Terms and Conditions

STANDARD TERMS AND CONDITIONSFOR SUPPLY OF GOODS AND SERVICES OF Diamond Chimney Sweeps Ltd Company number SC800450Correspondence address:3 Newseat of Tolquhon CottageTarves,Ellon.AberdeenshireAB417LPRegistered Office:3 Newseat of Tolquhon Cottage,TarvesEllon.AberdeenshireAB417LP1 DEFINITIONS In this document the following words shall have the following meanings:1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;1.2 “Customer” means the organisation or person who purchases goods and services From Diamond Chimney Sweeps LTD;1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;1.4 “Specification Document” means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier;1.5 “Supplier” means Diamond Chimney Sweeps Ltd 3 Newseat of Tolquhon Cottage, Tarves, Ellon. Aberdeenshire. AB417LP 2 GENERAL2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of anyservices.3 PRICE AND PAYMENT3.1 The price for the supply of goods and services are as set out in the Specification Document and for standard work, available on the website, www.diamondsweeps.com . The Supplier shall invoice the Customer on delivery.3.2 Invoiced amounts shall be due and payable once the goods and or services have been delivered. The Supplier shall be entitled to charge 20% of the invoiceable amount on overdue invoices from 28 days of the invoice date .payment becomes due a fee of 20% of the invoiceable amount. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.4 SPECIFICATION OF THE GOODS All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.5 DELIVERY5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delaying the delivery of the goods.5.2 All risk in the goods shall pass to the Customer upon delivery.6 TITLE Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.7 CUSTOMER`S OBLIGATIONS7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall: 7.1.1 co-operate with the Supplier;7.1.2 provide the Supplier with any information reasonably required by theSupplier;7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;7.4.2 if applicable, the timetable for the project will be modified accordingly;7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs. 8 ALTERATIONS TO THE SPECIFICATION DOCUMENT8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amendedterms.9 WARRANTY9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturers warranty only.9.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.10 INDEMNIFICATION The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.11 LIMITATION OF LIABILITY11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates. 11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.12 TERMINATION Either party may terminate this Agreement forthwith by notice in writing to the other if:12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;12.4 the other party ceases to carry on its business or substantially the whole of its business; or12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of itsassets.13 INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.14 FORCE MAJEURE Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.15 INDEPENDENT CONTRACTORS The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as there presentative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.16 ASSIGNMENT The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.17 SEVERABILITY If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provisioneliminated.18 WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at anytime subsequently to enforce all Terms and Conditions of this Agreement.19 NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally, or if sent by post shall be deemed to have been delivered in the ordinary course of post.20 ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by bothparties.21 NO THIRD PARTIES Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.22 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of England OR Scotland and the parties hereby submit to the exclusive jurisdiction of the English OR Scottish courts. Diamond Chimney Sweeps LTD – PRIVACY NOTICE Diamond Chimney Sweeps Limited is committed to Data Protection and guarding your privacy. We will hold any personal information that you supply, or that we are given, securely within the UK in order to provide Diamond Chimney Sweeps Limited. We will only collect very limited basic personal data from you such as your name, address and contact details in order to respond to your enquiry, enter into a contract with you or manage your account. We do not record any personal data from you that we do not require. Your personal data may be shared with the Guild of Master Chimney Sweeps (GOMCS) as part of its monitoring of professional sweeps activities, and with Diamond Chimney Sweeps Limited’s financial business advisors in order to meet its statutory business reporting obligations, it will not be used, or provided to 3rd parties, for marketing purposes. If you would like further information about how Diamond Chimney Sweeps Limited uses personal data, including your rights to data correction and erasure, please contact john@diamondsweeps.comYOUR RIGHTS You have a responsibility to ensure that the data that you provide to us is correct. If its incorrect, please let us know by contacting john@diamondsweeps.comIf you would like to review the information we have collected on you, please see the contact email address above and state what information you wish to access. Only applications made in writing will be considered and you will receive a written response within 30 days of a request being made. You have the right to withdraw consent for personal data processing at any time and have the information we retain on you erased if it is your wish and Diamond Chimney Sweeps Limited does not have a legitimate reason for retaining it. You retain other rights in relation to expressing or withdrawing consent, right to be informed and for data portability along with data rectification, automated decisions/profiling and objections. More details on these rights can be found at the Information Commissioner’s Office web site ico.org.uk, where you may also lodge a complaint if you feel that Diamond Chimney Sweeps Limited has not met its Data Protection obligations. DATA PROTECTION POLICY FOR Diamond Chimney Sweeps LIMITED The protection of Personal and Non Personal (Technical) data is recognised as being important and therefore will be managed, protected and secured. All personal data will be treated confidentially in accordance with the EU General Data Protection Regulation (EU 2016/679) under the control of Diamond Chimney sweeps Limited Data Security Hardcopy data will be secured within a locked environment at all times when in transit or storage and access will be granted to authorised persons only. Electronic data will be stored on laptop hard drives, protected by password protection, the laptops also secured within a locked environment when in transit (in vehicle) or use (office location). Diamond Chimney Sweeps Limited will ensure that it maintains appropriate and current software protection on all electronic devices that it utilises. AUTHORISED PERSONS AND DATA SHARING Only persons authorised by Mr J Stone, the proprietor of Diamond Chimney Sweeps Limited will be granted access to data. Mr J Stone will be the nominated individual responsible for data protection. Personal Data may be shared with third party financial advisors and statutory bodies (HMRC) as part of the proof of invoicing and income required for accounts generation and tax audit purposes. Personal and technical data regarding services provided or appliance status data may be shared with the individual commissioning a service (landlord or agent) in the event that the resident is not the recognised owner or their authorised agent. It may also be shared with the National association of Chimney Sweeps as part of its professional monitoring activities. DATA RETENTION AND DELETION Only the data necessary for the provision of the requested services and/or goods will be collected. It will be retained within the UK for the purposes of administering and managing customer and supplier accounts, and as required under statutory obligations. The data retention period will be determined by applicable legislation, in particular the requirement to provide evidence for tax audits 7 years after the end of the financial year to which the information applies. If not determined by legislation, data will be deleted 2 years after the end of the enquiry or service/goods provision to which it applies. Data will be securely destroyed and/or disposed of after the end of the defined retention period. DATA BREACH MONITORING Under the GDPR there are strict requirements for the notification in the event of a data breach. If there is reasonable grounds to believe that any personal data has been lost, the applicable GDPR notifications will be made as required to the ICO and/or the individual data subject. Diamond Chimney Sweeps Limited will act on any notification that personal data may have been breached, and separately will undertake periodic review to ensure all hardcopy data remains secured. TRANSPARENCY OF DATA PROCESSING AND DATA SUBJECTS RIGHTS Under the GDPR all personal data should be processed lawfully, transparently and fairly. To ensure that data subjects are aware of their rights, Diamond Chimney sweeps Limited will provide individuals with Privacy Notices which set out what personal data is processed, for what purposes and why, and who it is shared with. In addition, they will be advised of their rights including their right to see, amend, and have erased their personal data. In support of this, individuals have the right to make a personal data Subject Access Request that will be responded to with one month as per the GDPR requirements. Where required, individual consent will be required for any activities that require consent, such as direct marketing for instance if undertaken.