SEVENOAKS PLANS – TERMS OF BUSINESS FOR THE SUPPLY OF SERVICES TO CONSUMERS
These are the Terms and Conditions on which we supply services to you which, together with the content of the Letter of Engagement and any applicable Statement of Works, comprise the terms of the contract between us.
Please read these terms carefully when you submit your countersigned Letter of Engagement to us as they will be binding on you. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem, and other important information. If you think that there is a mistake in these terms or you require any changes, please contact us to discuss.
AGREEMENT BETWEEN
SEVENOAKS PLANS
a company registered in England and Wales whose registered company number is 06597604 and registered office is 114 St Johns Hill, Sevenoaks, Kent, TN13 3QD (Sevenoaks Plans) which can be contacted by telephone on 01732 240140
or by email admin@sevenoaksplans.com or by post addressed to the above address.
and
The customer addressed, named, and identified in the Letter of Engagement (you) whom shall be contacted using the information provided in the Letter of Engagement. If this changes, you must notify Sevenoaks Plans as soon as practicable. We have assigned a client number to your order to be found in the Letter of Engagement. It will help us if you can tell us the client number whenever you contact us.
BACKGROUND
1. Sevenoaks Plans provides high-quality professional services as an architect and project manager in dealing with design, planning, and buildings regulations aspects of construction projects and associated project management; and
2. you desire to obtain such services from Sevenoaks Plans pursuant to the terms and conditions set forth in this Agreement.
IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION AND DEFINITIONS
1.1. The following terms, when used in this Agreement, shall have the following meanings:
Agreement - means the Agreement between you and Sevenoaks Plans for the supply of services in accordance with these terms and conditions (Terms and Conditions) and the provisions of the relevant and applicable Letter of Engagement that is incorporated by reference herein;
- Amendment – means a requirement for change caused by a planning, buildings control or other regulatory body or a request by you for proposed changes to the scope of the Services, the drawings, the plans or the applications requested by you using sufficient detail to describe to Sevenoaks Plans the exact nature of the changes requested;
- Business Day - a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
- Force Majeure Event - means an event beyond the reasonable control of Sevenoaks Plans including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of either Party or any other third party), failure of a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any applicable law or regulation, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default or embargo of suppliers or sub-contractors; that is unpredictable and unavoidable by reasonable maintenance”
- Intellectual Property Rights - means copyrights, moral rights, patents, supplementary protection certificates, trademarks, trade names, service marks, design rights, database rights, topography rights, rights in computer software including source code, rights in goodwill, rights in undisclosed or confidential information (such as Know-How, trade secrets and inventions (whether patentable or not)), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world;
- Letter of Engagement - means the letter setting out the particular terms of engagement including the scope of works of the Services as agreed between the Parties which letter is hereby incorporated by reference into the terms of this Agreement;
- Materials - any and all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets, and any other materials provided in connection with the Project and all updates, amendments, additions, and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Project;
- Project – shall mean the specific development project as set out in the Letter of Engagement;
- Services – shall mean the services as requested by you pursuant to the Letter of Engagement;
- Site - means the address or addresses, if more than one is agreed by Sevenoaks Plans, as set out in the Letter of Engagement, which is the subject of the Services;
1.2. In this Agreement the following rules of interpretation apply:
1.2.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2. Any phrase introduced by the terms, including in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3. A reference in these terms to writing or written includes fax and e-mail.
1.2.4. Sevenoaks Plans and you are together referred to as "the Parties" and individually as a "Party" and a reference to a Party includes its representatives, successors or permitted assigns.
1.2.5. A 'person' includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.6. Any words in the singular include the plural and vice versa.
1.2.7. Any words denoting the masculine shall include the feminine or neuter and vice versa.
1.2.8. All definitions, notes, and supplementary terms and conditions referred to in these terms form part of the Agreement as if they were expressly set out in it.
1.2.9. The clause headings are for reference only and do not affect the construction or enforceability of this Agreement.
2. BASIS OF AGREEMENT
2.1. The Letter of Engagement constitutes an acceptance by Sevenoaks Plans of your offer to purchase the Services in accordance with these Terms and Conditions, which when we commence provision of Services to you creates the Contract between us. The Letter of Engagement is attached to this Agreement and shall be incorporated herein by reference.
2.2. The Letter of Engagement shall only be deemed to be accepted when signed by both Parties at which point and on which date the contract applicable to that Letter of Engagement shall come into existence, which contract is made up of the following:
(a) The accepted Letter of Engagement.
(b) The Terms and Conditions.
2.3. If there is any conflict or ambiguity, the terms of the accepted Letter of Engagement shall have priority over the Terms and Conditions.
3. SERVICES
3.1. Sevenoaks Plans shall:
3.1.1. perform the Services with reasonable care and skill;
3.1.2. provide the Services in a timely and efficient manner and to a professional standard;
3.1.3. use reasonable endeavours to perform and supply the Services in accordance with the applicable Letter of Engagement and Service description;
3.1.4. provide the personal computing and design facilities necessary to perform its obligations under this Agreement;
3.1.5. notify you as far as reasonably possible in advance of any periods during which its personnel are or will be unable to provide the Services due to holiday, sickness, or other commitments;
3.1.6. provide you with necessary instructions, materials, and feedback information as appropriate to enable you to perform your obligations as set forth in the Agreement.
4. AMENDMENTS
4.1. Amendment to the scope of works, the drawings, the plans, or the applications shall be agreed between the Parties in writing (‘Amendment’) either:
4.1.1. as reasonably requested by you. If you wish to make a change to the services, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Services, their timing, or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change; or
4.1.2. when rendered necessary, in Sevenoaks Plans’ absolute discretion:
(i) after the Site visit or as becomes apparent during surveys (for example where an additional topographic level survey is required to answer questions concerning boundaries or levels); or
(ii) to acquire or maintain all required third-party authorisations, licences, consents, or approvals, including for planning and buildings regulations necessary for all or any part of the Project.
4.2. In case of any such Amendment, Sevenoaks Plans shall be entitled to reasonably revise its Charges for the Services, taking into account the cost of additional time and materials, provided always that no revision of Charges shall be made in respect of Amendments that in Sevenoaks Plans’ absolute discretion are deemed insubstantial and not excessive.
4.3. Only items listed on the quotation are included in the quotation, other services have additional costs. Additional site visits after the quoted number will have additional costs.
4.4. Each project entitles the client to 3 revisions of the first draft of the initial plans. After 3 revisions or a submission to the LPA any further revisions would incur costs on an hourly rate of £150 plus VAT (effective from 1 November 2022).
4.5. A revision is defined as a change to the scheme, such as repositioning of a kitchen and designing an alternative layout. Minor changes, such as moving a door and a window do also count as revisions.
4.6. However revisions are classed as 1 revision if done together in a singular design session. For example, should you wish to make several changes this would be classed as 1 revision as long as they were communicated to us at the same time, this can be done on either, video call, email, or phone. All changes must be confirmed via email.
4.7. Any changes requested by external consultants during the design process, which are included in the original fee, do not count towards the 3 revisions allowance.
4.8. Additional drawings required by an Amendment or additional copies requested by you shall be supplied subject to an additional cost which, at the date of this Agreement, is £5 per A1 paper copy.
5. CLIENT OBLIGATIONS
To enable Sevenoaks Plans to perform its obligations you shall:
5.1. co-operate with Sevenoaks Plans in all matters relating to carrying out detailed Site survey(s) and to performing and completing the Services;
5.2. prepare the site and keep it safe, secure, and clear of all obstructions for Sevenoaks Plans to carry out some part or all of the Services. Sevenoaks Plans shall not be held responsible for damage or soiling caused to your property where this has been left exposed or for damage to or loss of such property caused by water, rain, snow, wind, or other environmental or weather event during the period of provision of the Services;
5.3 allow Sevenoaks Plans free, clear, full, and safe access to all parts of the Site during normal working hours for completion of any necessary surveys and to enable deliveries of materials, plant, equipment, tools, and machinery. For the avoidance of doubt, any apparent boundary measurements taken by Sevenoaks Plans at the time of a survey are subject to clear access. Any obstacles including but not limited to structures, trees, or shrubs may prevent accurate dimensions being taken and may affect the building layout. Sevenoaks Plans cannot be held responsible for any inaccuracy or defect arising from matters beyond its reasonable control including but not limited to such obstacles; where Sevenoaks Plans has taken all reasonable steps to advise you at the time of measurement where such obstacles prevent accurate measurement;”
5.4. provide to Sevenoaks Plans information we reasonably require of you to perform our obligations under this Agreement. If you do not, within a reasonable time of us asking for it, provide us with this information, or you provide us with incomplete or incorrect information, we may either end the Agreement (see Clause 11) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. Sevenoaks Plans will not be responsible for providing the Services late or not providing any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it;
5.5. ensure a safe and adequate supply of necessary services, power supplies, connections, and utilities at the Site; and
5.6. keep and maintain all materials, plant, equipment, tools and machinery and other property of Sevenoaks Plans at the Site in safe custody at Sevenoaks Plans own risk and subject to Sevenoaks taking appropriate care to placing such items in safe custody with You
5.7. You shall:
5.7.1. co-operate with Sevenoaks Plans in all matters relating to provision of the Services; and
5.7.2. follow Sevenoaks Plans’ reasonable instructions relating to the Services;
5.8. You acknowledge and agree that Sevenoaks Plans’ provision of the Services is dependent and conditional upon you meeting your obligations in this clause 5.
5.9. You shall not use or access or allow use or access to any Material in connection with the carrying out of any fraudulent, criminal, or any other improper or illegal activity.
5.10. Sevenoaks Plans shall not be responsible for any delay in performance or failure to meet its obligations under this Agreement that is caused, directly or indirectly, by an event outside its control including:
5.10.1. utility or service failures;
5.10.2. Your failure to allow Sevenoaks Plans access to such of your premises as may be required to perform or meet Sevenoaks Plans’ obligations;
5.10.3. Your failure to co-operate with Sevenoaks Plans and/or follow its reasonable instructions;
5.10.4. services or surveys that are not directly supplied or provided by Sevenoaks Plans but by third party suppliers or bodies;
5.10.5. unforeseen events or circumstances including structural matters and the routing, ownership or classification of drains and sewers. If a drain or sewer is classified as ‘public’, a water utility application will be required, along with a fee which will be charged in addition to the fees set out in the Letter of Engagement. Due to water utility specifications, the design of the proposed building scheme could also be affected necessitating amendments and associated delay and additional costs;
5.10.6. any dispute or issue concerning title to and ownership of the Site to which this Agreement refers, including but not limited to any dispute or issue concerning boundaries, services, utilities, and party walls, and It shall be your responsibility to inform Sevenoaks Plans fully as a condition precedent to commencement of Services should any such issue or dispute exist or be threatened;
5.10.7. any other delay or default of you;
5.10.8. any regulatory or legal obligation which comes to Sevenoaks Plans’ notice. Sevenoaks Plans shall notify you in any such event and shall not be liable under this Agreement if, as a result of needing to comply with any such law or requirement, it is rendered in breach of any of its other obligations under this Agreement; or
5.10.9. any other event beyond Sevenoaks Plans’ reasonable control including, but not limited to, any Force Majeure Event
5.11. Sevenoaks Plans will contact you as soon as possible to let you know that provision of the Services is delayed or affected by any of the events listed in clause 5 and Sevenoaks Plans will take steps to minimise the effect of the delay. Provided Sevenoaks Plans does this it will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end the Agreement and receive a refund if you have paid for services not received. In the case of any delay or non-performance caused by you, we may charge you additional costs incurred by us as a result.
6. CHARGES AND PAYMENT
6.1. Charges in respect of Services provided by Sevenoaks Plans to you are set out in detail in each applicable Letter of Engagement and will be payable as per the Payment Schedule also to be found in the Letter of Engagement.
6.2. Sevenoaks Plans accept payment by cheque or by money transfer to the account of which full details are set out in its invoices, using the relevant invoice number as the payment reference.
6.3. You must make an advance deposit payment before Sevenoaks Plans shall commence provision of the Services as set out in the Letter of Engagement.
6.4. Time is of the essence in respect of your payment obligations. All Charges and expenses shall become due on the date of the applicable invoice. You must pay each invoice within 7 calendar days after the date of the invoice. The expected invoices are set out in the Letter of Engagement.
6.5. In addition to Charges for Services, Sevenoaks Plans shall be entitled to reimbursement from you for all reasonable expenses that have been notified and approved in writing by You in advance of being incurred in connection with the provision of Services under this Agreement, including, without limitation:
6.5.1. all third-party fees and expenses including council and regulatory authority fees;
6.5.2. applicable utility company fees;
6.5.3. fees of third-party structural engineers and surveyors.
6.5.4. charge for additional drawings at either an agreed fee or at an hourly rate of £120 an hour and invoiced once the work is complete or a monthly basis, whichever is sooner;
6.5.5. charge for additional site visits at either an agreed fee or £240 per site visit, and invoiced once the visit is complete.
6.6. Your payment of Sevenoaks Plans’ invoices shall in no way be conditional upon or delayed pending your receipt of payment from any third party and all amounts due under this Agreement shall be paid by you to Sevenoaks Plans in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and you shall not be entitled to assert any credit, set-off or counterclaim against Sevenoaks Plans in order to justify withholding payment of any such amount in whole or in part.
6.7. Overdue invoices shall accrue interest at 5.25% (five and point two-five percent) per annum above the prevailing Barclays Bank plc lending rate. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount and should Sevenoaks Plans have to issue legal proceedings to enforce payment of invoices pursuant to this Agreement, you accept responsibility for all Sevenoaks Plans legal fees and disbursements notwithstanding the value of the claim, on a full indemnity basis. If we have to refer unpaid invoices to a debt collection company an additional administration charge will be added to the debt.
6.8. Value Added Tax (VAT), where applicable, will be added at the appropriate rate to the total of all Charges and expenses shown on your invoice. Sevenoaks Plans will pass on changes in the rate of VAT. If the rate of VAT changes between the Agreement date and the date Sevenoaks Plans provide the Services, Sevenoaks Plans will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
6.9. Community Infrastructure Levy (C.I.L.). You are hereby notified that larger projects and developments, including extensions of over 100m2 and new build houses, are subject to the CIL tax chargeable by certain local authorities including all London Boroughs. You shall be liable to pay in full any CIL due in respect of the Project. Sevenoaks Plans will be happy to provide additional information on request.
7. REPRESENTATIONS & WARRANTIES
7.1. Sevenoaks Plans represents and warrants to you as follows:
7.1.1. it has the full power and authority required to execute and enter into this Agreement and perform the Services provided for herein;
7.1.2. it will carry out its obligations under this Agreement with the degree of skill and care expected from a company of similar standing within the relevant industry or business sector;
7.1.3. subject to the rights granted to you pursuant to Section 12 of this Agreement, Sevenoaks Plans is the owner of all right, title, and interest in the Materials and the Intellectual Property Rights within the Materials and that all Materials will not violate the Intellectual Property Rights of any third party and that the Materials are not libellous or obscene and do not constitute fraud, misrepresentation, unlawful business practice or unfair competition;
7.1.4. All Materials are provided “as is” and for use in respect of the Project. The dimensional survey carried out by Sevenoaks Plans shall be used for the production of planning and construction drawings Should the Materials and survey be used for any purpose outside the scope of the Project, such use will be at Your risk and Sevenoaks Plans will have no liability in respect of such use... In so far as is permitted by applicable law from time to time, all other conditions, warranties or other terms, beyond those already provided for in this Agreement, which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care;
7.1.5. It shall maintain professional indemnity insurance for an amount of at least £1,000,000, provided that such insurance is available at commercially reasonable rates and terms.
7.2. You represent and warrant to Sevenoaks Plans as follows:
7.2.1. you possess full power and authority to execute and enter into this Agreement and to fulfil your obligations hereunder;
7.2.2. the performance of the terms of this Agreement and of your obligations hereunder shall not breach any separate agreement by which you are bound.
8. INTELLECTUAL PROPERTY INDEMNITY
Sevenoaks Plans undertakes at its own expense to defend you or, at its option, settle any claim or action brought against you alleging that the Materials infringe the Intellectual Property Rights of a third party in the United Kingdom (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim.
9. LIMITATION OF LIABILITY
9.1. Nothing in this Agreement shall limit or exclude a Party’s liability for:
9.1.1. death or personal injury caused by its negligence, or the negligence of its personnel, agents, or sub-contractors;
9.1.2. fraud or fraudulent misrepresentation; and
9.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
9.2. Subject to clause 9.1 neither Party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
9.2.1. loss of profits;
9.2.2. loss of opportunity, sales, or business;
9.2.3. loss of agreements or contracts;
9.2.4. loss of anticipated savings;
9.2.5. any indirect, incidental, special or consequential loss or damage;
9.3. Notwithstanding any other provision of this Agreement, the maximum and total liability of Sevenoaks Plans arising from or in connection with this Agreement shall not exceed the total of the payments actually paid to and received by Sevenoaks Plans under the applicable Letter of Engagement during the term hereof, except where such liability is covered by appropriate Professional Indemnity Insurance and Business Continuity Insurance to the limits of such insurance policies
10. COMPLAINTS
10.1. How to tell us about problems. If you have any questions or complaints about the Services, please contact us. you can contact us by telephoning our consumer service team at Sevenoaks Plans Ltd on 01732 240140 or by writing to us at admin@sevenoaksplans.com or by post to 114 St Johns Hill, Sevenoaks, Kent TN13 3QD, FAO: David Dennis.
10.2. Summary of your legal rights. See the box below for a summary of your key legal rights in relation to the Services. Nothing in these terms will affect your legal rights.
SUMMARY OF YOUR KEY LEGAL RIGHTS
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says:
• until we commence provision of services to you, you are entitled to cancel our agreement and to walk away. If we have commenced work and you wish to cancel, you will be liable to pay us for all costs incurred and services provided to the date you tell us you want to cancel and we will charge you for the same.
• you can ask us to repeat or fix a service if it is not carried out with reasonable care and skill or get some money back if we can’t fix it.
• if you have not agreed a price beforehand, what you are asked to pay must be reasonable.
• if you have not agreed a time beforehand, it must be carried out within a reasonable time.
11. SUSPENSION AND TERMINATION
11.1. This Agreement, when fully executed, shall be effective on the Agreement Date and shall continue until terminated in accordance with this clause 11.
11.2. Sevenoaks Plans may suspend the Services if you do not pay. If you do not pay for the Services when you are supposed to (see Clause 6.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend work until you have paid us the outstanding amounts. Sevenoaks Plans will not charge you for the Services during the period for which they are suspended. As well as suspending the Services we can also charge you interest on your overdue payments (see Clause 6.8).
11.3. Sevenoaks Plans may end the Agreement if you break it. Sevenoaks Plans may end the Agreement at any time by writing to you if:
11.3.1. you do not make any payment to us when it is due, and you still do not make payment within 7 days of us reminding you that payment is due; or
11.3.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services, for example, concerning your ownership of the Site; or
11.3.3. you do not, within a reasonable time, give us access to your property to enable us to provide the Services to you; or
11.3.4. you are in material breach of any of your other obligations to Sevenoaks Plans and do not remedy the breach within 7 days of us requesting you to do so; or
11.3.5. in Sevenoaks Plans’ absolute discretion, survey of the Site shows it to be unacceptable;
11.3.6. you do not make payment in cleared funds of the deposit set out in the Letter of Engagement; or
11.3.7. you are, or during the course of this Agreement become bankrupt or your financial and credit information proves unsatisfactory to Sevenoaks Plans, in its absolute discretion.
11.4. You must compensate us if you break the Agreement. If we end the Agreement in the situations set out in Clause 11.3 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Agreement, as set out in Clause 11.9.1
11.5. You have rights to end the Agreement
11.5.1. Cancellation
Within 14 days after the day we send you the Letter of Engagement, you have a right to cancel this Agreement if we have not already commenced provision of the Services. Once we have completed the Services you cannot change your mind. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
11.5.2. Before supply
You can always end the Agreement before the Services have been supplied and paid for. You may contact us at any time to end the Agreement for the Services, but in some circumstances we may charge you certain sums for doing so, as described below.
11.5.3 Sevenoaks Plans, are or during the course of this Agreement become bankrupt or Sevenoaks Plans financial and credit information proves unsatisfactory you, in your absolute discretion
11.6. What happens if you have good reason for ending the Agreement. If you are ending the Agreement because of something we have done wrong, or pursuant to Clause 11.5.3 the Agreement will end immediately and we will refund you in full for any Services which have not been provided or have not been properly provided.
11.7. What happens if you end the Agreement without a good reason. If you are not ending the Agreement under Clause 11.6, the Agreement will end immediately but we may charge you reasonable compensation for the net costs, as set out in Clause 11.9.1” we will incur as a result of your ending the Agreement.
11.8. Without limiting its other rights or remedies Sevenoaks Plans may terminate the Agreement by giving you not less than three (3) months' written notice.
11.9. On termination of the Agreement for any reason:
11.9.1. you shall immediately pay to Sevenoaks Plans all of Sevenoaks Plans' outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Sevenoaks Plans shall submit an invoice, which shall be payable by you immediately on receipt;
11.9.2. You shall return all the Materials which have not been fully paid for. If you fail to do so, then Sevenoaks Plans may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
11.9.3. the accrued rights and remedies of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
11.9.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. OWNERSHIP
12.1. Sevenoaks Plans owns all Intellectual Property Rights (including copyright) relating to the Material it produces.
12.2. Sevenoaks Plans grants to you, with immediate effect, exclusive, perpetual, terminable, royalty-free licence to copy and make full use of any Material prepared by, or on behalf of, Sevenoaks Plans for any purpose relating to the Project and the Site provided always that should you be in breach of any payment obligation or any other obligation owed to Sevenoaks Plans under the terms of this Agreement, such licence shall forthwith be suspended until full payment is made and any breach of obligation is remedied to the satisfaction of Sevenoaks Plans.
12.3. Sevenoaks Plans shall not be liable for use of the Material for any purpose other than that for which it was prepared and/or provided.
13. GENERAL
13.1. How Sevenoaks Plans may use your personal information. Sevenoaks Plans will use the personal information you provide to us to:
13.1.1. provide the Services;
13.1.2. process your payment for such Services; and
13.1.3. if you agreed to this, to inform you about other services that Sevenoaks Plans provide, but you may stop receiving these communications at any time by contacting us.
13.1.4. Where Sevenoaks Plans extend credit to you for the Services, Sevenoaks Plans may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
13.1.5. Sevenoaks Plans will otherwise only give your personal information to other third parties where the law either requires or allows us to do so and only if it is necessary, and in all cases Sevenoaks will advise You of the information supplied and to whom it was supplied.
13.1.6. Each Party shall comply with its obligations under the Data Protection Act 2018 as amended from time to time and under any of its subordinate legislation, related codes of conduct and relevant guidelines and with industry best practice at all times throughout the duration of this Agreement.
13.1.7 Your rights in respect of our use of your personal information. If you want to review, verify, correct or request erasure of your personal information, object to our use or processing of it, or request that we transfer a copy of it to another party, please contact our customer service team at 01732 240140 or write to us at Sevenoaks Plans Ltd admin@sevenoaksplans.com or by post to 114 St Johns Hill, Sevenoaks, Kent TN13 3PD, FAO: David Dennis. For further information as to what types of personal information we collect and how we manage and use it, please see our Privacy Policy. Please note that an exercise of your rights in respect of our use of your personal information, including any request for erasure or any objection to our use, may result in our being unable to supply any further Services to you.
13.2. Notices. All notices, or other communications that may be or are required to be given, served, or sent by either party to the other party pursuant to or in connection with this Agreement, shall be emailed and sent in writing, by first-class, registered, or certified mail, addressed to the recipient Party at its registered office or such other address as that Party may have specified to the other Party in writing in the Letter of Engagement.
13.3. No Partnership. Nothing in these Terms and Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between Sevenoaks Plans and you, nor constitute either as the agent of the other for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other in any way.
13.4. Entire agreement.
13.4.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter and you confirms that it has not entered into this Agreement on the basis of or relying on the same.
13.4.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.5. Force Majeure.
13.5.1. Sevenoaks Plans shall not be liable to you as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
13.5.2. If the Force Majeure Event prevents Sevenoaks Plans from supplying any of the Services or meeting any of its obligations under this Agreement for more than 90 Business Days, Sevenoaks Plans shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to you.
13.6. Assignment and other dealings.
13.6.1. You shall not assign, transfer, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Sevenoaks Plans’ prior written consent.
13.6.2. Subject to prior notification and agreement by You in writing, Sevenoaks Plans may at any time assign, transfer, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement and may sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
13.7. Third Parties. Nobody else has any rights under this Agreement. This Agreement is between you and Sevenoaks Plans. No other person shall have any rights to enforce any of its terms.
13.8. Governing Law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England and Wales.
13.9. Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
13.10. Severability.
13.10.1. If any provision or part-provision of this Agreement 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 this Agreement.
13.10.2. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.11. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
13.11.1. waive that or any other right or remedy; or
13.11.2. prevent or restrict the further exercise of that or any other right or remedy.
13.12. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided otherwise by law.
13.13. Variation - No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
13.14. The obligations in the following clauses shall survive and continue to apply on any expiration or termination of this Agreement: Section 12 (Ownership); Section 6 (Charges and Payment); Section 7.1.4 (Disclaimer);Section 7.1.5 (Insurance); Section 8 (Indemnification); Section 9 (Limitations); Section 13 (General). All other obligations will terminate as of the effective date of expiration or termination.