Legal
Last reviewed: June 2026
These Terms & Conditions of Service set out the trading terms between ACE Crew Limited and its clients. By placing an order or signing the New Client Registration form, the Client accepts these Terms. They should be read alongside our Privacy Policy.
1.1 These Terms and Conditions shall apply to the provision of Services by the Supplier to the Client.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.
2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
| Term | Meaning |
|---|---|
| “Business Day” | a day (excluding Saturdays, Sundays and English public holidays) on which banks generally are open in London for the transaction of normal banking business (other than solely for trading and settlement in euros). |
| “The Client” | any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases Services from the Supplier. |
| “Crew” | the personnel supplied by the Supplier to the Client to perform the Services. |
| “The Commencement Date” | the commencement date for this Agreement as set out in the Quotation/Purchase Order or otherwise agreed in writing. |
| “Services” | the services to be provided by the Supplier to the Client as set out in the Quotation/Purchase Order. |
| “The Supplier” | ACE Crew Limited (company number 06128298), whose registered office is ACE Crew House, 119 Highdown, Worcester Park, Surrey, KT4 7JD. |
| “The Financier” | the bank or invoice-finance provider to whom the Supplier may from time to time assign its invoices and book debts (currently Mitsubishi HC Capital UK PLC, company number 01630491, trading as Novuna Business Finance). |
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3.1 With effect from the Commencement Date, and in consideration of the Fees being paid in accordance with the terms of payment, the Supplier shall provide the Services expressly identified in the Quotation/Purchase Order or otherwise agreed under this Agreement.
3.2 The Supplier will use reasonable care and skill to perform the Services identified in the Quotation/Purchase Order or otherwise agreed under this Agreement.
3.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Quotation/Purchase Order.
3.4 The Client acknowledges and accepts that the Supplier will supply the Crew to perform the Services, but that the Crew will be under the direction and control of the Client in performing the Services.
3.5 The Client acknowledges and accepts that the Supplier will not be responsible for any loss or damage suffered by the Client where the loss or damage was due to the Crew acting on the Client’s instructions.
3.6 Crew reserve the right to refuse any task given to them by the Client that may jeopardise or harm their own personal health and safety at any time, under the Health and Safety at Work etc. Act 1974.
4.1 The Client agrees to pay the Fees in accordance with the terms of payment.
4.2 In addition, the Supplier shall be entitled to recover from the Client its reasonable incidental expenses for materials used and for third-party goods and services supplied in connection with the provision of the Services.
4.3 The Client will pay the Supplier for any additional services provided by the Supplier that are not specified in the schedule, in accordance with the Supplier’s then-current applicable hourly rate in effect at the time of performance, or such other rate as may be agreed. Any charge for additional services will be supplemental to amounts due for expenses.
4.4 All sums payable by either party pursuant to this Agreement are exclusive of value added tax (VAT), which, where chargeable, shall be payable by the Client in addition at the prevailing rate.
5.1 All payments required to be made pursuant to this Agreement shall be made within 30 days of the date of the relevant invoice, in pounds sterling and in cleared funds, to such bank as the Supplier may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
5.2 The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date, the Supplier shall, without prejudice to any other right or remedy, have the right to charge interest on the overdue amount on a daily basis at an annual rate equal to four per cent (4%) above the base rate of Barclays Bank PLC from time to time, calculated cumulatively and accruing after as well as before any judgment.
5.3 In the event of the Client cancelling work to be carried out by the Supplier, no fee will be charged unless the work was due to be carried out within a 48-hour period.
5.4 Cancellation Fee. If the Client cancels, postpones or reduces a booking with less than 48 hours’ notice, a Cancellation Fee of 50% of the total invoice will be charged. If the Client cancels, postpones or reduces a booking with less than 24 hours’ notice, a Cancellation Fee of 100% of the total invoice will be charged.
5.5 Assignment of debts / invoice finance. The Client acknowledges that the Supplier may assign, charge or otherwise transfer its invoices and the debts arising under them to the Financier. Where the Supplier or the Financier notifies the Client that an invoice has been assigned, the Client shall pay that invoice in full to the Financier in accordance with the payment instructions given. Payment to any party other than the Financier after such notice shall not discharge the Client’s liability for the invoice.
5.6 The Client shall not assert against the Financier any right of set-off, counterclaim or deduction that it may have against the Supplier, and shall direct any query relating to an assigned invoice to the Supplier while continuing to make payment to the Financier when due.
6.1 If the Client wishes to vary any details of the Quotation/Purchase Order it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes, and any additional costs thereby incurred shall be invoiced to the Client.
6.2 If, due to circumstances beyond the Supplier’s control, it has to make any change in the arrangements relating to the provision of the Services, it shall notify the Client forthwith. The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible.
7.1 The Supplier may terminate the Agreement forthwith if:
8.1 The Supplier undertakes to provide the Services with reasonable care and skill.
8.2 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier (a) for death or personal injury caused by the Supplier’s negligence; (b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
8.3 Nothing in these Terms and Conditions excludes the Supplier’s liability in respect of damage to tangible property caused by the Supplier’s negligence; however, such liability shall be subject to any limitation for material damage contained in its insurance policy in place from time to time.
8.4 Subject to clauses 8.2 and 8.3: (a) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement, shall be limited to the total Fees payable to the Supplier in respect of the Services performed hereunder; and (b) the Supplier shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, whether direct, indirect or consequential, arising out of or in connection with the Agreement.
8.5 The Client agrees to indemnify the Supplier and keep the Supplier indemnified in respect of any and all claims made by the Crew as a result of any negligent act or omission of the Client whilst the Crew are under the supervision and direction of the Client.
8.6 Each party shall maintain suitable public and employer’s liability insurance to cover their respective liabilities in respect of any act or default for which it might become liable to indemnify the other.
9.1 Neither the Supplier nor the Client shall be liable to the other, or be deemed to be in breach of the Contract, by reason of any delay in performing or failure to perform any of its obligations in relation to the Services if the delay or failure was due to any cause beyond that party’s reasonable control, including (without limitation): (a) act of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; and (d) strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Supplier, the Client or a third party).
10.1 No waiver by the Supplier of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver shall be effective only if given in writing and signed by the waiving party, and then only for the instance and purpose for which it is given.
10.2 No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise preclude any other or further exercise of that or any other right, power or privilege.
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.
The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier’s services or facilities, and reserves the right to take such action as may be appropriate to restrain or prevent infringement of such rights.
13.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by pre-paid registered post or by email to the address last notified by the receiving party.
13.2 Any notice or information given by post in the manner provided by Clause 13.1, which is not returned to the sender as undelivered, shall be deemed to have been given on the second Business Day after the envelope was posted; and proof that the envelope was properly addressed, pre-paid, registered and posted, and was not returned to the sender, shall be sufficient evidence that the notice has been duly given.
13.3 Any notice or information sent by email shall be deemed to have been duly given on the date of transmission, provided no delivery-failure notification is received and a confirming copy is sent by post within 24 hours of transmission.
13.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party delivering it to the other party at its registered or principal office, or to such other address as may be notified in writing from time to time.
14.1 During the term of this Agreement and for a period of twelve (12) months after its termination, the Client shall not, without the prior written consent of the Supplier, whether directly or indirectly and whether on its own behalf or on behalf of others, solicit, entice away, engage or employ any member of the Crew who has been supplied to the Client by the Supplier within the preceding twelve (12) months.
14.2 The parties acknowledge that, in supplying Crew, the Supplier incurs substantial cost in sourcing, vetting, training and retaining its Crew, and that those costs and the loss of the Crew member would not otherwise be recoverable. Accordingly, if the Client engages or employs a member of the Crew in breach of clause 14.1, the Client shall pay to the Supplier, as a genuine pre-estimate of the Supplier’s loss and a fair recovery of its recruitment and training costs, a replacement fee equal to the greater of (a) £4,000; or (b) thirty per cent (30%) of the gross annual remuneration or anticipated annual charge applicable to that Crew member.
14.3 As an alternative to the replacement fee in clause 14.2, the Client may, with the Supplier’s prior written agreement, retain the Crew member on payment of a one-off transfer fee agreed in writing before the engagement begins. The remedy in this clause is without prejudice to any other right or remedy the Supplier may have.
These Terms of Business are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English courts.