TERMS AND CONDITIONS

BACKGROUND:

Snowdon Homes Ltd (“the Service Provider”) provides Speculative Residential Development and Contractual work to business clients. The Service Provider has the necessary skill, knowledge, and experience in that field. These Terms and Conditions form the basis of contracts for the provision of services by the Service Provider to its clients.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• “Applicable Laws” means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and to the Contract;
• “Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;
• “Business Hours” means 9:00 am to 5:00 pm on a Business Day;
• “Client” means the party procuring the Services from the Service Provider under the Contract;
• “Commencement Date” means the date on which the Contract shall enter into effect, as set out in Clause 2 (Basis of Contract);
• “Confidential Information” means information disclosed to one Party by the other, pursuant to or in connection with the Contract, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such;
• “Contract” means the contract entered into by the Service Provider and the Client for the provision of Services in accordance with and based on these Terms and Conditions;
• “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom relating to data protection and privacy, including but not limited to the UK GDPR and the Data Protection Act 2018;
• “Fees” means any and all sums due under the Contract from the Client to the Service Provider in consideration of the Services, as set out in Clause 5 (Fees, Payment, and Records);
• “Intellectual Property Rights” means patents, rights to inventions, copyright, related rights, trade marks, service marks, business names, domain names, rights in get-up and trade dress, goodwill, design rights, database rights, and other intellectual property rights, whether registered or unregistered;
• “Order” means the Client’s order for the Services as set out in the Client’s written acceptance of the Service Provider’s quotation;
• “Services” means the services to be provided by the Service Provider to the Client under the Contract, as fully defined in the Specification.

1.2 Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email.

1.3 Unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time.

1.4 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of the Contract.

2. Basis of Contract

2.1 An Order shall constitute a contractual offer by the Client to procure Services from the Service Provider in accordance with and based on these Terms and Conditions.

2.2 An Order shall be deemed accepted by the Service Provider upon issuing written acceptance to the Client.

2.3 Upon issuing written acceptance under sub-Clause 2.2, a Contract shall come into existence between the Client and the Service Provider. The date of the Service Provider’s written acceptance shall be the Commencement Date of the Contract.

2.4 These Terms and Conditions shall form the basis of the Contract. Subject to Clause 18 (Variation), any other terms the Client or the Service Provider seeks to impose or incorporate into the Contract, or which are implied by trade custom, practice, or course of dealing, shall be excluded from the Contract.

3. Provision of the Services and Service Provider’s Obligations

3.1 The Service Provider shall, throughout the term of the Contract, provide the Services to the Client with reasonable skill and care.

3.2 The Service Provider shall ensure that the Services conform with the Specification in all material respects.

3.3 The Service Provider shall use reasonable endeavours to meet any performance dates set out in the Order. Such dates shall be estimates only.

3.4 The Service Provider shall act in accordance with all reasonable instructions issued by the Client, provided such instructions are compatible with the Specification.

3.5 The Service Provider shall ensure that any and all personnel involved in the provision of the Services are suitably skilled, qualified, and experienced to perform the part(s) of the Services to which they are assigned.

4. Client’s Obligations

4.1 The Client shall ensure that all information provided in the Order is complete and accurate.

4.2 The Client shall provide:

• All cooperation that is reasonably required by the Service Provider to enable the provision of the Services;
• Any and all Client Materials agreed upon by the Parties, or as otherwise reasonably required by the Service Provider;
• Access to the Client’s premises and facilities as necessary for the provision of the Services, in accordance with any health and safety rules and security requirements.

4.3 The Client may from time to time issue reasonable instructions to the Service Provider concerning the Service Provider’s provision of the Services.

4.4 In the event that the Service Provider requires the decision, approval, consent, or other communication from the Client to continue providing the Services, the Client shall provide the same promptly.

4.5 Any failure or delay in the provision of the Services due to the Client’s failure or delay in complying with any of its obligations shall not be the responsibility of the Service Provider.

5. Fees, Payment, and Records

5.1 The Fees shall be set out in the Order. The Fees shall include all costs and expenses incurred by the Service Provider in connection with the provision of the Services.

5.2 The Service Provider shall invoice the Client upon completion of the Services or at the agreed intervals.

5.3 All payments required to be made under the Contract shall be made within 35 days from the end of the month period.

5.4 All payments shall be made in Pounds Sterling in cleared funds to the bank nominated by the Service Provider.

5.5 The Service Provider shall maintain accurate records of the Services provided and any expenses incurred.

6. Intellectual Property Rights

6.1 The Client shall retain ownership of all Intellectual Property Rights in the Client Materials.

6.2 The Client grants the Service Provider a non-exclusive, fully paid-up, royalty-free licence to use, copy, and modify the Client Materials solely to the extent necessary for the provision of the Services.

7. Confidentiality

7.1 Each Party undertakes to keep confidential all Confidential Information disclosed by the other Party.

7.2 Either Party may disclose Confidential Information where required by law or to those who need to know such information to fulfil their obligations under the Contract.

7.3 The provisions of this Clause 7 shall continue in force for 2 years after the termination of the Contract.

8. Data Protection

8.1 The Service Provider shall only use the Client’s personal data as set out in the Service Provider’s Privacy Policy, available on their website.

8.2 All personal data processed by the Service Provider on behalf of the Client shall be processed in accordance with the terms of a Data Processing Agreement.

9. Liability

9.1 The Service Provider shall maintain appropriate professional indemnity and public liability insurance.

9.2 Neither Party shall be liable to the other for any indirect or consequential losses, including but not limited to loss of profits, loss of business, or loss of data.

9.3 The total liability of either Party under the Contract shall not exceed £1,000,000, except in cases of fraud, negligence causing death or personal injury, or other liability that cannot be excluded by law.

10. Termination

10.1 Either Party may terminate the Contract by giving 30 days written notice to the other Party.

10.2 Either Party may terminate the Contract immediately if the other Party commits a material breach of the Contract and fails to remedy it within 14 days of receiving written notice.

11. Governing Law and Jurisdiction

11.1 These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales.

11.2 Any disputes arising under or in connection with these Terms and Conditions or the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Snowdon Homes Ltd
The Old Library, Midland Road, Higham Ferrers, Northamptonshire, NN10 8DN
Registered in England: No 08983239. Registered Office: Artemis House, 4a Bramley Road, Mount Farm, Milton Keynes, MK1 1PT

[email protected]