CONDITIONS
OF SUPPLY FOR THE BUILDING REGISTER
In
these Conditions:
‘Building Register’ means the
Building Register Limited a company incorporated under the laws of
England whose registered number is 3892735 and whose register offices
are at:- Comino House, Furlong Road, Bourne End, Buckinghamshire. SL8
5AQ and whose trading offices are at:- 1st Floor, West Wing, Kent
House, Romney Place, Lower Stone Street, Maidstone, Kent, ME15
6LH.
‘Building Register’ means the comprehensive
on-line directory and managed data service containing information on
companies that operate within the business to business construction
industry.
‘Building Register Service(s) means related
services in conjunction with Building Register as set out in the
Contract.
‘Conditions’ means these standard terms
and conditions of sale and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between
the Customer and Building Register.
‘Contract’
means the contract for the purchase of Building Register
Services.
‘Customer’ means the company and person
who accepts the quotation from Building Register for the provision of
the Building Register Service(s) or whose order for the Building
Register Service(s) is accepted by Building Register to form a
Contract.
‘End User’ the Customer’s employees or other individuals contracted by the Customer as may be authorised to access and use the Information or Building Register Service.
‘Evaluation Questionnaire (“EQ”)’
means an electronic evaluation pre-qualification questionnaire, which
is completed by the Customer which updates the information on the
Building Register on-line service.
‘Information’ all information, materials and data supplied to the Customer under this Contract in any format whatsoever.
‘Writing’
includes cable, facsimile transmission and any comparable means of
communication.
1.
Building Register shall sell and the Customer shall purchase the
Building Register Service(s) in accordance with any written
quotation of Building Register which is accepted by the Customer, or
any written order of the Customer which is accepted by Building
Register, subject in either case to the Conditions.
2.
NO ORDER WHICH HAS BEEN SIGNED, RECEIVED (BY FAX, POST OR EMAIL) AND
ACCEPTED BY BUILDING REGISTER MAY BE CANCELLED BY THE CUSTOMER AFTER
RECEIPT.
3.
The Customer’s access to and use of the Building Register shall
be governed by the Building Register User Terms at all times, a
copy of which is available from the homepage of
www.buildingregister.com
or on request.
4.
Subject to clause 3, the Conditions shall govern the Contract to the
exclusion of any other terms and conditions subject to which any
quotation is accepted or purported to be accepted, or any order is
made or purported to be made for the Building Register
Service(s) by the Customer.
5.
The quantity, quality and description of and any specification for
Building Register or the Building Register Service(s) shall be
as set out in the Building Register User Terms and/or the
Contract.
6.
All orders for supply of data are specific and individual to each
Customers requirement. All such orders are payable prior to the
release of the data file and the Customer accepts the terms of such
supply.
7.
Building Register reserves the right to alter, suspend or discontinue
any aspect of the Service(s), including access to the Building Register.
In such event the Customer shall be entitled to a refund of any charges
previously paid relating to an unexpired period (not to exceed the maximum
amount of the order value).Unless explicitly stated any new features will
be subject to these Conditions and the Building Register User Terms.
8.
The price of the Service(s) shall be Building Register’s quoted price or,
where no price has been quoted (or a quoted price is no longer valid),
the price listed in Building Register’s published price list current
at the date of acceptance of the order and is exclusive of any applicable
value added tax, which the Customer shall be additionally liable to pay to
Building Register. All prices quoted are valid for 30 days only or until earlier
acceptance by the Customer and are subject to annual increase not greater than
the cumulative RPI plus 5% or the then current price listed in Building Register’s
published price list .
9.
Once the order has been processed the Customer accepts that it is
their sole responsibility - and the Customer has a maximum of
THREE months - to complete; the Evaluation Questionnaire, provide
content for their web site (if applicable), after which the Customer
will be charged an additional administration fee to process this
information. Failure to provide the information means that the
Customer accepts that their entry will remain inaccurate.
10.
THE MINIMUM TERM OF THIS AGREEMENT IS FOR THE PERIOD SET OUT ON THE
AUTHORISATION ORDER FORM, AFTER WHICH TIME THIS AGREEMENT WILL EXTEND
FOR FURTHER ANNUAL PERIODS OR PERIODS OF SIX MONTHS IF THE MINIMUM TERM
IS SIX MONTHS (“each hereinafter referred to as a RENEWAL TERM”) UNLESS
EITHER PARTY GIVES WRITTEN NOTICE TO TERMINATE THIS AGREEMENT NOT LESS
THAN THREE MONTHS PRIOR TO THE END OF THE MINIMUM TERM OR ANY RENEWAL TERM,
SUCH NOTICE TAKING EFFECT AT THE END OF THE MINIMUM TERM OR RENEWAL TERM IN
WHICH SUCH NOTICE EXPIRES. ALL NOTICES MUST BE ISSUED ON COMPANY LETTERHEAD,
SIGNED & POSTED BY RECORDED DELIVERY AND YOU MUST KEEP A COPY OF THE RECORDED
DELIVERY SLIP AS PROOF OF DELIVERY. IF NO NOTICE HAS BEEN RECEIVED IN ACCORDANCE
WITH THIS CLAUSE 10, IT IS ACCEPTED BY THE CUSTOMER THAT AN INVOICE WILL BE
AUTOMATICALLY ISSUED WHICH WILL BECOME PAYABLE AT THE COMMENCEMENT
OF EACH RENEWAL TERM.
11.
The Customer shall pay the price of the Service(s) as set
in the order within 7 days following the date of invoice
in cleared funds without any deduction or set-off.
The time of payment of the price shall be of the
essence of the Contract. The Customer hereby authorises
Building Register to store the Customer’s credit card details
for the term of this Contract and to take via that device any
payments that are overdue including any statutory compensation
for late payment to which Building Register is entitled.
12.
If the Customer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to Building
Register, Building Register will take appropriate action to collect
the debt and shall also be entitled to:
(a)
Terminate the Contract or suspend access to Building Register; and/or
Register;
(b) Immediately suspend the provision of any Service(s); AND/OR
(c)
Charge the Customer interest and statutory compensation
(both before and after a judgment) in accordance with the provisions
of the Late Payment of Commercial Debts (Interest) Act 1998 as amended
and supplemented by the Late Payment of Commercial Debts Regulations 2002.
Where that Act is not applicable Building Register may charge the Customer
interest (both before and after any judgment) on the unpaid amount at
the rate of 3% per annum above Barclays Bank base rate from time to time,
until payment in full is made (a part of a month being treated as a full
month for the purpose of calculating interest).
13.
When the Customer’s order for the Service(s) is accepted under clause 2,
Building Register grants the Customer a non-exclusive, non-transferable
licence to use Building Register, the Service(s) and the Information
for the Minimum Term and for any Renewal Term subject to the payment
of an increased annual renewal fee as described in clause 8. This licence
to use Building Register, the Services and the Information shall be governed
by the Building Register User Terms, the provisions of this Condition 13
and the provisions of this Contract:
13.1.
The Customer warrants, represents and undertakes that it shall and shall
procure that all relevant third parties within its power and control shall:
(a) ensure that each End User uses his/her own username and password
for his/her own purposes only and does not divulge such name or
password to a third party; (b) use the Information and Service(s)
only for its own internal requirements and only in the course of its
business; (c) keep possession of and control over the Information,
keep the Information confidential and not disclose or make available
the Information or Service(s) to any third party; (d) adopt and maintain
appropriate security measures to prevent access to the Information and Service(s)
by any third party and notify us immediately if it become aware of any
unauthorised disclosure, use or copying of the Information;
(e) ensure that any copyright notice, trade mark, trade name, marking
or notice contained in the Information is not removed, amended or obscured;
and (f) maintain and provide to us upon request a complete and accurate
record of its use of the Information.
13.2.Customer shall not, nor knowingly permit any third party to: (a) misuse (including by introducing viruses or other harmful material) the Information or Service; (b) use, publish, reproduce, sell or distribute Information or access to the Service other than in accordance with the permitted uses under this Contract; (c) reproduce or supply physical or electronic copies of the Information (or extracts of such), including but not limited to any third party; (d) alter or attempt to alter the Information or Service(s) or any parts thereof; (e) attempt to gain unauthorised access to the Information or Service(s); (f) copy the Information or Service(s) or any part thereof; (g) copy or use any registered or unregistered trademarks; or (h) create or offer a competing product or service on the basis of the Information or Service(s).
14.
Except in respect of death or personal injury caused by Building
Register’s negligence, Building Register shall not be liable to
the Customer by reason of any representation (unless fraudulent), or
any implied warranty, condition or other term, or any duty at common
law, or under the express terms of the Contract, for any
“Consequential Loss”, costs, expenses or other claims for
compensation whatsoever (whether caused by the negligence or
breach of statutory duty of Building Register, its employees or
agents or otherwise) which arise out of or in connection with the
sale and supply of Building Register or the Building Register
Service(s) or its use by the Customer, and the entire liability of
Building Register under or in connection with the Contract shall
not exceed the price of the Building Register Service(s), except as
expressly provided in the Conditions. “Consequential Loss”
shall for these purposes mean
(i)
pure economic loss;
(ii)
loss of profits (whether categorised as direct or
indirect);
(iii) losses
arising from business interruption;
(iv)
loss of business revenue, goodwill, anticipated savings,
(v)
losses whether or not occurring in the normal course of business,
wasted management or staff time
(vi)
loss or corruption of data.
15.
Building
Register SHALL NOT BE LIABLE to the Customer or be deemed to be in
breach of the Contract by reason of any delay in performing, or
any failure to perform, any of Building Register’s obligations
in relation to the provision of the Building Register
Service(s), if the delay or failure was due to any cause beyond
Building Register’s reasonable control.
16.
Subject as expressly provided in the Conditions, all warranties,
conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
17.
Without prejudice to any other right or remedy available to Building
Register, in the event the Customer becomes insolvent, Building
Register shall be entitled to cancel the Contract or suspend any
further access to Building Register under the Contract without
any liability to the Customer, and if Building Register has been
accessed by the Customer but not paid for by the Customer, the price
shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
18.
Building Register is a member of a group of companies and accordingly
Building Register may perform any of its obligations or exercise any
of its rights under the Conditions by itself or through any other member
of its group, provided that any act or omission of any such other member
shall be deemed to be the act or omission of Building Register.
19.
Building Register’s employees or agents ARE NOT authorised to
make any representations concerning Building Register or the
Building Register Service(s) unless confirmed by a Building Register
director IN WRITING. In entering into the Contract the Customer
acknowledges that it does not rely on any such representations, which
are not so confirmed.
20.
No variation to these Conditions shall be binding unless agreed IN
WRITING between the authorised representatives of the Customer
and Building Register. Any typographical, clerical or other error
or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information
issued by Building Register shall be subject to correction without
any liability on the part of Building Register. Any literature
published by Building Register in respect of Building Register is for
guidance only.
21.
Any notice required or permitted to be given by either party to the
other under these Conditions shall be IN WRITING AND MUST
BE SENT BY RECORDED DELIVERY addressed to that other party at its
registered offices or trading offices or such other address as
may at the relevant time have been notified pursuant to this
provision to the party giving the notice.
22.
No waiver by Building Register of any breach of the Contract by the
Customer shall be considered as a waiver of any subsequent breach of
the same or any other provision.
23.
If any provision of the Conditions is held by any competent authority
to be invalid or unenforceable in whole or in part the validity
of the other provisions of the Conditions and the remainder of the
provision in question shall not be affected.
24.
The Contract shall be governed by the laws of England and the
Customer agrees to submit to the exclusive jurisdiction of the
English courts.
By entering your own security answer and password whilst completing the Building Register on-line Sales Order Process, or by signing an order form, you agree to comply with the Authorisation Order Form Terms and Conditions.
