Terms and Conditions

These Terms and Conditions govern the supply of services by DIRECT BRANDED LTD, a company operating from 51 Bollington Road, Oadby, Leicester, LE2 4ND, United Kingdom, through the website directbranded.art and through written engagements issued from the mailbox general@directbranded.art. Telephone contact is +44 7860 345678. They apply to business support services, administrative and support services, administrative and support and waste management and remediation services, business services not elsewhere classified, outsourced business process management, facilities and office maintenance support, commercial waste management and recycling, environmental remediation and industrial cleanup, back-office administrative coordination, and corporate logistics and fulfilment services. They are intended for organisational clients. They are not consumer terms. If you are a consumer within the meaning of the Consumer Rights Act 2015 you must say so before any window is opened, because these terms assume a business-to-business dealing.

1. Definitions and interpretation

In these terms, Company means DIRECT BRANDED LTD. Client means the organisation that instructs the Company. Window means a defined package of inspect, test, map, lift, match and stabilise work described in a quotation or method statement. Surface read means the initial inspection of process, site, waste stream or fulfilment path. Distortion means residue, duplication, contamination, neglect or haze that conceals the Client’s original operating method. Original means the Client’s lawful working method, decision rights, statutory duties, site memory and load-bearing process that the Company is not engaged to destroy. Recovery reference means the identifier allocated to an engagement. Services means any of the fields listed in the opening paragraph. Premises means locations the Client controls or can lawfully grant access to. Waste means controlled waste as environmental law defines it. Writing includes email to general@directbranded.art from a mailbox the Client has nominated. A person includes a body corporate. Singular includes plural. Headings do not affect interpretation. References to statutes include amendments, re-enactments and subordinate legislation. Including means without limitation. If there is a conflict, a signed method statement prevails over a quotation, which prevails over these terms, which prevail over website copy.

Business day means a day other than Saturday, Sunday or a public holiday in England. VAT means value added tax. Force majeure has the meaning in the force majeure clause. Subcontractor means a person the Company engages to perform part of a Window. Personnel includes employees, workers and contractors of the Company. Confidential information means non-public information relating to either party’s business, including process maps, waste routes, pricing, and the existence of a fragile zone. Data protection legislation means UK GDPR, the Data Protection Act 2018 and PECR. Good industry practice means the skill and care reasonably expected of a competent United Kingdom provider in the relevant field, not a museum conservator and not a laboratory researcher, but a support, facilities, waste or logistics operator working with limited intervention.

2. Basis of contract

A contract is formed when the Company issues a written acceptance of a Client instruction, or when the Company begins a Surface read after the Client has confirmed a quotation in writing, whichever is earlier. Website form submission is not acceptance. These terms apply to the exclusion of any Client purchase terms unless a director of the Company signs a variation. Oral promises by site staff do not vary the contract. A quotation is valid for thirty days unless withdrawn. The Company may refuse a Window that would damage the Original, breach environmental law, or require a permit the Client does not hold.

Each Window is a separate contract unless a master services agreement says otherwise. Call-off under a master still incorporates these terms. The Client warrants it has authority to bind the organisation named on the quotation. If the named payer differs from the site occupier, both must be identified. The Company may request evidence of authority before attending a hazardous remediation.

3. Company obligations

The Company shall perform the Services with reasonable skill and care, in accordance with good industry practice and the agreed Window. The Company shall allocate a named supervisor for each live Window. The Company shall keep a recovery note of inspect, test, map, lift, match and stabilise steps sufficient to explain what was lifted and what was protected. The Company shall hold insurance as described below. The Company shall not, without instruction, expand a lift beyond the mapped zone. The Company shall stop a Window if continuing would create an uncontrolled environmental or safety risk, and shall notify the Client promptly.

Time is not of the essence unless a deed or a clearly labelled critical-path date says so. Estimates of duration are informed guesses after a Surface read, not liquidated guarantees. The Company shall use reasonable endeavours to meet agreed attendance slots. Missed slots caused by the Client’s locked Premises, absent induction, or missing waste paperwork are not Company delay.

4. Client obligations

The Client shall give access, truthful information, and timely decisions. The Client shall disclose known asbestos, contamination, structural instability, violence risk, data classification, and any regulator interest before a Window opens. The Client shall obtain landlord, neighbour and permit consents that only the occupier can obtain. The Client shall nominate a single operational contact. The Client shall not instruct Company Personnel to ignore exclusion zones. The Client shall keep the Original identifiable: if the Client simultaneously runs a conflicting transformation programme that scrapes the same process, the Company may suspend until the conflict is mapped.

The Client shall provide welfare, parking instructions, and site rules in writing. The Client shall ensure that Client staff do not mix waste streams the Company has just separated. The Client shall pay invoices as due. The Client shall not solicit Company Personnel during the engagement and for six months after, as detailed later. The Client remains the producer of waste unless law assigns that role elsewhere.

5. Surface read and testing

No full lift is required to be performed before a Surface read unless the parties agree an emergency attendance. A Surface read may be charged even if the Client then refuses the lift. Test Windows are small, reversible where reasonably practicable, and recorded. The Client acknowledges that a test may reveal that the Original is already damaged, in which case the Company will not pretend a lift can restore what is gone. Recommendations are professional opinions, not insurance surveys, not legal advice, and not Environment Agency determinations.

6. Mapping fragile zones

Fragile zones include single points of failure in a BPO cycle, plant whose failure closes a floor, mixed hazardous fractions, and fulfilment cut-offs that cannot slip. Mapping may recommend that a layer be left untouched. A decision to leave a layer is still Services and may be invoiced. The Client shall not treat a map as a licence to operate unsafely. If the map shows a statutory breach, the Company may notify the Client in writing and, where law requires, notify a regulator.

7. Lifting distortion

Lifts are limited to the mapped distortion. Over-cleaning is a breach of the Company’s method and is not authorised by these terms. If the Client demands a scrape of Original process, culture, or fabric that the Surface read marked as load-bearing, the Company may refuse. Residue cleared remains the Client’s waste unless title to that waste transfers under environmental law to a carrier. Edge matching means aligning the recovered area to remaining practice so the organisation does not fail at the boundary.

8. Stabilisation and handover

A Window ends when the Company issues a stabilise note or when the quotation’s hours are exhausted, whichever the quotation states. Handover includes recovery reference, remaining fragile zones, and any monitoring the Client must continue. Failure by the Client to continue monitoring is not a Company defect. Re-attendance after handover is a new Window unless a defect exists under the warranty clause.

9. Business support and administrative services

Administrative and support services include diary, inbox, document coordination, visitor handling, and vendor chase as specified. The Company does not become a director, a money-laundering reporting officer, or a solicitor by running an inbox. The Client remains responsible for the legality of content. The Company will not impersonate the Client on public registers. Working hours follow the quotation, ordinarily aligned to English business days. Out-of-hours admin is a separate Window.

The Company is not obliged to process special category data through administrative support. Payment-card data will not be taken through the public website form. If administration includes cash handling, a written protocol and insurance check are preconditions. Service levels for acknowledgement times are targets unless labelled as guaranteed with a service credit formula.

10. Outsourced business process management

BPO Windows run agreed cycles only. Strategy, pricing, hiring and firing, and statutory sign-off remain Client pigment unless a deed transfers a specific function. The Company may recommend lifting a duplicate tool; it will not delete a production system without written authority. Volume assumptions in a quotation, if exceeded by more than fifteen percent for two consecutive months, entitle the Company to re-price on ten days’ notice. The Client shall provide system access that is unique, revocable, and logged.

If TUPE may apply to a BPO take-on or hand-back, the TUPE schedule in these terms applies. The Company does not warrant that a Client’s customers will accept a change of operational contact. The Client shall notify its customers if law or contract requires. Error rates are measured as defined in the process card. Disputes about an error require the Client to supply the original instruction within five business days.

11. Facilities and office maintenance

Facilities Windows cover planned and reactive maintenance as quoted, not a full repairing lease. The Company is not the Client’s CDM principal designer unless separately appointed in writing. The Client remains the occupier for fire, asbestos management, and legionella unless a competent person appointment is documented. Parts are charged as quoted or at cost plus the stated handling percentage. Manufacturer warranties pass through where assignable; the Company does not enlarge them.

Access at agreed times is essential. Abortive attendance caused by no access is chargeable. The Company shall make safe where it has created a hazard. Pre-existing defects discovered during a Window will be notified; fixing them is extra unless already in scope. Keys and fobs remain Client property and shall be logged. Alarm codes shall not be sent in the same email as a full address if an alternative exists.

12. Commercial waste and recycling

The Client warrants it is entitled to present the waste and that the description is accurate. The Company may refuse unmarked, misdescribed, or prohibited fractions. Duty of care under the Environmental Protection Act 1990 and the Waste (England and Wales) Regulations 2011 sits primarily with the producer. The Company will complete transfer documentation for movements it arranges. The Client shall sign where a producer signature is required. Mixing after segregation is a Client breach.

Recycling rates in a quotation are estimates dependent on contamination. Contaminated loads may be redirected as residual waste at additional cost. Skip placement requires the Client to obtain highway licences if the skip sits on a public road. The Company is not liable for parking tickets on Client-controlled land. Title to waste passes in accordance with law and the carrier’s terms, typically on collection or on acceptance at the receiving facility, as the note states.

13. Environmental remediation and industrial cleanup

Remediation is limited intervention inside a mapped exclusion, not a guarantee of a site that will pass every future use class. The Company does not provide contaminated-land legal determination. Sampling, if included, follows the method statement. Unexpected finds such as suspected asbestos, unexploded ordnance, or fuel tanks entitle the Company to stop and re-price. The Client shall appoint any specialist the law requires when the find is outside the Company’s quoted competence.

Runoff, dust and noise will be managed as the method statement describes. Neighbour complaints will be referred to the Client as occupier. If an environmental permit is required, the Client is the operator unless the quotation says the Company will apply. Illegal instruction to dilute, bury, or misdescribe waste is a ground for immediate termination by the Company without prejudice to fees then due and to any report the Company is legally obliged to make.

14. Corporate logistics and fulfilment

Logistics Windows cover agreed storage handoff, despatch coordination, returns logging, and exception chase. The Company is not a common carrier and does not by these terms accept CMR or haulier liability unless a separate carriage contract is signed. Title to goods remains with the Client or the Client’s customer. Risk in goods remains with the Client unless a warehouse contract with a stated risk transfer is signed. Proof of delivery obtained from a downstream courier is evidence, not a warranty of the courier’s whole network.

Cut-off times are as quoted in UK local time. Peak periods may require volume caps. Dangerous goods will not be handled unless the quotation includes the correct class and trained persons. The Company shall not be liable for delay caused by the Client’s late pack, incorrect SKU, or customs data the Client must supply. Shrinkage discovered at take-on shall be recorded; the Company is not liable for pre-existing shortage.

15. Fees, VAT and expenses

Fees are as quoted, exclusive of VAT unless stated. VAT is charged at the prevailing UK rate. Expenses such as disposal gate fees, parts, congestion charges, and reasonable travel from Oadby may be extra if the quotation says so. The Company may require a deposit before a remediation or a large waste campaign. Retention by the Client of a percentage of fees is not permitted unless a construction-style contract is separately signed.

If a statutory levy, landfill tax, or similar is increased after quotation, the increase passes through. Currency is pounds sterling. The Company may suspend for late payment after written notice. The Client shall not set off unliquidated claims against invoices except as English law mandatorily allows.

16. Invoicing and late payment

Invoices are issued from DIRECT BRANDED LTD and are payable within fourteen days of the invoice date unless the quotation states thirty days. Time of payment is of the essence. Late sums bear interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate plus the statutory compensation, together with reasonable recovery costs. The Company may recover solicitor and collection-agent fees on an indemnity basis after default.

Queries must be raised within five business days of invoice, failing which the invoice is deemed accepted as to arithmetical accuracy, without prejudice to later bona fide dispute of the underlying Window. Electronic invoices are valid. Purchase-order numbers, if the Client requires them, must be supplied before the Window; absence of a PO is not a defence to payment if the Client instructed work.

17. Change control

A change is any lift outside the mapped Window, any added site, any added waste stream, or any BPO volume beyond the stated band. The Company shall issue a change note. Work shall not proceed on the change until the Client confirms in writing, except emergency make-safe which is chargeable on a time and materials basis. Silence for five business days after a change note may be treated as rejection, not acceptance, unless the note was labelled as an emergency make-safe already performed.

18. Subcontracting and assignment

The Company may subcontract specialised lifts, carriage, and disposal to competent persons. The Company remains responsible to the Client for subcontracted performance as these terms allocate risk, except where a named specialist is a Client-nominated supplier. The Client shall not assign the contract without the Company’s consent, not to be unreasonably withheld for a solvent group transfer. The Company may assign receivables.

19. Personnel and non-solicitation

Company Personnel remain under the Company’s control. The Client shall not instruct them to break law. During the term and for six months after, neither party shall solicit the other’s employees who were materially involved in the Window, except via a bona fide public advertisement. A breach of this clause is compensated by a fee equal to twenty percent of the person’s annualised remuneration, as a genuine pre-estimate of recruitment disruption, not as a penalty.

20. TUPE

If the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply to a BPO or facilities take-on or exit, the Client shall provide employee liability information in time. The Client shall indemnify the Company against claims arising from Client failures before transfer, including underpaid wages and discrimination. The Company shall indemnify the Client against claims arising from Company failures after transfer to the Company, limited as the liability clause provides. Neither party shall object to a genuine TUPE transfer solely to avoid cost if the law applies. Consultation remains a Client duty where the Client is transferor, and a Company duty where the Company is transferor.

If TUPE is disputed, the parties shall map the activity. The Company may price a contingency. Dismissals connected with a transfer shall only occur for an economic, technical or organisational reason entailing changes in the workforce, as the Regulations allow. Employee data is processed under data protection legislation.

21. Health and safety

Each party shall comply with the Health and Safety at Work etc. Act 1974 and relevant regulations including, where applicable, CDM 2015, COSHH, Work at Height, and RIDDOR. The Client as occupier shall provide information on asbestos, fire, and known hazards. The Company shall provide risk assessments for its method. Either party may stop work for a serious and imminent danger. The Company is not the Client’s competent person for every statutory survey unless quoted.

22. Insurance

The Company shall maintain public liability and employer’s liability insurance at levels stated in the quotation or, if silent, at levels reasonable for the Window. Professional indemnity, if the Window includes advice beyond ordinary operational coordination, shall be maintained where a prudent Leicester operator would maintain it. The Client shall maintain property and business interruption insurance on its Original. Insurance does not reduce a liability cap except as the insurer pays. Certificates are available on request. The Company’s insurers may assume conduct of a claim.

23. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be limited. Subject to that, the Company is not liable for loss of profit, revenue, anticipated savings, goodwill, or indirect or consequential loss, even if foreseeable. The Company’s total liability arising out of a Window, whether in contract, tort, or otherwise, shall not exceed the fees paid for that Window in the twelve months before the claim, or ten thousand pounds, whichever is greater, unless the quotation states a different cap.

The Client shall mitigate. A claim must be notified with reasonable detail within twenty business days of the Client becoming aware of the facts, and legal proceedings must be issued within twelve months of the cause of action, except for personal injury. This is a contractual limitation period. The Company is not liable for Client data loss if the Client failed to keep backups it could reasonably keep. The Company is not liable for regulator fines issued to the Client as producer or occupier except to the extent caused by the Company’s proven breach.

24. Indemnities

The Client shall indemnify the Company against third-party claims arising from inaccurate waste descriptions, unsafe Premises, unlawful Client instructions, and intellectual property in materials the Client supplies. The Company shall indemnify the Client against third-party claims that Company-created process cards, to the extent original to the Company, infringe a third party’s UK copyright, provided the Client lets the Company control the defence. Indemnities are subject to the liability cap except for Client waste-misdescription and fraud.

25. Warranties

Each party warrants it has power to contract. The Company warrants it will perform with reasonable skill and care. All other warranties, including fitness for a particular unseen purpose, are excluded to the extent permitted by the Supply of Goods and Services Act 1982 and UCTA. A defects window of twenty business days after stabilise applies to workmanship the Client could reasonably have noticed. Latent environmental conditions are not defects in workmanship.

26. Intellectual property

Each party retains IP in its pre-existing materials. Process cards created uniquely for the Client vest in the Client once paid for, except that the Company retains a licence to use anonymised method fragments to perform other limited-intervention work. Photographs of residue and fabric may be used in anonymised recovery tables. The Client shall not remove recovery references from documents the Company must keep for law.

27. Confidentiality

Each party shall keep the other’s confidential information secret, using at least the care it uses for its own, and not less than reasonable care. Exceptions: public domain without breach, independently developed, required by law or regulator, or disclosed to insurers, auditors, and subcontractors under equivalent duties. The obligation lasts three years after the Window, and indefinitely for trade secrets while they remain secret. Portfolio pages will not name the Client without consent.

28. Data protection

Each party shall comply with data protection legislation. Where the Company is processor, it shall process only on documented instructions, ensure confidentiality, implement appropriate security, not appoint sub-processors without the framework in the Privacy Policy and these terms, assist with data-subject rights and DPIAs reasonably, delete or return personal data at the end of the Window except records the Company must keep as controller, and make available information to demonstrate compliance. The Client warrants that its instructions are lawful and that it has provided notices to data subjects.

International transfers by the Company follow the Privacy Policy. A personal-data breach relating to Client-controlled data will be notified to the Client without undue delay after the Company becomes aware. The Company may charge reasonable costs for assistance that exceeds ordinary BPO, unless the assistance is required because of the Company’s breach.

29. Anti-bribery, modern slavery, tax evasion and sanctions

Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 facilitation-of-tax-evasion offences, and applicable UK sanctions. The Company may refuse a Window that would breach those regimes. The Client shall maintain proportionate procedures. Gifts of more than a token conservation-table value require written approval. The Company may audit, on notice, the Client’s relevant procedures if a regulator requires the Company to show its supply chain.

30. Records and audit

The Company shall keep waste, safety and invoice records for the statutory or six-year period, whichever is longer. The Client may audit those records on reasonable notice not more than once a year unless a regulator or a bona fide suspected breach justifies more. Audits shall not disrupt a live exclusion zone. The Client shall treat audit findings as confidential.

31. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including flood, fire, epidemic, industrial action affecting a third party, Environment Agency closure of a receiving facility, highway closure, utility failure, and cyber-attack not caused by the delayed party’s failure to apply ordinary security. Payment obligations are not excused except where banking systems themselves fail. If force majeure continues more than sixty days, either party may terminate the affected Window without penalty, paying for work done.

32. Suspension

The Company may suspend for late payment, unsafe Premises, missing permits, suspected illegal waste instruction, or data-access that would breach UK GDPR. Suspension does not waive fees. The Company shall resume when the cause is cured. The Client may suspend if the Company commits a material safety breach and fails to begin cure within a reasonable period after notice.

33. Termination

Either party may terminate a Window for material breach not cured within fourteen days of notice, or immediately for insolvency events under English law, or immediately for illegal instruction. The Company may terminate convenience on thirty days’ notice for admin or BPO retainers unless a minimum term is quoted. The Client may terminate convenience on thirty days’ notice, paying fees for work done, committed disposal, and a demobilisation charge of ten percent of the remaining quoted Window if termination occurs after mapping.

On termination the Company shall handover maps and keys, and delete processor data as the data clause requires. The Client shall pay outstanding invoices. Survival: liability, confidentiality, data, IP, non-solicitation, waste records, governing law.

34. Dispute resolution

The parties shall attempt good-faith negotiation between named managers within ten business days of a dispute notice. If unresolved, they may agree mediation in Leicester or London under a CEDR or equivalent model. Nothing prevents a party seeking interim injunctive relief. Subject to that, the courts of England and Wales have exclusive jurisdiction. Governing law is England and Wales. The Company may sue for debt in the Client’s home courts as well.

35. Notices

Notices shall be in writing to 51 Bollington Road, Oadby, Leicester, LE2 4ND, United Kingdom, or to general@directbranded.art, or to the Client address on the quotation. Email is deemed received on the next business day if sent on a business day before 17:00 UK time. Post is deemed received on the second business day after first-class posting in the UK. Notices of breach and termination should also be posted if first sent by email.

36. Entire agreement

These terms, the quotation, the method statement, and any data-processing particulars form the entire agreement and supersede prior negotiations. Each party acknowledges it has not relied on a representation not set out in those documents, except for fraudulent misrepresentation. Website marketing metaphors, including solvent tables and varnish, are method language, not a warranty of a chemical process.

37. Variation, waiver, severability, third-party rights

Variations must be in writing and authorised. A waiver must be express. If a provision is void, the remainder continues, modified to the minimum extent to make it valid. No third party may enforce these terms under the Contracts (Rights of Third Parties) Act 1999 except insurers as described. Partnership is not created. Neither party is the other’s agent except for waste movements the law treats as such.

38. Publicity

Neither party shall issue a press release naming the other without consent. The Company may list a generic sector outcome in recovered surface tables without the Client’s trading name. The Client shall not present the Company’s method as the Client’s invention.

39. Complaints

Complaints go to general@directbranded.art with the recovery reference. The Company shall acknowledge within two business days and provide a substantive response within ten, longer if a site investigation is required. Complaints do not freeze invoices unless the dispute is particularised and bona fide.

40. Emergency callouts

Emergency facilities or spill attendances are charged at the emergency rate in the quotation or, if silent, at one and a half times the ordinary hourly rate plus disposal. The Company does not warrant a maximum arrival time from Oadby across the whole United Kingdom. Motorway closure is force majeure. Make-safe may look ugly; cosmetic match is a later Window.

Schedule A. Detailed inclusions and exclusions for administrative support

Administrative support includes, unless the quotation deletes a line, the coordination of incoming business correspondence that the Client has routed to an agreed mailbox, the drafting of routine replies from templates the Client has approved, the booking of meetings using the Client’s calendar rules, the preparation of visitor lists for sites the Client names, the chasing of suppliers for documents already requested by the Client, and the filing of PDFs into a folder structure the Client owns. It includes a weekly surface log listing open items, owners, and dates. It includes escalation to the Client’s nominated contact when a third party demands a commitment the Company is not authorised to give.

Administrative support excludes the giving of legal, tax, or immigration advice, the signing of contracts as the Client, the making of regulated credit decisions, the handling of cash beyond a written protocol, the moderation of public social-media arguments, the destruction of records that are on a legal hold, and the unsupervised use of a Client company seal. It excludes out-of-hours cover unless purchased. It excludes translation except of ordinary business English into ordinary business English summaries. It excludes attending court. If a correspondent threatens violence, the Company will stop the thread and notify the Client; it will not perform private investigation.

The Company may set a daily cap on new threads per operator as stated in the process card. Threads above the cap roll to the next business day unless the Client buys an overflow Window. The Client shall keep templates lawful and non-misleading. If a template becomes inaccurate because the Client changed a product or a waste route, the Client shall issue a replacement the same day. The Company is entitled to rely on the last approved template. Quality is measured by the process card’s sample of replies, not by a single unhappy correspondent.

Where administration includes back-office coordination between finance and operations, the Company will move status, not invent it. The Company will not release goods, skip collections, or facility keys on a verbal instruction from an unidentified caller. Dual control on payments, if the Client uses it, remains the Client’s dual control. The Company will not be added as a bank signatory under these terms. Any exception requires a deed.

Schedule B. Detailed BPO operating rules

A BPO Window begins with a process card that names the cycle, the system of record, the fields the operator may edit, the exception path, the hours, the volume band, and the recovery reference. Operators shall not create shadow spreadsheets as a second system of record unless the process card authorises a temporary map during a lift of distortion. Shadow tools created without authority may be deleted at stabilise. The Client shall provide training materials that match the live system. If the live system differs, the Company may pause the cycle for a re-read.

Identity and access management remains the Client’s unless the quotation includes IAM administration. Shared logins are a Client breach. The Company shall notify the Client of suspected credential stuffing against a mailbox the Company monitors. The Company is not a managed security service. Password resets follow the Client’s protocol. If the Client has no protocol, the Company will require a written one-page protocol before handling resets.

Customer complaints handled inside a BPO cycle shall be logged with date, channel, and outcome. The Company will not admit legal liability in a complaint reply. The Company will not offer compensation above a threshold the process card states. Regulatory complaints (Ofcom, ICO, Environment Agency, Trading Standards) shall be escalated to the Client the same business day they are recognised. The Company does not become the Client’s nominated representative at those bodies.

Change of a BPO system mid-Window is a change-control event. Data migration is not included unless quoted. The Company will not perform a weekend cutover without a written rollback sketch. If the Client insists on a cutover without rollback, the Company may proceed only after the Client signs a risk acceptance. Service credits, if any, are the exclusive remedy for missed acknowledgement targets, capped at ten percent of the monthly BPO fee, and are not available if the Client’s system was unavailable or if volume exceeded the band.

On exit, the Company shall provide a knowledge pack of process cards, open-item lists, and access inventories within ten business days of the exit date, provided invoices are paid. The Company shall attend one handover call of up to two hours. Additional handover is extra. The Company may retain anonymised method fragments. Client customer personal data is returned or deleted as the data clause requires. The Company will not hold a mailbox hostage for payment, but it may suspend live processing for late payment after notice.

Schedule C. Facilities maintenance specification

Planned preventative maintenance, if purchased, follows the asset list attached to the quotation. Assets not on the list are reactive only. Filters, lamps, belts, and similar consumables are extras unless a bundled price is stated. The Company will isolate electrical or mechanical energy using ordinary lock-out practice for the trade involved; specialist high-voltage or gas work requires a named competent contractor. The Client shall keep a current asbestos register and shall point it out before fabric is disturbed.

Reactive callouts are triaged as make-safe, next-business-day, or scheduled. Make-safe aims to remove immediate danger or water ingress, not to restore decoration. Ceiling tiles, paint, and matching veneers are a later match Window. The Company may photograph before and after for the recovery note. Photographs will avoid faces. If a callout reveals a statutory failure such as a blocked fire exit caused by Client storage, the Company will record it and may refuse to treat the blockage as a Company defect.

Building-management passwords remain Client property. The Company will not connect a site controller to a public network without instruction. Legionella, fire-alarm, and lift regimes require competent-person appointments the Client must make if not included. The Company can coordinate those specialists as a Window; it does not silently inherit those appointments by sweeping a floor. Spares stored on Client Premises are Client risk for theft or fire unless the quotation places them on a Company vehicle.

Helpdesk hours follow the quotation. Emails to general@directbranded.art about a leaking roof after hours are not a monitored alarm unless an emergency number is stated. The Client should telephone +44 7860 345678 only if the quotation includes that path. False attendance because a Client employee failed to reset a panel is chargeable. Recurring false alarms may be mapped as a fragile zone and lifted as a separate Window.

Schedule D. Waste, recycling and duty of care

Before regular collections begin, the Company shall be given a description of waste, typical volumes, access constraints, and any hazardous fraction. The Client shall not place clinical, explosive, radioactive, or unknown chemicals in a general skip. The Company may require analysis at Client cost if a load smells, fumes, or appears misdescribed. Transfer notes shall be completed. Electronic notes are acceptable if the chosen system meets the law. The Client shall keep copies for the statutory period even if the Company also keeps copies.

Segregation guidance given by the Company is operational, not a warranty that a particular bale will attract a commodity price. Commodity rebates, if shared, are stated in the quotation and may be negative when markets fall. The Company may store awaiting a viable load; storage beyond the quoted dwell is extra and may be redirected. Fly-tipped waste on Client land remains Client waste. The Company may quote a lift; it will not accept title before collection.

Hazardous waste movements require consignment notes, correct classification, and a consignee authorised to receive the code. The Company will not move hazardous waste on a verbal ‘take it away’. If the Client’s SIC or premises code is wrong, the Client shall correct it. The Company is entitled to refuse a job that would require falsifying a code. Penalties issued because the Client misdescribed waste are the Client’s. Penalties issued solely because a Company-nominated carrier lost a note are the Company’s, subject to the liability cap and to the carrier’s conditions which will be flowed to the Client if they are the only lawful terms available in the market.

On-site compaction equipment, if supplied, remains Company property unless sold. The Client shall not overload it. Injury caused by Client staff bypassing guards is Client risk. Servicing intervals are as quoted. The Client shall provide a suitable power supply. Highway permits, cones, and chapter-8 compliance for on-street placement are Client cost unless quoted. Neighbours’ complaints about appearance of a skip are referred to the Client.

Duty-of-care audits by the Client’s customers may be attended by the Company at extra cost. The Company will not sign a customer’s supplier code that contradicts these terms or UK law. If a supermarket or a facilities-management prime requires additional vetting, the time is chargeable. Waste data supplied for ESG reports is based on transfer notes, not on estimates, unless an estimate is labelled as such.

Schedule E. Remediation methodology limits

A remediation Window is designed as sequential test lifts, not as a promise of a site suitable for residential planning. The Company does not warrant that a local authority will accept the method as a planning condition discharge. If the Client needs a specialist consultant’s report for planning or for Part 2A, that consultant should be appointed by the Client. The Company may work to that consultant’s specification if quoted.

Exclusion zones will be marked. Client staff who enter without permission do so at Client risk and may cause abortive cost. Dust suppression, if specified, depends on water supply the Client provides unless a bowser is quoted. Night working requires the Client to manage local noise expectations. Odour complaints are recorded; they are not automatically a defect. Validation sampling after a lift, if included, follows the sample number in the method statement. Extra samples are extra.

Discovery of Japanese knotweed, invasive species, or protected species is a stop event. Discovery of human remains or suspected archaeology is a stop event and may require the police or the local historic-environment officer. The Company is not an archaeologist. Discovery of a fuel line that is live is a stop event. The Client shall supply drawings it holds. The Company is not liable for drawings the Client failed to supply.

Waste from remediation is described from the method, not from hope. If a receiving facility rejects a load, the Company will notify the Client and re-route or return at cost. The Client shall not pressure the Company to mix fractions to reduce gate fees. Such pressure is illegal instruction. The Company may photograph the rejected load. Those photographs are evidence, not a gallery.

Schedule F. Logistics and fulfilment rules

Goods shall be identifiable. Unlabelled cartons may be quarantined. The Company will not guess SKUs. Temperature-controlled goods are excluded unless a cold-chain Window is quoted. Food, medicines, and dual-use items may require licences the Client must hold. The Company will not store fireworks, bulk fuels, or illegal goods. If illegal goods are discovered, the Company may contact the police and terminate.

Inventory counts, if purchased, are snapshots. Shrinkage between counts is investigated reasonably; it is not automatically Company theft. CCTV, if the Client’s, should be made available on request after an incident. The Company is not liable for mysterious disappearance in a shared building where the Client also has staff with keys, unless the Company’s breach is proven. Seals on outbound pallets are applied if quoted; broken seals in transit are a courier matter unless the Company was the carrier under a separate contract.

Returns processing follows the RMA rules the Client writes. The Company will not refund customers from its own bank. Restocking decisions remain Client pigment. Damaged returns shall be photographed. The Company will not dump electronics in residual waste if WEEE rules apply; the Client shall buy a WEEE route. Cut-off slippage caused by a courier’s network event is force majeure as between Company and Client if the Company booked the courier with ordinary care.

International fulfilment is excluded unless Incoterms, export licences, and data for customs are supplied. The Company does not act as the Client’s exporter of record by default. Sanctions screening of consignees is the Client’s duty unless quoted. The Company may refuse a destination that is obviously sanctioned. Storage beyond the quoted dwell attracts a daily rate. Abandoned goods after sixty days of unpaid storage may be disposed of after notice, with proceeds after costs returned if any, without prejudice to remaining debt.

Schedule G. Credit, security and set-off

The Company may run a credit search on a corporate Client. Credit limits may be set and revised. Work beyond a credit limit may be paused. The Company may require a parent guarantee for a new special-purpose vehicle. Personal guarantees are not created by these terms. The Company may register a notice at Companies House if a retention-of-title clause in a parts supply applies. Services themselves are not goods; retention of title in services is meaningless, but unpaid process cards may be withheld until payment.

The Client shall not assign invoices payable to the Company as a bargaining chip in an unrelated dispute with a third party. If the Client enters a supply-chain finance scheme, the scheme must not extend payment beyond the contracted date without the Company’s written consent. Early-payment discounts exist only if quoted. Chargebacks on card payments, if ever used, remain the Client’s problem if the work was done.

Schedule H. Information security for coordinated systems

The Company applies ordinary access control, unique credentials, and need-to-know. It is not ISO-certified by these terms unless a certificate is attached. The Client shall not require the Company to join a Client domain in a way that gives the Client remote wipe of Company devices used for other clients. Split devices or browser profiles will be used where practicable. The Company may refuse an insecure protocol such as unencrypted FTP for personal data.

Penetration tests of Company systems by the Client are forbidden without written agreement and a defined scope. The Client shall not phish Company staff as a test. Security questionnaires will be answered reasonably; a five-hundred-question form is extra. If a Client requires SOC reports from every subcontractor including a skip carrier, the Client must accept that many carriers will not have them, and an alternative control will be mapped.

Schedule I. Premises, neighbours and landlords

The Client shall disclose landlord conditions, quiet hours, loading-bay rules, and neighbour sensitivities. The Company is not a party to the lease. Damage to Premises caused by Company negligence will be made good or paid, subject to the liability cap and to wear-and-tear exclusions. Pre-existing damage shall be photographed at take-on where a Window is likely to disturb fabric. Failure by the Client to attend a take-on survey is not a reason to treat all later marks as Company damage.

If a landlord claims against the Company directly, the Client shall take over the claim if it arises from occupier duties. If a neighbour claims in nuisance for a skip the Client required on the street, the Client conducts the claim. The Company will cooperate with facts. Planning enforcement against an unauthorised change of use is a Client matter.

Schedule J. Training, inductions and competence

Company Personnel will attend Client inductions that are reasonable in length. Inductions longer than forty-five minutes, or recurring weekly without new hazards, are chargeable waiting. The Client shall not use induction videos as a way to impose terms that contradict this contract. Competence for a trade is evidenced by ordinary qualifications for that trade in England. The Client may request CVs of supervisors, not of every operative, except where a high-hazard remediation reasonably requires named persons.

Apprentices and trainees, if used, will be supervised. The Client may not refuse a competent person solely on grounds of age if that would be unlawful discrimination. Right-to-work checks for Company Personnel are the Company’s duty. Right-to-work checks for Client staff remain the Client’s. Site drug-and-alcohol policies apply to Company Personnel while on Premises if they are lawful, proportionate, and disclosed in advance; random testing without notice and without a safety justification may be refused.

Schedule K. Environmental claims and green language

The Company will not state that a Client is carbon-neutral because a recycling Window exists. Any environmental statement the Company makes will be capable of being evidenced from transfer notes or from a named methodology. The Client shall not attribute to the Company an ESG claim the Company did not approve. Greenwashing instructions are refused. If a regulator later challenges a claim the Client published using Company data out of context, the Client defends that publication.

Schedule L. Records after insolvency

If the Client enters administration, the Company may rely on the Insolvency Act moratorium rules then in force. Pre-insolvency unpaid invoices remain debts. The Company may retain documents it must keep for waste and tax even if an administrator demands a laptop image that would mix other clients’ data. The Company will cooperate with office-holders within that constraint. Goods held in a logistics Window may be subject to retention claims by the Client’s suppliers; the Company is a bailee only if a warehouse contract says so, otherwise it is a coordinator.

Schedule M. Additional interpretation for website metaphors

Words such as varnish, solvent, pigment, swab, test window, and fragile zone are used in these terms and on directbranded.art as a method language for limited operational intervention. They do not engage the law of cultural-property conservation. They do not create a duty to follow BS EN standards for paintings. They do not make the Company a museum. Courts should interpret those words as referring to process, facilities, waste, and logistics surfaces. A reasonable business reader in Leicester would so understand them.

Schedule N. Order of documents and hierarchy examples

If a quotation says a waste campaign is a fixed price and a later email from an operative promises unlimited extra bags, the quotation prevails. If a method statement says do not enter a tank and a Client supervisor verbally asks for a look inside, the method statement prevails and the request is a change plus a safety stop. If these terms cap liability and a Client purchase order says liability is unlimited, these terms prevail unless a director of DIRECT BRANDED LTD signed the purchase order as a variation. If website copy says response within two working days and a live spill Window requires immediate telephone contact, the spill Window’s quotation prevails for that event.

Schedule O. Contact block for legal notices

Legal notices to DIRECT BRANDED LTD shall be sent to 51 Bollington Road, Oadby, Leicester, LE2 4ND, United Kingdom, with a copy to general@directbranded.art. Telephone +44 7860 345678 is for operational contact and does not by itself constitute notice of breach or termination. The Company’s website for these terms is https://directbranded.art. The governing law remains England and Wales. Nothing in this Schedule requires a particular form of deed. Where a deed is required by another clause, it must be executed as a deed under English law.

Schedule P. Service hours, public holidays and Leicester context

Ordinary service hours are 09:00 to 17:30 UK time on English business days, coordinated from Oadby, Leicester. Public holidays in England are not ordinary days. Scotland, Wales and Northern Ireland holidays do not by themselves close the Leicester table, but site Windows in those nations follow local site rules. The Company does not promise same-day attendance in the Highlands, on islands, or in locations that require a ferry. Travel from LE2 4ND is priced as quoted. Congestion and clean-air charges in other cities pass through when incurred for the Client.

If the Client’s site works a night shift, a Window that must observe that shift is a separately priced attendance. Religious and cultural festivals that the Client observes should be named in the quotation so that abortive attendance is avoided. The Company will not discriminate. It will also not assume a site is closed because a neighbouring school is closed. The Client remains the source of truth for site opening.

Schedule Q. Document formats and recovery notes

Recovery notes may be PDF, photographed slips, or structured tables. The Client cannot insist on a proprietary GRC platform unless quoted, including licences. Spreadsheets are acceptable maps. The Company is not obliged to keep native editable files after PDF handover, except process cards still in live BPO. Signatures may be electronic under the Electronic Communications Act and eIDAS as retained in UK law. A typed name from a nominated mailbox is sufficient for operational confirmations. Deeds still require deed formalities.

The Client shall not alter a waste transfer note after the event. Amendments require a new note or a lawful correction process. The Company may watermark recovery references. Removal of a watermark to pass a note off as another supplier’s work is a material breach. Metadata in photographs may include time and device; the Company will not strip metadata if it is evidence, and will not publish metadata that includes a home address of an operative.

Schedule R. Tools, chemicals and materials

Ordinary cleaning and maintenance chemicals used in facilities or cleanup are selected for the task, not for a conservation-science brand. COSHH assessments for Company-brought chemicals are the Company’s. COSHH for Client-owned chemicals used at the Company’s request become a shared map: the Client supplies SDS, the Company applies them. Mixing Client chemicals without SDS is refused. Spill kits on Company vehicles remain Company property. Used absorbent is waste to be described.

Ladders, MEWPs, and scaffolding follow the relevant regulations. A MEWP is extra unless quoted. The Client shall not lend defective kit to Company Personnel and then blame the Company for using it. The Company may reject Client kit. Consumables left on site after a Window may be collected later or treated as Client property if the Client prefers. Needles and sharps found in office waste are a stop-and-map event; they are not ordinary commercial waste.

Schedule S. Quality, sampling and disputes of fact

If the parties disagree whether a lift is complete, they shall walk the mapped zone together or, for a remote BPO cycle, review a sample of twenty items or five percent, whichever is smaller, from the disputed period. A single anecdote is not a sample. Expert determination may be used if both agree an expert in Leicester or the Midlands. Court remains available. Photographs timestamped in the recovery note are primary evidence of fabric state. Deleted Client CCTV cannot later be demanded as if the Company held it.

Mystery shopping of a BPO cycle by the Client is allowed if it does not include illegal content and if the Company is told monthly that mystery shopping occurs, not necessarily when. Mystery shopping designed to trick an operator into a data breach is a Client breach. Social-media recordings of Company Personnel on site for mockery are a Client breach of confidence and may be an employment issue for the Client’s own staff.

Schedule T. Subcontractor flow-down

The Company shall flow down confidentiality, data security proportionate to the role, anti-bribery, and waste-law compliance to subcontractors who need them. A skip carrier needs waste and insurance flow-down more than data flow-down. A BPO overflow operator needs data flow-down more than waste. The Client shall not demand identical flow-down essays from every tradesperson. The Company remains the Client’s contractual counterparty. Direct payment of a subcontractor by the Client, if it occurs, does not make the subcontractor the Client’s employee, but it may confuse warranties; the Client should not do it without notice.

If a subcontractor is insolvent mid-Window, the Company shall map a replacement reasonably. Additional cost caused solely by that insolvency is shared equally unless the Company failed to check ordinary insurance and competence at appointment. The Client shall not poach a subcontractor to avoid Company fees during an active Window; that is treated as solicitation.

Schedule U. TUPE information, warranties and indemnities expanded

Employee liability information shall include identity, age (where lawful and required), particulars of employment, disciplinary and grievance records of the prior two years, claims of the prior two years, and collective agreements, as the Regulations require. Incomplete ELI is a Client breach if the Client is transferor. The Company may delay a take-on until ELI is usable. Pensions are mapped under the Pensions Act and any COSR or COSR-equivalent duties; the Company is not the Client’s actuary. Access to a previous contractor’s staff handbook is required where that handbook forms contractual terms.

The Client warrants it has not encouraged objections to transfer by promising a better deal to stay in a shell. The Company warrants it will not dismiss transferring staff solely because of the transfer. Redundancy, if later required for ETO reasons, follows English law. Collective consultation thresholds are observed. Trade-union recognition transfers if it would in law. The Company will not recognise a union the law does not require it to recognise solely because a Client prefers it politically, nor will it derecognise unlawfully.

Indemnities in this Schedule are additional to the general indemnity clause and remain subject to the fraud and waste-misdescription exceptions to the cap, but ordinary TUPE cost disputes are inside the cap unless a party concealed a tribunal claim. Each party shall notify the other of a tribunal claim that names both. Settlement requires consent not to be unreasonably withheld if the settling party pays.

Schedule V. Data-processing particulars

Subject matter: operational coordination of the Services. Duration: the Window plus statutory retention. Nature: recording, storage, retrieval, erasure. Purpose: perform the contract. Types of personal data: identity, contact, operational logs, delivery names, visitor names, signatory names. Categories of data subject: Client staff, Client customers if BPO so requires, visitors, carrier staff, emergency contacts. Obligations and rights of the controller: as UK GDPR and the Privacy Policy. Approved sub-processors: carriers, disposal facilities, IT email host, insurers, professional advisers. The Client may object to a new sub-processor that processes Client personal data on reasonable grounds relating to data protection; operational carriers for waste may be replaced for compliance even if the Client prefers a cheaper non-compliant carrier, in which case the Client’s preference yields.

Deletion: within thirty days after the end of retention. Return: on request in a reasonable format once, extra copies extra. Audits: as the records clause. International transfers: UK mechanisms. Security: unique access, locked paper, encrypted devices where the device allows, need-to-know. The Company does not agree to unlimited liquidated damages per record lost; such a rider is void unless a director signs a variation with a stated cap.

Schedule W. Insurance particulars and claims handling

Employer’s liability shall meet the compulsory UK minimum. Public liability shall be not less than two million pounds unless a higher figure is quoted for a specific remediation. Motor insurance covers Company vehicles; it does not cover Client forklifts driven by Client staff. The Client shall insure goods in logistics unless a warehouse contract states otherwise. Notification of a claim to insurers shall be prompt. Admission of fault to a third party by either party’s unauthorised staff is discouraged; facts may be stated.

The Company shall not be required to name the Client as co-insured on every policy. Waiver of subrogation is not given unless quoted. Certificates of insurance are evidence of cover at the date of the certificate, not a promise that a future broker will keep the same wording forever. Material changes in a Window, such as adding asbestos removal, require a re-read of cover before that lift.

Schedule X. Examples of limited intervention versus prohibited over-cleaning

Permitted: lifting a duplicate intake form so that one remains. Prohibited: deleting the Client’s historic archive because it looks messy. Permitted: segregating mixed recycling. Prohibited: dumping archive paper that is on legal hold. Permitted: planned replacement of a failed filter. Prohibited: painting an entire floor to hide a leak the Client refused to map. Permitted: rerouting fulfilment exceptions to a named owner. Prohibited: changing published delivery promises without Client pigment. Permitted: stopping a tank entry. Prohibited: following a shouted instruction to ignore gas readings.

These examples illustrate the method. They are not exhaustive. A reasonable supervisor at DIRECT BRANDED LTD may refuse a lift that resembles the prohibited column even if a junior Client staff member is enthusiastic. Escalation is to the Client’s nominated contact, then to written change control. Enthusiasm is not authority.

Schedule Y. Accessibility, equality and dignity

The Company shall comply with the Equality Act 2010 in employment and, where it provides a service to the public, in that service. Most Windows are business-to-business. Reasonable adjustments for Company Personnel are the Company’s duty. Reasonable adjustments on Client Premises for visitors are the Client’s duty as occupier. The Company will not accept a site rule that is unlawfully discriminatory. Harassment of Company Personnel by Client staff is a Client breach and a ground for suspension.

Language on site shall be professional. The conservation metaphor shall not be used to mock anyone’s appearance, age, or disability. Recovery labels shall not include derogatory nicknames for Client teams. The Company may remove an operative who behaves badly and replace them reasonably. The Client may request a replacement on reasoned grounds that are not discriminatory.

Schedule Z. Final provisions, counterparts and survival list

These terms may be accepted in counterparts, including a scanned signature page and an email stating that the quotation is accepted. Electronic signatures are valid for these terms. The contract is not dependent on both parties using the same software. Survival after termination includes clauses on liability, indemnities, confidentiality, data protection, intellectual property, non-solicitation, TUPE, waste records, insurance claims, governing law, notices, and this Schedule Z. Rights accrued before termination remain.

A person who has read only the website hero is still bound, once they accept a quotation, by the whole of these Terms and Conditions including Schedules A to Z. Claims that a schedule was ‘fine print’ fail if the quotation incorporated these terms by reference to terms-and-conditions.html on directbranded.art or by attaching them. The Client is expected to read like a business. DIRECT BRANDED LTD will answer reasonable clarification questions sent to general@directbranded.art before acceptance. Questions after a loss do not rewrite the bargain.

If a future statute requires additional mandatory wording for a particular waste or employment regime, that wording is treated as inserted to the minimum extent. If a future statute makes a clause illegal, that clause is omitted without affecting the limited-intervention method. The parties shall negotiate in good faith a replacement that preserves the allocation of risk as closely as English law then allows. Until a replacement is signed, the remainder of the contract continues.

Schedule AA. Glossary of operational codes used in recovery notes

SRF means surface read. LFT means lift. REC means recovery. REQ means request. TW means test window. FAC means facilities. WST means waste. REM means remediation. LOG means logistics. BPO retains its ordinary meaning. These codes may appear on masking-tape labels, invoices, and portfolio pages. They do not create a separate contract type. A code without a quotation is not a Window. A Window without a recovery reference will be given one as soon as reasonably practicable. Missing codes do not void a clause.

Clarity verified means the Company and, where required, the Client have recorded that the mapped lift is complete against the process card or method statement, not that the Client’s entire organisation is now free of all future residue. Value visible means the original operating method can be read without the distortion that was in scope. Edge matched means the boundary was aligned. Pigment protected means decision rights and load-bearing original were not stripped. These definitions apply across invoices, complaints, and any expert determination.

Schedule AB. Long-form Client acknowledgements

The Client acknowledges that business support, facilities, waste, remediation and logistics involve residual risk even when performed with reasonable skill. The Client acknowledges that a Surface read is limited by what the Client discloses and what a reasonable inspection can see. The Client acknowledges that hidden contamination, hidden process debt, and hidden title claims against goods may surface later. The Client acknowledges that regulator discretion is not controlled by the Company. The Client acknowledges that commodity recycling markets move. The Client acknowledges that courier networks fail. The Client acknowledges that software vendors change APIs. The Client acknowledges that TUPE can apply even when a party hoped it would not.

The Client acknowledges that DIRECT BRANDED LTD’s method is conservative. Faster scrapes may be available from other suppliers. Choosing this Company is a choice of limited intervention. The Client will not later argue that the Company should have over-cleaned a layer that was mapped as Original. The Client will not later argue that the Company should have ignored an exclusion zone. The Client will not later argue that website metaphors created a chemical-handling duty beyond COSHH and the method statement. These acknowledgements are part of the bargain and are intended to be relied upon.

Schedule AC. Company acknowledgements

The Company acknowledges it must not hide behind metaphor to avoid a duty that English law or these terms plainly impose. If a transfer note must be completed, it must be completed. If a make-safe is required because Company work created a hazard, it must be done. If personal data must be erased at the end of a processor engagement, it must be erased except for lawful records. If a price is fixed, extras require change control. The Company acknowledges that Oadby is the correspondence seat and that service of documents at 51 Bollington Road, Leicester, LE2 4ND is good service.

The Company acknowledges that Clients may be busy. That does not excuse the Company from issuing a change note. It does excuse the Company from guessing a yes. The Company acknowledges that a named supervisor may be substituted with equivalent competence. The Client will be told of a substitution on a high-hazard Window. The Company acknowledges that insurance certificates should be provided on request without theatrical delay.

Schedule AJ. VAT, CIS and invoice mechanics

Interest on late payment is statutory unless a quotation states a higher contractual rate that remains lawful. VAT invoices will show the Company’s VAT number once issued to the Client if the Company is registered; if the Company is not registered at a given date, invoices will say so. Reverse charge, if it ever applies to a construction-like Window, will be identified in the quotation. CIS, if it ever applies, will be identified in the quotation. Most administrative, BPO, waste-coordination and logistics Windows are not construction operations. Facilities fabric work may be. The Client shall not apply CIS withholding to a BPO invoice merely for convenience.

The Company may issue a credit note to correct an invoice. A credit note is not an admission of a service failure. Set-off of a credit against a later Window is allowed. Set-off of an unliquidated complaint against a waste-gate-fee invoice is not allowed. If a receiving facility later rebates a gate fee, the Company will pass the rebate through if the quotation said gate fees were a pass-through. If the quotation was a bundled skip price, the rebate stays with the Company as part of that bundle.

Schedule AD. Pricing examples and what is not included

A Surface read may be a fixed fee. A BPO cycle may be a monthly fee inside a volume band. A skip may be a per-lift fee plus gate fee. A remediation may be time and materials with a not-to-exceed figure that stops the lift when reached unless a change is signed. Travel from Oadby may be included inside a Midlands radius and extra beyond it. None of these examples is an offer. They show how a quotation might be structured so that later invoices are not a surprise.

Not included unless stated: landlord licences, highway licences, laboratory analysis, asbestos removal, night rates, waiting time above fifteen minutes, data-migration, software licences, customs brokerage, parent-company guarantees in favour of your customer, and unlimited legal support at a regulator visit. If your customer demands those extras, they are a change. DIRECT BRANDED LTD may decline a Window whose price cannot cover lawful disposal.

Schedule AE. Communications discipline

Operational instructions should come from the nominated contact. Instructions from unidentified numbers may be ignored. WhatsApp is not an official channel unless the quotation names it. Social-media direct messages are not notice. The Company may confirm a telephone instruction by email before acting if the instruction would spend money or lift a mapped Original. The Client shall not punish the Company for that confirmation delay when the delay is short and the risk is high.

Mass-copying the Company into internal Client arguments is not a substitute for a decision. The Company will not referee a board dispute. If two directors issue contradictory lifts, the Company may suspend until one nominated contact is restored. Fees during that suspension continue for retained BPO if the Company must keep staff available, unless both parties agree a pause.

Schedule AF. Site welfare and working time

The Client shall provide drinking water, toilets, and a place to wash for attendances longer than two hours, or shall accept that Personnel will leave site to find them, with time chargeable. Working Time Regulations apply to Company Personnel. The Client shall not demand unrecorded night work. Breaks are not a defect in a Window. Extreme heat or cold may reduce a lift’s pace; that is not a breach if pace remains reasonable.

Lone working on Client Premises requires a map. The Company may refuse a lone-work instruction in a high-hazard tank or a deserted industrial unit at night. Security escorts, if the area requires them, are Client cost unless quoted. Dogs on site shall be controlled. Attacks on Personnel are Client breaches if caused by Client animals or Client staff.

Schedule AG. Samples, leftover product and found property

Product samples found during a cleanup remain Client property unless abandoned. Found wallets will be reported to the Client. Found drugs or weapons will be reported as the Company reasonably sees fit, including to the police. The Company is not a lost-property office. Leftover packaging after a logistics Window is waste to be described, not a gift to Personnel.

The Client shall not hide personal belongings in a skip area and later claim they were Company theft. A take-on photograph of a zone is taken for this reason. If the Client refuses photographs, the Client accepts a weaker evidential position on later missing-item claims.

Schedule AH. Continuous improvement and lessons

After a serious incident the Company may hold a lessons review. The Client shall participate reasonably. Documents created for a lessons review are confidential and, where applicable, may be created for the dominant purpose of legal advice if a solicitor is instructed. They are not a public report. Recommendations become a Window only if quoted. Failure to buy a recommended lift is a Client decision and is recorded.

Statistics on this website, including counters of steps and test windows, are method illustrations, not service credits. Service credits exist only if a quotation states a formula. The Company does not agree to uncapped service credits that would exceed the liability cap.

Schedule AI. Governing law reiterative clause

These Terms and Conditions, including every Schedule, and any non-contractual obligations arising out of them, are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, with the Company’s right to sue for debt in the Client’s jurisdiction preserved. Leicester is an acceptable venue. Nothing requires arbitration unless both parties later sign an arbitration agreement. Mediation is voluntary except as the dispute clause already invites.

A party that unsuccessfully challenges this governing-law clause after having accepted a quotation shall pay the other party’s reasonable legal costs of defending the challenge. This sentence is a costs rule between the parties. It does not bind a court against a different costs order, but it is intended to be taken into account. DIRECT BRANDED LTD’s seat for this purpose is 51 Bollington Road, Oadby, Leicester, LE2 4ND, United Kingdom, mailbox general@directbranded.art, telephone +44 7860 345678, website https://directbranded.art.