RebuildCostASSESSMENT.com - Terms & Conditions

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TERMS AND CONDITIONS

REBUILD COST ASSESSMENT & SITE ASSESSMENT

These Terms and Conditions were last updated on: 22/12/2018

REBUILD COST ASSESSMENT

TERMS OF SUPPLY OF REBUILD COST ASSESSMENT LIMITED

1 APPLICABLE TERMS

1.1 This page (together with our Privacy Notice, Cookie Policy, Terms of Website Use and Website Acceptable Use Policy) sets out information about the Supplier and the legal terms and conditions (Terms) on which the Supplier will provide the Services to the Intermediary via the Website.

1.2 These Terms will apply to any contract between the Supplier and the Intermediary for the supply of the Services (Contract). The Intermediary should read these Terms together with the Basis of Assessment carefully and make sure that they understand them, before placing an Order.

1.3 The Intermediary should print a copy of these Terms or save a copy of them for future reference.

1.4 The Supplier may amend these Terms from time to time. Every time the Intermediary wishes to place an Order the Intermediary should check these Terms to ensure they understand the terms which will apply at that time.

2 DEFINITIONS

2.1 In these Terms:
Acceptance: shall have the meaning given to it in clause 4.2;
Assessor: means an employee or contractor appointed by the Supplier to produce a Desktop Rebuild Cost Assessment Report;
Basis of Assessment: means the instructions and basis of assessment provisions specifying what costs are included or excluded from the Desktop Rebuild Cost Assessment Report and the assumptions and basis on which the Desktop Rebuild Cost Assessment Report will be prepared (such provisions being set out on the Website and also contained in the notes to the Desktop Rebuild Cost Assessment Report);
Charges: means the charges payable by the Intermediary to the Supplier for the provision of the Services in accordance with clause 6, which are set out on the Website;
Client: means:

(a)   the owner of the Property or the Properties; or
(b)   the lawful occupier of the Property or the Properties; or
(c)   a proposed purchaser of the Property or the Properties or a leasehold interest in the Property or the Properties;

Confidential Information: includes, without limitation, business information and all documents, computer records, specifications, technical descriptions, records, drawings, designs and data relating to a Desktop Rebuild Cost Assessment Report and/or the provision of the Services;
Contract: shall have the meaning given to it in clause 1.2;
Desktop Rebuild Cost Assessment Report: means the desktop rebuild cost assessment report carried out by the Supplier or on its behalf in respect of a Property pursuant to which the Supplier estimates the rebuilding costs in the event of a total loss of that Property based on the gross external area and typical rates per square metre for the building use and type/quality of construction of that Property;
Disclaimer: means the disclaimer attached to a Desktop Rebuild Cost Assessment Report by the Supplier;
Force Majeure Event: shall have the meaning given to it in clause 15.3;
Group Company: means a company which is either a holding company or a subsidiary of a Party, or a subsidiary of that Party's holding company (as those terms are defined in section 1159 of the Companies Act 2006);
Intellectual Property Rights: means copyrights, trademarks, domain names, rights in computer software and databases, know-how and any similar rights whether arising in the United Kingdom or elsewhere in the world;
Insurance Company: means an insurance company with whom the Intermediary acts as an intermediary between that insurance company and a Client;
Intermediary: means the Party to whom the Services are supplied, who pays for the Services and who acts as an intermediary between the Insurance Company and a Client;
Materials: means documents, drawings, working papers or similar materials and any data or other information;
Order: means a request from the Intermediary asking the Supplier to provide the Services in relation to one or more Properties;
Parties: means the parties to a Contract being, together, the Intermediary and the Supplier and their respective successors in title; and Party means either of them;
Property or Properties: means the property or properties, which must be located in the United Kingdom, Channel Islands or Isle of Man, each the subject of a Desktop Rebuild Cost Assessment Report, details of which are set out in the Order;
Services: means the carrying out by the Supplier of a desktop rebuild cost assessment and production of a Desktop Rebuild Cost Assessment Report in respect of a Property, as more particularly described on the Website;
Supplier: means Rebuild Cost Assessment Limited a company incorporated in England and Wales with company number 09746801 (VAT number 232242352) whose registered office is at The Pavilion, Botleigh Grange Business Park, Southampton, Hampshire SO30 2AF and whose main trading address and address for correspondence is Floor 1 Mey House, Bridport Road, Poundbury, Dorchester DT1 3QY;
Terms: shall have the meaning given to it in clause 1.1 and such terms will apply to each Contract; and
Website: means www.rebuildcostassessment.com, which website is operated by the Supplier.

2.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

2.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3 USE OF THE WEBSITE

3.1 The Intermediary’s use of the Website is governed by the Supplier’s Terms of Website Use and Website Acceptable Use Policy. The Intermediary should take time to read these documents, as they include important terms which apply to the Intermediary.

3.2 The person accessing the Website and placing the Order confirms, by placing the Order, that they have authority to bind the business on whose behalf they use the Website and place the Order.

3.3 In submitting an Order the Intermediary confirms and warrants to the Supplier:

3.3.1 that it has read and understood the Basis of Assessment; and
3.3.2 that it has the requisite authority from the Client to provide the Supplier with the current sums insured for the Property or the Properties.

4 REQUEST FOR SERVICES

4.1 If the Intermediary wishes to purchase Services it shall place an Order via the Website. The Order constitutes an offer by the Intermediary to purchase Services in accordance with these Terms.

4.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (Acceptance), at which point and on which date the Contract shall come into existence.

4.3 The Intermediary is responsible for ensuring that the information set out in the Order is complete and accurate. The order process on the Website allows the Intermediary to check and amend any errors before submitting an Order.

5 SUPPLY OF SERVICES

The Supplier shall provide the Services for the Intermediary subject to these Terms which shall govern the Contract to the exclusion of any other terms and conditions, express or implied.

6 PRICE AND PAYMENT

6.1 The Charges payable for the Services will be as quoted on the Website at the time the Intermediary submits their Order. The Charges are exclusive of value added tax.

6.2 The Charges may change from time to time, but changes will not affect any Order already placed.

6.3 The Supplier will invoice the Client and payment of the Charges specified in an invoice is due thirty (30) days from the date of the Supplier’s invoice.

7 DELIVERY

7.1 Delivery of the Desktop Rebuild Cost Assessment Report by the Supplier shall be by email or post, in either case to the email address or postal address notified by the Intermediary to the Supplier in the Order. The Supplier shall not be liable for the loss, misdirection or destruction of the Desktop Rebuild Cost Assessment Report after it has been either sent to the email address provided by the Intermediary for that purpose or placed in the Royal Mail posting system to the postal address provided by the Intermediary for that purpose.

7.2 Any dates quoted for delivery of the Desktop Rebuild Cost Assessment Report are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Desktop Rebuild Cost Assessment Report that is caused by a Force Majeure Event or the Intermediary's failure to provide the Supplier with adequate information or any other instructions.

8 RISK AND TITLE
8.1 Responsibility for, and ownership of, the Desktop Rebuild Cost Assessment Report shall pass to the Intermediary on delivery.

8.2 The Intellectual Property Rights in the Services and in the Desktop Rebuild Cost Assessment Report shall at all times remain with the Supplier.

9 CONFIDENTIALITY

9.1 Neither the Desktop Rebuild Cost Assessment Report, nor any part or extract from it, may be included in any published document, circular or statement or otherwise by the Intermediary without the prior written approval of the Supplier of the form and context in which it may appear.

9.2 Subject to clauses 9.4 and 9.5, each Party shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing its rights and obligations under the Contract. Each Party may disclose Confidential Information to a Group Company and to its or their respective employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such persons:

9.2.1   need to know it in connection with the exercise or performance of that Party's rights and obligations under these Terms;
9.2.2   have been informed of the confidential nature of the Confidential Information divulged; and
9.2.3   agree to act in compliance with the confidentiality requirements in these Terms.

9.3 Neither Party will disclose Confidential Information to any third party or use it except as otherwise permitted in these Terms.

9.4 Notwithstanding any other provision of these Terms, it shall not be a breach of these Terms for either Party to disclose any Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the affected Party gives all reasonable notice of such disclosure to the other Party.

9.5 Notwithstanding any other provision of these Terms, the Supplier may use the data gathered in the performance of the Services for its own business purposes but may only disclose such data to third parties in aggregated form and in a manner which does not identify a specific property or person.

9.6 The Desktop Rebuild Cost Assessment Report is produced solely for the purpose of assisting the Intermediary and the Client in calculating the correct level of insurance cover for the Property and cannot be used by the Intermediary or the Client, or any other person, for any other purpose (including use in respect of insurance claims and evidencing losses) without the prior written consent of the Supplier.

9.7 Subject to the other Terms, the provisions of this clause 9 shall continue to apply notwithstanding termination of the Contract.

10 DATA PROTECTION

10.1 For the purposes of this clause 10:

10.1.1   Applicable Law means (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a Party is subject and/or which is applicable in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the Parties (or either of them) from time to time; (c) any binding court order, judgment or decree as applicable to the Parties (or either of them) from time to time; or (d) any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over that Party or any of that Party’s assets, resources or business;
10.1.2   Data Controller has the meaning as defined in the Data Protection Legislation;
10.1.3   Data Protection Legislation means all applicable data protection and privacy legislation including Regulation (EU) 2016/679 (the General Data Protection Regulation or the GDPR), the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation and also the Privacy and Electronic Communications (EC Directive) Regulations 2003 or equivalent enacted legislation (or in the event that the UK leaves the European Union, all equivalent legislation enacted in the UK in respect of the protection of Personal Data and privacy) and any guidance or codes of practice issued by any Supervisory Authority from time to time (all as amended, updated or re-enacted from time to time);
10.1.4   Data Protection Losses means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage) and (b) to the extent permitted by the Data Protection Legislation or any Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority; (ii) compensation which is ordered by a Supervisory Authority to be paid to a Data Subject and (iii) the costs of compliance with investigations by a Supervisory Authority;
10.1.5   Data Subject has the meaning as defined in the Data Protection Legislation;
10.1.6   Personal Data has the meaning as defined in the Data Protection Legislation;
10.1.7   Privacy Notice means the Supplier’s privacy notice which can be found on the Website at www.rebuildcostassessment.com/privacy-policy;
10.1.8   Received Personal Data means any Personal Data which the Supplier receives from the Intermediary pursuant to the performance of the Services;

10.1.9 Report Personal Data means any Personal Data in the Desktop Rebuild Cost Assessment Report;

10.1.10 Services Personal Data means any Personal Data which the Supplier receives pursuant to the performance of the Services (including Report Personal Data) but which is not Received Personal Data; and

10.1.11 Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Legislation.

10.2 Both Parties agree to comply with all applicable requirements of the Data Protection Legislation in respect of the Contract and the Services.

10.3 The Parties acknowledge that for the purposes of the Data Protection Legislation:

10.3.1 the Supplier is an independent Data Controller in respect of the:

(a)   Received Personal Data;
(b)   Report Personal Data; and
(c)   Services Personal Data; and

10.3.2 the Intermediary is an independent Data Controller in respect of the:

(a) Received Personal Data; and
(b) Report Personal Data.

10.4 The Supplier will use Received Personal Data, Report Personal Data and Services Personal Data in accordance with the Privacy Notice. The Intermediary should take time to read the Privacy Notice and provide a copy of it to the Client. By submitting an Order to the Supplier the Intermediary confirms that it has brought to the attention of the Client the Privacy Notice.

10.5 Without prejudice to the generality of clause 10.2, the Intermediary will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Received Personal Data to the Supplier in accordance with these Terms.

10.6 The Intermediary shall indemnify and keep indemnified the Supplier in respect of all Data Protection Losses suffered or incurred by, or awarded against, the Supplier arising from or in connection with any:

10.6.1 non-compliance by the Intermediary with the Data Protection Legislation; or
10.6.2 breach by the Intermediary of any of its obligations under this clause 10.

11 WARRANTIES AND LIABILITY

11.1 The Supplier warrants to the Intermediary that the Services will be provided using reasonable care and skill but shall be subject to the provisos in clause 11.3. All other conditions, warranties and other terms which might have effect between the Parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded.

11.2 The Supplier shall have no liability to the Intermediary for any liability, demand, loss, damage, costs, expenses or other claims for compensation arising as a result of:

11.2.1   any Materials supplied by the Intermediary;
11.2.2   any instructions supplied by the Intermediary which are incomplete, incorrect, inaccurate, illegible, in the wrong form or late; or
11.2.3   any other fault of the Intermediary or any person acting on its behalf.

11.3 Each Desktop Rebuild Cost Assessment Report is supplied subject to the following provisos:

11.3.1   the Supplier gathers information for the Desktop Rebuild Cost Assessment Report from a number of publicly available sources and uses such information in order to produce the Desktop Rebuild Cost Assessment Report. The Supplier cannot guarantee that the information gathered from these sources is complete, accurate or up-to-date and therefore that the information contained in the Desktop Rebuild Cost Assessment Report is complete, accurate or up-to-date;
11.3.2   the Desktop Rebuild Cost Assessment Report is provided for guidance purposes only;
11.3.3   the Intermediary acknowledges that it is ordering a Desktop Rebuild Cost Assessment Report for which information is gathered online and that the Services do not include a physical survey or inspection of the Property and that neither the Supplier nor its employees, agents or sub-contractors will visit the Property for the purposes of carrying out the Services;
11.3.4   the Desktop Rebuild Cost Assessment Report has been prepared in accordance with and subject to the Basis of Assessment; and
11.3.5   the Intermediary acknowledges that a physical site survey or inspection of the Property is likely to produce more accurate results than the results the Services are able to produce.

11.4 The Intermediary hereby undertakes to indemnify and hold harmless the Supplier against any liability, damages, cost, expense, demand or loss which it (or any Group Company or an Assessor) may suffer together with all interest, penalties and reasonable costs and expenses which it or they may incur arising out of or in connection with any breach of these Terms or any use of a Desktop Rebuild Cost Assessment Report or reliance thereon by someone other than the Intermediary, the Insurance Company or the Client.

11.5 Nothing in these Terms shall limit either Party's liability in respect of any claims:

11.5.1   for death or personal injury caused by the negligence of that Party and/or the employees, agents and/or sub-contractors of such Party;
11.5.2   resulting from any fraud including fraudulent misrepresentation made by such Party; and
11.5.3   for which liability may not otherwise lawfully be limited or excluded.

11.6 Subject to clause 11.5, in no event shall the Supplier be liable to the Intermediary, the Insurance Company or the Client under contract, tort (including but not limited to negligence), breach of statutory duty or otherwise for any indirect or consequential damages including loss of profits, business interruption, loss of sales, loss of turnover and loss of opportunity even if the loss was reasonably foreseeable or either Party has been advised of the possibility of such damages.

11.7 Subject to clauses 11.5 and 11.6, the aggregate liability of the Supplier hereunder (howsoever caused) (including but not limited to any liability for the acts and omissions of the Supplier's employees, consultants, agents or sub-contractors) in respect of any breach of its obligations to the Intermediary (whether implied or express) arising under or in connection with the Contract or any liability to an Insurance Company or to a Client, whether in contract, tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise will be limited to one million pounds (£1,000,000).

11.8 The Supplier’s Group Companies and the Assessors shall be entitled to enforce the provisions of this clause 11 as if they were a Party to the Contract.

11.9 This clause 11 shall survive termination of the Contract.

12 TERMINATION

12.1 The Supplier may at any time immediately terminate the Contract in relation to one or more Properties if for any reason it is not able to fulfil the Services in relation to those Properties. This may occur for example because the Supplier considers, acting reasonably, that one or more Properties are not suitable for a desktop rebuild cost assessment.

12.2 In the event that the Supplier terminates the Contract in relation to one or more Properties in accordance with clause 12.1, a representative of the Supplier will contact the Intermediary to confirm this. The Contract shall remain in full force and effect in respect of those Properties which the Supplier is able to fulfil the Services.

13 THIRD PARTIES

13.1 In carrying out its obligations hereunder the Parties acknowledge that the Supplier is acting only for the Intermediary and the following shall apply:

13.1.1 the Supplier shall not be required to take instructions in relation to a Desktop Rebuild Cost Assessment Report or the Services from anyone other than the Intermediary; and
13.1.2 each Desktop Rebuild Cost Assessment Report is produced exclusively for the Intermediary, the Insurance Company and the Client only and the Supplier shall not be liable to any third party (whether in contract, tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise and howsoever arising) in respect of any inaccuracy, error, omission, unfitness for purpose, defect or inadequacy of any kind whatsoever in the Desktop Rebuild Cost Assessment Report.

13.2 Each Desktop Rebuild Cost Assessment Report shall contain a Disclaimer and the Intermediary undertakes and agrees that it shall not remove or vary, or permit the removal or variation of, the Disclaimer without the Supplier's prior written consent.

13.3 If at any time the Intermediary discloses or provides a copy of any Desktop Rebuild Cost Assessment Report or part thereof to any third party whomsoever:-

13.3.1   the Intermediary shall not alter or vary the content of such Desktop Rebuild Cost Assessment Report or the Disclaimer;
13.3.2   the Intermediary shall take all reasonable steps to ensure that no third party shall remove the Disclaimer from any Desktop Rebuild Cost Assessment Report; and
13.3.3   the Intermediary shall, save where the third party is the Insurance Company or the Client, prior to or at the time of such disclosure notify the relevant third party in writing that the third party is not entitled to rely on the Desktop Rebuild Cost Assessment Report.

13.4 Save as otherwise provided in the Terms, the Parties intend that no term of a Contract may be enforced by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

14 CONTACTING US

If the Intermediary has any queries in relation to the Services the Intermediary may contact the Supplier by telephoning or emailing the Supplier’s customer service team using the telephone number or email address shown on the Website.

15 GENERAL

15.1 These Terms, and the documents referred to in them, constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

15.2 Any notice required or permitted to be given by either Party to the other in accordance with these Terms shall be in writing addressed to the other Party at its registered office or principal place of business or at such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice and shall be delivered by hand or sent by special delivery post.

15.3 Neither Party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

15.4 No failure or delay by either Party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right and no waiver by either Party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.5 If any part of the Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of any other Terms shall not be affected.

15.6 Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the Parties.

15.7 The Contract is personal to the Parties and may not be transferred or assigned in whole or in part save that the Supplier may assign to any third party provided that such assignee shall be bound by the terms hereof as if it were a Party.

15.8 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by the law of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English courts.

Disclaimer

IMPORTANT NOTICE

This report (Report) has been prepared by Rebuild Cost Assessment Limited (company number 09746801) for the provision of a rebuild cost assessment of the building the subject matter of the Report (Purpose). The Report has been prepared for the benefit of:

(a)   The Intermediary (being the entity that has commissioned this Report);
(b)   The Client (being the owner or occupier or proposed purchaser of the building to which this Report relates); and
(c)   The Insurance Company (being an insurance company with whom the Intermediary acts as an intermediary between that insurance company and the Client);
together (the Recipients).

The Recipients and anyone else receiving this Report must treat it as confidential.

This Report may not be copied or disclosed to any person in whole or in part or used for any purpose other than the Purpose. No one other than the Recipients may rely on this Report.

Save for the warranty that the Report has been prepared using reasonable skill and care, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. Without prejudice to the foregoing, the maximum aggregate liability of Rebuild Cost Assessment Limited and its employees, officers, agents and sub-contractors for any liability and losses of whatever kind and howsoever arising (including negligence), as a result of access to, use of, or reliance upon, any information contained in this Report is limited to £1,000,000 (one million pounds). Neither Rebuild Cost Assessment Limited nor its employees, officers, agents or sub-contractors shall be liable to any person for indirect, consequential or special losses. In no circumstances shall Rebuild Cost Assessment Limited or its employees, officers, agents or sub-contractors be liable to any person other than the Recipients or where the Report has not been used for the Purpose.

Nothing in this disclaimer shall limit or exclude the liability of Rebuild Cost Assessment Limited to the extent that such liability cannot be lawfully limited or excluded.

SITE ASSESSMENT

TERMS OF SUPPLY OF REBUILD COST ASSESSMENT LIMITED

1 DEFINITIONS

1.1 In these Terms:
Acceptance means the Intermediary's acceptance of a Quotation;
Acknowledgment shall have the meaning given to it in clause 2.6;
Assessor means an employee or contractor appointed by the Supplier to produce a Rebuild Cost Assessment Report;
Basis of Assessment means the instructions and basis of assessment provisions specifying what costs are included or excluded from the Rebuild Cost Assessment Report and the assumptions and basis on which the Rebuild Cost Assessment Report will be prepared (such provisions being set out on the Website, included in a Quotation and also contained in the notes to the Rebuild Cost Assessment Report);
Charges means the charges payable by the Intermediary to the Supplier for the provision of the Services in accordance with clause 4;
Client means:

(a)   the owner of the Property or the Properties; or
(b)   the lawful occupier of the Property or Properties; or
(c)   a proposed purchaser of the Property or the Properties or leasehold interest in the Property or Properties;

Confidential Information includes, without limitation, business information and all documents, computer records, specifications, technical descriptions, records, drawings, designs and data relating to a Rebuild Cost Assessment Report and/or the provision of the Services;
Contract means each contract entered into between the Parties for the provision of the Services;
Disclaimer means the disclaimer attached to a Rebuild Cost Assessment Report by the Supplier;
Force Majeure Event shall have the meaning given to it in clause 11.3;
Group Company means a company which is either a holding company or a subsidiary of a Party, or a subsidiary of that Party's holding company (as those terms are defined in section 1159 of the Companies Act 2006);
Insurance Company means an insurance company with whom the Intermediary acts as an intermediary between that insurance company and a Client;
Intellectual Property Rights means copyrights, trademarks, domain names, rights in computer software and databases, know-how and any similar rights whether arising in the United Kingdom or elsewhere in the world;
Intermediary means the Party to whom the Services are supplied, who pays for the Services and who acts as an intermediary between the Insurance Company and a Client;
Materials means documents, drawings, working papers or similar materials and any data or other information;
Parties means the parties to a Contract being, together, the Intermediary and the Supplier and their respective successors in title; and Party means either of them;
Property or Properties means the property or properties the subject of a Rebuild Cost Assessment Report, details of which are set out in the Request;
Quotation means a quotation provided by the Supplier to the Intermediary which sets out the Charges which shall have attached to it a copy of these Terms and the Basis of Assessment;
Rebuild Cost Assessment Report means the rebuild cost assessment report carried out by the Supplier or on its behalf in respect of a Property pursuant to which the Supplier estimates the rebuilding costs in the event of a total loss of that Property based on the gross external area and typical rates per square metre for the building use and type/quality of construction of that Property;
Request means a request from the Intermediary asking the Supplier to provide a Quotation in relation to one or more Properties;
Services means the carrying out by the Supplier of a rebuild cost assessment and production of a Rebuild Cost Assessment Report in respect of a Property, as more particularly described on the Website;
Supplier means Rebuild Cost Assessment Limited a company incorporated in England and Wales with company number 09746801 whose registered office is at The Pavilion, Botleigh Grange Business Park, Southampton, Hampshire SO30 2AF and whose main trading address for correspondence is Floor 1 Mey House, Bridport Road, Poundbury, Dorchester DT1 3QY;
Terms means these terms and conditions which apply to each Contract; and
Website means www.rebuildcostassessment.com, which website is operated by the Supplier.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 REQUEST FOR SERVICES

2.1 On receipt of a Request the Supplier will consider whether to issue a Quotation to the Intermediary. The Supplier is not obliged to provide a Quotation in response to any Request received.

2.2 The Intermediary is responsible for ensuring that the information set out in the Request is complete and accurate.

2.3 A Quotation issued by the Supplier to the Intermediary following receipt of a Request constitutes an offer by the Supplier to supply the Services in accordance with these Terms.

2.4 A Quotation shall only be valid for a period of 90 days from its date of issue.

2.5 The Quotation will be deemed accepted by the Intermediary on receipt by the Supplier of the Acceptance.

2.6 The Supplier will issue an acknowledgement (Acknowledgment) following receipt of the Acceptance at which point and on which date the Contract shall come into existence.

2.7 In submitting a Request and issuing an Acceptance the Intermediary confirms and warrants to the Supplier:

2.7.1 that it has read and understood the Basis of Assessment;
2.7.2 that it has the requisite authority from the Client to provide the Supplier with the current sums insured for the Property or the Properties.

3 SUPPLY OF SERVICES

3.1 The Supplier shall provide the Services for the Intermediary subject to these Terms which shall govern the Contract to the exclusion of any other terms and conditions, express or implied.

3.2 The Intermediary shall, at its own expense, provide to the Supplier all necessary Materials which the Supplier may reasonably require in order to provide the Services. The Intermediary shall retain duplicates of all such Materials and the Supplier shall have no liability for loss of, or damage to, the same.

4 PRICE AND PAYMENT

4.1 The Charges payable for the Services shall be the charges confirmed by the Supplier to the Client in the Acknowledgement which are exclusive of value added tax.

4.2 The Supplier will invoice the Client and payment of the Charges specified in an invoice is due thirty (30) days from the date of the Supplier’s invoice.

5 DELIVERY

5.1 Delivery of the Rebuild Cost Assessment Report by the Supplier shall be by email or post, in either case to the email address or postal address notified by the Intermediary to the Supplier in the Request. The Supplier shall not be liable for the loss, misdirection or destruction of the Rebuild Cost Assessment Report after it has been either sent to the email address provided by the Intermediary for that purpose or placed in the Royal Mail posting system to the postal address provided by the Intermediary for that purpose.

5.2 Any dates quoted for the Assessor carrying out the Services and delivery of the Rebuild Cost Assessment Report are approximate only, and time is not of the essence. The Supplier shall not be liable for any delay in carrying out the Services or delivery of the Rebuild Cost Assessment Report that is caused by a Force Majeure Event or the Intermediary's failure to provide the Supplier with adequate information or any other instructions or access to the Property.

6 RISK AND TITLE

6.1 Responsibility for, and ownership of, the Rebuild Cost Assessment Report shall pass to the Intermediary on delivery.

6.2 The Intellectual Property Rights in the Services and in the Rebuild Cost Assessment Report shall at all times remain with the Supplier.

7 CONFIDENTIALITY

7.1 Neither the Rebuild Cost Assessment Report, nor any part or extract from it, may be included in any published document, circular or statement or otherwise by the Intermediary without the prior written approval of the Supplier of the form and context in which it may appear.

7.2 Subject to clauses 7.4 and 7.5, each Party shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing its rights and obligations under the Contract. Each Party may disclose Confidential Information to a Group Company and to its or their respective employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such persons:

7.2.1   need to know it in connection with the exercise or performance of that Party's rights and obligations under these Terms;
7.2.2   have been informed of the confidential nature of the Confidential Information divulged; and
7.2.3   agree to act in compliance with the confidentiality requirements in these Terms.

7.3 Neither Party will disclose Confidential Information to any third party or use it except as otherwise permitted in these Terms.

7.4 Notwithstanding any other provision of these Terms, it shall not be a breach of these Terms for either Party to disclose any Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the affected Party gives all reasonable notice of such disclosure to the other Party.

7.5 Notwithstanding any other provision of these Terms, the Supplier may use the data gathered in the performance of the Services for its own business purposes but may only disclose such data to third parties in aggregated form and in a manner which does not identify a specific property or person.

7.6 Subject to the other Terms, the provisions of this clause 7 shall continue to apply notwithstanding termination of the Contract.

8 DATA PROTECTION

8.1 For the purposes of this clause 8:

8.1.1   Applicable Law means (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a Party is subject and/or which is applicable in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the Parties (or either of them) from time to time; (c) any binding court order, judgment or decree as applicable to the Parties (or either of them) from time to time; or (d) any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over that Party or any of that Party’s assets, resources or business;
8.1.2   Data Controller has the meaning as defined in the Data Protection Legislation;
8.1.3   Data Protection Legislation means all applicable data protection and privacy legislation including Regulation (EU) 2016/679 (the General Data Protection Regulation or the GDPR), the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation and also the Privacy and Electronic Communications (EC Directive) Regulations 2003 or equivalent enacted legislation (or in the event that the UK leaves the European Union, all equivalent legislation enacted in the UK in respect of the protection of Personal Data and privacy) and any guidance or codes of practice issued by any Supervisory Authority from time to time (all as amended, updated or re-enacted from time to time);
8.1.4   Data Protection Losses means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage) and (b) to the extent permitted by the Data Protection Legislation or any Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority; (ii) compensation which is ordered by a Supervisory Authority to be paid to a Data Subject and (iii) the costs of compliance with investigations by a Supervisory Authority;
8.1.5   Data Subject has the meaning as defined in the Data Protection Legislation;
8.1.6   Personal Data has the meaning as defined in the Data Protection Legislation;
8.1.7   Privacy Notice means the Supplier’s privacy notice which can be found on the Website at www.rebuildcostassessment.com/privacy-policy;
8.1.8   Received Personal Data means any Personal Data which the Supplier receives from the Intermediary pursuant to the performance of the Services;
8.1.9   Report Personal Data means any Personal Data in the Rebuild Cost Assessment Report;
8.1.10   Services Personal Data means any Personal Data which the Supplier receives pursuant to the performance of the Services (including Report Personal Data) but which is not Received Personal Data; and
8.1.11   Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Legislation.

8.2 Both Parties agree to comply with all applicable requirements of the Data Protection Legislation in respect of the Contract and the Services.

8.3 The Parties acknowledge that for the purposes of the Data Protection Legislation:

8.3.1 the Supplier is an independent Data Controller in respect of the:

(a)   Received Personal Data;
(b)   Report Personal Data; and
(c)   Services Personal Data; and

8.3.2 the Intermediary is an independent Data Controller in respect of the:

(a) Received Personal Data; and
(b) Report Personal Data.

8.4 The Supplier will use Received Personal Data, Report Personal Data and Services Personal Data in accordance with the Privacy Notice. The Intermediary should take time to read the Privacy Notice and provide a copy of it to the Client. By submitting a Request to the Supplier the Intermediary confirms that it has brought to the attention of the Client the Privacy Notice.

8.5 Without prejudice to the generality of clause 8.2, the Intermediary will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Received Personal Data to the Supplier in accordance with these Terms.

8.6 The Intermediary shall indemnify and keep indemnified the Supplier in respect of all Data Protection Losses suffered or incurred by, or awarded against, the Supplier arising from or in connection with any:

8.6.1 non-compliance by the Intermediary with the Data Protection Legislation; or
8.6.2 breach by the Intermediary of any of its obligations under this clause 8.

9 WARRANTIES AND LIABILITY

9.1 The Supplier warrants to the Intermediary that the Services will be provided using reasonable care and skill but shall be subject to the provisos in clause 9.3. All other conditions, warranties and other terms which might have effect between the Parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded.

9.2 The Supplier shall have no liability to the Intermediary for any loss, liability, demand, damage, costs, expenses or other claims for compensation arising as a result of:

9.2.1   any Materials supplied by the Intermediary;
9.2.2   any instructions supplied by the Intermediary which are incomplete, incorrect, inaccurate, illegible, in the wrong form or late; or
9.2.3   any other fault of the Intermediary or any person acting on its behalf.

9.3 Each Rebuild Cost Assessment Report is supplied subject to the following provisos:

9.3.1   the quality of the visual inspection by an Assessor shall depend upon the circumstances prevailing at the Property at the time the Services are carried out and may be affected by (by way of example only and not of limitation) limited access, working conditions, information provided which cannot reasonably be verified and health and safety considerations; and
9.3.2   the Rebuild Cost Assessment Report has been prepared in accordance with and subject to the Basis of Assessment; and
9.3.3   the conditions and circumstances described in the Rebuild Cost Assessment Report will be those prevailing at the time at which the Services are carried out and not otherwise.

9.4 The Intermediary hereby undertakes to indemnify and hold harmless the Supplier against any liability, damages, cost, expense, demand or loss which it (or any Group Company or an Assessor) may suffer together with all interest, penalties and reasonable costs and expenses which it or they may incur arising out of or in connection with any breach of these Terms or any use of a Rebuild Cost Assessment Report or reliance thereon by someone other than the Intermediary, the Insurance Company or the Client.

9.5 Nothing in these Terms shall limit either Party's liability in respect of any claims:

9.5.1   for death or personal injury caused by the negligence of that Party and/or the employees, agents and/or sub-contractors of such Party;
9.5.2   resulting from any fraud including fraudulent misrepresentation made by such Party; and
9.5.3   for which liability may not otherwise lawfully be limited or excluded.

9.6 Subject to clause 9.5, in no event shall the Supplier be liable to the Intermediary or an Insurance Company or a Client under contract, tort (including but not limited to negligence), breach of statutory duty or otherwise for any indirect or consequential damages including loss of profits, business interruption, loss of sales, loss of turnover and loss of opportunity even if the loss was reasonably foreseeable or either Party has been advised of the possibility of such damages.

9.7 Subject to clauses 9.5 and 9.6, the aggregate liability of the Supplier hereunder (howsoever caused) (including but not limited to any liability for the acts and omissions of the Supplier's employees, consultants, agents or sub-contractors) in respect of any breach of its obligations to the Intermediary (whether implied or express) arising under or in connection with the Contract or any liability to an Insurance Company or to a Client whether in contract, tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise will be limited to one million pounds (£1,000,000).

9.8 The Supplier’s Group Companies and the Assessors shall be entitled to enforce the provisions of this clause 9 as if they were a Party to the Contract.

9.9 This clause 9 shall survive termination of the Contract.

10 THIRD PARTIES

10.1 In carrying out its obligations hereunder the Parties acknowledge that the Supplier is acting only for the Intermediary and the following shall apply:

10.1.1 the Supplier shall not be required to take instructions in relation to a Rebuild Cost Assessment Report or the Services from anyone other than the Intermediary; and
10.1.2 each Rebuild Cost Assessment Report is produced exclusively for the Intermediary and the relevant Insurance Company and/or the Client only and the Supplier shall not be liable to any third party (whether in contract, tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise and howsoever arising) in respect of any inaccuracy, error, omission, unfitness for purpose, defect or inadequacy of any kind whatsoever in the Rebuild Cost Assessment Report.

10.2 Each Rebuild Cost Assessment Report shall contain a Disclaimer and the Intermediary undertakes and agrees that it shall not remove or vary, or permit the removal or variation of, the Disclaimer without the Supplier's prior written consent.

10.3 If at any time the Intermediary discloses or provides a copy of any Rebuild Cost Assessment Report or part thereof to any third party whomsoever:

10.3.1   the Intermediary shall not alter or vary the content of such Rebuild Cost Assessment Report or the Disclaimer;
10.3.2   the Intermediary shall take all reasonable steps to ensure that no third party shall remove the Disclaimer from any Rebuild Cost Assessment Report; and
10.3.3   the Intermediary shall, save where the third party is the Insurance Company or the Client, prior to or at the time of such disclosure notify the relevant third party in writing that the third party is not entitled to rely on the Rebuild Cost Assessment Report.

10.4 Save as otherwise provided in the Terms, the Parties intend that no term of a Contract may be enforced by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

11 GENERAL

11.1 These Terms, together with the Acknowledgement, constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2 Any notice required or permitted to be given by either Party to the other in accordance with these Terms shall be in writing addressed to the other Party at its registered office or principal place of business or at such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice and shall be delivered by hand or sent by special delivery post.

11.3 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11.4 No failure or delay by either Party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right and no waiver by either Party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.5 If any part of the Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of any other Terms shall not be affected.

11.6 Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the Parties.

11.7 The Contract is personal to the Parties and may not be transferred or assigned in whole or in part save that the Supplier may assign to any third party provided that such assignee shall be bound by the terms hereof as if it were a Party.