GENERAL TERMS AND CONDITIONS – NORTH EAST SNAGGING

Effective Date: 25th September 2020

  1. INITIAL PROVISIONS

1.1. The provisions of these General Terms and Conditions shall apply to all Agreements concluded between NORTH EAST SNAGGING Affiliate as defined in the respective Agreement (“NORTH EAST SNAGGING”) and whoever is using Services provided by NORTH EAST SNAGGING (“Customer”).

1.2. The General Terms and Conditions are published on the NORTH EAST SNAGGING website www.nesnagging.co.uk/

1.3. This version of the General Terms and Conditions is valid and effective from the GTC Effective Date and is applicable to any and all usage of NORTH EAST SNAGGING’s Services. This General Terms and Conditions completely replace any prior terms and conditions, including any previous version of the General Terms and Conditions, Terms of Platform, Terms of Use, Data Handling Policy and IP Terms.

  1. DEFINITIONS

2.1. In these General Terms and Conditions, unless the context requires otherwise, the words and expressions set out in this clause 2.1 shall have the meaning ascribed to them herein:

Account” means the account created and/or authorised for a Customer based on the Agreement in order to utilise the Services;

Affiliate(s)” means any person, corporation or other entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with Company. For purposes of this definition, “control” means with respect to: (a) with respect to a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof; and (b) with respect to any other entity, the power to direct the management of such entity.

Agreement” means an order form, reseller agreement, cooperation agreement or any other agreement concluded between NORTH EAST SNAGGING and the Customer based on which Services shall be provided by NORTH EAST SNAGGING to Customer; by concluding the Agreement, NORTH EAST SNAGGING and the Customer undertake to be bound by the General Terms and Conditions;

Cancellation Fee” means 25% of the Fee and the Deposit.

Business Day” means a business day on which banks are open in the country of NORTH EAST SNAGGING’s registration;

Confidential Information” means technical and non-technical information including patents, copyright, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software, source documents, and formulas related to the current, future and proposed services and services, research, experimental work, development, design details and specifications, engineering, and information marked “confidential” or “proprietary” or which the recipient knows or has reason to know that the information shall be deemed confidential; for the avoidance of doubt, this term does not include any information that the receiving party may demonstrate by its written records: (a) was known to it prior to its disclosure by the disclosing party; (b) is or has become known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorised to make such disclosure; (d) has  been independently developed by the receiving party; (e) has been approved for release with the written authorisation of the disclosing party; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt notice to enable the other party to seek a protective order or otherwise prevent such disclosure;

Customer Data” means the data of the clients of the Customer (and the respective Customer’s data, where relevant) to be provided by the Customer to NORTH EAST SNAGGING for the purpose of the provision of the Services;

Effective Date” means the date specified in the respective Agreement as the date from which the Services are provided by NORTH EAST SNAGGING to the Customer; in the absence of such date, the Services are provided from conclusion of the Agreement;

Event” means any user interaction with content processed, tracked or generated in connection with the Services, including but not limited to e-mail or SMS notifications, page views, transactions or data input;

Fees” means the Subscription Fees, fees for Setup, fees for On-demand Services, fees for emailing services, fees for SMS services, and any other types of fees that may be agreed in the Agreement;

General Terms and Conditions” means these General Terms and Conditions – NORTH EAST SNAGGING Platform which are also available on the relevant NORTH EAST SNAGGING’s website;

GTC Effective Date” means the date specified in the heading of these General Terms and Conditions;

“Guides” means user guides, cookbook, technical documentation and FAQs designed for some or all of the Services as may be provided to the Customer and/or published by NORTH EAST SNAGGING on https://docs.NORTH EAST SNAGGING.net;

Legislation” means all generally binding legal regulations of the country of registration of NORTH EAST SNAGGING, legal regulations of the United Kingdom, provided that such regulation directly and/or indirectly applies to the Parties’ legal relationships, the Services and/or trading with the Parties;

 “Parties” jointly refers to NORTH EAST SNAGGING and the Customer;

Service(s)” means Subscription Services, On-demand Services and any other service(s)provided based on any and all software services developed as a result of the activities of NORTH EAST SNAGGING and as published and provided by NORTH EAST SNAGGING;

Subscription Fee(s)” means fees for the usage of the Subscription Services as stipulated in the Agreement;

Subscription Services” means software as a service as specified in the respective Agreement that shall be provided by NORTH EAST SNAGGING to the Customer;

Territory” means the territory of the UK and European Economic Area, unless otherwise agreed in the Agreement; if Customer’s country of incorporation is the United States of America, Territory means the territory of the United States of America, unless otherwise agreed in the Agreement;

Usage Allowances” means any limitations that Services are or may be subject to, including, but not limited to, the maximum Event capacity, the number of users, campaign actions contacts, e-mails/SMS, IP addresses, scenarios, imports or any other limitations pursuant to the respective Agreement or Guides. If the Agreement does not stipulate the maximum Event capacity, a limitation of one hundred million Events shall apply.

  1. SERVICES, AVAILABILITY AND SUPPORT

3.1. Subscription Services. Subject to these General Terms and Conditions and in accordance with any Usage Allowances, NORTH EAST SNAGGING shall make the Subscription Services available to the Customer and provide the Customer (in addition to the Subscription Services) with other Services as stipulated in the Agreement. The Customer shall pay NORTH EAST SNAGGING the Fees set forth in the Agreement in line with the payment terms set out in clause 4 of these General Terms and Conditions. Customer shall use the Services in compliance with the Acceptable Use Policy available at https://NORTH EAST SNAGGING.net/terms-of-service/acceptable-use-policy.pdf. The Acceptable Use Policy shall form an integral part of these General Terms and Conditions.

3.2. Account. As part of the registration process, the Customer shall identify an administrative user name and password for the Customer’s Account with NORTH EAST SNAGGING.

3.4. Availability. NORTH EAST SNAGGING shall provide the Customer with the Subscription Services within the Territory. The Services shall be made available by NORTH EAST SNAGGING subject to any unavailability caused by circumstances beyond NORTH EAST SNAGGING’s reasonable control, including any force majeure events, any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within NORTH EAST SNAGGING’s possession or reasonable control, or denial of service attacks. The Customer acknowledges that availability of the Services depends on the Customer’s compliance with the Usage Allowances stipulated in the Agreement. Therefore, exceeding of the Usage Allowances may result in limitation or unavailability of the Services. The Subscription Services may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades or relocation. NORTH EAST SNAGGING shall undertake reasonable endeavours to notify the Customer of scheduled and unscheduled outages that are expected to take more than four (4) hours and that may affect the Subscription Services.

  1. PRICE AND PAYMENT

4.1 VAT is included {the VAT reg of the region will be on the invoice]

4.2 Unless the Customer has an agreed credit account with us for payment of the Services we must receive payment of the Deposit when the Order is placed.

4.3 The Customer shall pay the Fee and disbursements, detailed in this clause 4, agreed by us and the Customer by the Payment Date.

4.4 Where the Customer authorises us to take payment automatically for the Deposit and the Fee:

(a) The Deposit shall be taken on the date of the Order; and

(b) The Fee must be paid before the report is issued to the Customer.

4.5 Where payment is not made under the provisions of clause 4.4 payment should be made by bank transfer into our nominated bank account.​

4.6 Until such time as payment has been received in full and cleared we will not release the Report.

4.7 The Customer agrees to pay all our car-parking and congestion charges reasonably incurred in carrying out the Services, this will be added to the Customer’s invoice

4.8 Where the Customer’s payment method fails to process an administration fee of £30.00 will be payable within 14 days of notice from us.

4.9 If the Customer fails to make payment due to us by the Payment Date, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, interest will accrue each day at 4% a year above the Bank of England base rate from time to time, but at 4% a year for any period when the base rate if below 0%.

4.10 If the property is found to be larger than the booking states, the Customer agrees for us to amend the invoice accordingly.

4.11 The customer agrees that the cost of the Full Package option will be processed in full upon completion of the first inspection. The inspector will liaise with the customer to arrange subsequent inspection dates directly. Should the customer wish to opt out of the full package after the initial inspection, a cancellation fee will be due.

  1. 5CUSTOMER OBLIGATIONS

5.1 The Customer:

(a) Warrants that all the information they have supplied to us during the Order is true, accurate and complete;

(b) Will provide us, our employees, subcontractors or agents with access to the Property on the Inspection Date;

(c) must provide us with truthful information in the Order regarding the Property, the Customer will be obliged to pay the correct Fee according to the size of the Property; and​

(d) Co-operate with us in all matters relating Services.

5.2 If we are prevented or delayed from performing our obligations by an act or omission by the Customer or failure by the Customer to perform the Customer’s obligations contained in clause 5.1:

(a) We have the right to suspend performance of the services until such default has been rectified,

(b) We shall not be liable for any costs or losses sustained by the Customer as a result of a breach of the Customer’s obligations.

(c) The Customer shall reimburse us on demand for any costs or losses reasonably sustained or incurred buy us arising directly or indirectly from a breach of the Customer’s obligations.

5.3 The pricing of the service is based on number of bedrooms, to be indicative of the size of house entirety. Therefore any partitioned habitable rooms located above ground floor regardless of size or name (e.g. “den room”, “study / nursery” etc) according to the plans are to be classed at bedrooms.​ This is with the exception of a single living area being on the 1st floor, also bathrooms / en-suites are not habitable rooms so are excluded from this clause. The Customer agrees as per clause for us to amend the booking should the information be inaccurate (unless otherwise agreed in writing by us).

  1. REPORT

We will produce the Report with reasonable care and skill and it is provided to the Customer on the basis that they acknowledge and agree the following:

6.1 The information in the Report reflects that available to us on the date the report was produced we are unable to report on any additional issues which arise after the Inspection Date.​

6.2 The information contained in a Report can change on a regular basis and we cannot be responsible to the Customer for any change in information after the date upon which the Report was produced or for any inaccuracies or omissions..

6.3 The Report is produced only on the Property supplied in the Order.

6.4 The Customer agrees to keep the Report confidential disclosing its contents only to the Customer’s professional advisors, site managers and tradesmen.

6.5 We endeavour to arrive at the Property to carry out the Services between 08:00 and 10:00 on the Inspection Date unless we inform the Customer otherwise.​

6.6 The company is not Gas Safe nor Part P compliant because the checks carried out on the heating system and to electrical sockets are basic; the customer accepts that in no way are we to be held accountable for the type of checks a certified engineer would carry out.​

6.7 The customer furthermore understands that this is not a structural survey and we cannot be responsible to the Customer for any inaccuracies or omissions.

  1. DEPOSIT

7.1 The Deposit is payable by the Customer to us on the date of the Order. The Customer has a period of 24 hours following the booking to review these Terms and Conditions; after which the deposit is non-refundable. Should the Customer wish to cancel within 24 hours of booking, they should notify their intention clearly in an email and upon receipt the deposit will be refunded in full.

7.2 If on the Inspection Date ​we are unable to gain entry to the property / entry is refused / not in a suitable state for inspection (deemed too early to the extent we cannot fulfil our role properly) or we are otherwise asked to leave the premises:

(a) 50% of the Fee shall remain payable if we have spent less than three hours at the Property;

(b) 75% of the Fee shall remain payable if we have spent three hours or more at the Property but are unable to complete a full inspection.

 

8. INSPECTION DATE

8.1 Upon payment of the Deposit we will reserve the Inspection Date

8.2 Where the Customer wishes to change the Inspection Date and gives us less than 2 working days’ notice prior to the Inspection Date the Customer must pay an additional Deposit. ​

8.3 The Customer will forfeit the Deposit if the Customer cancels the Inspection Date within 2 working days prior to the inspection and must pay a Cancellation Fee.​

 

  1. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

  1. WARRANTIES FOR NORTH EAST SNAGGING SERVICES

Any Warranties for all Services performed by NORTH EAST SNAGGING will be stated in the applicable Contract and will apply only to the Contract in which they are contained.

All third party services distributed by NORTH EAST SNAGGING are delivered with the service provider’s limited warranty. The warranties for third party services that are not performed by NORTH EAST SNAGGING will be governed by the applicable policies and procedures of the service provider. NORTH EAST SNAGGING does not make any express or implied warranties for third party services.

  1. DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY

11.1 Except as stated herein, NORTH EAST SNAGGING hereby disclaims all warranties of any kind, express or implied, including any implied warranties subscription or Services. In no event shall NORTH EAST SNAGGING, its shareholders, directors, officers, employees or other representatives be liable for general, indirect, consequential, or punitive damages related to any service sold.

11.2 NORTH EAST SNAGGING’s liability for any damages relating to subscription or Services available through NORTH EAST SNAGGING are limited to the value of the amounts paid by Customer under the Contract for such subscription or Services over the last twelve calendar months preceding the incident giving rise to the damage. In no event will NORTH EAST SNAGGING be liable for any incidental, consequential, special, punitive or indirect damages of any kind, including damages resulting from delay, loss of profits, lost business opportunity, loss of content, interruption of business or loss of goodwill, which may arise in connection with or pertaining to these Terms or any Contract, even if such party has been notified of the possibility or likelihood of such damages occurring under any theory of law (including tort or other theory).

11.3 Customer agrees that any Contract or other document relating to the purchase of subscription or Services submitted to NORTH EAST SNAGGING that includes any warranty to Customer or that includes language that may create a liability for NORTH EAST SNAGGING, or conflicts with these Terms, is void and of no effect, unless it complies with the integration requirements stated.

  1. INTELLECTUAL PROPERTY RIGHTS

12.1 Nothing in these Terms provides Customer any right, title or interest in or to any intellectual property comprised in the licenses or the Services, which will at all times remain the property of NORTH EAST SNAGGING or of the Licensors, as applicable.

12.2 Customer acknowledges that the EULA/PT or similar agreement will outline all usage rights offered by the Licensor to Customer with respect to the subscription purchased.

12.3 Customer acknowledges that it is buying the subscription for its own internal use and not for resale.

  1. FORCE MAJEURE

NORTH EAST SNAGGING shall not be liable to Customer for any loss or damages which may be suffered by Customer as a direct or indirect result of the subscription and Services by NORTH EAST SNAGGING being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond NORTH EAST SNAGGING’s reasonable control including but not limited to acts of God, war, riot, strike, lock-out, fire, flood, and storm or any kind of pandemic.

  1. CONFIDENTIALITY

Subject to applicable law or regulation, the parties shall maintain the confidentiality of any Confidential Information and shall not, without the prior written consent of the disclosing party (“Discloser”), disclose such confidential information to any third party (excluding affiliates). “Confidential Information” means any information that is designated as “Confidential” by the Discloser or that the receiving party (“Recipient”) should reasonably believe to be confidential given the circumstances. Confidential information excludes any information that: (i) is known by the Recipient prior to disclosure; (ii) becomes publically available through no fault of the Recipient; (iii) is disclosed to Recipient by a third party with the legal right to make such disclosure; or (iv) is independently developed by Recipient without use or reference to the Discloser’s Confidential Information.

  1. JURISDICTION AND GOVERNING LAW

In case of any controversy or dispute, NORTH EAST SNAGGING, Customer and/or the Affiliates shall discuss the matter in controversy or dispute and make a diligent effort to find an amicable solution. If the dispute is not resolved by finding an amicable solution, all disputes arising out of or in connection with these Terms or their validity will be finally resolved by the courts of United Kingdom in which the offices of the NORTH EAST SNAGGING Affiliate entering into the Contract are located. The United Nations Convention on the International Sales of Goods will not apply to these Terms or any Contract.

  1. GENERAL

16.1 The invalidity or unenforceability of any provision of these Terms will not adversely affect the validity or enforceability of the remaining provisions.

16.2 All notices and other communications required or permitted to be served or given shall be in writing.

16.3 The failure of NORTH EAST SNAGGING to enforce the terms of these Terms does not constitute a waiver of it and will in no way affect the right to later enforce such terms.

16.4 Any heading, caption, or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.

16.5 These Terms may be executed in any number of counterparts, which taken together will represent a single document. Digital, facsimile, and other electronic signatures will be deemed to be originals and will be enforceable between the parties.

16.6 These Terms together with the Contracts, represent the entire agreement between the parties regarding the subject matter hereof, and supersede all other agreements and understandings.

  1. TERMINATION

17.1 Without affecting any other right or remedy available to it either party may terminate the Contract by giving the other party written notice to the other party if:

(a) the other party commits a material breach of any term of the contract and fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business.

17.2 Without affecting any other right or remedy we may terminate or suspend the supply of the Services under the Contract with immediate effect giving written notice to the Customer if the Customer fails to pay any amount due under the contract on the Payment Date.

17.3 On termination of the Contract the Customer shall immediately pay to us all outstanding sums due.

17.4 Termination of the Contract shall not affect any rights, remedies, obligation or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the contract which existed at or before the date of the termination.

17.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after terminate of the contract shall remain in full force and effect.

  1. ACKNOWLEDGEMENT AND CONSENT

“IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, OR DO NOT UNDERSTAND OUR TERMS AND CONDITIONS, OR ARE UNSURE WHETHER YOU FULFILL THE REQUIREMENTS OF OUR TERMS AND CONDITIONS, DO NOT USE OUR SERVICE.”I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY AND HAPPINESS PLEDGE, AND AGREE THAT MY USE OF THE NORTH EAST SNAGGING PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.