HILLROSE PROPERTY SERVICES LIMITED (“HPS”)
COVERING THE BUILDING AGREEMENTS, QUOTATIONS AND WEBSITE OF HPS.
N.B.: These Ts&Cs relate to and form part of all Agreements between Hillrose and its Clients; they also regulate, as appropriate, the use of the Website whether by Clients, potential Clients, or other visitors to the Website.
- DEFINITIONS AND INTERPRETATION
1.1 “Agreement” means the HPS Building Agreement of which these Ts&Cs, the Quotation and the Legal Notices form part; the signed Agreement shows: (i) the acceptance of Client to have the building work comprising the Services of HPS undertaken on the basis of HPS’s written Quotation provided to Client on an official HPS letterhead and (ii) the agreement by HPS to provide those Services; the signing of the Agreement by both HPS and Client denotes a clear undertaking between the parties to form a contract;.
1.2 “Client” means the party with which HPS contracts regarding the provision of the Services by HPS and / or its Sub-Contractor; please note that different provisions apply depending on whether Client is a “Consumer” (being a natural person od persons, not engaging HPS in business-to-business capacity) or a “Trader” (being a business entity or sole trader and including government departments and public sector authorities) all as Consumer and Trader are fully defined in section 2 of The Consumer Rights Act 2015.
1.3 “Contractor” means HPS.
1.4 “Deposit” means the sum which, at the sole discretion of HPS, is included in the Agreement, to be paid by Client to HPS in advance of the commencement of the Services; the Deposit will be set-off against the total cost of the Services, or otherwise used as described in these Ts&Cs.
1.5 “HPS” means Hillrose Property Services Limited, having its place of business at Unit 6 and 7, Eskdale Road Cowley Uxbridge UB8 2RT
1.6 ” Legal Notices” means HPS’s Legal Notices and Privacy & Data Protection Policy referred to at the end of these Ts&Cs and also as provided at the foot of the Website.
1.7 “IPR” means the intellectual property rights of HPS, including the contents of these Ts&Cs and the Website (defined below) all as detailed below in clause 18.
1.8 “Quotation” means the contract (“Contract”) to be signed by HPS and by the Client, which includes the quotation for the Work; the Quotation will include, at least: the scope of the work required by Client, the probable time for completion of the Work and an estimate of the cost of the Work (inclusive of materials, labour, obtaining of any necessary consents / permissions, the work of any necessary Sub-Contractors and VAT).
1.9 “Services” means the building work (including supply of building materials) agreed between the parties by their respective offer and acceptance of the Agreement.
1.10 “Sub-Contractor” means a sole trader or a business entity undertaking a contract from HPS to effect specified building work on behalf of HPS; for the avoidance of doubt HPS is responsible for the work of the Sub-contractor, but neither party is an employer, employee or agent of the other.
1.11 “We”, “us”, “our” and” “Contractor” all mean or refer to HPS; “you”’, ‘Client” and “your” means the person(s) or entity who / which requested the Services and who / which had entered into the Agreement with HPS for specified Services.
1.12 The singular shall include the plural, the masculine the feminine or neuter, or vice versa.
1.13 In each case, a reference to a statute, authority, rule, regulation, or code of practice shall, in these Ts&Cs be deemed to include any / all amendments and / or replacements of them.
1.14 “Website” means the website of HPS (www.hillrose.co.uk).
- CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES
2.1 These Ts&Cs are to be read in conjunction with and form part of the Agreement.
2.2 By signing the Agreement, Client engages HPS to provide the Services specified in the Quotation.
2.3 Nothing in the Agreement or in the course of the parties’ dealings will shall operate so as to make HPS an employee or an agent of Client.
2.4 Client may only assign or transfer its rights, liabilities or obligations arising under the Agreement with the prior, written consent of HPS.
2.5 For the avoidance of doubt, any informal verbal or written estimate or price guide received by Client, or any document other than the Agreement does not comprise any element of a contract between the parties.
- THE QUOTATION / SCOPE OF QUOTED WORK
3.1 What is provided in the Quotation: HPS shall provide to Client a proposal for the Services to be provided (“the Quotation”) setting out:
(i) The nature and extent of the Services HPS will perform (with or without any Sub-contractors) for Client;
(ii) The realistic time period within which HPS will aim to have completed its performance of the Services;
(iii) The prices which Client shall be charged for the performance of the Services including: (a) The fee that HPS shall charge; (b) Any expenses or disbursements which Client will require to pay, which would include (but not necessarily be limited to) the cost of the necessary building materials; and (c) As appropriate, VAT or any other tax payable by Client.
3.2 Acceptance of the Quotation: The Quotation shall be attached to the Agreement as a schedule to it; where an Agreement is entered into between Client and HPS, Client is deemed to have accepted the content of the Quotation in full.
3.3 Incomplete Quotations: The Quotation represents Client’s requests, but it is not a builder’s survey and HPS will not be liable for any task that is not included in the Quotation; therefore, if Client believes an element or elements to be missing from the Quotation and Client wishes it / them to be included, then Client must inform HPS as soon as possible – and, in any case, before signing the Agreement – whereupon HPS will revise the Quotation, appropriately.
3.4 Additional Quotations: If any additional works are found to be required, they must be discussed fully between HPS and Client, then agreed in writing between HPS and Client; an additional quotation (“Additional Quotation”) will be provided estimating the extent, time required and probable cost and once accepted by Client it shall form part of the Agreement.
- WORKING ARRANGEMENTS
4.1 HPS calculates the prices shown in the Quotation on the basis that HPS is given free access and unimpeded working space to perform the Services; such access and space must be given during HPS’s normal working hours (8 am to 4.30 pm on Monday to Friday, plus 8 am to 1 pm on Saturday) unless otherwise agreed.
4.2 HPS and Client will agree on a day-to-day basis practical arrangements which will result in the least disruption to Client, while permitting HPS to effect the Services with efficiency.
4.3 The parties agree that free access to the overall property will be needed in respect of delivery of building materials, plant, machinery and skips etc.
- CANCELLATION / “COOLING-OFF PERIOD”
Under The Consumer Rights Act 2015, the rules on cancellation / “Cooling-off” differ according to whether Client is a “Consumer” or a “Trader” (as these terms are defined in clause 1.2 ) all as follows in this clause 5:-
5.1 CANCELLATION BY CLIENT WHO IS A “CONSUMER”
5.1.1 Where the Client is a Consumer who signs the Agreement and immediately returns it to HPS, all such activity taking place when the parties are away from HPS’s premises, then the matter is regulated by the consumer protection regulations (the “CPR”) which prohibit unfair practices.
5.1.2 Where the CPR apply, Consumer may, without giving reason, cancel the Agreement within 14 (fourteen) days from the day after it was signed by the parties (“Cooling-off Period”).
5.1.3 During the Cooling-off Period, HPS will not engage in any work or procure any materials in relation to the Services unless Client states in writing that the work should commence within the 14 (fourteen) day period, in which case the Cooling-off Period does not apply.
5.1.4 Such cancellation as referred to above in clause 5.1.2 must be in writing and signed and may be either: (i) in Consumer’s own words, or (ii) in the following form:- “As of the date of this cancellation [DATE] I [NAME] wish to exercise my right under Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 to terminate our Agreement entered into on [DATE OF AGREEMENT]. [SIGNED]”.
5.1.5 Please note: where the Agreement is signed at HPS’s premises, no “Cooling-off Period is permitted.
5.1.6 Where Consumer wishes to cancel the Services after the Cooling-off Period, or if the provisions of clause 5.1.3 apply, then if HPS has already ordered bespoke building materials on Consumer’s behalf, HPS may use the Deposit sum to pay for such bespoke building materials; in the event that the Deposit sum is insufficient, then Consumer must pay the balance of such cost; under such circumstances, the bespoke building materials will be forwarded to Consumer and Consumer must also pay the delivery costs.
5.1.7 Where Consumer wishes to cancel the Services after the Cooling-off Period, or if the provisions of clause 5.1.3 apply, then if HPS has already begun work ,Consumer will pay for HPS’s administration, lost work and scheduling costs, all of which can amount to 20% of the total cost of the agreed Services.
5.1.8 Postponement (rather than full cancellation) by Consumer of the Services is acceptable only if the re-scheduled date is bona fide and within 6 (six) weeks of the initial date scheduled; in the event that further postponement occurs, Consumer will be deemed to have cancelled HPS’s Services and the cancellation levy will apply in accordance with what is stated above in this clause 5.1
5.2 CANCELLATION BY CLIENT WHO IS A “TRADER”
5.2.1 For the avoidance of doubt, what is stated above in clause 5.1 regarding a “Cooling-off Period will not apply in the case of a Trader Client.
5.2.2 In the event that Trader wishes to cancel, Trader must notify HPS in writing (including email) 15 (fifteen) days before the agreed start date of the Services; in the event that HPS is not notified of such cancellation, then Trader will pay to pay HPS an administration fee relating to planning, pre-ordering of materials and scheduling costs, all of which can amount to 20% of the total cost of the agreed Services.
5.2.3 Where Trader wishes to cancel the Services and if HPS has already ordered bespoke building materials on Trader’s behalf, then HPS may use the Deposit sum to pay for such bespoke building materials; in the event that the Deposit sum is insufficient, then Trader must pay the balance of such cost; under such circumstances, the bespoke building materials will be forwarded to Trader and Trader must also pay the delivery costs.
5.2.4 Where Trader wishes to cancel the Services and if HPS has already begun work, then Trader will pay for HPS’s administration, lost work and scheduling costs, all of which can amount to 20% of the total cost of the agreed Services.
5.2.5 Postponement (rather than full cancellation) by Trader of the Services is acceptable only if the re-scheduled date is bona fide and within 6 (six) weeks of the initial date scheduled; in the event that further postponement occurs, Trader will be deemed to have cancelled HPS’s Services and the cancellation levy will apply in accordance with what is stated above in this clause 5.2
5.3 CANCELLATION BY HPS
5.3.1 HPS may withdraw from the Agreement prior to commencement of the Services without sanction or penalty being imposed, save only as stated below in clause 5.3.2.
5.3.2 Where HPS withdraws from the Agreement and where Client (whether Consumer or Trader) is not at fault, then HPS must repay to Client any monies paid by Client per Deposit for the Services.
- COMPLETION TIMESCALE FOR THE SERVICES / MANNER OF THEIR DELIVERY
6.1 HPS will provide the Services to Client as set out in the Quotation.
6.2 HPS will aim to provide the Services to Client within the time-frame stated in the Quotation.
6.3 Estimated time-frames and delivery dates are given as guidelines only and HPS makes no guarantee that the Services will be performed within the period stated.
6.4 Time is not of the essence of the Agreement, so HPS shall not be liable for any inconvenience, damage, or loss suffered by Client as a result of the performance of any part of the Services being delayed for any reason.
6.5 If HPS elects to employ extra resources and thus finishes the Services sooner than estimated, the price specified in the Quotation shall remain the same, so Client should not expect a discount.
- PUBLIC LIABILITY INSURANCE AND EMPLOYER’S LIABILITY INSURANCE
7.1 HPS shall at all times hold valid and sufficient public liability insurance and employer’s liability insurance policies, which cover the usual general building practices.
7.2 Currently, HPS holds Public Liability Insurance up to £5,000,000; Employer’s Liability is held up to £10,000,000; the insurer is LV; and the policy number is 243627152.
- PAYMENT OF QUOTED AND FIXED PRICE WORK
8.1 The price for the Services provided in the Quotation details the charges HPS will make for labour, materials and plant; it will include also any extra costs / expenses / disbursements / taxes that HPS may charge to Client.
8.2 The Quotation will set out the intervals at which HPS may invoice Client for the whole or part of the price.
8.3 Notwithstanding what is stated in clauses 8.1 and 8.2 above, HPS may vary the contract price from the amount set out in the Quotation where HPS has provided services which are different or in addition to those set out in the Quotation, due to one or more of the following reasons: (a) they are at the specific request of Client; and / or (b) HPS has been required to complete additional work which was not anticipated at the time the Quotation was made; and / or (c) market fluctuations have occurred in the price of materials.
8.4 Client agrees in the Agreement to make staged payments throughout the period of the provision of the Services, with the final payment being made immediately after completion of the Services, upon presentation by HPS of the relevant invoice.
8.5 If Client is unhappy with the standard of workmanship, the complaints procedure referred to in clauses 11 and 12 of these Ts&Cs must be followed.
8.6 All materials purchased for, or on behalf of Client, remain the property of HPS until payment of the final invoice by Client to HPS.
8.7 Regarding payments, Client shall: (a) pay all HPS’s invoices, which will be sent to Client electronically, within 7 (seven) working days of the date of each invoice; (b) not withhold any payments due to HPS; (c) pay to HPS interest on any outstanding invoiced sums at a rate of 5% (five per cent) per annum above Barclay’s base lending rate; and (d) reimburse HPS regarding any costs HPS may incur in recovering late payments from Client.
8.8 Client may pay by cheque, or via bank transfer, or in cash (the latter being only up to certain limits) as follows:
(a) cheques are to be made payable to “Hillrose Property Services Limited”; (b) where payment is to be made via bank transfer, the Client should pay using HPS’s bank details as shown on the electronic invoice; in respect of all payments, a receipt will be given.
- PROPERTY RIGHTS, ASSUMPTION OF RISK AND UNPAID ACCOUNTS
9.1 The property rights, title or ownership in any property or materials used by HPS in effecting the Services remain with HPS until Client has paid in full, as required by these Ts&Cs.
9.2 Upon payment in full being received by HPS, the property rights, title and ownership in the property or materials referred to above in clause 9.1 will pass to Client.
9.3 Risk in / responsibility for products or materials used in effecting the Services passes from HPS to Client as follows:
(a) if HPS is responsible for delivery to Client of the products or materials, risk to Client passes upon delivery; and
(b) if HPS is not responsible for delivering, risk passes to Client whenever the products or materials leave HPS’s storage facility.
9.4 In the event that HPS cannot recover any outstanding sum due amount within 10 (ten) working days, HPS will employ the services of a debt collection agency, when the following will apply: (a) Client accepts that the debt collection agency will increase the outstanding amount to cover its fee and costs; (b) the debt collection agency’s fee and costs would be applied immediately the debt passes from HPS to them (usually amounting to 33% of the total amount of HPS’s invoice) so it is in Client’s interests to settle invoices on a timely basis; and (c) once the debt passes from HPS to the debt collection agency, HPS has no further involvement in the matter and cannot reverse the process nor negate any associated debt collection agency fees or costs.
- CLIENT’S OBLIGATIONS
10.1 Client shall be responsible for providing to HPS the correct measurements of all materials or products; if such measurements are incorrect so that materials or products which HPS orders or provides are not the right size, the cost of remedying this shall be carried by Client.
10.2 Before the building work commences, Client must tell HPS about any expectations or special requirements that Client wishes to be included in the Services.
10.3 Client shall co-operate with HPS to the extent necessary to accommodate the requirements of this Agreement.
10.4 While HPS will aim to guard existing surfaces by using soft plastic sheets, dust sheets, etc, as part of the general care HPS employs in its work practices, nevertheless Client is responsible for the following: (a) Permitting HPS appropriate and adequate access to the property or location in which the Services will be supplied (“the Site”) at all times during the building work; ( b) If the Site is indoors, Client shall ensure sufficient ventilation; (c) Removal from the areas in which the Services will be performed all valuable and / or fragile items, pictures and other wall-hangings and electrical items; and (d) Protecting existing surfaces such as carpets, floors, curtains, blinds, furniture, etc.
10.5 Without prejudice to what is stated above in clause 10.3, HPS and Client can negotiate arrangements, at an additional charge, for further protection by HPS of existing surfaces, though such protection will not be guaranteed by HPS.
10.6 Client will comply with HPS’s reasonable advice regarding: (a) health and safety; (b) the status and condition of the building work which HPS has recently completed or which HPS is in the act of finishing; (c) the status and condition state of the overall Site; and (d) HPS’s guidance and limitations imposed on the proper care, use and maintenance of any aspect of the building work.
10.7 Unless specifically mentioned to the contrary and allowed for in the Quotation, the cost of repairs to and renewals of any defects which are not visible at the time the estimate is made shall be charged additionally to Client; by way of example ( but not necessarily exclusively) no provision is made in the Quotation for the repair of plastering beneath existing paper on walls or ceiling surfaces, as it is assumed that such plastering is in good condition and is suitable to take the specified treatment carried out by HPS.
10.8 Unless the Quotation specifies otherwise, Client will be responsible for any necessary cleaning and redecorating of the Site after HPS has completed the agreed services (with the exception of the removal of waste materials or building rubble, which shall be the responsibility of HPS as set out below in clause 20 of these Ts&Cs).
10.9 Client shall solely be responsible for the security and safety of any materials or equipment that HPS choses to store on Site; in the event that they are lost, stolen or damaged, Client shall account to HPS for them.
10.10 The following will apply to the obtaining of licences, consents, and / or permissions required to enable the Services to be effected (any or all of which is a “Permission”): (a) Client shall be responsible for the obtaining of any / all Permissions; (b) it is understood that Client will obtain the planning permission via their architect; (c) therefore, Client warrants that prior to engaging HPS Client has made application for and has obtained all such Permissions; (d) without prejudice to the generality of what is stated above in this clause 10.10, in the event that Client requests HPS to obtain a particular Permission or Permissions and HPS agrees but makes a mistake in applying for such Permission or Permissions, then HPS will be liable for such mistake; (e) for the avoidance of doubt, in the event that Client requests HPS to obtain a particular Permission or Permissions and HPS agrees, then HPS shall have no liability in the event the local authority declines any such Permission or Permissions.
10.11 If deemed necessary by HPS, Client must make themselves available on the last day of the provision of the Services for consultation and final sign-off for the project; in the event that Client is unavailable, then, unless otherwise agreed in writing, Client accepts that the project has been completed to their satisfaction and payment in full is due in terms of the Quotation.
- HPS’S OBLIGATIONS AND COMPLAINTS PROCEDURE
11.1 HPS will provide the Services with reasonable skill and care, carrying out the building work to a reasonable level.
11.2 HPS shall comply with all applicable statutes and / or regulatory requirements and codes of practice.
11.3.Subject to what is stated above in clause 10, in effecting the Services HPS will take all reasonable care regarding the property of Client.
11.4 HPS shall at all times during the provision of the Services be registered and will remain in good standing (“Accredited”) with those organisations which would permit HPS to self-certify that the Services it has performed comply with the appropriate building regulations (“Compliance”); alternatively, if HPS is not Accredited, then HPS will arrange for a building inspector instead to certify the necessary Compliance.
11.5 Regarding waste materials resulting from HPS’s provision of the Services, HPS has the sole responsibility to organise and effect, safely and lawfully: (a) their removal from Client’s property and (b) their disposal.
11.6 At its unfettered discretion, HPS may use its own employees and / or Sub-contractors to effect the Services.
11.7 HPS hopes that everything will be carried out to Client’s satisfaction, but should there be any aspect of HPS’s Services with which Client is unhappy, please refer it first to HPS and we will endeavour to resolve the issue in terms of what is stated above in this clause 11 and / or below in clauses 12 and 14.
- THE GUARANTEE
12.1 In addition to Client’s statutory rights, HPS provides Client with a guarantee (“Guarantee”) that the Services will be free from defective workmanship and / or materials for 12 (twelve) months from completion of the Services, subject to what is stated below in this clause 12.
12.2 Without prejudice to the generality of what is stated above in clause 12, the Guarantee shall not apply to the following:
(a) Defects / flaws resulting from misuse or failure by Client as regards adequate and proper maintenance, or Client’s neglect or failure to comply with the instructions / recommendations of HPS or of the manufacturer.
(b) Defects / flaws caused by chemical / mechanical damage and which occur subsequent to the passing of risk to Client, provided such damage has not resulted from a defect in the workmanship or materials.
(c) Water ingress through existing structures / work (for the avoidance of doubt, HPS’s Guarantee does cover new work / new materials (e.g. a new roof, flashings for a new roof and new vertical brickwork joints for existing masonry) against water ingress.
(d) As HPS’s Guarantee does not extend to existing structures, materials, or decorations, therefore issues related to subsidence (e.g. subsidence below either new or existing foundations, movement of foundations or floors or sinkage underneath paving slabs) are not covered.
12.3. Clients must note that any guarantees related to materials will apply only in accordance with manufacturer’s warranty periods, as applicable.
12.4 At its sole and unfettered discretion, HPS shall decide upon the way in which and the extent to which it will meet the requirements of the Guarantee; by way of example (but not necessarily so, or exclusively) HPS may repair, replace or re-perform some or all aspects of the Services, or HPS may elect to refund to Client all of or a portion of the sums Client has paid to HPS.
12.5 Should Client view the Services as defective on delivery / performance, Client must notify HPS within 30 (thirty) days; in the absence of such notification, Client shall lose its entitlement to the benefit of the relevant portion of the Guarantee.
12.6 The Guarantee shall only come into operation after Client has paid HPS’s invoices in full; failure so to pay means that Client shall not have the benefit of any part of the Guarantee.
12.7 If Client complains of failure after the expiry of the period of HPS’s Guarantee, the cause of the alleged failure will be examined by HPS; following such examination, HPS will endeavour to agree a solution to the issue and soon as possible and, HPS will effect promptly any repairs that have been agreed between the parties.
12.8 HPS reserves the right to apply a charge for repairs which are not covered by HPS’s Guarantee or which are effected after the expiry date of the Guarantee.
13.1 The Agreement (including any alterations of it which have been agreed in writing by the parties) shall commence as of the date of the Agreement and shall continue until the Services have been completed, or until the Agreement is terminated in accordance with what is stated in this clause 13.
13.2 The Agreement may be terminated, with immediate effect, if any of the following arises: (a) if either party commits either a serious breach or a series of continuous breaches of the Agreement; (b) subject to what is stated in 13 (d) below, Client may terminate if HPS fails as regards non-performance of the Services, or is seriously neglectful or defaults in the performance of the Services; (c) subject to what is stated in 13 (d) below, HPS may terminate if Client fails to make any payment within the agreed period for payment, or fails in any of the Client’s Obligations specified in clause 11; (d) in the case of 13(b) or (c) above, the non-defaulting party must send to the defaulting party a written notice of the breach and if the breach remains un-remedied for more than 7 (seven) days after receipt of such notice, the termination will become effective; (e) if either party commits a breach of this Agreement which is incapable of remedy; or (f) if either party becomes bankrupt / insolvent, or enters into a CVA or IVA, or if HPS or a Trader Client ceases to carry on the whole or substantially the whole of its business;
13.3 Upon termination of the Agreement, Client shall pay to HPS monies equal to the work effected under the Services, together with all expenses incurred up to and including the date of the termination.
13.4 Termination of the Agreement shall not detract from either party’s rights or liabilities under the Agreement.
- LIABILITIES, WARRANTIES AND DISCLAIMER
14.1 What is stated in this clause (as well as in any other clause in these Ts&Cs excluding or restricting HPS’s liability) will, in addition to applying to HPS, apply to the personnel of HPS and any third party performing work for HPS.
14.2 Nothing in the Agreement will exclude or limit HPS’s liability for: (a) negligence resulting in death or personal injury; (b) fraudulent misrepresentation; (c) anything else which cannot legally be excluded or limited.
14.3 HPS will have no liability for damage to Client where such damage was caused by or contributed to by Client.
14.4 In relation to damage and / or sub-standard workmanship occasioned by HPS, the following will apply: (a) Should breakage or damage occur to Client’s property, HPS will notify Client immediately and will set out steps to remedy the situation; (b) Client must notify HPS in writing within 24 hours of any alleged breakage or damage caused by employees of HPS; (c) If, at the end of the Services, Client is not satisfied with any aspect of the Services, Client must so inform HPS immediately; and (d) Clients must allow HPS to effect a remedy using HPS’s own tradespersons; under no circumstances will HPS be held liable for the costs of repairs carried out by a third party / parties, unless HPS had expressly agreed to the use of such third party / parties, in advance, in writing.
14.5 HPS has no responsibility for perished, infested, or rotten timber or other materials in existing structures (by way of example but not necessarily exclusively: doors, window frames, other wooden constructions, etc.); this absence of responsibility will apply whether such weaknesses were detected or undetected by HPS when the Agreement was made.
14.6 HPS will oversee all buildings works up to completion of the Services and HPS will carry all responsibility under the Agreement, save only that HPS and any Sub-contractors will each be responsible fully for their own third party liability.
14.7 Client must give HPS reasonable opportunity to regulate any matter for which HPS is liable before Client incurs costs in regulating the matter; in the event that Client fails so to give HPS such an opportunity, then HPS shall not have any liability to Client regarding the matter.
14.8 The liability of HPS (including HPS’s own negligence) regarding the Services shall, for any one event or for a series of related events, be limited to the cost of the Quotation including labour and materials.
14.9 Subject to what is started above in this clause 14, in no event (including HPS’s negligence) shall HPS have any liability to Client or to third parties for: (a) economic losses (including without limit, loss of revenues, profits, business or anticipated savings); (b) loss of reputation; special, consequential or indirect losses; and / or (c) damage to or loss of data.
14.10 Save only as stated in these Ts&Cs, the essential elements of HPS’s standard Disclaimer and Limitation on Liability are provided in HPS’s Legal Notices and form part of the Agreement and are to be construed in conjunction with the following: to the maximum extent permitted by law, HPS EXCLUDES ALL LIABILITY (DIRECT OR INDIRECT) OF ANY KIND FOR ANY LOSS OR DAMAGE THAT MAY RESULT TO CLIENT OR TO ANY THIRD PARTY OR ENTITY, whether arising in tort (including, without limitation, negligence) or contract, or otherwise, in relation to any use made of the building work provided by HPS under the Services by any person other than Client or by any other organisation.
Client shall indemnify HPS (including its directors, officers, employees, Sub-Contractors, agents and affiliated companies) against any loss or damage whatsoever and to whomsoever (including all third party claims) which loss or damage results from: (a) Client’s breach or Client’s use of the Services and / or (b) breach of the Agreement for Services of which these Ts&Cs form part, including Client’s failure to abide by any included terms.
- FORCE MAJEURE
16.1 Neither party shall be liable for any failure or delay in the performance of its obligations or duties under the Agreement for Services of which these Ts&Cs form part which failure or delay results from circumstances outside his reasonable control, including but not limited to: Acts of God, industrial action, shortage of raw materials or supplies, fire, breakdown in plant / machinery, government / regulatory action, terrorism or threat of terrorism, civil disturbance, riot, or war.
16.2 HPS will aim to bring the Services to a satisfactory conclusion as soon as possible, taking into account weather conditions and availability of specialist materials and unforeseen circumstances, etc; however, in the event of force majeure events arising, the Quotation may be revised reasonably by HPS to reflect the then-current situation at hand, whether prior to or after commencement of the Services.
- BUILDING CONTROL
17.1 If requested by Client and if HPS agrees, HPS will manage issues of inspections and related matters involving the Local Authority Building Control Department; such a request must be made by Client, in writing, in advance and the relevant details will form part of HPS’s Quotation.
17.2 Client accepts that because delays can occur due to Local Authority administration issues, therefore, upon completion of the Services, payment will not depend on presentation of Building Control Completion Certificates.
- INTELLECTUAL PROPERTY
18.1 HPS is the exclusive owner of all its logos, advertising materials, databases, these Ts&Cs and all other items of its Intellectual Property (“IP”) including its IP’s contents and formats which are protected by the laws governing copyright and database rights, as may be amended / augmented from time to time.
18.2 HPS takes the protection of its Intellectual Property very seriously and will assertively pursue any unauthorised use of it, including any part or parts of it.
- WHOLE AGREEMENT AND SEVERABILITY
19.1 The Agreement, as defined, comprises the totality of the contractual concurrence between the parties.
19.2 The Agreement supersedes any prior representations that may have been made by either party, whether verbally or written.
19.3 Any modifications to the Agreement must be in writing and signed by both parties.
19.4 In the Agreement, all clauses and parts of clause are severable and shall be read and interpreted independently; if any portion of the Agreement is found by a court of competent jurisdiction to be invalid, such invalidity will not impact upon the validity or enforceability of any other provision or of the Agreement.
19.5 The Agreement shall be binding upon the parties and upon their heirs, legal representatives, successors in title and permitted assignees.
19.6 Nothing in the Agreement shall give any rights to a third party and no third party may enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act.
19.7 No failure by either party to enforce any provision of the Agreement shall be deemed a waiver or limitation of that party’s right subsequently to compel full compliance with the Agreement.
- BUILDER’S WASTE AND SURPLUS MATERIALS
20.1 Unless the Quotation stated otherwise, all builder’s waste (i.e. waste generated by HPS during execution of the Services, including materials taken down or demolished by HPS) and surplus building materials such as off-cuts, etc. shall remain the property of HPS;
20.2 Builder’s waste may be used by HPS for masonry infill or hardcore, if appropriate to that purpose, or it may be removed by HPS.
20.3 HPs has unrestricted access to collect any partially-used or unused building materials, as well as plant and equipment, etc. and such access shall continue until the full and cleared final payment has been received by HPS.
20.4 For the avoidance of doubt, following cleared payment of HPS’s final invoice, Client takes ownership only of materials actually used in the building work comprising the Services.
- MISCELLANEOUS PROVISIONS
21.1 Retentions: HPS’s Quotation is based on the understanding that, unless otherwise agreed by the parties in writing, no retentions are held.
21.2 Discounts: No discounts (whether by Contractor and / or any Sub-Contractor) will be given unless agreed and confirmed in writing between the parties.
21.3 Data Protection: As further described in our Privacy and Data Protection Policy referred to at the end of these Ts&Cs and provided at the foot of the Website, all client data is retained in accordance with the Data Protection Act 1998, as such statute may be updated or replaced from time to time and HPS will preserve the confidentiality of such client data.
21.4 Warranty of Capacity to Contract: The parties each warrant that they have the capacity to and are authorised and permitted to enter into the Agreement for the Services, of which Agreement these Ts&Cs form part.
21.5 Warranty regarding Approvals: subject only to what is stated above in clause 10.10, Client warrants that all necessary Permissions for the Services have been obtained.
- LAW AND JURISDICTION
22.1 This Agreement shall be governed by the Laws of England and Wales.
22.2 The parties agree to submit to the exclusive jurisdiction of the English Courts.