Terms and conditions of business.

These Terms and Conditions, referred to as the Terms, set out the basis on which Property Momentum Limited, referred to as Property Momentum, we, us or our, will provide works, services, labour, materials, equipment or related project services to the person or organisation instructing us, referred to as you or the Client.

The contract between us will comprise, in descending order of priority:

1. any formal building contract or project-specific agreement signed by both parties;
2. any subsequent written variation or amendment agreed by both parties;
3. our accepted quotation, proposal, scope of works, work order or payment schedule;
4. these Terms; and
5. any purchase order or written instruction accepted by us.

Where the parties enter into a formal building contract, including a JCT, NEC or other project-specific agreement, that contract will take precedence over these Terms where there is any inconsistency. These Terms will apply only to the extent that they are incorporated into, or are not inconsistent with, that formal contract.

Terms printed on or incorporated into a Client purchase order, procurement portal, supplier-registration document or other Client document will not apply unless we expressly accept them in writing. Our acceptance of a purchase order number, site instruction or access request does not by itself constitute acceptance of additional Client terms.

A contract is formed when:

1. you accept our quotation or proposal in writing;
2. we confirm acceptance of your instruction in writing;
3. you issue a purchase order or work order which we accept;
4. you pay a requested deposit or mobilisation payment; or
5. we commence work at your request or with your knowledge and consent.

By requesting or permitting work to commence, you agree to be bound by the applicable contract documents.

Bookings, work instructions and changes to the scope should be made in writing, including by email. Where urgent or verbal instructions are given, we may request written confirmation. We may nevertheless rely on verbal instructions where it is reasonable to do so, particularly for emergency, make-safe or time-sensitive work.

You are responsible for ensuring that anyone instructing us on your behalf has authority to:

1. bind the Client;
2. authorise the work;
3. approve variations;
4. accept delivery;
5. confirm completion; and
6. receive notices and invoices.

We accept payment by bank transfer only. We do not request or retain credit or debit card details.

Unless stated otherwise, a quotation will remain open for acceptance for 30 days from its date. After that period, we may withdraw or revise it to reflect changes in labour, materials, availability, taxation or programme.

A quotation is based on the information available to us at the time, including any:

1. drawings;
2. specifications;
3. schedules of work;
4. measurements;
5. surveys;
6. photographs;
7. access information;
8. verbal descriptions; and
9. site inspections.

If the information supplied to us is incomplete, inaccurate or subsequently changed, we may revise the scope, price and programme.

Unless expressly stated otherwise, our quotation does not include:

1. planning permission;
2. listed-building consent;
3. building-control fees;
4. HMO, selective or other licensing fees;
5. party-wall matters;
6. freeholder, landlord or superior-landlord consent;
7. structural-engineering services;
8. architectural or design services;
9. specialist consultant fees;
10. utility-company charges;
11. statutory application fees;
12. asbestos surveys or asbestos removal;
13. removal of hazardous or contaminated materials;
14. specialist investigation of concealed conditions;
15. rectification of pre-existing defects;
16. parking, congestion, toll or access charges unless expressly included;
17. out-of-hours work unless expressly included; or
18. work that could not reasonably have been identified before commencement.

Quantities and measurements contained in a quotation may be provisional where they have not been established by a full intrusive survey. The final price may be adjusted where actual quantities differ materially from those reasonably assumed.

Product descriptions, photographs, samples and illustrations are indicative only. Minor variations in colour, grain, finish, dimensions or appearance may occur between products and batches.

Where a specified product becomes unavailable, discontinued or subject to unreasonable delay, we may propose a reasonably equivalent alternative. No material substitution affecting appearance, function or value will be made without Client approval where approval can reasonably be obtained.

We will carry out the agreed work with reasonable care and skill.

Unless expressly agreed otherwise, we may use suitably experienced employees, operatives, consultants and subcontractors to carry out all or part of the work. We remain responsible for work performed on our behalf, subject to the contract and these Terms.

We will comply with applicable health and safety requirements and may establish:

1. controlled working areas;
2. access restrictions;
3. permit procedures;
4. isolation requirements;
5. welfare requirements;
6. resident or guest-management arrangements; and
7. other reasonable site controls.

We may stop or refuse work where continuing would be unsafe, unlawful, contrary to professional advice or likely to cause material damage.

Where work includes opening up, drilling, cutting, excavation, removal of finishes or access to concealed areas, we cannot guarantee the location or condition of hidden:

1. pipes;
2. cables;
3. ducts;
4. drainage;
5. structural components;
6. waterproofing;
7. hazardous materials;
8. previous alterations; or
9. other concealed elements.

We will use reasonable care when undertaking intrusive work but will not be responsible for damage arising from:

1. incorrectly recorded or unidentified services;
2. concealed defects;
3. defective existing installations;
4. undocumented alterations;
5. inadequate existing construction;
6. inaccurate plans or surveys; or
7. information that was withheld or not made available to us,

unless the damage results directly from our failure to exercise reasonable care and skill.

If we discover asbestos, contamination, infestation, structural instability, unsafe services or another hazardous condition, we may:

1. stop work immediately;
2. isolate or make safe the affected area;
3. require specialist investigation or removal;
4. revise the method of work;
5. extend the programme; and
6. charge reasonable additional costs.

Unless expressly included in our original scope, such investigation, specialist work, delay and remobilisation will be treated as additional work.

We may take photographs, videos and other job records for:

1. operational management;
2. progress reporting;
3. quality assurance;
4. compliance;
5. valuation and invoicing;
6. evidential purposes;
7. warranty administration; and
8. dispute resolution.

We will not use identifiable photographs of private premises or occupants for public marketing without appropriate permission.

You must:

1. provide clear, timely and safe access to the premises;
2. provide electricity, water, lighting and welfare facilities reasonably required to carry out the work;
3. ensure the working area is reasonably clear of possessions and obstructions;
4. provide accurate information regarding the property, existing services and known hazards;
5. disclose known asbestos, structural, electrical, gas, water, drainage, infestation or contamination issues;
6. provide relevant surveys, drawings, specifications and compliance information;
7. obtain all permissions, licences and consents for which you are responsible;
8. provide timely decisions, selections and approvals;
9. ensure Client-supplied products and materials are suitable, compliant and safe;
10. cooperate with health and safety requirements;
11. protect completed work after handover or release of the relevant area; and
12. ensure that anyone acting on your behalf complies with these obligations.

You must ensure that children, pets, residents, guests, employees, customers and other occupants are kept away from controlled working areas where reasonably required.

You are responsible for the accuracy and adequacy of any design, specification, measurement, drawing or instruction supplied by you or on your behalf.

Where you provide products or materials:

1. you are responsible for their suitability, quality, quantity and compliance;
2. we are not responsible for manufacturer defects, shortages or incompatibility;
3. delays or additional labour caused by defective or unsuitable materials may be charged;
4. our guarantee will apply only to our workmanship and not to the product itself; and
5. replacement or reinstallation will be chargeable unless the issue was caused by our workmanship.

If access, information, approvals, utilities, welfare or safe working conditions are not provided, we may:

1. suspend or rearrange the work;
2. extend the programme;
3. charge a call-out or aborted-visit fee;
4. charge standing time;
5. recover storage costs;
6. recover demobilisation and remobilisation costs; and
7. recover other reasonable costs resulting from the failure.

You are responsible for ensuring suitable parking and access arrangements are available for our team for the duration of the work. Where free or designated parking is not available, you must reimburse reasonable:

1. parking charges;
2. parking permits;
3. congestion charges;
4. tolls;
5. loading fees; and
6. access charges

incurred in carrying out the work.

You will also be responsible for penalty charges or additional costs where they arise directly because:

1. applicable restrictions were not disclosed to us;
2. a promised permit or authorised parking space was not provided;
3. access or parking instructions supplied by you were incorrect; or
4. we were directed by you or your authorised representative to park or access the site in a particular manner.

We will take reasonable steps to avoid unnecessary charges and penalties.

We may provide an estimated commencement date, attendance time and anticipated duration. Unless expressly stated to be a fixed contractual date, dates and durations are estimates and not guarantees.

We will use reasonable efforts to commence and complete the work within the anticipated programme.

We are not responsible for delay or failure caused by circumstances outside our reasonable control, including:

1. adverse weather;
2. traffic or transport disruption;
3. labour shortages;
4. illness or absence;
5. material, plant or equipment shortages;
6. supplier or manufacturer delay;
7. utility-company action;
8. statutory-authority delay;
9. restrictions imposed by a landlord, occupier or third party;
10. undisclosed site conditions;
11. asbestos or hazardous materials;
12. infestation;
13. delayed access, information, approval or payment;
14. industrial action;
15. fire, flood or emergency;
16. changes in law or regulation;
17. civil disturbance;
18. restrictions affecting safe or lawful performance; or
19. any other event outside our reasonable control.

Where delay results from an act, omission, instruction or breach by the Client or anyone acting on the Client's behalf, we may:

1. extend the programme;
2. revise sequencing;
3. reallocate labour;
4. suspend work; and
5. charge reasonable additional costs.

Such costs may include standing time, storage, protection, abortive work, increased material prices, prolongation, demobilisation and remobilisation.

If an event outside our reasonable control materially prevents performance, we will notify you as soon as reasonably practicable. If that event continues for more than four weeks, either party may terminate the affected work by written notice. You will remain responsible for:

1. work completed;
2. materials ordered;
3. supplier and subcontractor commitments;
4. protection and storage costs; and
5. reasonable demobilisation costs.

A variation is any change to the agreed scope, quantity, specification, method, sequencing or programme.

A variation may arise from:

1. a Client instruction;
2. a change in design, specification, quantity or finish;
3. inaccurate or incomplete information;
4. unforeseen or concealed conditions;
5. statutory or regulatory requirements;
6. unavailable or discontinued materials;
7. work required to make an installation safe;
8. additional work required to complete the instructed scope properly;
9. instructions from an authorised Client representative;
10. delay or disruption caused by the Client or a third party; or
11. work requested by an occupier, consultant, contract administrator or property manager acting with apparent authority.

Where reasonably practicable, we will provide the price or charging basis for a variation before carrying it out.

Where the final cost cannot reasonably be established in advance, the variation may be carried out on the basis of:

1. agreed hourly or daily labour rates;
2. materials and plant used;
3. subcontractor costs;
4. reasonable management and attendance costs; and
5. any other agreed charging basis.

Where immediate action is reasonably required to:

1. protect people;
2. protect property;
3. prevent further damage;
4. maintain safety or compliance;
5. prevent a service failure;
6. avoid disproportionate delay; or
7. secure the premises,

we may carry out the reasonably necessary work without first obtaining a formally signed variation. We will notify the Client as soon as reasonably practicable.

Instructions given by a person reasonably appearing to be the Client's authorised representative may be treated as Client instructions unless you have notified us otherwise in writing.

Prices will be confirmed in writing before commencement wherever reasonably practicable.

Our quotation will state whether the price includes:

1. labour;
2. materials;
3. plant and equipment;
4. waste removal;
5. professional or statutory fees; and
6. VAT.

Unless expressly stated otherwise:

1. prices quoted to business Clients are exclusive of VAT;
2. VAT will be charged at the applicable rate; and
3. consumer prices will be presented inclusive of VAT where required by law.

Where the domestic reverse charge, Construction Industry Scheme or another tax treatment applies, each party must provide the information reasonably required to apply the correct treatment. We may correct an invoice where its tax treatment was based on incomplete or inaccurate information.

Where a price is expressly described as an estimate, it is not a fixed price. We will notify you if it becomes reasonably apparent that the estimate is likely to be materially exceeded.

Where work is carried out on an hourly or daily rate, the applicable rate and charging basis will be confirmed in writing. Unless expressly agreed otherwise:

1. we do not offer half-hourly labour rates;
2. a call-out carries a minimum charge of one hour; and
3. a day rate is charged for the agreed working day rather than in hourly fractions.

For fixed-price work, you will be charged:

1. the agreed amount for the stated scope;
2. materials expressly excluded from the quotation;
3. agreed or properly instructed variations; and
4. additional costs arising under these Terms.

We may require a:

1. deposit;
2. mobilisation payment;
3. material payment;
4. design payment; or
5. other advance payment

before commencing work, allocating labour or ordering materials. Work and procurement may not commence until the required payment has cleared.

Unless otherwise agreed in writing, invoices are payable within seven days of issue by bank transfer.

Longer-term, project-based or higher-value work may be invoiced through:

1. deposits;
2. mobilisation payments;
3. staged or milestone invoices;
4. interim valuations;
5. applications for payment;
6. completion invoices;
7. variation invoices; and
8. retention-release invoices.

The applicable basis will be stated in the quotation, contract or payment schedule.

No retention may be withheld unless:

1. it has been expressly agreed in writing before commencement;
2. the percentage or amount is stated;
3. the release dates or conditions are stated; and
4. the retention is administered in accordance with the applicable contract and law.

You must notify us promptly of any genuine invoice query and provide sufficient information to allow it to be investigated. Where reasonably possible, an invoice query should be raised before the payment due date.

A dispute concerning one part of an invoice does not entitle a business Client to withhold payment of the undisputed amount.

Except where permitted by applicable law or a formal project contract, the Client may not unilaterally:

1. credit an invoice;
2. write off an amount;
3. deduct alleged remedial costs;
4. impose a discount;
5. set off an unrelated claim; or
6. withhold payment because of an alleged defect

unless:

1. the adjustment has been agreed by us in writing;
2. the Client has a legal or contractual right to make the adjustment and has complied with all applicable notice requirements; or
3. the amount has been determined through an applicable dispute-resolution process.

Where the Housing Grants, Construction and Regeneration Act 1996 applies, nothing in these Terms limits either party's statutory rights and obligations regarding:

1. payment notices;
2. pay-less notices;
3. notified sums;
4. suspension for non-payment; or
5. adjudication.

Any proposed deduction must comply with the applicable contract and statutory notice requirements.

Where the Client is acting for business purposes, we may charge statutory interest on overdue commercial debts at the applicable rate, together with fixed compensation and reasonable debt-recovery costs.

Where the Client is a consumer, we may charge interest on overdue undisputed amounts at 4% above the Bank of England base rate, calculated daily, to the extent permitted by law.

We may suspend work, withhold further attendance, delay handover of non-essential documentation or decline additional instructions while an undisputed invoice remains overdue. Any resulting programme extension, remobilisation or reasonable additional cost will be the Client's responsibility.

We may recover reasonable legal, collection and enforcement costs incurred in recovering overdue sums, to the extent permitted by law.

We will notify you when the work, or a defined stage of it, is considered complete.

Where the work is governed by a formal building contract, Practical Completion, completion and certification will be determined in accordance with that contract.

You must inspect the work within a reasonable period and notify us promptly in writing of any apparent:

1. incomplete item;
2. defect;
3. damage; or
4. snagging item.

A notification should identify:

1. the affected area;
2. the nature of the issue;
3. when it was first observed;
4. any relevant events or third-party activity; and
5. supporting photographs or video where reasonably available.

We will assess notified items and, where they fall within our scope and responsibility, arrange reasonable remedial work.

Minor snagging that does not prevent reasonable use, occupation or operation will not, by itself:

1. prevent completion;
2. entitle the Client to reject all of the work; or
3. justify withholding the whole of an invoice.

Where only part of the work is affected, any reasonable deduction or remedial assessment must be proportionate to the affected item and not the entire contract value.

Nothing in this section affects statutory rights or the workmanship guarantee below.

Subject to these Terms, our workmanship is guaranteed for 12 months from the date of completion.

The workmanship guarantee applies to defects arising directly from our failure to carry out the agreed work with reasonable care and skill.

Where a product or material carries a manufacturer's warranty:

1. the manufacturer's terms, exclusions and claims procedure will apply;
2. we do not provide an additional product warranty beyond rights applying under law;
3. the manufacturer may require inspection, testing or product evidence; and
4. we will provide reasonable assistance with a valid manufacturer claim.

The workmanship guarantee does not cover:

1. fair wear and tear;
2. accidental or deliberate damage;
3. misuse, neglect or inadequate maintenance;
4. alteration or interference by the Client or a third party;
5. failure to follow our instructions or manufacturer guidance;
6. Client-supplied products or materials;
7. manufacturer or product defects;
8. pre-existing faults or defects;
9. movement, settlement, moisture or structural issues outside our scope;
10. infestation or contamination outside our scope;
11. consequential faults arising elsewhere in an existing system;
12. consumable items;
13. work identified as temporary or make-safe work;
14. damage caused by abnormal or unauthorised use;
15. damage caused by early use before curing or drying is complete;
16. damage caused by unsuitable cleaning products or methods;
17. damage caused by temporary coverings, adhesives or finishes applied by others; or
18. drain unblocking and similar clearance work, which carries a 10-day workmanship guarantee only.

Where we repair, replace or work on part of a wider existing system, including plumbing, heating, drainage, electrical or mechanical installations, pre-existing weaknesses may become apparent when the system is returned to operation. We are not responsible for secondary faults, leaks, failures or damage arising from:

1. pre-existing wear;
2. corrosion;
3. defective components;
4. poor historic installation;
5. inadequate maintenance; or
6. defects elsewhere in the system,

unless caused directly by our workmanship.

You must notify us of a potential warranty issue promptly and provide:

1. the job or invoice reference;
2. a clear description of the issue;
3. the date it was first observed;
4. photographs or video where reasonably available;
5. details of any use, cleaning, covering or third-party work affecting the area; and
6. reasonable access for investigation.

Before engaging another contractor to investigate, alter, remove or remedy work alleged to be defective, the Client must:

1. notify us promptly in writing;
2. provide reasonable supporting evidence;
3. preserve the affected work so far as reasonably practicable;
4. provide reasonable access; and
5. give us a reasonable opportunity to inspect and, where the claim is valid, undertake appropriate remedial work.

Except in a genuine emergency involving an immediate risk to people or property, we will not be responsible for third-party investigation or remedial costs incurred without first being given the opportunity described in clause 9.7.

Where immediate third-party action is reasonably necessary to make a situation safe, the Client must:

1. notify us as soon as reasonably possible;
2. limit the action to what is reasonably necessary;
3. preserve photographs and other evidence;
4. retain removed components or samples where practical; and
5. provide itemised invoices and reports.

We may inspect, test and investigate the issue before accepting a warranty claim. The existence of an allegation, photograph or third-party opinion will not by itself determine responsibility.

If the claim is valid, we will undertake appropriate remedial work within a reasonable period at no additional labour cost. Our reasonable opportunity to remedy will be the primary contractual remedy, subject to statutory rights.

If the claim is not covered by our guarantee, including because it:

1. falls within an exclusion;
2. was caused by a third party;
3. concerns a manufacturer defect;
4. concerns pre-existing work; or
5. cannot reasonably be attributed to our workmanship,

we may charge for attendance, investigation, testing, labour, materials and reports. We will explain the basis of the charge.

Following remedial attendance, the Client must inspect the affected work and notify us of any remaining apparent issue within five working days. If no issue is notified within that period, the remedial attendance will be treated as complete in respect of visible defects. This does not affect rights concerning a latent defect that could not reasonably have been identified during the inspection period.

Subject to applicable statutory rights, the contractual workmanship guarantee may be suspended while an undisputed invoice relating to the work remains overdue.

Extended warranties may be available for an additional charge and will apply only where expressly confirmed in writing.

This guarantee is additional to, and does not replace, statutory rights available to a consumer.

Where work is carried out in a live, occupied, public-facing or operational environment, the Client must cooperate with reasonable arrangements for:

1. phasing;
2. access;
3. segregation;
4. temporary closure;
5. noise control;
6. dust control;
7. guest, resident, employee or customer management;
8. protection of completed work; and
9. curing, drying or commissioning periods.

The Client is responsible for ensuring that its employees, contractors, residents, customers, guests and other users comply with notified:

1. access restrictions;
2. curing periods;
3. loading restrictions;
4. protection measures;
5. maintenance instructions; and
6. temporary operating arrangements.

We are not responsible for marking, damage, premature wear or deterioration caused by:

1. use before materials have cured, dried or set;
2. excessive or abnormal traffic;
3. impact or movement of furniture, equipment or plant;
4. events or operational activity;
5. temporary coverings;
6. vinyl, tapes, adhesives or protective products applied by others;
7. unsuitable cleaning chemicals or machinery;
8. water ingress or contamination from another source;
9. alteration or repair by another contractor; or
10. failure to protect the completed work.

Where reasonably requested in connection with a defect investigation, the Client must provide information concerning:

1. events or operational use;
2. cleaning and maintenance;
3. coverings or adhesives;
4. third-party access;
5. subsequent works; and
6. incidents affecting the area after completion.

The Client must not permit an affected area to remain in use where continued use is likely to worsen an alleged defect or increase the cost of repair. We will not be responsible for avoidable additional damage caused by continued use after the issue should reasonably have been isolated or reported.

You may cancel or rearrange a booked attendance without charge by giving at least 24 hours' written notice.

Where less than 24 hours' notice is provided, we may charge £125 or the separately agreed call-out rate to cover reasonable scheduling, administration and resource costs.

If special-order, bespoke or non-returnable materials have been purchased, you will be responsible for:

1. their cost;
2. supplier cancellation fees;
3. restocking charges;
4. delivery charges; and
5. return charges.

Once paid for in full, the materials will be made available to you.

If we have already attended the premises, a minimum charge of one hour's labour or the agreed call-out charge will apply.

If work has commenced, you will be responsible for:

1. work completed up to cancellation;
2. materials used or ordered;
3. supplier and subcontractor commitments;
4. reasonable protection and storage;
5. demobilisation costs; and
6. other reasonable losses resulting from cancellation.

For longer-term or project-based work, deposits and milestone payments may be retained only to the extent required to cover:

1. work performed;
2. materials ordered;
3. commitments entered into;
4. administration;
5. demobilisation; and
6. reasonable losses resulting from cancellation.

Where you fail to provide access or the conditions necessary to carry out the work, a call-out or aborted-visit fee may apply.

This section is subject to the statutory consumer cancellation rights described in section 17.

We may suspend or terminate the work by written notice where:

1. an undisputed payment is overdue;
2. you materially breach the contract or these Terms;
3. safe or lawful access is unavailable;
4. required information, approvals or cooperation are not provided;
5. you instruct us to undertake unsafe, unlawful or non-compliant work;
6. our personnel are subjected to threatening, abusive or unsafe conduct;
7. you become insolvent or appear unable to pay amounts falling due;
8. an event outside our reasonable control prevents continued performance;
9. continuing would place people, property or our legal obligations at unreasonable risk; or
10. a required deposit or payment is not made.

Before termination for a remediable breach, we will normally provide a reasonable opportunity to remedy the breach, except where immediate suspension or termination is justified by safety, illegality, insolvency or serious misconduct.

If we terminate before commencement for reasons not caused by you, we will refund payments relating to work not performed and materials not ordered.

If we suspend or terminate because of your breach, you remain responsible for:

1. work completed;
2. materials ordered;
3. supplier and subcontractor commitments;
4. storage and protection;
5. demobilisation;
6. loss of booked labour; and
7. other reasonable resulting costs.

Suspension does not waive our right to recover overdue amounts or other losses.

Legal ownership of unfixed materials supplied by us will not transfer to you until we have received payment in full for those materials.

Risk in materials delivered to the premises will pass to you on delivery, except where loss or damage is caused by our negligence.

You must take reasonable steps to keep delivered materials secure and protected from:

1. theft;
2. weather;
3. contamination;
4. misuse;
5. third-party interference; and
6. damage by occupants or other contractors.

Where materials have been incorporated into the property, this section does not give us the right to remove them unlawfully or cause damage to the property.

Surplus standard materials remain our property unless:

1. they were separately itemised and paid for by the Client;
2. the quotation expressly provides otherwise; or
3. ownership is required to transfer under the applicable contract.

We are responsible for carrying out the agreed work with reasonable care and skill.

We will make good direct physical damage to your property caused by our negligence, subject to the remaining provisions of this section.

We are not responsible for:

1. pre-existing damage, wear or defects;
2. concealed or incorrectly identified services;
3. defects in designs, specifications, instructions or materials supplied by the Client or a third party;
4. loss caused by failure to follow our advice;
5. damage resulting from unauthorised interference;
6. loss that could reasonably have been reduced or avoided;
7. damage caused by continued use after an issue should have been reported or isolated;
8. matters expressly excluded from our scope; or
9. third-party costs incurred without giving us a reasonable opportunity to inspect and remedy, except in a genuine emergency.

Where the Client is acting wholly or mainly for business purposes, we will not be liable for:

1. loss of profit;
2. loss of revenue;
3. loss of business;
4. loss of anticipated savings;
5. loss of contract;
6. loss of opportunity;
7. loss of goodwill or reputation;
8. loss or corruption of data; or
9. indirect or consequential loss.

Subject to clause 14.7, our total aggregate liability arising from or connected with a contract with a business Client will not exceed the total amount paid or payable to us under the contract giving rise to the claim.

Where the Client is a consumer, we are responsible for loss or damage that is a foreseeable result of our breach of contract or failure to exercise reasonable care and skill. We are not responsible for business losses where the work was supplied wholly or mainly for private domestic purposes.

Nothing in these Terms excludes or limits liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of obligations relating to legal title to goods;
4. deliberate default; or
5. any liability that cannot lawfully be excluded or limited.

Each limitation and exclusion in this section applies only to the extent permitted by law and, where applicable, subject to the statutory requirement of reasonableness.

Unless otherwise agreed in writing, we retain ownership of intellectual property created or supplied by us, including:

1. quotations;
2. pricing structures;
3. methodologies;
4. programmes;
5. templates;
6. reports;
7. drawings;
8. photographs;
9. software outputs;
10. workflows; and
11. project-management materials.

Once all applicable invoices have been paid, the Client may use project-specific documents for the operation, maintenance and lawful use of the relevant property or project. The Client may not reproduce, commercialise or use our materials for another project without written permission.

Each party must keep commercially sensitive information received from the other confidential except where disclosure is reasonably required to:

1. perform the contract;
2. obtain professional advice;
3. secure finance or insurance;
4. comply with a legal obligation; or
5. pursue or defend a legal claim.

We may retain project records for legal, accounting, insurance, warranty, operational and compliance purposes.

We may use personal information to:

1. administer enquiries and instructions;
2. carry out and manage the work;
3. communicate with Clients, occupants and stakeholders;
4. arrange access and appointments;
5. process invoices and payments;
6. maintain operational and compliance records;
7. administer warranty claims;
8. investigate complaints and disputes; and
9. comply with legal and regulatory obligations.

Personal information will be processed in accordance with our Privacy Policy, the UK GDPR and the Data Protection Act 2018.

We may share relevant information with:

1. employees;
2. subcontractors;
3. consultants;
4. suppliers;
5. professional advisers;
6. insurers;
7. software and payment providers;
8. statutory authorities; and
9. other parties

where reasonably necessary to carry out the work or comply with the law.

This section applies only where you are an individual acting wholly or mainly outside your trade, business, craft or profession.

Nothing in these Terms restricts statutory rights under the Consumer Rights Act 2015 or other mandatory consumer-protection legislation.

Where a contract is concluded at a distance, including by telephone, email or online, or away from our business premises, you may have a statutory right to cancel within 14 days without giving a reason.

Where required by law, we will provide the applicable pre-contract cancellation information and cancellation form.

If you ask us to commence work during the statutory cancellation period, we may require your express written request. If you then cancel after work has started, you may be required to pay a proportionate amount for work properly performed up to cancellation.

Where the service has been fully performed during the cancellation period following your express request and acknowledgement, the statutory right to cancel may end once the service has been completed.

Special rules may apply where a consumer specifically requests urgent repair or maintenance work. Any statutory exception will apply only to the urgent work specifically requested and not necessarily to additional work, products or services.

The contractual cancellation charges in section 11 will apply to consumers only to the extent that they are fair, proportionate and permitted by law.

If you are dissatisfied with our work or service, you must contact us as soon as reasonably practicable and provide:

1. the property or project address;
2. the relevant job or invoice reference;
3. a clear description of the issue;
4. the date it was first identified;
5. supporting photographs or documents; and
6. details of any third-party work or use affecting the area.

The Client must take reasonable steps to preserve relevant evidence and mitigate avoidable loss.

Both parties will use reasonable efforts to resolve disputes promptly and in good faith.

Where appropriate, the parties may agree to:

1. a joint inspection;
2. an independent expert review;
3. mediation; or
4. another form of Alternative Dispute Resolution

before commencing formal court proceedings.

Where the Housing Grants, Construction and Regeneration Act 1996 applies, nothing in these Terms limits either party's statutory right to refer a dispute to adjudication at any time.

Participation in a complaint, inspection, negotiation or remedial process does not constitute an admission of liability.

We may assign, subcontract or transfer our rights and obligations under the contract to another suitably capable entity. Where you are a consumer, we will not do so where this would reduce your contractual or statutory rights. You may not transfer your rights or obligations without our prior written consent.

The contract is between you and Property Momentum Limited. Except where expressly stated, no other person has a right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

Each provision of these Terms operates separately. If any provision is found to be unlawful, invalid or unenforceable, the remaining provisions will continue in effect.

A failure or delay in exercising a right does not waive that right. A waiver will be effective only where confirmed in writing.

Where the Client is acting in the course of business, the applicable contract documents constitute the entire agreement between the parties regarding the relevant work. The Client acknowledges that it has not relied upon a statement not contained in those documents. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

Formal notices must be given in writing and may be delivered by:

1. email to the address used for the relevant project;
2. recorded post to the registered office or notified business address; or
3. another method expressly agreed in writing.

Acceptance by email, electronic signature, procurement portal, digital work order or other recorded electronic method will be treated as written acceptance.

These Terms and the contract are governed by the laws of England and Wales. Subject to any statutory right to adjudication, the courts of England and Wales will have exclusive jurisdiction. Where the Client is a consumer resident in Scotland or Northern Ireland, the Client may also bring proceedings in the courts of the jurisdiction in which they reside.