TERMS AND CONDITIONS
After Build will provide the Client with a Client Service Agreement (CSA) before the commencement of Services. These definitions relate to the CSA.
Client shall mean the party buying the Service;
Client Care Manager shall mean After Build;
Property shall mean Plot and vice versa and both shall mean the address referred to in the CSA;
Purchaser shall mean the party committed to purchasing the Property;
Occupant shall mean the person(s) living at the Property;
Homeowner shall mean the legal owner of the Property;
Development shall mean the geographical location of the Property;
Defect shall mean a legitimate build problem, including snags, that is a breach of any mandatory warranty requirement and as such deemed by the warranty provider as a problem that needs to be resolved if reported during the Builder’s Rectification Period (years 1-2 of the 10 year warranty);
Original Contractor shall mean a contractor involved in the construction of the Property;
Nominated Contractor shall mean the contractor appointed by the Client to receive calls and instructions from the Client Care Manager out of hours to attend a legitimate Emergency;
Emergency shall mean a sudden and unforeseen incident immediately creating a risk to the health of the Occupant(s) and/or damage to the Property rendering it uninhabitable, insecure or dangerous;
Latent Defect shall mean a Defect that was reported and resolved within the Builder’s Rectification Period but has subsequently recurred beyond the end of said period;
Service shall mean the Service as described in the CSA;
Wear and Tear shall mean Property problems arising from general use;
Damage shall mean Property problems arising from an accident or misuse;
Consequential Damage is damage attributable to the consequences of a Defect e.g., damaged decoration due to a plumbing leak;
The Effective Date shall mean the date when the Client signs the Client Service Agreement.
1 The Service
1.1 The Client Care Manager shall provide the Service at such times and dates as required by the obligations described in the CSA.
1.2 During the period of the Client Service Agreement, the Client Care Manager may accept and perform engagements from other companies, firms, or persons.
The parties will at all times keep confidential the terms of the CSA and any other information acquired in consequence of the CSA, except for information which they are bound to disclose by law, or they are requested to disclose by regulatory agencies or information given to their professional advisers and the Contractor for the performance of their professional services and Customers where reasonably necessary.
3 Commencement and Termination
3.1 The CSA shall commence on the Effective Date and shall continue for the term specified in the CSA.
3.2 Notwithstanding paragraph 3.1, either party may terminate the CSA immediately by giving written notice to the other where:
3.2.1 that other party (being a natural person) dies, is imprisoned or suffers injury or illness such that the CSA cannot be performed or (being a partnership or other unincorporated association) is dissolved;
3.2.2 that other party, being a company, passes a resolution for winding up (other than for the purposes of a solvent reconstruction or amalgamation where the resulting entity assumes all of the obligations under the CSA of the relevant party) or a court makes a winding up order in respect of that other party or that other party has a receiver, administrative receiver, manager or administrator appointed of all or part of its undertaking and assets;
3.2.3 that other party ceases or threatens to cease to carry on its business or is unable to pay its debts or becomes insolvent (within the meaning of the Insolvency Act 1986) or makes or proposes to make any arrangement or composition with its creditors;
3.2.4 is in material breach of any term of the CSA and has failed to remedy the breach within 7 days after receiving notice in writing requiring it to do so.
3.3 Any termination of the CSA shall be without prejudice to the rights of either party against the other in respect of anything done or omitted hereunder prior to such termination or in respect of any sums or other claims outstanding at the time of such termination.
3.4 Termination of the CSA as provided above shall not put an end to the obligations contained in clause 2 (Confidentiality). A penalty shall be payable by the Client to the Client Care Manager of £5 per Property per month (outstanding) if the Client notifies the Client Care Manager of their intention to terminate the CSA prematurely or fails to fulfil the volume commitment during the full term of the CSA (for any reason except those under their rights in clause 3.2).
4.1 In consideration of the Service to be provided by the Client Care Manager, the Client shall pay the Client Care Manager the Set-Up fee and/or Registration fee as specified in the CSA. The Set-Up fee and/or Registration fee shall be invoiced at the Effective Date. Payment terms are 7 days from the date of invoice. The Service shall commence when advised by the Client and shall conclude on the first or second anniversary (as determined by the CSA) of the legal completion date, practical completion date or other date agreed, of the Property at the Development.
4.2 The Set-Up fee shall be deducted from the total cost of Services, the balance of which shall be paid monthly from the commencement of Services as specified in the CSA. Payment terms are 28 days from the date of invoice.
4.3 Site services are invoiced in the month of delivery. Payment terms are 28 days.
4.4 All other charges. Payment terms are 28 days from the invoice date.
4.5 The Client Care Manager reserves the right to add interest to all overdue payments at the prevailing statutory level i.e., the government approved 8% over prevailing bank base rate.
4.6 The Client Care Manager reserves the right to suspend the Service if the Client is delinquent in the maintenance of their payments i.e., where payments are overdue by 60+ days.
5 Divisibility Clause
a) Goods: This contract is divisible. Each delivery made hereunder:
i) Shall be deemed to arise from a separate contract, and
ii) shall be invoiced separately and any invoice for a delivery shall be payable in full in
accordance with the terms of payment provided for herein without reference to and
notwithstanding any defect of default in the delivery of any other instalment.
b) Services: This contract is divisible. The work performed in each period during the currency of
the contract shall be invoiced separately. Each invoice for work performed in any period shall be
payable by the customer in full, in accordance with their terms of payment provided for herein,
without reference to and notwithstanding any defect or default in the work performed or to be
performed in any other period.
6 The Client Care Manager’s Obligations
6.1 The Client Care Manager shall always during the period of the CSA:
6.1.1 faithfully and diligently perform the Service with at least reasonable skill and care. All other
warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law;
6.1.2 notify the Client of any Defects for which the Client remains responsible (updating the Client Portal: clientservices.uk.com);
6.1.3 when reasonably required give to the Client (or to such other person or persons as it may direct) such written or oral advice or information regarding any of the Services performed;
6.1.4 keep a detailed audit of all jobs reported and all notice of Defects issued to the Contractor including 7- day notices.
7 The Client’s Obligations
7.1 The Client shall at all times during the period of the CSA:
7.1.1 diligently assist the Client Care Manager in performing its duties under the CSA;
7.1.2 notify the Client Care Manager within 2 working days of all legal completion dates as
7.1.3 remain responsible for the cost and resolution of all Defects;
7.1.4 remain responsible for the cost, management and resolution of all Defects and any
other build related problems pre-existing the commencement of the CSA;
7.1.5 remain responsible for the cost of any accommodation requirements that may arise
should the Home Owner/ the Occupant be unable to remain within the Property while
work is arranged or as the result of problems arising with the Property;
7.1.6 shall not (and whether directly or indirectly solely or jointly and whether on your
own behalf or on behalf of any other person, firm or company), solicit, endeavour to
entice or accept the services of any person who at any time during the period of
engagement has been an employee of the Client Care Manager;
7.1.7 in circumstances where the Client Care Manager instructs an alternative contractor,
the Client shall accept and pay the Client Care Manager for those invoiced charges for
labour and materials;
7.1.8 the responsibility to apportion costs by individual job shall remain the responsibility
of the alternate contractor who shall agree with the Client an acceptable process by
which to achieve this.
8 Assignment and Subcontracting
The Client Care Manager may sell, assign, sub-contract or transfer any duties, rights or interests created under the CSA subject to the provision of prior written notice to the Client.
Failure or delay by either party to exercise any rights resulting from a breach of the CSA by the other shall not be a waiver of such rights in such breach or any subsequent breach.
10.1 Under no circumstances shall the Client Care Manager be liable for any special, indirect, or consequential damage of any nature whatsoever.
10.2 The liability of the Client Care Manager to the Client arising out of or in connection with the CSA, shall be limited to £5,000,000 for all public liability claims made against the Client Care Manager arising from any one occurrence and £5,000,000 for all Product liability claims made against the Client Care Manager for any one occurrence. Additionally, the Client Care Manager shall have Employer’s liability cover of up to £10,000,000 for any one claim or series of claims arising out of any one cause.
10.3 Nothing in this clause 9 will operate or be construed to operate so as to exclude or restrict the liability of the Client Care Manager for fraud or death or personal injury caused by the negligence of the Client Care Manager.
Any notice to be given by a party under the CSA must be in writing and must be given by delivery at or sending first class post or facsimile transmission or other means of telecommunication in permanent written form to the last known postal address or relevant telecommunications number of the other party. Where notice is given by sending in a prescribed manner it will be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it will be sufficient to show it was dispatched. A notice will have effect from the sooner of its actual or deemed receipt by the addressee.
12 Law, Jurisdiction, and Dispute Resolution
12.1 The CSA shall be construed in accordance with English Law.
12.2 Either party has the right to refer any dispute or difference arising under, out of or in relation to the CSA to adjudication in accordance with the Technology and Construction Solicitors Association Adjudication Rules current at the date of the CSA.
12.3 Subject to clause 11.2, any dispute or difference arising under, out of or in relation to the CSA shall be submitted to the jurisdiction of the English courts.
13 Contracts (Rights of Third Parties) Act 1999
A person who is not party to the CSA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the CSA but this does not affect any right or remedy of a third party which exists or is available apart from that Act.