BOLD AND REEVES TERMS OF SERVICE
Date of Last Revision: 5th June 2017
These Terms of Service are between Bold and Reeves Limited (company number: 8177776) whose registered office is at 52 Mount Street, London, W1K 2SF ('we', 'our', 'us') and the Client ('you', 'your') and cover the provision of property management and maintenance services. We provide an online platform that enables us to assist you to manage, service and maintain your property (collectively, the "Services") which Services are accessible at www.boldandreeves.co.uk and any other websites through which Bold and Reeves makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application").
In these Terms of Service various words whose capital letters have been capitalised contain specific meanings ("Definitions") which may be more onerous than you think they are and these Definitions are set out in clause 1.
1. KEY TERMS
1.1 In these Terms of Service the following words and expressions beginning with capitalised letters shall, unless the context otherwise requires, have the following meanings:
Audit Fee means the fee charged to conduct the audit of the Property;
Contractor means a contractor who is not a member of our Partner Network that you have requested that we use in connection with any Works;
Log Book means the collection of data relating to your Property including Serviceable Items, documents, schedules of Works, records of completed Works and all related information;
Network Contractor means a contractor who is a member of our Partner Network;
Non-Working Hours means the hours between 5pm and 8am on a Working Day, or any time on a day that is not a Working Day;
Partner Network means the network of contractors that we prefer to instruct on your behalf to carry out the Works;
Property means the property or properties registered with us which are to be managed by us under these Terms of Service;
Service Fee means the fee charged for the provision of the Services;
Serviceable Items means those items within and outside the Property that are serviced periodically;
Working Day means any day other than a Saturday, a Sunday or a Bank Holiday in England;
Working Hours means the hours between 8am and 5pm on Working Days; and
Works means any repair, remedial or maintenance tasks to be made to the Property or to its fixtures, fitting or contents.
1.2 In these Terms of Service:
1.2.1 singular words can be understood as plural and plural as singular; words of one gender include all other genders; references to a 'person' includes a company or other legal entity and section headings are for convenience only; and
1.2.2 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.3 If any term of these Terms of Service is or becomes illegal, invalid or unenforceable in whole or in part under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of these Terms of Service but the validity and enforceability of the remainder of these Terms of Service shall not be affected.
1.4 A person who is not a party to these Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
1.5 Any notice between us and you shall be in writing and will be sent to the party at the email address stated in Schedule 1 or as otherwise notified in writing to the other party. Consent is hereby given to written notice being delivered by email.
2. TERMS OF SERVICE
2.2 In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application or Services the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application or Services.
2.3 If you are a VIP client you will have a signed agreement ("VIP Agreement") with Bold and Reeves. If there is a conflict between these Terms and the terms and conditions of the VIP Agreement, the latter terms and conditions will take precedence with respect to your use of or access to the Site, Application or Services.
2.4 If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
2.5 YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
3.1 We reserve the right, at our sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the "Last Updated" date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your Bold and Reeves Account you will be deemed to have accepted the changes.
4. THE SERVICES
4.1.1 If requested by you to do so, and on payment of the Audit Fee, we will conduct an inspection of the Property the primary purpose of which is to identify the Serviceable Items (the "Property Audit").
4.1.2 Notwithstanding that the scope of the Property Audit may be agreed between you and us, you hereby consent to us:
(a) visiting the Property during Working Hours to conduct the Property Audit at a time and date of mutual convenience; and
(b) taking such photographs of the interior and exterior of the Property as we consider necessary to enable us to perform the Property Audit and to deliver the Services.
4.1.3 We will endeavour (where possible) to ensure that personal belongings will be excluded from, and/or covered up, in photographs of the interior of the Property. Residents at the Property will not be included in any photographs.
4.1.4 Unless agreed in writing with you in advance, the Property Audit will not include:
(a) the opening up of any fabric at the Property or the taking up of carpets, floor coverings, or floorboards;
(b) specialist tests to assess the efficiency, or safety of electrical, gas or other energy sources, plumbing, heating or drainage installations (or whether they meet current regulations) or the inside of any chimney, boiler or other flue;
(c) an inspection of any part of the Property that cannot be accessed without a ladder, scaffolding or other equipment required for working at height;
4.2 Log Book
4.2.1 On completion of the Property Audit we will upload the details relating to the Serviceable Items to your Log Book.
4.2.2 The Log Book will be updated as required to record any subsequent Works or activities undertaken by us and/or Network Contractors or Contractors in connection with the Services.
4.2.3 You will be provided access to the Log Book via the internet and via our Application. You will be able to access the Log Book by using your email address and password that you registered at sign up.
4.3.1 On receipt of instructions from you, we will arrange for a Network Contractor or Contractor (the "Instructed Contractor") to provide a quote to undertake Works at the Property (the "Quote"). The Quote will include the amount of non-refundable deposit (the "Deposit") that must be paid by you once you confirm acceptance of the Quote.
4.3.2 On receipt of written instructions from you accepting the Quote and instructing us to proceed (the "Client Instruction"), we will arrange for a Network Contractor or Contractor (the "Instructed Contractor") to be instructed to undertake Works (the "Instructed Works") at the Property by issuing them with a work order ("Work Order"). The Work Order is a contractual commitment by us on your behalf that they will be paid on completion of the Works as per their quote.
4.3.3 When we receive the Client Instruction you will be liable to pay the Deposit immediately. The Instructed Contractor will not begin the Instructed Works until the Deposit has been paid.
4.3.4 We will manage the Instructed Contractor involved in the provision of the Instructed Works, acting as your representative at all times.
4.3.5 If we instruct a Network Contractor or Contractor, we will do so as your agent and you will be the undisclosed principal. As such, you will be liable for the cost of the Instructed Works. These costs will be payable in accordance with clause 7.
4.3.6 Instructed Works will be carried out subject to the availability of suitable Network Contractors or Contractors.
5. OUR ADDITIONAL RESPONSIBILITIES
5.1 We hereby confirm that we have in force a policy of professional indemnity insurance with a limit of not less than £5 million. We will ensure that this level of insurance is, and shall continue to be, in effect for the duration of these Terms of Service with reputable insurers. Copies of our certificate(s) of insurance are available on request.
5.2 Save where the Instructed Works are undertaken by a Contractor at your request, we will arrange for the Instructed Works to be undertaken by a Network Contractor.
5.3 We will ensure that all members of the Partner Network:
5.3.1 have been pre-vetted to ensure they are qualified;
5.3.2 have entered into a confidentiality agreement with us;
5.3.3 have provided evidence to us that they have in force a policy of public liability insurance with a limit of not less than £1 million with reputable insurers. A copy of a Network Contractor's certificate(s) of insurance is available on request;
5.3.4 have undertaken to maintain such insurance for the duration of their membership of the Partner Network;
5.3.5 are requested at all times to ensure that they, and all persons employed by them for the purposes of the Works at the Property, wear suitable and appropriate clothing for a residential property; and
5.3.6 are requested to clear away all rubbish/debris as it accrues and clean the parts of the Property affected by the Works on completion.
5.4 While we take all reasonable steps to procure that Network Contractors are reputable, competent and honest, we do not accept responsibility or liability for any loss or damage caused by Network Contractors.
5.5 We accept no responsibility or liability whatsoever for any Contractors used at your request.
5.6 While we take all reasonable steps to ensure the performance and backup of all business systems we do not accept responsibility or liability for loss in the event that the Log Book becomes corrupt or the system on which it is maintained suffers a security breach or virus.
6. YOUR RESPONSIBILITIES
6.1 It will be your responsibility to:
6.1.1 ensure that the Instructed Contractor is granted adequate access to the Property to enable them to conduct the Instructed Works. Failure to do so could result in the loss of the Deposit.
6.1.2 pay the Service Fee, Contractor Charges and any other sums due to us from time to time in accordance with the terms of these Terms of Service;
6.1.3 provide prompt and accurate instructions to us and to advise us immediately of any changes to those instructions. In the event that you provide incorrect information to us, which causes you or us to suffer a loss or results in legal proceedings being taken against us, you agree to reimburse and compensate us for all losses we suffer;
6.1.4 provide us with such information and materials as we may reasonably require from time to time in order to perform the Services;
6.1.5 ensure that the Property, its fixtures, fittings and contents are at all times properly and adequately insured whether the Property is occupied or not;
6.1.6 co-operate with our reasonable requests to enable us to provide the Services; and
6.1.7 notify us in writing as soon as practicable of any queries, concerns or complaints you have concerning the Services, including (without limitation) the Instructed Works an Instructed Contractor is undertaking, or proposing to undertake, for you.
6.2 In the event you become involved in a dispute with an Instructed Contractor, and a party to the dispute erroneously sues us, or you require our assistance in a dispute or Court proceedings against an Instructed Contractor, unless our involvement is only necessary as a result of a failure on our part under these Terms of Service, you agree to reimburse and compensate us for the time and costs (including legal and professional fees) we incur in defending proceedings brought against us or in assisting you (as applicable).`
7. FEES AND PAYMENT
7.1 Fees and Charges
7.1.1 In return for arranging the Instructed Works we will charge you a fee, (the Service Fee). The Service Fee is calculated as a percentage of the cost of the Works. The percentage applied is shown in the Account > Subscription Plan section in the Application.
7.1.2 On completion of the Instructed Works, we will send you by email an invoice for the cost of the Instructed Works, as per the Quote, (the "Contractor Charges") and the Service Fee. If there are variations to the Quote, such as the cost of additional parts, these will be communicated to you at the time that the Instructed Works are undertaken.
7.1.3 You will have 2 working days from the date of the invoice to query the invoice. Thereafter the invoice becomes payable and the amount, less the value of the Deposit, will be deducted from your chosen credit card. If you disagree with any of the fees outlined in the invoice, you must raise this will us in writing within two working days of the date of the invoice. If we do not receive written notice from you during this time, the invoice will be deemed to have been accepted by you. If you notify us of a dispute, we will endeavour to resolve the issue with you in accordance with clause 10..
7.1.4 Contractor Charges are charged to you at cost and do not include any rebates or profit for us.
7.2 Method of Payment
7.2.1 Any fees outlined in the invoice shall become due and payable on the expiry of a period of 2 Working Days from the date of the invoice and we will collect payment from you by credit card two Working Days following the date of the invoice.
7.2.2 Our invoices are payable in pounds sterling. If you choose to pay us in any other currency, we are entitled to charge you for any foreign exchange charges or losses we may incur.
8. OUR LIABILITY
8.1 Our total liability for any and all claims connected with the Services or arising out of or in connection with these Terms of Service, whether arising in contract, tort (including negligence) or otherwise or for loss or damage resulting from or in connection with these Terms of Service shall be limited to an amount not exceeding £100,000.
8.2 We will not be responsible or liable for any act or default of any contractor on our Partner Network used in connection with the Services.
8.3 Our liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with our engagement or the Services will be limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is directly caused by us having regard to the contribution to the loss and damage in question caused by any other person responsible and/or liable to you for such loss and damage (loss and damage having the same meaning as in the Civil Liability (Contribution) Act 1978).
8.4 Nothing in these Terms of Service will limit our liability for death or personal injury caused by our negligence or fraud or for any other liability that cannot be limited or excluded as a matter of law.
9.1 Save with your prior written consent, we will not disclose any confidential information relating to you, these Terms of Service, the Property or the Log Book except as permitted by clauses 9.2 and 9.4.
9.2 We may disclose confidential information to our employees, officers, representatives or advisers who need to know such information for the purposes of carrying out our obligations under these Terms of Service. We shall ensure that our employees, officers, representatives or advisers to whom we disclose confidential information are aware of the obligations under this clause 9.
9.3 Save with our prior written consent, you undertake that you shall not at any time disclose to any person any confidential information concerning our business, customers, clients, or Network Contractors or suppliers used in the provision of the Services.
9.4 Confidential information may only be disclosed to the extent required by law, court order or any governmental or regulatory authority.
9.5 Neither we nor you shall use each other's confidential information for any purpose other than to perform our respective obligations under these Terms of Service.
9.6 Neither we nor you shall make, or permit any person to make, any public announcement concerning these Terms of Service, except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
9.7 On termination of these Terms of Service, we shall, on receipt of a written request from you, erase all your confidential information from our computer systems (to the extent possible), including the Log Book and any documents or materials used to create it.
9.8 Notwithstanding our obligations under clause 9.7, if we are required by any law, regulation, or government or regulatory body to retain any documents or materials which we would otherwise be required to erase under clause 9.7, we will notify you in writing of such retention, giving details of the documents or materials that we must retain.
9.9 The provisions of this clause 9 will survive termination of these Terms.
10. DATA PROTECTION AND COPYRIGHT
10.1 You own the copyright to all data stored in the Log Book relating to you and the Property (the 'Data'). You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the Data for the purpose of delivering the Services.
10.2 Your personal details will be used for billing and other administrative purposes. None of the information we hold about you will be disclosed to third parties except for the purpose of providing the Services and managing our database or our business.
10.3 We will take reasonable security precautions to prevent the Data becoming accessible to any unauthorised third persons. We give no warranty in relation to defects in any systems used for the performance of the Services and, in particular, we will not be liable for any damage or loss resulting from, but not limited to, the following: damage to or corruption of Data whether in whole or in part; unauthorised appropriation or use or access or modification of Data; unauthorised transmission of Data to a third party, the transmission or impact of any virus; unauthorised access to a system; damage arising out of any operator error in respect of Data or a system; interruption or interference with any electronic means of communication; or failure of any system.
10.4 We confirm that we are registered with the Information Commissioner's office. Our registration reference is ZA216320.
11. RAISING QUERIES OR CONCERNS WITH US AND RESOLVING DISPUTES
11.1 We will endeavour to give you a high quality service in all respects. We shall try to resolve any problem by discussing it with you in the first instance. It is important that you raise any concern with us as soon as possible because we value you as a client and would not wish to think you have any reason to be unhappy with us or the Services.
11.2 If a dispute arising out of or in connection with these terms, including any question regarding its breach, existence, validity, termination or the legal relationships established by these Terms of Service the matter shall be finally resolved by arbitration under London Court of International Arbitration (LCIA) Rules, which are deemed to be incorporated by reference into this clause.
11.3 The number of arbitrators shall be one; the seat, or legal place, of arbitration shall be London; the language to be used in the arbitral proceedings shall be English.
11.4 The arbitrator shall be nominated by Terms of Service between us and you, or, failing such Terms of Service, be appointed by the LCIA Court on your or our application. The decision of the arbitrator will be final and binding us and you.
11.5 The governing law of these Terms of Service shall be the substantive law of England and Wales.
12. TERM AND TERMINATION
12.1.1 These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Bold and Reeves terminate these Terms as described below.
12.2 Termination for convenience
12.2.1 You may terminate these Terms at any time by sending us an email.
12.2.2 Without limiting our rights specified below, Bold and Reeves may terminate these Terms for convenience at any time by giving you 30 days' notice via email to your registered email address.
12.3 Termination for breach, suspension and other measures
12.3.1 Bold and Reeves may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iv) Bold and Reeves believes in good faith that such action is reasonably necessary to protect the safety or property of Bold and Reeves or third parties, for fraud prevention, risk assessment, security or investigation purposes.
12.3.2 In case of non-material breaches and where appropriate, you will be given notice of any measure by Bold and Reeves and an opportunity to resolve the issue to Bold and Reeves's reasonable satisfaction.
12.4.1 If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Bold and Reeves Account. If your access to or use of the Site, Application and Services has been limited or your Bold and Reeves Account has been suspended or this Agreement has been terminated by us, you may not register a new Bold and Reeves Account or attempt to access and use the Site, Application and Services through other Bold and Reeves Accounts.
12.5.1 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
Bold and Reeves Limited
52 Mount Street
VAT Number: 154 9542 88
Company Number: 8177776