Modular Innovations Ltd – Terms & Conditions of Business 
Last Updated: 21-MARCH-2025

1. Definitions and Interpretation

1.1 Defined Terms:

• Company: Modular Innovations Ltd, registered in England and Wales (Company No. 15732231), with its registered office at 6-7 Waterside Station Road, Harpenden, United Kingdom, AL5 4US.

• Customer: The person, firm, or company purchasing Goods or Services from the Company. This includes both Business Customers and Consumers.

• Consumer: An individual acting outside their trade, business, or profession (as defined in the Consumer Rights Act 2015).

• Business Customer: Any Customer purchasing for trade, business, or professional purposes.

• Goods: Products, materials, modular units, or other goods supplied by the Company.

• Services: Services provided by the Company, including design, manufacturing, installation, construction, or maintenance.

• Contract: The agreement between the Company and the Customer for the supply of Goods and/or Services, comprising these Terms, the Order, and any specific terms agreed in writing.

• Order: The Customer’s request for Goods and/or Services, accepted by the Company.

• Intellectual Property Rights: All intellectual property rights, including patents, designs, copyrights, trademarks, and trade secrets.

• Confidential Information: Any confidential or proprietary information disclosed in connection with the Contract.

• Force Majeure: Circumstances beyond a party’s reasonable control, such as natural disasters, war, strikes, pandemics, or governmental actions.

1.2 Interpretation:

• Clause headings are for convenience only.

• Words in the singular include the plural and vice versa.

• References to laws include amendments or re-enactments.

• “Including” means “including without limitation.”

•  

2. Basis of Contract

2.1 Application of Terms: These Terms apply to all Contracts for Goods and/or Services. By placing an Order, the Customer accepts these Terms. No other terms apply unless agreed in writing by the Company.

2.2 Quotations and Orders: Quotations are invitations to treat, not binding offers. A Contract is formed when the Company accepts the Order in writing or by commencing performance.

2.3 Entire Agreement: The Contract constitutes the entire agreement between the parties. The Customer acknowledges it has not relied on any statements not set out in the Contract.

2.4 Changes and Variations: No changes to the Contract are binding unless agreed in writing by the Company.

3. Specifications and Compliance

3.1 Specifications: The Customer is responsible for ensuring specifications provided to the Company are accurate and suitable. The Customer indemnifies the Company against any third-party claims arising from the use of such specifications.

3.2 Compliance with Laws: The Company ensures Goods and Services comply with UK laws and industry standards. Minor modifications may be made to comply with laws or safety requirements.

3.3 Permits and Approvals: The Customer is responsible for obtaining necessary permits, licenses, or approvals.

3.4 Customer’s Information: The Customer must provide all necessary information and cooperation for the Company to perform its obligations.

4. Price and Payment

4.1 Price: Prices are as stated in the quotation or order confirmation. Prices are exclusive of VAT unless stated otherwise.

4.2 Payment Terms: Payment is due within 30 days of the invoice date for Business Customers. Consumers may be required to pay upfront or in installments.

4.3 Late Payment: The Company may suspend performance, charge interest, or recover costs for late payment.

4.4 No Deductions: Payments must be made in full without deduction or withholding.

4.5 Price Adjustments: The Company may adjust prices for long-term contracts to reflect cost increases. Consumers may cancel if the increase exceeds 10%.

5. Delivery of Goods and Performance of Services

5.1 Delivery: Delivery dates are estimates, not guarantees. The Company is not liable for delays caused by Force Majeure or the Customer’s failure to fulfill obligations.

5.2 Risk in Goods: Risk passes to the Customer on delivery. For Consumers, risk passes when Goods are in their physical possession.

5.3 Title to Goods: Title passes to the Customer only upon full payment.

5.4 Inspection: Business Customers must inspect Goods within 5 business days of delivery. Consumers are not bound by this timeframe.

5.5 Performance of Services: The Company will perform Services with reasonable care and skill. The Customer must provide access and a safe working environment.

5.6 Completion: Services are deemed completed upon use or if no material defects are notified within 14 days.

6. Customer’s Obligations and Responsibilities

6.1 General Obligations: The Customer must cooperate with the Company and provide accurate information.

6.2 Site Access and Safety: The Customer must ensure the site is safe and accessible.

6.3 Permits and Regulations: The Customer is responsible for compliance with laws and regulations.

6.4 Use of Goods: The Customer must use Goods in accordance with instructions.

6.5 Insurance: The Customer should maintain appropriate insurance for its site.

7. Warranty and Quality

7.1 Quality of Goods: The Company warrants that Goods will conform to their description and be free from material defects for 12 months (or as specified).

7.2 Quality of Services: Services will be performed with reasonable care and skill.

7.3 Remedies for Breach of Warranty: The Company will repair, replace, or refund defective Goods. Consumers have additional rights under the Consumer Rights Act 2015.

7.4 Exceptions: Warranties do not cover defects caused by misuse, wear and tear, or third-party alterations.

8. Intellectual Property Rights

8.1 Company’s Intellectual Property: All Intellectual Property Rights in Goods and Services remain with the Company.

8.2 Customer’s Intellectual Property: The Customer retains ownership of any materials provided to the Company.

8.3 Third-Party Intellectual Property: The Company indemnifies the Customer against third-party claims for infringement of Intellectual Property Rights.

9. Confidentiality

9.1 Confidential Information: Each party must keep the other’s Confidential Information confidential.

9.2 Duration: Confidentiality obligations last for 5 years after the Contract ends, or indefinitely for trade secrets.

9.3 Exclusions: Confidentiality obligations do not apply to information that is publicly known or independently developed.

10. Data Protection (UK GDPR)

10.1 Compliance: Both parties must comply with UK data protection laws.

10.2 Use of Personal Data: The Company will process personal data for the purposes of the Contract.

10.3 Data Sharing: Personal data may be shared with subcontractors or regulatory bodies as necessary.

10.4 Data Subject Rights: Customers have rights to access, rectify, or erase their personal data.

11. Limitation of Liability

11.1 Unlimited Liabilities: Neither party limits liability for death, personal injury, fraud, or breach of statutory rights.

11.2 Limits for Business Customers: The Company’s liability is limited to the total amount paid under the Contract.

11.3 Limits for Consumers: The Company is liable for foreseeable losses caused by its breach or negligence.

11.4 Force Majeure: The Company is not liable for delays or failures caused by Force Majeure.

12. Force Majeure

12.1 Definition and Effect: Neither party is liable for delays or failures caused by Force Majeure.

12.2 Notification: The affected party must notify the other of the Force Majeure event.

12.3 Termination: Either party may terminate the Contract if Force Majeure continues for more than 60 days.

13. Consumer Cancellation Rights

13.1 Right to Cancel: Consumers may cancel within 14 days of receiving Goods or entering into the Contract.

13.2 Effects of Cancellation: The Company will refund payments, minus costs for Goods or Services already provided.

13.3 Return of Goods: Consumers must return Goods at their own cost unless the Company agrees otherwise.

14. Dispute Resolution and Complaints

14.1 Complaints: Customers should contact the Company’s customer service to resolve complaints.

14.2 Negotiation: Parties must attempt to resolve disputes through negotiation.

14.3 Mediation: Parties may agree to mediation if negotiation fails.

14.4 Jurisdiction: Disputes will be resolved in the courts of England and Wales.

15. General Provisions

15.1 Governing Law: The Contract is governed by English law.

15.2 Assignment: The Company may assign its rights under the Contract. The Customer may not assign without the Company’s consent.

15.3 Notices: Notices must be in writing and delivered as specified.

15.4 Severability: If any provision is invalid, it shall be modified or deleted without affecting the rest of the Contract.

15.5 Entire Agreement: The Contract constitutes the entire agreement between the parties.

These Terms and Conditions were last updated on 21-MARCH-2025. The Customer is advised to save or print a copy for their records.