights to enforce any terms of the Contract under the Contracts (Rights of Third Parties Act) 1999.

16.4. The Contract does not create a partnership or joint venture, nor does it authorise either party to act as an agent for the other.

16.5. Waivers of any breaches or defaults shall not be construed as waivers of future breaches or defaults, nor shall delays or omissions in exercising rights be deemed waivers.

16.6. This Contract is governed by the laws of England and Wales, and any disputes are subject to the jurisdiction of the Courts of England and Wales.

 

17. ANNUAL CONTRACT INCREASE

17.1. IPM Facilities reserves the right to review the contract value annually. Adjustments to the contract value may be required to align with price changes, based on the full percentage of the Retail Price Index (RPI) linked to private sector pay as published by the Office for National Statistics. Any price adjustments to the contract will be communicated in a separate correspondence.

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Last reviewed: April 2026