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The UK's Premier Resource for Vibrant & Profitable Historic Properties

Terms & Conditions

 

Terms and Conditions of Supply of Services

by Estate Life Limited

(a private limited company incorporated in Scotland (registered number SC351163)

and having its registered office at  30/5 Hillside Crescent, Edinburgh, EH7 5EF)

 

Interpretation

In these Terms and Conditions:

“Contract” means the agreement between you and us for the supply of the Services formed in accordance with Paragraph 1 and incorporating these Terms and Conditions;

“Contract Materials” means all bespoke proposals, reports, documentation and other original works supplied to you as part of (or as an ancillary to), the Services (and specifically excludes the Estate Life Standard Documents);

“Corporate Partners” means the Organisations listed on our website from time to time and referred to as “Corporate Partners” [(a list of which can be provided to you at your request)];

“Directory” means a directory including service providers, suppliers and related service information, venues and reference points which we may supply to you as part of the Services;

“Estate Life Standard Documents” means the Toolkits and the Directory   and/or any part of them, whether or not included as part of any Contract Materials;

“Initial View” means the document we produce at your request providing initial advice on potential business opportunities in the appropriate marketplace;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

 “Property Portfolio” means our listing of properties and photographic gallery of properties accessible to registered users via a password protected portal on our Website;

“Quotation” means the price or estimated price indicated to you for the provision of the relevant Services; which price, unless otherwise agreed in writing shall be as indicated on our Website from time to time. Where we provide an estimate for Services (whether or not this includes items which have or normally have a fixed price), we shall not be bound by that estimate;

“Services” means any services which we have agreed to provide to you under the Contract and shall include such of the following as are provided for in our Quotation: provision of consultancy services and advice for the marketing of your property for wedding and special event hire, corporate hire events and film locations; Site Visits; ongoing marketing services (including but not limited to registration and listing on our Property Portfolio); the supply of our Toolkits; the supply of our Initial View; the supply of our Directory; the supply of any other Materials; and any other services or products as agreed with you from time to time;

“Site Visit” means a visit by us to your property for the purposes of evaluation thereof and consultation with you and the subsequent production of a Site Visit Action Plan;

“Site Visit Action Plan” means the document produced by us following a Site Visit with our recommendations for the marketing of your property based on information gathered during the Site Visit;

“Site Visit Deposit” means the sum payable immediately on receipt of our written confirmation of a Site Visit, and shall be 50% of the price quoted to you for the Site Visit, together with our estimated initial outlays, (which shall include, travel and accommodation expenses where relevant, although we will always endeavour to keep our travel and accommodation expenses as low as possible);

“Special Rate” means the price or estimated price indicated to you for provision of Services at a reduction to the standard rate in return for which [we may send you brochures and information from our Corporate Partners or Third Party Suppliers], or may contact you to arrange personal introductions to our Corporate Partners;

[“Third Party Suppliers” refers to those suppliers more particularly described in paragraph 9 of these Terms and Conditions;]

“Toolkit” refers to any one of our portfolio of proprietary information and materials packages relating to certain aspects of the exploitation of properties for commercial/public use, which includes (without limitation) the PR and Marketing Toolkit, the Corporate and Film Location Venue Hire Toolkit, the Wedding & Special Occasion Venue Hire Toolkit and the Event Trial Toolkit;

“VAT” means value added tax chargeable under Scottish or United Kingdom law for the time being and any similar additional tax;

“we”/ “us”/ “our”/ “Estate Life” means or refers to Estate Life Limited, a private limited company incorporated in Scotland (registered number SC351163) and having its registered office at 30/5 Hillside Crescent, Edinburgh, EH7 5EF;

“you/ your” means you, the customer, being the person(s) other than us who is or are party to the Contract;

1          Contract

The Terms and Conditions set out below, together with your acceptance of our Quotation, and, where relevant,, our written confirmation of a Site Visit, comprise the Contract. These Terms and Conditions shall:-

1.1       apply to and be incorporated into the Contract; and

1.2       prevail over any inconsistent terms or conditions contained, or referred to, in any quotation, order, acceptance, specification or any other document supplied by you or implied by trade custom, practice or dealing.

2          Prices and the payment of invoices:-

2.1       The Services we will supply and the amounts of and due dates for payment will be as indicated in the Quotation and confirmed by us in writing. Where you have requested a Site Visit, we will send you written confirmation of the relevant price, date and the Site Visit Deposit.

2.2       Prices are quoted exclusive of VAT.

2.3       Payment can  be made by either of the following methods:-

2.3.1.      Cheque made payable to “Estate Life Limited”; or

2.3.2.      Bank transfer to Estate Life, Royal Bank of Scotland, sort code 83-24-18, account 00761507.

2.4       Where we are supplying Services over a period longer than six months, we will review the scope of the Services we are providing and the payment arrangements with you and may, by mutual agreement with you, agree variations in the scope of the Services provided or the amount or due dates for payment which will apply to the provision of the Services by us to you from the date of review.

2.5       In consideration of the provision of our Services, you shall pay the charges as set our in our invoice. Where we are providing a Site Visit, you must pay the Site Visit Deposit upon receipt of our written confirmation and no later than the date specified or provided for in the written confirmation. We will not be bound to perform a Site Visit (or any other Services) unless and until the Site Visit Deposit is paid (if one is due) on time.

2.6       If our outlays for the Site Visit are less than estimated in the Site Visit Deposit, we will deduct the difference from the final invoice.

2.7       Invoices will be payable within 21 days of their date and, unless we have agreed alternative arrangements with you, will normally be raised within three weeks of completion of the agreed Services. VAT will be added if applicable.  If you do not make any payment by the due date  we reserve the right to cease work and, if appropriate, to terminate the Contract, or any other contract we have with you. Without prejudice to any other rights we may have, we can charge you interest on a daily basis (both before and after any decree) on the amount unpaid at the rate of 4.0% per annum above the Royal Bank of Scotland’s base lending rate from time to time from the due date until you pay in full.  You forfeit all rights to receive the Services, or any part of them, if you do not pay as agreed. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

3          Privacy, Data Protection and our Special Rate

3.1       Confidentiality is imperative to our business, and, except as otherwise provided in paragraph 3.3 below, which shall apply when you select the Special Rate, we will treat as confidential all confidential information we obtain in the course of the Contract which is specific to you and/or your business (but subject always to any legal requirements to the contrary).

3.2       Estate Life is registered under the Data Protection Act 1998 (‘DPA’), and is a Data Controller for that purpose.  Any information you provide shall be held subject to the provisions of the DPA and related legislation. We use strict security procedures in the storage, handling and disclosure of your data and information, to prevent unauthorised access. Other than as provided in paragraph 3.3 below, which shall apply when you select the Special Rate, we will not sell, rent, or otherwise disclose your personal information to any third party without your consent except where required to do so by law, or where we believe that such action is necessary to comply with the law and to protect our rights and property or that of our clients.

3.3       Where you have opted for the Special Rate for any of the Services we may also allow selected [Third Party Suppliers and] our Corporate Partners to contact you about products and services which may be of interest to you. Where we believe that it will be of value to you and to your business, we may also propose to arrange personal introductions to one or more of our Corporate Partners.  We will not arrange such introductions  without your consent. 

3.4       We reserve the right (whether or not you have selected the Special Rate) to send you communications from time to time regarding updates or changes to our Services and any technical, administrative or legal notices we consider essential. 

3.5       In terms of the DPA, we must ensure that your data is kept up to date. Please help us to fulfil this obligation by informing us of any changes in your personal details by writing to us.

4          Termination

4.1       We may terminate the Contract with immediate effect (or following such notice period as we see fit), without prejudice to any rights that have accrued under the Contract or any other of our rights or remedies, by giving] notice to you if:

4.1.1.      you fail to pay any amount due under the Contract (or any other contract with us) on the due date for payment and remain in default not less than seven days after being notified in writing to make such payment; or

4.1.2.      you commit a material breach of any term of the Contract  and (if such breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so; or

4.1.3.      you or, where you are a body corporate, any company in your group is in material breach of any agreement, other than the Contract, with us and  such breach, if capable of remedy, is not remedied within any time limit specified in such other agreement; or

4.1.4.      you suspend, or threaten to suspend, payment of your debts or are or are deemed to be, insolvent (being a company), bankrupt (being a natural person), unable to pay your debts as they fall due for payment or admits inability to pay your debts; or

4.1.5.      you commence negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or enter into any composition or arrangement with your creditors generally; or

4.1.6.      where you are a body corporate, an order is made or resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken for the winding-up, administration or dissolution (other than a members’ voluntary liquidation solely for the purpose of solvent amalgamation, reconstruction, reorganisation, dissolution, merger or consolidation) of you; or

4.1.7.      you, being an individual, become apparently insolvent; or

4.1.8.      any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, judicial factor or similar officer is appointed over, or in respect of, the other party or any part of your business or assets; or

4.1.9.      a creditor or encumbrancer of yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or

4.1.10.    you, being a partnership, become apparently insolvent; or

4.1.11.    any event occurs, or proceeding is taken, with respect you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 4.1.4 to paragraph 4.1.10 (inclusive); or

4.1.12.    you suspend or ceases, or threaten to suspend or cease, to carry on all or a substantial part of your business; or

4.1.13.    you, being an individual, die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;

4.2       Contracts, where our Services are to be provided over a period of greater than six months may be terminated either by you or by us on giving not less than 30 days’ written notice and if terminated the payment due by you will be determined by us in our sole discretion taking account of work done and costs incurred. This shall include, for the avoidance of doubt (and without limitation), registration on our Website and entry of your property into our Property Portfolio.

4.3       On termination of the Contract for any reason:

4.3.1.      You shall immediately pay all outstanding invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;

4.3.2.      The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly survive termination, shall not be affected.

4.4       On termination of the Contract (howsoever arising), the following conditions shall survive termination:

4.4.1.      paragraph 4: Termination;

4.4.2.      paragraph 7: Intellectual Property and Confidentiality;

4.4.3.      paragraph 8: Third Party Suppliers;

4.4.4.      paragraph 10: Our Liability to you; and

4.4.5.      paragraph 18: Jurisdiction

5          Delay or Suspension of Contract:

5.1       We will endeavour to provide the Services within the timescale agreed with you, but such timescales for performance shall be estimates only, and time shall not be of the essence for performance of the Services. We will not be responsible for failure or delay in carrying out the work in whole or in part due to any circumstances whatsoever beyond our reasonable control.  Any failure or delay by us in such circumstances will not be a breach of contract.

5.2       Should work in relation to the Contract be suspended at your request or delayed through any default of yours or through any change in your instructions or the specification of the Contract, we shall be entitled to payment for work already carried out and Contract Materials and/or Estate Life Standard Documents specifically provided by us.

6          Providing us with Information

You will provide us with all information necessary for the provision of the Services, and shall ensure that all information provided is accurate. We shall have no liability to you for any loss (whether direct or indirect, consequential or otherwise) which is incurred as a result of Services provided to you on the basis of information that you have supplied to us (whether or not in writing) which is or was inaccurate, misleading or incomplete.

7          Intellectual Property and Confidentiality:

7.1       As between us and you, all Intellectual Property Rights and all other rights in the Estate Life Standard Documents shall be owned by us. Your rights to make use of the same will be governed by paragraphs 7.3 to 7.5.

7.2       For the avoidance of doubt, unless otherwise agreed by you and us in writing and subject to subsisting proprietary rights of third parties we will have right to or be exclusively entitled to all Intellectual Property Rights arising from any work done by us under the Contract (and including without limitation, all such rights in any of the Contract Materials)) Your rights to make use of the same will be governed by paragraph 7.3.

7.3       Subject always to your full and proper payment to us under the Contract, we grant you a non-exclusive, non-transferable licence to use the Estate Life Standard Documents and the Contract Materials for the purposes of the proper marketing and exploitation of your property and ancillary business.

7.4       Use of the Estate Life Standard Documents for any purpose other than as set out in paragraph 7.3 is strictly prohibited and for the avoidance of doubt, you are expressly prohibited from copying, reproducing, publishing or making available to any third party in any way or in any format, the Estate Life Standard Documents  and shall not adapt, alter, modify or decompile the Estate Life Standard Documents, or remove or suppress any proprietary markings, including any trademark or copyright notice on or in the Estate Life Standard Documents.

7.5       You specifically agree that you shall indemnify us in full for any losses (including without limitation loss of profits) resulting from your breach of paragraph 7.4;

7.6       You warrant that the copyright and any other IPR in all materials which you supply to us (including but not limited to, photographs and copy about your property) is either owned by you or you have an appropriate licence to use the same and are able to grant a licence or sublicence to us to use or publish those materials for the purposes for which they are supplied.

7.7       You warrant that any materials you supply to us for publication in any medium (including without limitation, on our Website or in our brochure) shall contain nothing defamatory or which infringes the rights of any third parties or which is otherwise illegal.

7.8       You shall indemnify us in relation to all costs, damages, expenses (whether direct or indirect) incurred by us as a result of any claim by a third party (including but not limited to claims in relation to defamation or infringement intellectual property rights) arising directly or indirectly from our use, possession and/or publication of materials supplied by you.;

7.9       you shall notify us promptly of any actual, threatened or suspected infringement of any IPR in relation to any Materials produced by us under the Contract which come to your notice and, if so required by us, you shall do such things (at our expense) as we shall reasonably require to take or resist any proceedings in relation to any such infringement or claim;

7.10     the rights and obligations under this paragraph 7 shall survive the expiry or termination of this Agreement.

8          Third Party Suppliers:

Where we refer to or recommend suppliers of goods and/or services, contractors or other third party contact (“Third Party Suppliers”) (including but not limited to those organisations listed in our Directory), you acknowledge that any contract subsequently formed for the purchase of their goods and/or services shall be a contract between you and the relevant Third Party Supplier and shall be subject to the terms and conditions of the relevant Third Party Supplier. We shall have no liability whatsoever in respect of any contract, agreement or with regard to any transactions whatsoever between you and any Third Party Supplier unless otherwise provided in writing.  

9          Website:

[Use of the Estate Life website (‘Website’) including the Property Portfolio service, is subject to our user terms and conditions as detailed in our Website Terms of Use. ]

10        Regarding our liability to you:

10.1     Any Services we render will be provided in good faith using our reasonable care and skill, and so far as possible in accordance with your reasonable instructions with our making all reasonable endeavours to ensure accuracy; and provided payment in full (in so far as it has become due) under the Contract has been made. Where we provide advice relating in any way to potential earnings by your business this is a guideline only, and is in no way a guarantee of a return on your investment;

10.2     As regards our entire financial liability to you in respect of:

10.2.1.    any breach of the Contract;

10.2.2.    any use made by you of the Services, the Estate Life Standard Document or any part of them;

10.2.3.    any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Contract;

10.3     our liability will not exceed the amount paid by you to us under the Contract or, if greater, the level of our insurance cover;

10.4     all warranties, conditions or other terms implied by statute or by common law are, to the fullest extent permitted by law, excluded from the Contract;

10.5     nothing in these Terms and Conditions limits or excludes our liability (a) for death or personal injury resulting from our negligence; or (b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; and

10.6     we will not be liable to you, no matter how your claim may arise, for any loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party), costs, expenses or other claims for consequential compensation whatsoever arising out of the subject matter of the Contract or your use of any reports, service or information provided under the Contract.

11        Variation:

11.1     We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that the such changes do not materially affect the nature, scope of, or the charges for the Services;

11.2     Subject to paragraph 11.1, no variation of the Contract or these Terms and Conditions shall be valid unless it is in writing and signed by our authorised representative.

12        Waiver:

12.1     A waiver of any of our rights under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy;

12.2     Unless specifically provided otherwise, rights arising under the Contract are cumulative, and do not exclude rights provided by law.

13        Severance:

13.1     If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the fullest extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

13.2     If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14        Whole Agreement

The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. You acknowledge that, in entering into the Contract, you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (howsoever made).

15        Assignation:

15.1     You shall not, without our prior written consent assign, transfer, subcontract or deal in any manner with all or any of your rights or obligations under the Contract.

15.2     We may at any time assign, transfer, subcontract or deal in any manner with all or any of our rights under the Contract.

16        No Partnership:

Nothing in the Contract shall be deemed to constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as the agent for, or to bind, the other party in any way.

17        Notice:

Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first class post, recorded delivery or by commercial courier::

In the case of a notice to be given to us, to:

Estate Life Limited

30/5 Hillside Crescent

Edinburgh

EH7 5EF;

 

In the case of a notice to be given to you, to the correspondence address last notified to us.

 

A notice shall be deemed to have been duly delivered if delivered personally, when left at the address or, if sent by pre-paid first class post or recorded delivery, at 9.00am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

 

18        Jurisdiction:

The Contract, 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) will be subject to Scots law and we and you both submit to the exclusive jurisdiction of the Scottish Courts.