PARAGON DESIGN JOINERY LIMITED’S TERMS OF BUSINESS
1.1. In these Conditions the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Conditions” means these terms and conditions as amended from time to time in accordance with Clause 14;
“Contract” means the contract between us and you for the supply of Goods and/ or Work in accordance with these Conditions;
“Contract Price” means the amount payable under the Contract.
“Data Protection Legislation” all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the United Kingdom including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679).
“Force Majeure Event” means any acts, events, omissions or accidents beyond the reasonable control of the party relying on the event.
“Goods” means the goods, materials or components (or any part of them) as set out in the Order.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.
“Normal Rates” means our standard rates in place from time to time as set out in the quotation or available form us on request.
“Order” means your written confirmation of our quotation.
“Practical Completion” means the date on which in our opinion the Work is completed save for minor defects, and minor items to complete or improve, neither of which physically affect your or your client’s use of the goods nor work to a material extent.
“Site” means the building or part of a building to which goods are to be supplied and/or at which work is to be executed under the Contract.
“we”, “us”, “our” and “ourselves” refers to Paragon Design Joinery Limited (CRN 8401583) whose registered office is at 12 Arkwright Road, Reading, Berkshire, RG2 0LU;
“Work” includes all work done under the Contract by us for you, whether on or off the site, unless the context otherwise allows, as more particularly detailed in the order.
“you” and “your” refer to the person, firm or company for whom we are supplying goods or executing work, or to your agent.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. A reference to a party includes its personal representatives, successors and permitted assigns.
1.4. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5. Any words following the terms including include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6. A reference to writing or written includes email but not fax.
2. FORMATION OF CONTRACT
2.1. The Order constitutes an offer by you to purchase Goods and/ or Work in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when we issue written acceptance of the Order (“Order Acknowledgement”) at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3. Any quotation given by us shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue unless we exercise our absolute discretion to amend or withdraw the quotation before the expiry of that period.
2.4. Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Work contained in our catalogues or brochures or advertising material are issued or published for the sole purpose of giving an approximate idea of the Work and/or Goods described in them. They shall not form part of the Contract or have any contractual force. These documents shall remain as our property and shall not be duplicated, shown to third parties or used in any way without our written permission.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless two of our directors specifically confirm otherwise in writing.
2.6. You must check our Order Acknowledgement and advise of any discrepancy within 24 hours of its issue. After the expiry of that period, the details will be deemed agreed.
2.7. We reserve the right to make reasonable amendments to descriptions or specifications of goods and/or work.
2.8. All of these Conditions shall apply to the supply of both Goods and Work except where application to one or the other is specified.
2.9. Your Order must be in accordance with our quotation. You agree to leave to our decision any detail not specified in our quotation.
3.1. The Goods are described in our quotation.
4. DELIVERY OF GOODS
4.1. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Site.
4.2. On delivery of Goods, you must sign our, or the carrier’s, delivery document after inspecting the Goods.
4.3. If, for whatever reason, no endorsement of specific damage is recorded, this shall be conclusive proof of the Goods being received in good condition.
4.4. For Goods delivered by a carrier, we will not be liable for loss or damage in transit unless such loss or damage is notified to us within three business days.
4.5. Where we deliver the Goods ourselves, we require separate written notification to reach us within three days of delivery in the case of damage or partial loss, or within seven days of intended arrival or receipt of invoice (whichever is the later) in the case of total loss.
4.6. If you fail to accept delivery of the Goods within three Business Days of us notifying you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract in respect of Goods:
4.6.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which we notified you that the Goods were ready; and
4.6.2. we shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
4.7. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery, cancellation of delivery or defect in an instalment shall not entitle you to cancel any other instalment or order.
4.8. The following circumstances shall result in a delay to the delivery date:
4.8.1. a failure by you to meet payment obligations;
4.8.2. the site is not, in our sole and absolute opinion, able to receive the Goods; and
4.8.3. a force majeure, in such circumstances we reserve the right to rescind the Contract in whole or in part without any obligation to pay compensation to you.
4.9. You must allow us access to the Goods if we need to inspect, test, repair, service or repossess them, and for this purpose, you must allow us at reasonable times and after giving reasonable notice to enter any premises where we reasonably believe the Goods are.
5. QUALITY OF GOODS
5.1. We warrant to you that the Goods will be free from defect in normal use for a period of one year from the later of completion of delivery of the Goods or Practical Completion.
5.2. Timber products are a natural product subject to variation in colour and grain from sample to sample. We cannot guarantee that Goods will match any sample provided and are not liable for differences in colour and grain.
5.3. Subject to Clause 5.4, we shall, at our option, repair or replace the defective Goods and refund any labour costs incurred by you at our request in respect of the said repair or replacement in full if:
5.3.1. you give notice in writing during the warranty period within 14 days of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1;
5.3.2. we are given a reasonable opportunity of examining such Goods; and
5.3.3. you (if asked to do so by us) return such Goods to our place of business at our cost.
5.4. We shall not be liable for the Goods’ failure to comply with the warranty in Clause 5.1 if:
5.4.1. you make further use of such Goods after giving a notice in accordance with Clause 5.3;
5.4.2. the defects arise through accident, misuse or neglect;
5.4.3. the damage or defect to the Goods arises from dampness, excessive temperature (hot or cold), settlement, shrinkage, leaching, corrosion or other chemical action, or to any other factor over which we have no control; and
5.4.4. you or any third party, without our prior written consent, has repaired or modified the Goods or installation of the Goods.
5.5. If in our reasonable opinion the Goods or Work are defective then we may, at our option replace or repair the Goods or carry out further work to rectify the defect.
5.6. No guarantee or warranty as to the fitness of any Goods or the installation of such Goods for your purposes.
5.7. The colour of materials supplied may vary over time due to exposure to light. Any subsequent orders or replacement goods may therefore not match previously supplied Goods or samples.
5.8. All warranties, conditions or terms not explicitly given in this Contract relating to fitness the supply of goods and/or provision of work, whether express or implied by statute or common law or otherwise, are excluded to the fullest extent permitted by law.
5.9. Except as provided in Clause 5, we shall have no liability to you in respect of the Good’s failure to comply with the warranty set out in Clause 5.1.
5.10. All measurements in our quotation and any accompanying schedules or drawings are approximate, and you should not use them for any purpose. Colours, material fabrics, glazing and other treatments and appearances will be the nearest commercially available to that selected or offered. We reserve the right to change the materials used either to take advantage of technical developments, improvements or modifications which we consider desirable or to take account of the availability of Goods or to enable compliance with relevant health and safety or statutory requirements
5.11. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.
6. SUPPLY OF WORK
6.1. We shall supply the Work to you in accordance with the quotation in all material respects.
6.2. We reserve the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Work, and we shall notify you in any such event.
6.3. We warrant to you that the Work will be provided using reasonable care and skill.
6.4. We accept no liability for actions or omissions by personnel supplied to us by you even if that individual is acting in accordance with our instructions.
6.5. Any Work provided which is not included in the quotation shall be charged at our Normal Rates and will be invoiced separately.
6.6. Following the completion of the provision of Work (in whole or in part), a representative of yours shall be briefed on the Work conducted and will be asked to sign an acceptance form confirming that the Goods have been installed to expectations (Acceptance). Upon receiving Acceptance, any further work in regard to the relevant Goods shall not be included in the Work and will be quoted for separately.
7. PASSING OF RISK AND TITLE
7.1. The risk in Goods shall pass to you as soon as they enter the Site.
7.2. Title to the Goods shall not pass to you until we receive payment in full for the Goods and any other monies owed to us in respect of which the payment has become due.
7.3. Until title to the Goods has passed to you, you shall:
7.3.1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
7.3.4. not alienate, encumber or pledge the goods in any way;
7.3.5. notify us immediately if you become subject to any of the events listed in Clause 11.6 and
7.3.6. give us such information relating to the Goods as we may require from time to time.
7.4. If you sell the Goods and/or Work prior to paying us the full price, you will hold the proceeds of sale on trust for us as bailee, will make your customer aware of these conditions, and will assign to us your claims against your customer. We may enter the site and detach (if necessary) and recover such Goods and/or materials if any of the matters described in Clause 11.6 has occurred.
7.5. You hereby grant us, our agents and employees an irrevocable licence to enter any premises where the Goods are stored in order to repossess them or to inspect them at any time.
7.6. Provided your payments to us are made in accordance with the terms of the Contract, we authorise you to sell the Goods and/or Work in good faith to your customers in the normal course of trade. This right shall, however, cease if any of your payments to us is overdue or you enter into bankruptcy, liquidation, administration, receivership or an individual or corporate voluntary arrangement.
8. OUR OBLIGATIONS
8.1. Unless we notify you otherwise, we are responsible for procuring all necessary goods, including where appropriate delivery, unloading and installation at the site, and for supplying all labour, fixings, tools, ladders, trestles and anything else specified in our quotation.
8.2. We will leave the site in a reasonably clean condition on completion of the Work.
8.3. We are not responsible for the disposal of waste, off-cuts and wrapping materials unless otherwise agreed.
9. YOUR RESPONSIBILITIES AND OBLIGATIONS
9.1. Unless we agree otherwise in writing, you are responsible for obtaining any required consents for carrying out the Work including, but not limited to: planning permission, landlord’s approval, building control, listed building consent, conservation area approval, fire certification and for serving any notices and paying any fees for any such consents.
9.2. Any access or associated equipment(including but not limited to plant or scaffolding)required for working at height or for safe working, will be provided by you unless specifically agreed, in writing and set out within the quotation. In the event that such equipment is deemed to be required by us, at our absolute and sole discretion, and has not been provided by you or is not included within the Order, you hereby agree to indemnify us for the cost of arranging, hiring and erecting the required equipment.
9.3. You are responsible to ensure before any Work commences that any recent cement or plasterwork at the Site is thoroughly dried out and that the Site is externally weatherproof.
9.4. You shall:
9.4.1. give us, our employees, agents, consultants and sub-contractors, unimpeded access to the Site at all times during normal working hours on any Business Day to deliver the Goods, carry out the Work and perform matters incidental to the performance of the Contract in a logical continuous sequence without interruption;
9.4.2. cooperate with us in all matters relating to the Work;
9.4.3. provide at your expense toilet and washing facilities, effective heating, ventilation, lighting and power and where appropriate use of the lift at all times during the period of the work on the site.
9.4.4. comply with all applicable laws, including health and safety laws;
9.4.5. regularly sign documentation completed by our personnel;
9.4.6. provide us with such information and materials as we may reasonably require in order to supply the Work, and ensure that such information is complete and accurate in all material respects;
9.4.7. keep all materials, equipment, documents and other property of ours (Our Materials) at your premises in safe custody at its own risk, maintain the Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
9.5. You must make adequate secure on-site storage available for Goods awaiting fixing and for our, or third party, plant, equipment and tools, or be liable for any loss or damage unless due to any act or default on our part.
9.6. You are responsible for ensuring that the Goods are suitable and fit for your purpose.
9.7. You are responsible for ensuring that the Goods are properly used at all times and that anybody that uses the Goods is properly instructed in how to use them correctly and safely, and that they read any instructions supplied
9.8. You are responsible for compliance with all appropriate regulations and codes.
9.9. You warrant that the site is free of asbestos except as disclosed in writing to us prior to Contract.
10.1. Quoted prices do not include value-added tax, at the prevailing rate, which will be added to our invoice.
10.2. Unless we agree specifically otherwise in writing the quoted price does not include the amount of any government or local authority fees for consents, or any provision for the cost of services such as heating, lighting, power and water and you will reimburse us for any expenditure we reasonably incur on such items.
10.3. We may amend the quotation by the amount of any specific increase in costs between the dates of quotation and delivery.
10.4. We reserve the right to amend any quotation or invoice which contains an accidental typing, arithmetical or similar error or omission, at whatever stage it is discovered, and you agree to pay us the corrected amount.
10.5. If, at your request or with your approval, we agree to carry out work outside our normal working hours of 8 am to 5 pm on a Business Day, you hereby agree to pay the additional cost of such overtime working at our Normal Rates.
10.6. If the Work involves dismantling or re-fitting of any existing fixtures or fittings, we will take due care but you agree to pay the cost of obtaining replacements of any goods that in our reasonable opinion are not re-usable.
10.7. We will not allow for access equipment within our price unless specifically specified within our quotation.
10.8. We reserve the right to amend the price if measured dimensions differ from those allowed in the Contract, whether specified or scaled from drawings.
10.9. Unless specifically stated otherwise in our quotation, the price does not account for any alterations to existing building services, nor for cutting or shelving to avoid obstructions such as radiators, pipes, joists, and you will pay extra at our Normal Rates for any such work which is necessary in order to carry out the Work.
10.10. Quotations are given on the basis that the building is soundly constructed and capable of being altered in the manner proposed in the quotation and without any other work of any kind whatsoever being necessary. If any further work is required in addition to the Works, then this will be charged for at our Normal Rates and added to the price quoted for the Works.
10.11. If the Goods specified in the order are not available or not available within a time period sufficient to allow us to comply with any estimated delivery times, and you agree that alternative goods may be substituted, then the price will be adjusted by the difference in cost.
11. PAYMENT TERMS
11.1. Unless alternative payment phasing has been fully agreed in writing, our default payment terms will apply, which are:
11.1.1. the due dates and the amount payable shall be as follows:
|Date of formation of Contract(“Formation Payment”)||30% of the Contract Price, payable within seven days of receipt|
|One week prior to anticipated delivery date (“Delivery Payment”)||50% of the Contract Price, together with the value of any variations undertaken by us, payable prior to delivery|
|Date of Practical Completion (“Completion Payment”)||The balance of the Contract Price, payable within 30 days of Practical Completion|
11.1.2. We shall invoice you for the applicable amounts as set out above.
11.2. We shall not be obliged to carry out any preparatory work, deliver Goods or provide or continue to provide Services in the event that an invoice is outstanding.
11.3. At, or immediately before, Practical Completion, you and we shall examine the Works and prepare a list of snagging items requiring finishing, improving or re-working. This list will be signed by you and us as conclusive of patent works outstanding at this time. The snagging items will be undertaken within a period (often two weeks) set by us. The date when snagging has in our opinion been completed will be the due date for the invoice referred to at Clause 11.1.1 above. Any defects coming to notice after preparation of the snagging list shall be dealt with under Clause 5.1.
11.4. For the avoidance of doubt, the time for payment is of the essence of the Contract.
11.5. Credit accounts are available for regular customers at our discretion and subject to satisfactory credit checks and references. Any credit account is subject to ongoing review and closure if our terms are not adhered to or if your credit position changes. If we have agreed to let you have credit, you must pay every invoice no later than the due date stated on the relevant invoice. By being provided with credit, you agree to provide us with and allow us to provide to relevant third parties, relevant financial information about you in order for us to secure credit insurance.
11.6. Whether you have a credit account or not, the production period will not commence until the Formation Payment has been received and no delivery or installation shall occur or commence until payment of the Delivery Payment has been received.
11.7. If any payment due to us under the Contract is not made in accordance with the payment terms of the Contract, we reserve the right to charge interest on overdue amounts at the rate currently specified under the Late Payment of Commercial Debts (Interest) Act 1988. Charging interest will not affect any other rights we may have, including that we may (without incurring any liability whatsoever) delay carrying out any further work or supplying any further Goods until all due payments are received; and/or that we may without notice treat the Contract as repudiated by you and recover from you our resulting losses (including loss of profit) and expenses.
11.8.1. you fail to make payment within the above or other agreed terms,
11.8.2. you commit any other breach of this Contract;
11.8.3. any distress or execution shall be levied upon your own goods;
11.8.4. you offer to make any arrangement with your creditors;
11.8.5. any petition in bankruptcy is made against you;
11.8.6. you are unable to pay your debts as they fall due
11.8.7. provided that you are a limited company, any resolution or petition to wind you up (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented;
11.8.8. a receiver, administrative receiver or manager shall be appointed over the whole or any part of your business or assets,
11.8.9. any petition for the appointment of an administrator is presented against you,
11.8.10. you suffer any analogous matters or proceedings under foreign law, then all sums outstanding in respect of the Goods and/or Work shall immediately become payable and, without prejudice to any other rights or remedies available to us, you agree to pay us interest on the outstanding amount at the rate of ten percent per month or part month; and/or that we may, following seven days’ written notice of our intention to suspend, (without incurring any liability) suspend carrying out any further Workor supplying any further Goods until all due payments are received; and/or that we may forthwith treat the Contract as repudiated by you and recover from you our resulting cost, loss (including loss of profit) and expenses.
11.9. Any period during which performance is suspended in accordance with Clause 11.6 shall entitle us to an extension of time to the completion date, together with the recovery of all loss and expense incurred as a consequence of the suspension.
11.10. If the date for delivery and/or installation is significantly delayed, we may charge for storage of the Goods at our Normal Rates and may raise the invoice for the Goods which would otherwise be raised on Practical Completion.
11.11. You may not make any set-off or deduct any contra-claim or any discount of any kind from the amount of our invoices.
12. CONTRACT PERIOD AND DELAYS
12.1. We will do our best to comply with your wishes regarding the dates of starting and finishing work. However, any periods given (e.g. for ordering Goods and/or for carrying out Work) are estimates only and we will not be liable in any way if these or subsequently agreed periods or dates are exceeded, for any reason. Time is not of the essence of the Contract in respect of delivery. You agree that you will not claim to have incurred any costs or expenses or loss in the event of delay in fulfilment of the Contract.
12.2. Although the Contract is formed when we issue our Order Acknowledgement, any estimated contract period will not commence until we have received payment of the amount due on the date of formation of the Contract.
12.3. If we cannot deliver Goods or commence Work on an agreed date because you request us not to, or because the site is not, in our sole and absolute discretion, ready, or because of any default on your part, or if there is any interruption to the continuity of our work in a logical sequence, then you agree to recompense us as in Clause 12.4.
12.4. Compensation is to comprise of:
12.4.1. any direct costs, including, but not limited to, abortive journeys, fitter’s labour, waiting time, additional handling, storage and transport costs (provided that in the case of fitter’s labour costs, no charge will be raised if seven days’ notice of the postponement is given) and overhead costs; and
12.4.2. two percent of the Contract Price per week or part thereof of the delay by way of liquidated damages to compensate us for our indirect costs (consequential losses) resulting from the delay, and
12.5. We will be allowed a reasonable time in which to complete the Work and the Contract completion date will be extended in the event of any delays.
13. INDEMNITY AND LIMITATION OF LIABILITY
13.1. We have obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making its own arrangements for the insurance of any excess loss.
13.2. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
13.2.1. death or personal injury caused by negligence;
13.2.2. fraud or fraudulent misrepresentation; and
13.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.3. Subject to Clause 13.2, our entire liability to you in respect of any claim whatsoever for breach of these Conditions or the Contract, whether or not arising out of negligence, shall be limited to the price paid or payable by you under the Contract to which the claim relates.
13.4. Subject to Clause 13.2, the following types of loss are wholly excluded: (i) loss of sales or business; (ii) loss of opportunity; (iii) loss of profits or income; (iv) loss of agreements or contracts; (v) loss of anticipated savings; or indirect or consequential loss or damage. This shall apply even where such a loss was reasonably foreseeable or we had been made aware of the possibility of you incurring such a loss.
13.5. We shall not be liable for any loss or damage arising during the provision of the Work which is caused by omissions, acts or failures to act by you or third parties.
13.6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.7. In addition to and without prejudice to the generality of these Conditions, you will indemnify us against all loss including consequential loss, costs, claims, expenses and demands or other liability whatsoever resulting directly or indirectly at any time from the negligence or any wrongful act or omission on the part of you, your employees, subcontractors or agents.
13.8. You shall duly indemnify us against all actions, claims, demands, costs charges and expenses arising from or incurred by reason of any infringement or alleged infringement of letters, patent registered design, trademark, trade name or copyright by the use or sale of any Goods or Work supplied to you and against all costs and damages for which we may become liable in any such action.
13.9. In the event that we are prevented from delivering the Goods or carrying out the Work by an event outside of our control including a Force Majeure Event or failure by you to prepare the site, you will indemnify and compensate us in respect of any direct costs, including abortive journeys, fitter’s labour, waiting time, additional handling, storage and transport costs (provided that in the case of fitter’s labour costs, no charge will be raised if seven days’ notice of the postponement is given).
13.10. This Clause 13 shall survive termination of the Contract.
13.11. If we base drawings, costings or designs on the information you supply, we will not be liable for any resultant loss or damage if the information is incorrect.
13.12. Our obligations and liability for design work undertaken will be limited (whether under statute or otherwise) to that of an architect or other appropriate professional designer holding themselves out as competent to undertake such design.
14. VARIATIONS TO CONTRACT
14.1. You must confirm in writing any desired variation to the Order or the specification of the Goods or Work. We reserve the right to refuse to incorporate such variation until we have received written confirmation of your acceptance of the variation.
14.2. You will pay any extra costs at our Normal Rates for altered or additional Work or Goods. For example, but not limited to, when you ask for quantities, specification or delivery dates to be varied. For variations whilst work is in progress, these additional charges include any loss or expense due to any interruption to the regular progress of the work, and (if extra project duration is involved) pro-rata additional management and preliminary costs.
14.3. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing by authorised representatives.
15. INTELLECTUAL PROPERTY
15.1. All Intellectual Property Rights in or arising out of or in connection with the Work or Goods (other than Intellectual Property Rights in any materials provided by you) shall be owned by us. Any specification, layout, design, drawing or other particulars prepared by us remain our property and must be returned to us on request.
15.2. You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Work or Goods to you.
15.3. We shall not be liable for claims by a third party in relation to an infringement of intelligence of property rights or other such rights, in so far as such infringement arises from the use of documents provided to us by you.
16.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 18.2.
16.2. Each party may disclose the other party’s confidential information:
16.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 18; and
16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
17.1. The breach of any warranty gives you no right to cancel the Contract.
17.2. Any request by you to cancel the Contract must be in writing. You agree that if you cancel the Contract, you will indemnify us against any losses (including loss of overhead and profit) and any additional cost arising.
17.3. We may cancel the Contract and claim from you any losses, costs or expenses at our Normal Rates if your payments to us are in arrears, or if you commit any serious breach of these Conditions, or if you become insolvent, or if any act indicating your insolvency has taken place.
17.4. In the event of a Force Majeure Event, we may amend, suspend or cancel the Contract, wholly or in part, if circumstances beyond our control prevent or delay the fulfilment of the Contract.
18. DATA PROTECTION
18.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 18 is in addition to and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
18.2. The parties shall have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data (as defined in the Data Protection Legislation) and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures, to:
18.2.1. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
18.2.2. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of you has been obtained and the following conditions are fulfilled and we have provided appropriate safeguards in relation to the transfer; and
18.2.3. notify the other without undue delay on becoming aware of a Personal Data breach; and
18.2.4. at the written direction of the other delete or return Personal Data and copies thereof unless required by any applicable law to store the Personal Data.
19.1.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.1.2. you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of us.
Any notice or other communication given by a party under or in connection with the Agreement may be by post or email and should be addressed to the last known postal address or relevant email address of the other party and shall be deemed to have been received when, in the ordinary course of the means of transmission, it would be received by the addressee. This Clause does not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
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 right or remedy. 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.
19.5. Entire Agreement
19.5.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.5.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
19.6. Governing Law, Jurisdiction and Dispute Resolution
19.6.1. This contract shall be construed and governed by English law and the English courts shall have exclusive jurisdiction of any dispute that arises under it.
19.6.2. If the dispute is not resolved within 14 days of the referral being made under clause 16.6.1 and relates to:
220.127.116.11. the quality of the Goods or Services provided, the parties agree to accept the award of an adjudicator appointed by the Royal Institution of Chartered Surveyors as binding. The adjudication procedure applicable for resolving disputes under or arising from this contract shall be as detailed within the Scheme for Construction Contracts (1998). You or we may refer a dispute to Arbitration in accordance with the current issue of the JCT 2005 edition of the Construction Industry Model Arbitration Rules (CIMAR), such Arbitrator being nominated by the RICS; or
18.104.22.168. a breach of the Contract which does not relate to the Goods or Services provided under the Contract shall be resolved by commencing legal proceedings in the English Courts.
19.6.3. This contract shall be construed and governed by English law and the English courts shall have exclusive jurisdiction of any dispute that arises under it.
19.7. Third-Party Rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract unless expressly stated otherwise.