1 Definitions
1.1 In these Terms of Business the following definitions apply:
“Client” means the individual, business, or company who is introduced by Our Business to the Contractor, in order for the Contractor to quote and possibly win work.
“Contractor” means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Client is introduced.
“Our Business” means Lee Ireson Ltd, trading as Build UP,19 Charles Street Willenhall WV13 1HG
“Project” means the period during which the Client employs the Contractor.
“Services” means the introduction and/or provision of a Project to the Contractor, or the introduction of a Contractor to a Client in accordance with these Terms.
“Terms” means the Terms and Conditions of Business for the supply of Projects to Contractors, and/or the supply of a Contractor’s services to a Client
1.2 Unless the context requires otherwise, references to the singular include the plural.
1.3 The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2 The Terms
2.1 These Terms shall govern the supply of Projects to the Contractor by Our Business and are effective from 1st September 2016.
2.2 These Terms constitute the contract between Our Business and the Contractor and are deemed to be accepted by the Contractor by virtue of an introduction to, or the Engagement of a Client or the passing of any information about the Client to any third party following an introduction.
2.3 These Terms contain the entire agreement between the parties, excepting a director’s guarantee that may be required, and shall prevail over any other terms and conditions or purchase conditions put forward by the Contractor or Client.
2.4 All Clients supplied to the Contractor shall hold their own separate agreement with the Contractor. The Contractor is bound to Our Business by our own separate agreement.
3 Charges
3.1 The Contractor agrees to pay Our Business an agreed commission as per our rate card on the Gross Value of all Projects contractually secured, and on any additional works agreed to any secured Projects.
3.2 The Contractor agrees to pay Our Business an agreed commission as per our rate card on the Gross Value of all future Projects offered by any Client introduced by Our Business.
3.3 The Contractor agrees to pay Our Business’s fee within 14 days of the date of the invoice. The invoice will be generated upon the Client and Contractor reaching agreement.
3.4 Our Business reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 8% above The Bank of England base rate from the due date until the date of payment.
3.5 Any variation of these Terms and Conditions of Business must previously be agreed in writing by a Director of Our Business to be effective.
3.6 Our Business will not be responsible for any of the products and/or services offered or supplied to Clients by Contractors, or the failure to supply said goods and/or services.
4 Fidelity and Intellectual Property
All work and Projects gained from Clients and their referrals will be chargeable. Any attempt to quote for or undertake work for a Client introduced by Our Business will be a breach of this contract, unauthorised use and/or theft of our intellectual property and of our Client or Contractor base. We reserve our rights to all avenues of legal recourse in this event, including but not limited to the County and Criminal Courts within the United Kingdom.
Action may be taken against the Contractor and/or Client on a joint or several basis.
4.1 At no point during this agreement, and for a period of no less than six years after Our Business, the Client , or The Contractor ending this agreement, can a Contractor or Client:
A) Offer to undertake any work or Projects, paid or otherwise, for a Client introduced by Our Business, outside of this agreement.
B) Provide quotes for any work or Projects, with the intention of being paid or otherwise, to a Client introduced by Our Business, outside of this agreement.
C) Enter into the direct employ of a Client (or a Clients business or company,) as a business, company, agent or individual.
D) Pass on any Client or Contractor information to any third party, so that they may attempt any of Clause 4.1
E) Attempt any of Clause 4.1 to a referral provided by any Client of Our Business.
4.2 The Contractor and Client agrees to inform Our Business of all new works or Projects offered by Clients, including additional works to initial Projects, and referrals for prospective new Clients provided by existing Clients.
4.3 The Contractor and Client agrees that the Contractor and Client’s contact information in all forms, all communications between The Contractor and Client and the Projects provided, belong to Our Business, and will remain the intellectual property of Our Business. The information required to undertake a Project, including Client contact details will be provided on a free lease to the Contractor, for the period of the project, but will never become the property of the Contractor.
The Contractor’s contact information will be provided on a free lease to the Client, for the period of the project, but will never become the intellectual property of the Client.
4.4 The Client agrees to pay 4 times Our Business’ commission that would have been earned, in the event that the Client employs a Contractor introduced by Our Business outside of this agreement, in order for the Contractor to circumnavigate owing Our Business its Commission. This remains in full effect for this project, additional contract works, future projects from the client, and referrals as a result of the work being undertaken.
4.5 The Contractor agrees to pay 4 times Our Business’ commission that would have been earned, in the event that the Client employs a Contractor introduced by Our Business outside of this agreement, in order for the Contractor to circumnavigate owing Our Business its Commission. This remains in full effect for this project, additional contract works, future projects from the client, and referrals as a result of the work being undertaken.
5. Good Faith
5.1 Our Business will provide information to Contractors, in order for the Contractor to quote and win work. The Contractor is hereby instructed to ascertain themselves wholly that all information provided by Our Business, its staff, representatives and agents is accurate, correct, and sufficient in order to act upon.
5.2 All information provided by Our Business, its staff, representatives and agents is done so in good faith. All information provided to Our Business from but not limited to Clients, Architects, Building Control Officers, Other Contractors, Structural Engineers, Planning Authorities, Surveyors, Water Boards, Utility Companies or their infrastructure providers, or other Persons, Businesses, Companies, or their acting agents, will be passed on in good faith. Our Business will not be responsible for any errors, discrepancies, or omissions within the information provided by us or via third parties.
5.3 The Contractor and Client will hereby indemnify Our Business for any and all losses and/or damages resulting from any information provided in Good Faith, whether the originator is Our Business, or any third party. The Contractor is reminded that The Contractor is hereby instructed to ascertain themselves wholly that all information provided by Our Business, its staff, representatives and agents is accurate, correct, and sufficient in order to act upon.
6. Working Relationship
6.1 Before and during the Project the Contractor and Client shall agree the manner in which the Contractor carries out the work and to undertake the supervision of the Contractor sufficient to ensure the Client’s satisfaction with the Contractor’s standard of work.
6.2 The Contractor is wholly and solely responsible to the Client for a Project, method of Project delivery, standard of work, timescale required, and all materials and labour provided including subcontracted labour. Therefore The Contractor agrees to be held accountable to the Client in the event of a dispute. The Client and Contractor agree that Our Business will not be held responsible in the event of such a dispute.
6.3 It is the core intent of Our Business to provide work for good Contractors to undertake, providing a service to both the Client and Contractor. Both the Client and Contractor agree that Our Business can or will know of how each Project progresses, of any disputes as they arise, and of the feedback given by the Client at the end of the project.
6.4 Both the Client and Contractor will allow access on site for any visits required by Our Business, or agents acting on our behalf, so we may see the standard of workmanship for ourselves.
7 Liability
7.1 Whilst every effort is made by Our Business to ensure the reasonable standards of skill and reliability of the Contractor provided to the Client and to provide the Client’s Project to the Contractor, Our Business shall not be liable for:-
A Any losses, damages, costs, expenses or delay arising directly or indirectly from Our Business’s failure to provide any Contractor to the Client, or Clients to the Contractor.
B Any losses, damages, costs, expenses or delay arising directly or indirectly from any act or omission whatsoever of the Contractor, Client or any acting agent thereof.
7.2 Notwithstanding any other provision contained herein (save for death or personal injury) Our Business’s entire liability under these Terms shall not exceed the value of the fees received by it from the Contractor arising from Our Business’s provision of the Services pursuant to these Terms.
8 Indemnity
The Contractor and Client shall indemnify Our Business on demand from and against any and all losses, claims, damages, costs (including legal costs on a full and unqualified indemnity basis), charges, expenses, liabilities or demands, proceedings and actions which Our Business may sustain or incur or which may be brought or established against Our Business by any persons arising out of or in relation to the supply (or attempted supply) of a Client, or the supply of their Project to the Contractor, or the breach of any of these Terms by the Contractor or Client. For the avoidance of doubt this includes any personal injury claims of whatsoever nature. Any exclusion or limitation clause or right of indemnity in these Terms shall insure not only to the benefit of Our Business but also of its directors, servants and agents.
9 Contractor’s Responsibilities
9.1 The Contractor agrees to comply in all respects with all statutes, statutory instruments, codes of practice and other legal obligations and requirements to which the Contractor is ordinarily subject in respect of their own business activities.
9.2 The Contractor undertakes to effect and maintain adequate levels of insurance cover in order to meet its obligations herein, including but not limited to Employer’s Liability and Public Liability insurance cover.
9.3 The Contractor agrees to provide an initial price, timescale and start date to Our Business within 14 days of receipt of plans, photos and initial survey findings.
9.4 The Contractor will undertake their own survey, examine the drawings, check all dimensions on site, and provide a detailed cost breakdown against a detailed agreed specification upon a client’s initial acceptance, prior to the start date.
9.5 The Contractor will undertake any further investigations and due diligence required to satisfy themselves in order to finalise their offer to a Client.
9.6 The Contractor will attend the meeting if the client requests, with Our Business and the Client to sign the contract.
10 Termination
10.1 The Client and Contractor are bound by these terms for the duration of any project.
10.2 Should the Client terminate their own agreement with the Contractor for reasons we deem to be poor attendance, poor workmanship, failure to honour health safety and environmental responsibilities or any other breach of a standard JCT homeowner contract, no refund of commissions paid will be due.
11 Variation to Terms
11.1 Any variation of these Terms must be agreed in writing by a Director of Our Business to be effective. In the event that a variation to these Terms is agreed, Our Business will provide the Client and/or Contractor with a new set of Terms setting out the details of the changes and stating the date on which the varied Terms take effect within 7 working days of the date of agreement to the variation
11.2 Any variation to the charges and any rebates or refunds will only be valid if previously agreed in writing by a Director of Our Business.
12 Law
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Court of England & Wales.
13 Breach of Agreement
In the event of the Client or Contractor committing any breach of the agreement giving rise to a cause of action against it then that cause of action shall be deemed to have arisen wholly within the district of Nottingham County Court and/or the Nottingham Registry of the High Court of Justice whichever should be the appropriate court. Accordingly those Courts shall have jurisdiction to deal with and determine any action commenced against the Client or Contractor and the Client or Contractor shall be deemed to have submitted itself to the jurisdiction of those courts.