Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. About us
1.1 Company details. The Build Chain LTD (company number 13246782) (we and us) is a company registered in England and Wales and our registered office is at Doncaster Business Innovation Centre, Ten Pound Walk, Doncaster, South Yorkshire, England, DN4 5HX]. Our VAT number is GB375344384. We operate the website https://www.thebuildchain.co.uk/
1.2 Contacting us. To contact us, visit our support page at https://www.thebuildchain.co.uk/contact-us or email us at firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 16.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order of a subscription (“Subscription”) by you and supply of Services subscribed to by you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3. Placing an order with us for a subscription and its acceptance
3.1 Service Options. We provide three different services and you may subscribe to any or all of them on a monthly basis (with discounted pricing for annual contracts). The options are described in these terms and conditions as:
(a) Plant Hire;
(b) Materials and other supplies; and
3.2 Placing your subscription order. Please follow the onscreen prompts to place your Subscription. You may only submit a request for a subscription using the method set out on the site. Each subscription order is an offer by you to buy the services specified in the subscription order (Services) subject to these Terms.
3.3 Correcting input errors. Our subscription order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.4 Acknowledging receipt of your order. After you place your request for a subscription , you will receive an email from us acknowledging that we have received it.
3.5 Accepting your subscription order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation as subscribed to.
4. Our services
4.1 Service Descriptions. Any descriptions on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.2 Compliance with specification. Subject to our right to amend the specification (see clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your subscription order in all material respects.
4.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
4.4 Participating Suppliers. You acknowledge that The Build Chain may add to or remove Participating Suppliers as individual suppliers subscribe to the service or end their subscription. We have no duty to advise you of any changes to the composition of subscribers nor their identities. In entering into this Agreement you acknowledge and agree that no exclusivity is conferred upon you in the manner the Service operates.
4.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill. We are not responsible, however, and you agree and accept that we shall have no responsibility for any errors, omissions, misstatements whether innocent or negligent made by any prospective customer.
4.6 Service Downtime and Interruptions. As with any other internet delivered service their may be interruptions to the availability of the Service as a result of planned and unplanned maintenance activities. We undertake so far as reasonably practicable to pre-advise you of any scheduled maintenance which, wherever possible shall be scheduled for outside of usual business hours. We are not responsible and shall have no liability for internet service interruptions.
5. Your obligations
5.1 It is your responsibility to ensure that:
(a) you provide accurate details to be referred to by potential customers in order to ensure that all enquiries are addressed correctly;
(b) you manage your account appropriately ensuring that access to it is limited appropriately (passwords should not be shared);
(c) you are satisfied as to the genuine nature of any enquiry received and the credit worthiness of potential customers who you may do business with;
(d) contracts are concluded with prospective customers under your terms and conditions of business in the usual manner;
(e) information uploaded to the website promoting the Service is accurate (and updated promptly when any information changes).
5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
(a) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(b) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6. Services in UK only
6.1 The Service is currently only available within the United Kingdom.
6.2 Prospective customers may however place a subscription order for the Services (for delivery in the United Kingdom only) from an address outside the UK, but the order must be for performance of the Services to an address in the UK.
7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
7.2 The Charge is a subscription charge which automatically renews at the end of each charging period for a further 12 month period unless you update your settings to remove renewal at least 48 hours prior to the renewal having effect. Your renewal will be on the same day of the month in each successive period. You may choose the charging period which may be either a month or a year. Subscription costs appear on our website and shall be those displayed on our site at the time you submit your request for a subscription.
7.3 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8. How to pay
8.1 Payment for the Services is in advance. Payment can be made yearly or in monthly instalments. We will take your first payment upon acceptance of your subscription order and will take subsequent payments monthly in advance.
8.2 You can pay for the Services using a debit card or credit card. We accept all major bank cards.
8.3 We currently use Stripe as our payment platform. Direct debits can also be made through Stripe. Should there be any change to this process, you will be notified as soon as possible.
8.4 We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments including card charge backs, a £20 administration fee will be levied.
If you have any enquiries or issues, please contact us at https://www.thebuildchain.co.uk/contact-us or email us at email@example.com.
10. Intellectual property rights
10.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
11. How we may use your personal information
11.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 The Service we provide is to assist suppliers interested in contracting with businesses with requirements for supplies or equipment hire to make contact with relevant suppliers and except for a subscription fee we receive no financial benefit from any transactions that arise. Accordingly and as contemplated by paragraph 6 of these terms and conditions we have no responsibility for the performance or non-performance of any contract entered into and accept no liability in respect of the entering into of any contract or its performance whether under contract law, tort or any other legal basis.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) failure to obtain or any loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to reputation and any associated goodwill; and
(g) any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to an amount equal to two times the annual subscription charge we make for the provision of the Service to you.
12.5 We have given commitments as to compliance of the Services with the relevant specification in clause 4.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6 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 one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.1 We each undertake that we will not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2 and13.3.
13.2 In the event that you provide us with material of a marketing nature and or comments regarding the benefits you obtain from subscribing to the Service you agree that these may be published with edits reasonably made if necessary without your express consent.
13.3 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.4 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
14. Termination, consequences of termination and survival
14.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within five days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
14.2 Consequences of termination
(a) On termination of the Contract you must cease to make any statement of any nature and in any medium that suggests that you continue to subscribe to the Service.
(b) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
16. Communications between us
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the secondworking day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.