Standard Terms and Conditions of Building Pieces Ltd (Number 07392080) (“Building Pieces”) whose registered Office is at Kemp House, 152/160 City Road, London EC1V 2DW relating to the Services (defined below).
1.1 The following words have the following meanings:
Advertising: advertising Client logos and/or Products on the home page of the Website in a location selected by the Client and approved by Building Pieces.
Client: the person, firm or company who enters into a Contract for the provision of Services.
Contract: a contract between Building Pieces and the Client for the provision of Services on the terms and conditions set out in this document.
Events: advertising an event on the Website such as an exhibition, trade show or conference that the Client is attending and/or hosting.
Product: a product the Client advertises on the Website.
Ranking: the purchase of a specific position in the search results displayed on the Website of a Product category selected by the Client.
Registered Products: Products registered in a specific category (selected by the Client) in the Product directory on the Website.
Services: any and all of the following, all provided on the Website; Advertising, Events, Ranking, Stand and Registered Products as agreed between the parties in this Contract.
Stand: part of a page on the Website for Clients with 4 or more Registered Products to display all Products and customise with chosen Client images.
Website: the Building Pieces website from time to time.
1.2 In this agreement (except where the context otherwise requires):
1.2.1 the clause headings are included for convenience only and shall not affect interpretation;
1.2.2 use of the singular includes the plural and vice versa;
1.2.3 any reference to a statute, statutory provision or subordinate legislation (“legislation”) and the rules of any regulator (“regulatory rules”) shall (except where the context otherwise requires) be construed as referring to such legislation and regulatory rules as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and
1.2.4 any phrase introduced by the terms “including”, “include”, “in particular”, “for example” or the letters “e.g.” or any similar expression shall be construed as illustrative and shall not limit the sense of the words that precede it.
2. Provision of Services
2.1 Building Pieces will provide the Services to the Client.
2.2 The Client shall select the Services it requires on the Website and the price shall be calculated according to the selections made and the pricing set out in clause 3.
2.3 The Client shall upload all images, wording and materials for Services (“Materials”) for Building Pieces to review and confirm acceptance. Building Pieces has the absolute right to request changes and to refuse any person, company, Client, Services and/or Material. Building Pieces is not responsible for the content of the Materials.
2.4 Building Pieces shall as soon as reasonably practicable confirm acceptance of the Services and Materials and/or if it rejects any of the same and/or requires changes to the same. Materials must only be in reference to the Product.
2.5 The Client shall pay for all Services to be provided in full in advance. Time for payment is of the essence. Building Pieces can terminate the Contract and/or suspend provision of all or any part of the Services if not paid for in full in advance.
2.6 Once a Product is a Registered Product the chosen category cannot be amended during the Contract and the Registered Product cannot be replaced or substituted for another Product. Product images must be of the Product only.
2.7 All intellectual property rights in the Materials remain and vest in the Client but Building Pieces can make such changes as Building Pieces acting reasonably thinks fit to ensure best fit and display on the Website including altering the size, pixels and typeface.
2.8 The Client warrants that there is no defamatory, illegal, unlawful , offensive or obscene content in the Materials and Building Pieces has the absolute and unreserved right to remove any Materials from the Website that contain and/or are believed to contain defamatory, unlawful and/or illegal content; and/or are in breach of this clause 2.8, and to suspend, disable or terminate the Client’s use of and access to the Services.
3. Price and Duration
3.1 The Contract is for 12 months beginning on the date of acceptance of the first Product by Building Pieces. All fees are to be paid in full in advance on the Website by debit card, credit card, Paypal or bank transfer. Fees are non refundable.
3.2 Registered Products
The price to register Products on the Website for 12 months is:-
1 product: £130 + VAT
2 products: £260 + VAT
3 products: £390 + VAT
4 products: £450 + VAT
5 products: £510 + VAT
6 products: £570 + VAT
7 products: £630 + VAT
8 products: £690 + VAT
9 products: £740 + VAT
10 products: £790 + VAT
11 products: £840 + VAT
12 products: £890 + VAT
13 products: £940 + VAT
14 products: £990 + VAT
15 products: £1,040 + VAT
16 products: £1,090 + VAT
17 products: £1,140 + VAT
18 products: £1,190 + VAT
19 products: £1,240 + VAT
20 products: £1,290 + VAT
30 products: £1,690 + VAT
40 products: £2,090 + VAT
50 products: £2,490 + VAT
3.2.1 for 50+ Products a bespoke price will be agreed between the Client and Building Pieces upon request.
3.3 Clients can add any additional Products after the Contract and the price for these Products shall be pro-rated in accordance with the price structure above.
The price for a Stand is £120 + VAT for one image displayed on the Stand during the Contract.
The price for Ranking varies between £2 + VAT to £100 + VAT per product, per week, depending on the category. A rank can be booked up to a maximum of 15 weeks.
3.6.1 £80 + VAT per week for either side of the homepage;
3.6.2 £150 + VAT per week for the top of the homepage;
3.6.3 £60 + VAT per week for a banner on the homepage.
Price upon request.
4. Limitation of Liability
4.1 This paragraph sets out the entire financial liability of Building Pieces (including any liability for the acts or omissions of the employees, agents and sub-contractors of Building Pieces) to the Client in respect of: (a) any breach of this agreement and/or (b) the Services.
4.2 To the extent that Building Pieces provides the Services to the Client, the Client acknowledges that Building Pieces relies on the information and Materials provided to it by the Client.
4.3 All warranties, conditions and other terms implied by statute or common law and not expressly set out in this agreement are, to the fullest extent permitted by law, excluded from this agreement.
4.4 Nothing in this agreement excludes or limits the liability of Building Pieces for: (a) death or personal injury caused by the negligence of Building Pieces or (b) fraud or fraudulent misrepresentation.
4.5 Subject to clause 4.4, (a) Building Pieces shall not be liable to the Client for: loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) Building Pieces entire liability to the Client shall not exceed the price it has been paid for the provision of the Services.
4.6 The Services are provided to the Client on the basis that the limitations and exclusions on liability contained in this agreement (in particular in clause 4) are valid and enforceable. If the limitations and/or exclusions on our liability in this agreement are not acceptable to the Client, the Client should not deal with Building Pieces.
4.7 This clause 4 shall survive termination of this Contract.
5.1 Building Pieces is the data controller in relation to the information (including personal data) (“Information”) the Client provides to Building Pieces.
5.2 The Client agrees that Building Pieces can:
5.2.1 rely on the Information to provide the Services and in all Building Pieces dealings with the Client; and
5.2.2 store and process the Information on its computers, databases and any other way
5.3 The Client agrees that Building Pieces can use, analyse, assess and deal with the Information as follows: -
5.3.1 to provide the Services;
5.3.2 to comply with applicable law including any regulatory system applicable to Building Pieces;
5.3.3 to operate and administer the Services supplied and recover amounts payable; and
5.3.4 for assessment and analysis (including statistical, product and marketing analysis) including to identify services which may interest the Client.
5.4 The Client agrees that Building Pieces can disclose the Information as follows: -
5.4.1 to Building Pieces service providers (including any data processors Building Pieces use or they may engage), agents or sub-contractors (including in connection with legal proceedings), on the understanding that they will keep the information confidential;
5.4.2 to any person with whom Building Pieces may deal in the course of providing the Services;
5.4.3 to anyone to whom Building Pieces transfers all or any of its rights and/or obligations in relation to the information provided; and
5.4.4 to any person to whom Building Pieces has a duty to disclose or to the extent that the law requires or permits Building Pieces to disclose (including any governmental regulatory or other relevant authority).
5.5 The Client has rights under the Data Protection Act 1998, for example to be informed of the type of personal data held and its uses.
5.6 Building Pieces will add the Information to its databases/store information manually for the purposes of informing the Client (whether by letter, telephone (including text messages), electronically by computer or otherwise) about its services which may be of interest to the Client. If the Client does not wish to receive this information, please contact Building Pieces.
6.1 Building Pieces is a limited liability company registered in England & Wales under number 07392080 and whose registered office is at Kemp House, 152/160 City Road, London EC1V 2DW. Telephone 020 7097 8981. Email firstname.lastname@example.org. If the Client has a complaint or requires information in respect of the Services, or the Client wishes to obtain a copy of the Building Pieces complaints procedure, the Client must contact Building Pieces as above.
6.2 Building Pieces shall not be liable for any failure to perform the Services or any delay in performing the Services to the extent that performance of the Services by Building Pieces is prevented or delayed by reason of any act, event, omission or accident beyond the reasonable control of Building Pieces (an ”Event Outside Our Control”) including: an act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, or machinery or equipment, failure or interruption of power supply or any electronic communication including internet service provider, transmission or information system, failure or delay of any third party in the performance of its obligations to Building Pieces, fire, flood, storm or default of suppliers or sub-contractors. Building Pieces will use reasonable endeavours to bring such Event Outside Our Control to an end and to perform the Services despite the existence of such Event Outside Our Control.
6.3 This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreement (whether oral or written) between the parties relating to the subject matter of this Contract. The parties agree that in entering into this Contract, they do not rely on, and have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as expressly set out in this Contract
6.4 The Client shall not assign or otherwise transfer all or any of its rights and/or liabilities under this Contract in whole or in part. Building Pieces may assign or transfer its rights and/or liabilities under this Contract to any person in whole or in part, provided that Building Pieces gives written notice to the Client of such assignment or transfer. Building Pieces can amend or replace this Contract in whole or in part by giving the Client at least 30 days written notice of the changes; if the Client notifies Building Pieces in writing that the Client objects to the changes then the changes will not be binding on the Client, but in that event Building Pieces reserves the right to terminate this Contract by 30 days written notice to the Client. If no notice of objection is received the Client will be deemed to have accepted the changes. Subject to the foregoing and the rights reserved elsewhere in this Contract for Building Pieces to make changes, no variation to this Contract is valid unless in writing and signed by both parties.
6.5 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
6.6 This Contract automatically terminates at the expiry of the 12 months term.
6.7 No provision of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party which exists or is available apart from under the Act.
6.8 This agreement shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Contract.
Building Pieces Ltd - March 2015 v.1.4