In this document the following words shall have the following meanings:

1.1 "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;

1.2 "Customer" means any person or company who purchases Goods and Services from the Supplier;

1.3 "Goods" means the articles specified in the Contract;

1.4 "Contract" means a statement of work, Quotation or other similar document describing the Goods and Services to be provided by the Supplier;

1.5 "Services" means the services specified in the Contract;

1.6 "Supplier" means PWC International Limited T/A Colbourns, Studio 1 Fairbanks Studios, 140 Lots Road, Chelsea, London, SW10 0NS ,with registered office at the same address;

1.7 “Price / Charges” means the sums payable by the Customer for the Products and Services as set out in Suppliers' Contract.

1.8 "Terms and Conditions" means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.

1.9 “Data Protection Legislation” (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

1.10 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.11 “VAT” means the value added tax or any equivalent tax chargeable in the UK

  • or elsewhere.


2.1 These Terms and Conditions shall apply to all Contracts for the supply of Goods and Services by the Supplier to the Customer and shall prevail over any other documentation or communication from the Customer.

2.2 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.

2.4 Nothing in these Terms and Conditions shall affect the Customer's statutory rights as consumer.


3.1 The Contract attached to these Terms and Conditions shall remain valid for a period of 20 days.

3.2 The Customer shall be deemed to have accepted the Contract by placing an order with the

Supplier ("the Order") within the period specified in Clause 3.1.

3.3 All Orders for Goods and Services shall be deemed to be acceptance of the Contract pursuant to these Terms and Conditions.


4.1 The Supplier shall use its reasonable endeavours to deliver the Deliverables to the Customer in accordance with the Contract.

The Supplier warrants that it shall:

  • use reasonable endeavours to provide the Products and Services in accordance with the Product Specification subject to the caveats and matters raised in the Guides;
  • provide the Services with reasonable care and skill;
  • provide Products which are be free from material defects in design, material and workmanship and which shall be of satisfactory quality on the basis that:
    • this obligation does not extend to any matter raised in the Guides which the Customer acknowledges contains caveats about the nature of the Products and Services and which have been drawn to its attention prior to entering into the Contract;
  • if the Customer has examined the Products, the Products shall not be deemed to have material defects or be of unsatisfactory quality in respect of something which that such examination ought to have revealed and the Customer has failed to report that by written notice to The Supplier with reasonable details of the matter complained of within 20 Business Days of the Products having been examined or installed (whichever is the sooner) and has given The Supplier not less than 20 Business Days thereafter to inspect and or test the Products concerned;
  • if a sample has been provided to the Customer for approval, the Products shall not be deemed to be of unsatisfactory quality in respect of something which that which would have been apparent on a reasonable examination of the sample and the Products delivered match the sample.

4.2 The Customer acknowledges that it is its sole responsibility to ensure the Products are fit for its

or its customer's purpose and that The Supplier gives no warranty express or implied in relation

to that unless it is expressly written out by express reference to this clause in The Supplier's Contract.

5 Timelines and Sign Off Process

5.1 The Supplier shall use reasonable endeavours to meet any time estimates and or Milestones

specified in The Supplier' Contract but any such dates are unless expressly agreed otherwise in

The Supplier' Contract estimates only and time for performance by The Supplier shall not be of the essence of the Contract.

The Supplier shall not be obliged to order the Products from its manufacturer until the later of

receipt of:

  • The Deposit in cleared funds;
  • Completion of the Sign Off Process.


6.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document (in the form attached) setting out the proposed changes and the effect that those changes will have on:

  • the Deliverables;
  • The Supplier' existing charges;
  • the timetable for provision of the Products and Services; and
  • any of the terms of the Contract.

6.2 If The Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Buyer.

6.3 If the Buyer wishes to make a change to the Services:

  • it shall notify The Supplier and provide as much detail as The Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and
  • The Supplier shall, as soon as reasonably practicable after receiving the information provide a draft Change Order to the Buyer.

6.4 If the parties:

  • agree to a Change Order, they shall sign it and that Change Order shall amend the Contract; or

6.5 The Supplier may at its discretion charge for the reasonable time it spends on preparing and negotiating Change Orders which implement changes proposed by the Buyer pursuant to clause 6.3 on a time and materials basis at The Supplier' then current daily rates.


7.1 The price for the Goods and Services is as specified in the Contract and is exclusive of VAT

and any applicable charges outlined in the Contract.

7.2 Payment of the price shall be in the manner specified in the Contract.

7.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment

becomes due interest to accrue from day to day until the date of payment at a rate of 2% per

annum above the base rate of the Bank of England from time to time.

7.4 If payment of the Price or any part thereof is not made by the due date, the Seller shall be

entitled to:

  • require payment in advance of delivery in relation to any Goods not previously delivered;
  • refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
  • appropriate any payment made by the Customer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
  • terminate the contract.

7.5 The Supplier shall invoice the Customer for the Payment and Charges at the intervals specified

in the Contract:

  • 50% of the Charges may be invoiced by way of a deposit ("the Deposit") which shall act as part payment which Deposit shall become due on the date of the Contract or the date of the invoice for the same (whichever is the later);
  • For the remaining Charges these shall be invoiced to the Customer prior to the dispatch of the Goods.

7.6 The Customer shall pay each invoice submitted to it by Supplier within 5 Business Days of receipt

to a bank account nominated in writing by the Supplier.


8.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

8.2 All risk in the Goods shall pass to the Customer upon delivery.

8.3 Any Services specified in the Contract that operate for a period of time will be provided for a maximum period of 12 months unless a shorter time period is specified on the Contract. The Customer will then be invited to renew the Services at the prevailing rate as specified by the Supplier.


Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods. In relation to the Deliverables, the Supplier and it licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customers Materials.


To enable the Supplier to perform its obligations the Customer shall:

10.1 Co-operate with the Supplier;

10.2 Provide the Supplier with any information reasonably required by the Supplier;

10.3 Obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Customer; and

10.4 Comply with such other requirements as may be set out in the Contract or otherwise agreed between the parties.


11.1 The Supplier warrants that the Goods will at the time of delivery correspond to the description given by the Supplier.

11.2 The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.

11.3 The Supplier accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defect.


12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract

with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;
  • the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
  • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
  • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
  • the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  • a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within ten (10) Business Days;
  • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(i) (inclusive); or
  • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 For the purposes of clause 12.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

  • a substantial portion of the Contract; or
  • any of the Customer's obligations set out or referred to in The Supplier' Contract

In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

12.3 Without affecting any other right or remedy available to it, The Supplier may by giving written notice to the Customer:

  • suspend its performance of the Contract; or
  • terminate the Contract with immediate effect if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment.


13.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.

13.2 The Supplier shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

13.3 For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.


Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

15 Variation subject to clause 6 (Change control), no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16 Waiver

16.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

16.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.


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


These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.