Order Terms

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.

‘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.

‘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. Once your order for Building Register Services has been signed and returned by facsimile, post or email, no cancellation will be accepted, as our order processing system is instant and automatic. This is clearly understood by the Customer BEFORE signing and entering into this Contract.
8. The price of the Building Register Service(s) is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Building Register.
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 price of the Building Register 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. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer. THE MINIMUM TERM OF THIS IN PERPETUITY AGREEMENT IS ONE YEAR (OR ANY SUCH LONGER PERIOD AS NOTED ON THE AUTHORISATION ORDER FORM), AFTER WHICH TIME THIS AGREEMENT WILL EXTEND FOR FURTHER ANNUAL PERIODS UNLESS EITHER PARTY GIVES WRITTEN NOTICE (SENT BY RECORDED DELIVERY) TO THE OTHER PARTY OF THEIR WISH TO TERMINATE THIS AGREEMENT. THIS MUST BE RECEIVED BEFORE THE END OF NINE MONTHS FROM THE ORDER DATE. FOLLOWING RECEIPT OF SUCH WRITTEN NOTICE, THIS AGREEMENT SHALL TERMINATE AT THE END OF THE ANNUAL PERIOD IN WHICH SUCH NOTICE EXPIRES. BY “ANNUAL PERIOD” IS MEANT A PERIOD OF TWELVE MONTHS COMMENCING ON THE ANNIVERSARY OF THAT DATE. IF NO NOTICE HAS BEEN RECEIVED IN ACCORDANCE WITH THIS CLAUSE 10 BY THE END OF NINE MONTHS FROM THE ORDER DATE OF THIS AGREEMENT, IT IS ACCEPTED BY THE CUSTOMER THAT AN INVOICE WILL BE AUTOMATICALLY ISSUED WHICH WILL BECOME PAYABLE AT THE COMMENCEMENT OF EACH ANNUAL PERIOD.

11. The Customer shall pay the price of the Building Register Service (s) as set in the order within 7 days following the date of invoice in cleared funds without any deduction or set-off on the grounds of any alleged breach of any contract between Building Register and the Customer or on any other grounds. The time of payment of the price shall be of the essence of the Contract.

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) Cancel the Contract or suspend access to Building Register;
(b) Immediately suspend the provision of any services under the Building Register Service(s); AND

(c) Charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above Barclays Bank plc 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 Building Register Service(s) is accepted under clause 2, Building Register grants the Customer a non-exclusive, non-transferable licence to use Building Register for ONE year, and for yearly periods afterwards, on the payment of an increased annual renewal fee. This licence to use the materials and information made available through Building Register directory (‘Materials’) shall be in accordance with the Building Register User Terms.

14. Building Register reserves the right to alter, suspend or discontinue any aspect of the Building Register 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. For the purposes of the Conditions, the Customer shall be deemed to be insolvent if the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction which is subject to the prior written approval of Building Register such approval not to be unreasonably withheld or delayed); or an encumbrances takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or Building Register reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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 signing the Building Register Authorisation Order Form you agree to comply with all the above Conditions.