Terms & Conditions Version 1
We are Projectbook Limited ("Projectbook") an online resource connecting tradesmen and consultants working in the heritage/conservation sector with homeowners, managers and organisations owning or with an interest in pre-1919 buildings, landmarks or other property.
These terms and conditions ("the Agreement") apply to the vetting of businesses who wish to be registered on Projectbook's register of vetted businesses, which will be available through our Website. Your attention is drawn in particular to the exclusions of Projectbook's liability at clause 13 below.
This Agreement should be read in conjunction with Projectbook's Code of Practice, which can be read at the following link: [hyperlink].
If you request that Projectbook should vet you or your organisation for inclusion on Projectbook's Website, you agree to the following terms and conditions (and any amendments thereto which may be displayed on the Website from time to time):
In this Agreement, the following expressions shall have the following meanings:
- 1.1 "Appeal" shall have the meaning set out in clause 3;
- 1.2 "Application" means an application to become a Registered Business made by a Business in accordance with the procedure and on the prescribed form set out on the Website;
- 1.3 "Appointment Date" means the date on which the Business is notified by Projectbook that its Application or Appeal has been successful;
- 1.4 "Business" means a supplier of restoration, renovation or other building or consultancy services to the pre-1919 heritage sector;
- 1.5 "Code of Practice" means the current version from time to time of Projectbook's Code of Practice which explains how it vets Businesses, a copy of which is available from Projectbook and can be read at the link first appearing above;
- 1.6 "Customer" means a third party visitor to the Website or a third party who engages Registered Business to carry out work as a result of seeing the Registered Business's details on the Website;
- 1.7 "Intellectual Property Rights" means any invention, improvement, patent, patent application, design, design right (registered or unregistered), process, information, know-how, copyright work (including without limitation rights in and to software design, algorithms, code, scripts or other computer software), rights in databases, domain name, trade mark, trade name or get-up (whether registered or not) or application to register any such right and any other intellectual property right of any nature whatsoever in any part of the world;
- 1.8 "Job Board" means the section of the Website dedicated to the display of Businesses's CV's , advertised jobs or other project requirements.
- 1.9 "Products" mans any products approved by Projectbook as being appropriate for inclusion on the Product Directory generally being (but not limited to) products relevant to the renovation or restoration of pre-1919 buildings or landmarks;
- 1.10 "Product Directory" means the directory of Products contained on the Website;
- 1.11 "Referee" means any third party who provides a reference to Projectbook in respect of a Business, whether directly or indirectly;
- 1.12 "Registered Business" means a Business which, in the opinion of Projectbook, meets the requirements as set out in the Code of Practice to be listed on the Website;
- 1.13 "Registrar" means the individual appointed by Projectbook from time to time to oversee the process of vetting and approving Businesses, and who has overall responsibility for maintaining Projectbook's register of Registered Businesses; and
- 1.14 "Website" means Projectbook's publicly available website at www.projectbook.co.uk or such other address as Projectbook may use from time to time.
- 1.15 Except where the context otherwise requires words denoting the singular shall include the plural and vice versa.
2. VETTING OF APPLICANTS
- 2.1 If a Business wishes to become a Registered Business, it shall submit an online Application to Projectbook through the medium of this Website.
- 2.2 Projectbook shall vet the Business's Application in accordance with the procedures set out on the Website.
- 2.3 Projectbook shall be entitled, at its absolute and sole discretion to approve or reject any Business on the basis of the Business's Application, any references obtained regarding the Business or any other information relating to the Business known by, or available to, Projectbook or to apply such criteria for membership as it deems fit. The Business shall have no right of action, recourse or claim against Projectbook or any referee for any losses, costs or damages incurred (whether to business opportunities, reputation or otherwise) as a result of any decision taken by Projectbook in this regard.
- 2.4 Projectbook shall notify the Business of whether the Business's Application has been approved or rejected by Projectbook.
- 2.5 A Business whose Application is approved shall be a Registered Business from the Appointment Date until such time as the Business is notified that it is no longer a Registered Business.
3.1 Any Business who has been rejected shall be entitled to appeal against the decision of Projectbook ("Appeal"). Any Appeal must be:
- 3.1.1 submitted to the Registrar in writing; and
- 3.1.2 clearly state and detail the reason(s) for the Appeal.
- 3.2 Projectbook shall vet the Business's Application in accordance with the procedures set out on the Website.
- 3.3 The Registrar's decision shall be final and the Business shall have no further right of appeal.
4. BUSINESS' OBLIGATIONS
4.1 The Business shall:
- 4.1.1 ensure that at all times the information which Projectbook holds about the Business is correct, accurate and fully up-to-date including any URL or web address;
- 4.1.2 notwithstanding the obligation in 4.1.1, submit up-to-date information about the Business within 30 days of each anniversary of the Appointment Date;
- 4.1.3 use its best endeavours to ensure that all services provided to Customers are provided at the highest professional standards provided in the industry in question;
- 4.1.4 promptly notify Projectbook of details of any complaints received by the Business from Customers;
- 4.1.5 comply at all times with the Code of Practice (breach of which will be considered, at Projectbook's discretion, a material ground for termination by Projectbook pursuant to clause 14.2.1below);
- 4.1.6 place a prominent link on any web site maintained by the Business to the Website in a form approved in advance by Projectbook;
- 4.1.7 not by its act or omission do anything which shall or may adversely affect the reputation or name of Projectbook, its Website or any of its activities.
5. PROJECTBOOK OBLIGATIONS
5.1 Projectbook shall:
- 5.1.1 place the name and contact details of the Registered Business on its register of Registered Businesses which Projectbook shall make available to view on the Website;
- 5.1.2 place on the Website up to two references received from independent professionally qualified referees nominated by the Business, on either an anonymous basis or with full details of the referee included at the discretion of the referee;
- 5.1.3 where agreed between the parties, make any appropriate information which the Registered Business has provided to Projectbook available on a web page about the Registered Business which can be accessed as part of the Website;
- 5.1.4 amend any details held by it relating to the Registered Business within 7 working days of receipt of notice of the new details from the Registered Business;
- 5.1.5 provide a search facility on the Website to allow a Customer to locate the Registered Business's details by searching using appropriate keywords;
- 5.1.6 at Projectbook's sole discretion provide a hypertext link from the Website to the Registered Business's website; and
- 5.1.7 regularly audit the Application and Appeal process to ensure that the procedures set out on the Website are being accurately and impartially implemented.
- 6.1 In consideration of the Business being evaluated for appointment as a Registered Business, the Registered Business shall pay Projectbook the appropriate fee as notified to the Business by Projectbook upon signing this Agreement, or as otherwise amended or displayed on the Website by Projectbook from time to time ("the Fee"), immediately upon submitting its Application to Projectbook ("Application Date"). The Business shall thereafter pay the Fee on a further annual basis on each anniversary after the acceptance by Projectbook of its Application, unless notice has been given to Projectbook at least 30 clear days prior to such anniversary of its intention to terminate this Agreement pursuant to clause 14.1.2 below. Projectbook reserves the right to change the Fee or the terms for payment under this clause 6, at any time through display of such change on its Website or through direction notification to the Business concerned.
- 6.2 A Registered Business is not required to make any commission payment to Projectbook in respect of work carried out as a result of that Registered Business's listing on the Website.
- 6.3 Projectbook shall invoice the Registered Business for the Fees under this Agreement when such Fees fall due. If the Business's Application for listing on the Register is not successful, the Business shall receive a full refund of any Fees paid within 14 days of a decision by Projectbook not to approve the Application or, in the event of an Appeal, within 14 days of an Appeal decision.
6.4 If the Business does not pay any sums due under this Agreement within 30 days of the date of the relevant invoice, Projectbook reserves the right to:
- 6.4.1 charge interest at a daily rate on all sums outstanding until payment in full is received whether before or after judgment at a rate of 3% above the base lending rate of HSBC Bank plc from time to time;
- 6.4.2 claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
- 6.4.3 suspend the inclusion of the details of the Registered Business on the Website until all outstanding sums are paid in full. Any additional costs arising from such suspension shall be paid by the Business.
- 6.5 All Fees stated in this Agreement are exclusive of any VAT payable thereon.
- 7.1 Projectbook agrees to pay £20.00 to the Business for every other business, contractor or other organisation recommended by it to Projectbook online or in writing as part of its Application process, or any business, contractor or organisation recommended to Projectbook in writing or by email thereafter, which has not previously been recommended to Projectbook and which ultimately signs up to Projectbook and pays in full the Fee for at least one years's full membership.
- 7.2 Projectbook reserves the right to withdraw the incentive scheme for recommendations at 7.1 above at any time without notice.
- 7.3 Projectbook's decision as to whether a recommendation made pursuant to clause 7.1 above qualifies for a £20.00 payment shall be final and there shall be no right of appeal or recourse for the Business concerned.
- 7.4 The Business agrees to make every recommendation pursuant to clause 7.1 above in good faith, based upon its best knowledge, judgement and ability.
8. CONTENT AND AVAILABILITY OF THE WEBSITE
- 8.1 Projectbook shall have the right at its absolute discretion to refrain from posting material, information or data provided by the Registered Business on the Website if it considers such material, information or data to be unsuitable.
- 8.2 Projectbook shall have the right to review the status of the Registered Business and its operations at any time to ensure the Business meets the standards required by Projectbook of Registered Businesses (including but not limited to those contained in the Code of Practice or any other industry standards).
- 8.3 Projectbook may remove the Registered Business from the Website at any time if it is has reason to suspect that the Business does not fulfil the requirements set out in the Code of Practice for Registered Businesses or at Projectbook's discretion does not comply with any other industry standards, or if Projectbook receives a complaint or complaints from any Customers regarding a Registered Business.
- 8.4 Projectbook does not guarantee to provide and maintain the Website continuously and without interruptions and faults and may also temporarily suspend availability of the Website in order to upgrade, repair or maintain any aspects of the technological infrastructure relating to the Website. Projectbook shall use its reasonable endeavours to carry out any such repair or maintenance work with minimum disruption to the availability of the Website to Customers.
- 8.5 Projectbook does not warrant, represent or guarantee that any orders or business will result from the Registered Business's name and details being included in Projectbook's register of Registered Businesses or otherwise on the Website.
9. USE OF MY PROJECTBOOK AND JOB BOARD
9.1 Notwithstanding the contents of clause 8 above (or any other term of this Agreement) the Business agrees:
- 9.1.1 to use the user interface "My Projectbook" and the Job Board only for the purposes for which they are intended and not to upload any material, make any amendments or send any emails which may, at Projectbook's sole discretion, be considered unsuitable, defamatory, insulting, obscene, offensive or misleading;
- 9.1.2 to keep any password of username provided for use with My Projectbook or the Job Board confidential at all times and not to disclose the foregoing to any third parties without the prior consent of Projectbook; and
- 9.1.3 to act in good faith at all times when using My Projectbook and the Job Board.
- 9.2 Projectbook reserves the right at any time to remove any content uploaded to My Projectbook or the Job Board or amendments made to content already on My Projectbook or the Job Board, or to remove access to My Projectbook or the Job Board for any Business (including the blocking of its username and password), or to limit or terminate fully access to My Projectbook, without any right of appeal or recourse for any Business concerned.
- 9.3 Projectbook makes no warranty or guarantee of the accuracy of CV's uploaded to the Job Board or the suitability for any purpose of persons included on the Job Board, and the Business relies upon the contents of the Job Board including CV's entirely at its own risk.
- 9.4 The inclusion of the Job Board on the Website is not intended to create or imply any status of Projectbook as a recruitment agent and Projectbook does not hold itself out as such.
- 9.5 The Business agrees to indemnify Projectbook in full against any and all losses, costs or other liabilities arising from any breach by the Business of any of the provisions of this clause 9.
10. PRODUCT DIRECTORY
- 10.1 The Business may apply to Projectbook to include Products on the Product Directory and Projectbook may decide at its sole discretion whether or not to include Products on the Product Directory.
- 10.2 In the event that Projectbook deems a Product suitable for inclusion on the Product Directory but is in disagreement over the price for the Product as specified by the Business, the parties shall endeavour to agree an appropriate price. In the event that the parties are unable to agree an appropriate price, Projectbook shall retain sole discretion over whether or not to still include the Product on the Product Directory at the specified price and the Business shall have no right of appeal or recourse over any such final decision.
- 10.3 Projectbook reserves the right to remove a Product from the Product Directory at any time and for any reason without notice to the Business.
- 10.4 Projectbook makes no warranty or guarantee of sales of Products included on the Product Directory and shall bear no liability for any loss suffered by the Business, whether loss of expected business opportunity or otherwise, through inclusion of a Product on the Product Directory.
- 10.5 The Business warrants and guarantees that it has full legal right to sell the Products on the Product Directory, that it owns full legal title to the Products, and that it is not in breach of any law, regulatory requirement or any third party rights, including intellectual property rights, by the advertisement or sale of the Products on the Product Directory. The Business agrees to indemnify Projectbook in full against any and all loss, claims, expenses, costs or other liabilities arising or suffered by Projectbook as a result of a breach by the Business of this clause 10.5 or arising or suffered by Projectbook for any other reason as a result of the inclusion of the Products on the Product Directory.
- 10.6 Projectbook makes no warranty or guarantee that any Products sold on the Product Directory will be of satisfactory quality, reliable or fit for purpose, or that they will be readily available or delivered to the buyer on time and the Business accepts that if it decides to purchase any Products through or from the Products Directory, it does so entirely at its own risk and solely upon the terms of business of the Business on the Product Directory named as the seller of the Products. All orders for Products included on the Product Directory shall be placed solely and directly with the Business responsible for selling the Product and upon the terms of business of the Business concerned.
- 10.7 The Business accepts that the Product Directory is intended solely as a means to allow Businesses to advertise their Products to other Businesses, that Products sold on the Product Directory are not in any way screened or assessed for suitability by Projectbook and Projectbook hereby excludes all liability whatsoever to the extent permitted by law for any loss whatsoever arising as a result of the sale of Products on the Product Directory. The Business accepts that any right of action arising from the sale or purchase of Products from the Product Directory for any reason whatsoever shall lie solely against the seller of the Products named on the Product Directory and not against Projectbook.
- 10.8 To the extent necessary and notwithstanding the above, Projectbook hereby excludes any and all other representations or warranties with respect to the Products, whether implied by law or otherwise, including but not limited to warranties with respect to the fitness for purpose, reliability or quality or otherwise of the Products.
- 10.9 The inclusion of Products on the Product Directory is not intended to create any relationship of agency or partnership between Projectbook or any Business, notwithstanding the terms of this Agreement and Projectbook does not hold itself out as being associated in any way with any Products being sold on the Product Directory.
- 10.10 Projectbook reserves the right to change the terms of inclusion or impose further terms of inclusion of any Products on the Product Directory at any time upon notice to the Business concerned, whether being terms of payment, charging of commission or otherwise.
11. INTELLECTUAL PROPERTY RIGHTS
- 11.1 The Registered Business grants to Projectbook a royalty free, non-exclusive licence for the duration of this Agreement to use the name, any trade marks (whether registered or unregistered) and any other business name and/or logo belonging to the Registered Business on the Website and to display all material uploaded to the Website or provided to Projectbook for inclusion on the Website, including articles (whether in written or audio form) and otherwise to enable Projectbook to fulfil its obligations under this Agreement.
- 11.2 The Business may only state on its web site or marketing material that the Business is a Registered Business with the prior written approval of Projectbook.
- 11.3 The Business agrees and acknowledges that Projectbook is the owner of and shall continue to be the owner of all Intellectual Property Rights, including without limitation copyright, in and to the Website, My Projectbook user interface, Code of Practice and any database rights relating to the register of Registered Businesses together with any goodwill built up or developed in the name "Projectbook" or in any of the foregoing.
12.1 The Business warrants, represents and undertakes that:
- 12.1.1 it has disclosed to Projectbook in full all material information regarding its business in its Application or otherwise and that the information and details contained in the Business's Application and any other information about the Business supplied to Projectbook are at all times true, accurate and fully up-to-date;
- 12.1.2 in the event that a hypertext link is provided from the Website to the Business's website, the Business's website is and shall not at any time be offensive, abusive, defamatory, menacing, obscene, or indecent and the contents of it do not violate, breach or infringe the rights of any person anywhere in the world (including without limitation any Intellectual Property Rights) and the display, transmission or use of the contents of the Website on the internet is not otherwise unlawful; and
- 12.1.3 it is the owner of or is fully entitled to use the Intellectual Property Rights in any materials or information uploaded or submitted by it to the Website, including but not limited to the My Projectbook user interface or articles submitted to Projectbook (whether written or audio) and the Business shall indemnify Projectbook against any and all costs, claims or other liabilities which may be incurred by Projectbook as a result of any claim by a third party that the inclusion of such materials or information on the Website infringes their Intellectual Property Rights.
- 12.2 Except as set out in this Agreement, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of any services to be provided by Projectbook under this Agreement are hereby excluded to the fullest extent permitted by law.
13. LIMITATIONS ON LIABILITY, DISCLAIMER AND INDEMNITY
13.1 Notwithstanding any other limitations on liability or indemnities contained in this Agreement, Projectbook shall not be liable for (and hereby expressly excludes all liability for) any losses, damage, claims, costs, expenses or other liabilities whatsoever suffered or incurred by the Business or its Customers or any third party (including but not limited to any direct, consequential or indirect loss or loss of profits, revenue, business opportunity or other economic loss) as a result of:
- 13.1.1 the Business's Application being rejected under Clauses 2.4 and/or 3.2;
- 13.1.2 any work or other business opportunity obtained or not obtained via the Website or through Projectbook;
- 13.1.3 any of the events arising as described in Clause 14.2.2 of this Agreement as if they applied to Projectbook; or
- 13.1.4 the reliance by the Business or any of its Customers on any of the information contained on this Website, including but not limited to information concerning or uploaded by other Businesses, emails or other information exchanged or sent using the My Projectbook user interface, or job-listings, articles, CV's or other information included on the Website by third parties.
- 13.2 Whilst every effort is made to verify statements and information provided by or concerning other Businesses, Projectbook makes no warranty or guarantee as to the reliability, fitness for purpose of adequacy or quality of other Businesses or Products and the Business accepts that it relies upon all information contained in the Website, whether included by Projectbook, other Businesses, Referees or other third parties, entirely at its own risk and shall have no claim or other right of action against Projectbook in respect of any of the foregoing.
- 13.3 To the extent applicable, Projectbook hereby excludes all representations, warranties, conditions or other terms whether implied by law or otherwise, with respect to any of the above, although nothing in this Agreement shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to this Agreement or in other circumstances where liability may not be so limited under any applicable law.
- 13.4 Notwithstanding the above and to the extent still applicable, any liability of Projectbook whatsoever with respect to any claim arising in respect of its acts or omissions under this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the Fee payable to Projectbook in respect of two year's inclusion of a Registered Business on the Website based on the current Fee at the time of calculation. For the purpose of this clause 13.4, any number of acts or omissions whether successive or concurrent which together result in or contribute to substantially the same loss or damage shall be treated as one act or omission.
- 13.5 Notwithstanding the indemnities contained at 10.5 and 12.1 above, the Business indemnifies and shall keep indemnified Projectbook from and against all costs, actions, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses, interest, penalties and reasonable legal and other professional costs and expenses) arising out of or in connection with any breach by the Business of its warranties under clause 12.1 above.
14. TERM AND TERMINATION
14.1 This Agreement shall commence on the date on which the Business's Application is submitted to Projectbook and shall continue until:
- 14.1.1 14 days after the Business's Application is rejected if the Business does not Appeal, or 14 days after any Appeal is rejected;
- 14.1.2 terminated by either party giving 30 days prior written notice to the other party of the party's intention to terminate this Agreement; or
- 14.1.3 terminated in accordance with Clause 14.2 below.
14.2 Projectbook shall have the right, without prejudice to any other right or remedy it may have, to terminate this Agreement immediately by giving written notice to the Business if the Business:
- 14.2.1 is in material or persistent breach of any of the provisions under this Agreement and either that breach is incapable of remedy or the other shall have failed to remedy that breach within the 30 days after being given notice by the first party to do so; or
- 14.2.2 is unable to pay its debts; or becomes insolvent; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any compensation or arrangement with its creditors generally; or ceases or threatens to cease business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
14.3 Upon termination of this Agreement for any reason:
- 14.3.1 the provisions of Clauses 1, 12, 13, 14.3 and 15 shall continue in force;
- 14.3.2 all amounts then owed by the Business to Projectbook shall immediately become due and payable;
- 14.3.3 the Business shall not be entitled to a refund of any Fees paid to Projectbook under this Agreement;
- 14.3.4 subject as provided under this Clause 14, and except in respect of accrued rights, neither party shall be under any further obligation to the other.
- 15.1 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have come to its knowledge other than as set out in this Agreement or with the consent of the other party and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
- 15.2 In the event of any conflict between the provisions of this Agreement and the provisions of the Code of Practice, this Agreement shall prevail.
- 15.3 Nothing in this Agreement is intended to create a relationship of agency or partnership between the parties.
- 15.4 The failure or delay of a party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
- 15.5 This Agreement shall be binding on and enure to the benefit of the parties and their successors and assigns and no party may assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of the other party.
- 15.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and nothing in this Agreement shall confer or purport to confer on or operate to give any third party any benefit or any right to enforce any term of this Agreement other than as set out in clause 2.3 above in favour of third party referees.
- 15.7 This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it. The Business confirms and acknowledges that it has not been induced to enter into this Agreement by any representation, warranty, or undertaking not expressly incorporated into it. However, nothing in this Agreement purports to exclude liability for any fraudulent misrepresentation.
- 15.8 No amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
- 15.9 If any provision of this Agreement shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Agreement and tendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.
- 15.10 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, The assumption of any obligation or liability and the exercise of any right or power).
- 15.11 Without limiting the generality of clause 15.10, the Business shall not make any reference to Projectbook or this Agreement in any contract with a Customer, and shall not in any way, imply that Projectbook is responsible for performing or guaranteeing the quality or performance of any obligations of the Business.
- 15.12 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the courts of England.
- 15.13 Any notice to be given under this Agreement shall be in writing and shall be delivered by hand, sent by first class post or sent by facsimile (such notice to be confirmed by letter posted within 12 hours) to the address of the other party as notified to that party or sent by e-mail to the email address of the other party (or such other address or email address as may have been notified). Any such notice or other document shall be deemed to have been served: (a) if delivered by hand - at the time of delivery; (b) if sent by post - upon the expiration of 48 hours after posting; and (c) if sent by facsimile or by e-mail - at 9.00 am on the next business day after the facsimile or email was dispatched.