Terms

AGREEMENT

1.1 Building Contract: We will complete the Building Work for you subject to the terms of this Building Contract which is made up of the following parts:

  • These Terms.
  • The Delivery and Payment Schedule attached as Schedule A (which sets out the building milestones, the Price, your payment obligations at each milestone and any Start Conditions (which are things that must be completed before we can begin the Building Work).
  • The Scope of Work attached as Schedule B (which includes any Plans and Specifications or references to them).

1.2 Definitions: The definitions used in this Building Contract are set out in clause 21.

1.3 Ambiguity: If there is any ambiguity or conflict between any two or more clauses in this Building Contract, the term in the part of this Building Contract listed higher in the above list shall prevail over a term listed in a lower part. For example, if a term in these Terms is different than a term in the Scope of Work, the term in these Terms would apply.

RESIDENTIAL CONSUMER RIGHTS AND REMEDIES

2.1 Rights and remedies: This Building Contract is subject to the consumer rights and remedies set out in the current Consumer Rights Act.

2.2 Pre-contract disclosure: Prior to signing this Building Contract, you should review the disclosure information and checklist attached as Schedule C which you acknowledge you have received.

QUALITY OF THE BUILDING WORK

3.1 Building Work: We will undertake the Building Work:

  • In a proper and competent manner
  • In accordance with the Plans and Specifications.
  • In accordance with any Consent.
  • With reasonable care and skill.
  • In accordance with, and complying with, all laws and legal requirements, including, without limitation, the current Building Regulations Act and any regulations made pursuant to that Act.
  • So that it will be suitable for occupation upon Practical Completion; and
  • So that, if this Building Contract (e.g. in the Scope of Work) states the particular purpose for which the Building Work is required, or the result you want the Building Work to achieve, so as to show that you rely on our skill and judgement, it will:

Be reasonably fit for that purpose; or Be of such a nature and quality that they might reasonably be expected to achieve that result.

3.2 Materials: We will ensure that all materials supplied for use in the Building Work (other than material supplied by you):

  • Will be suitable for the purpose for which they will be used; and
  • Unless otherwise stated in this Building Contract, will be new.
  • If this Building Contract states the particular purpose for which the Building Work is required, or the result you want the Building Work to achieve, so as to show that you rely on our skill and judgement, will:

(i) Be reasonably fit for that purpose; or

(ii) Be of such a nature and quality that they might reasonably be expected to achieve that result.

3.3 Architect and engineers: Where you have supplied us with the Plans and Specifications, we rely on the accuracy of those Plans and Specifications and any defects in the design are the responsibility of your architect and engineers.

TIME TO COMPLETE

4.1 Time to complete: We will complete the Building Work within a reasonable time.

4.2 Delays outside our reasonable control: We may be delayed by events outside our reasonable control such as labour disputes, unavailability of materials, delays in obtaining a Consent, fire, natural disasters, Acts of God, force majeure, unfavourable weather, interference by other parties, unforeseen ground or site conditions, changes in law, unforeseen utilities, and any direct or indirect effects of the Covid-19 pandemic including procurement delays, manufacturing delays, or labour shortages. We are not responsible for any such delays.

4.3 Changes to schedule: We may adjust the schedule as needed to complete the Building Work efficiently. We will use reasonable efforts to keep you informed of any changes.

4.4 Programmes: All construction programmes, milestone dates, and estimated completion dates we provide are indicative guides only.

4.5 Extension of time: If we are delayed by events outside our reasonable control, the estimated completion and milestone dates will be extended by the length of the delay. We will notify you as soon as reasonably practical and advise the adjusted dates. Any additional Cost resulting from the delay will be treated as a Variation.

4.6 Start Date Conditions: If Start Date Conditions are listed in the Delivery and Payment Schedule, the responsible party must use reasonable endeavours to meet them before the Start Date. We are not required to provide any goods or services listed in Schedule B before the 14-day cancellation period in clause 16.1(c) ends. If you want us to provide them earlier, you must confirm this in writing and accept that you may still need to pay even if you cancel later under clause 16.3(a).

4.7 Consent conditions: If a Consent issued after signing this Building Contract includes conditions requiring a Variation, we will notify you within 5 working days of receiving the Consent. We will identify:

  • The building work required for the Variation;
  • The effect on the Price, if any;
  • The effect on the estimated Practical Completion date, if any.

4.8 Access: You must provide uninterrupted access to the Site from the Start Date until we hand the Site back under clause 6.4, and thereafter as needed to remedy defects. If access to neighbouring property is required, you must obtain the owner’s consent.

PAYMENTS

5.1 Price: You must pay the Price in instalments as outlined in the Delivery and Payment Schedule.

5.2 Deposit: Any deposit you have paid will be applied against the Price. We may retain the deposit if this Building Contract is cancelled due to your default (non-refundable, subject to clause 16).

5.3 Payment Claims: We will issue Payment Claims at the times or stages stated in the Delivery and Payment Schedule. Each Payment Claim will:

  • Be in writing;
  • Contain sufficient details to show it relates to this Building Contract;
  • Identify the Building Work and the relevant period covered;
  • State the claimed amount, how it is calculated, and the due date for payment;
  • If it is the Final Account, state all outstanding amounts and be marked “Final Account”.

5.4 Final Account: Local Authority processing times are outside our control, so the Final Account is not dependent on the Building Regulations Completion Certificate being issued. We are not required to arrange inspections, producer statements, or a Building Regulations Completion Certificate until the Final Account is paid in full. The Final Account may include additional expenses that arise afterward, and you must pay these within 5 working days of receiving the invoice.

5.5 Payment schedules: Within 5 working days of receiving a Payment Claim or Final Account, you must either:

  • Pay the claimed amount; or
  • Provide a written payment schedule stating:
    • The Payment Claim it relates to;
    • The amount you believe we are entitled to be paid;
    • How you calculated that amount;
    • Your reasons for any difference between your amount and the claimed amount;
    • Your reasons for withholding payment, if applicable.

5.6 Failure to provide payment schedule: If you do not provide a payment schedule within the required timeframe, you must pay the full amount claimed.

  • Suspension for Non-Payment: If any amount is unpaid by the due date, we may suspend work after giving 2 working days’ notice. You must pay, as a Variation, the Costs we incur due to the suspension.
  • Interest for Late Payment: We may charge interest at 8% under the current Late Payment of Commercial Debt (Interest) Act on any overdue amount.
  • Payment Method: All payments must be made by direct credit to our nominated bank account.
  • Provisional sums: The Price may include provisional sums—estimated amounts for work or materials where the full scope is not yet known. Once actual Costs are known, the provisional sum will be adjusted as a Variation following the process in clause 8.
  • Payment to a Subcontractor: You must not pay Subcontractors directly. Any such payment will not be considered payment to us.
  • No set-off: You must make payments in full without deduction or set-off.
  • Price adjustments: The Price is based on current market rates for materials, services, and plant/equipment at the time of this Building Contract. If actual supplier or contractor pricing is significantly higher (over 3%), or if substitutions are required due to unavailability and the substitute Cost is significantly higher, the Price will be adjusted accordingly.

PRACTICAL COMPLETION

6.1 Practical Completion notice: When we consider the Building Work to be Practically Complete, we will give you notice requesting a meeting at the Site to inspect the Building Work.

6.2 Practical Completion: Practical Completion is achieved when the Building Work is, in our opinion, complete except for minor omissions and minor defects that, in our reasonable opinion:

  • We have reasonable grounds for not promptly completing;
  • Do not prevent the Building Work from being suitable for occupation;
  • Can be corrected without affecting your convenient use of the Building Work;
  • Do not prevent compliance with Building Regulations.

6.3 If you start using the Building Work: Practical Completion will be deemed to have occurred if you start using the Building Work.

6.4 Handover: Once you have signed the Practical Completion acknowledgement form, we will hand the Site back to you.

  • Documents on completion: On Practical Completion, we will provide you with:
  • A copy of every policy of insurance:
    • That we hold in relation to the Building Work; and
    • That is current on Practical Completion.
  • A copy of any guarantees or warranties for materials or services used in the Building Work, including information on:
    • Whether they are transferable;
    • How to make claims under them;
    • Whether they must be signed and returned to the issuer to be valid.
  • Information on processes and materials required to maintain elements of the Building Work where:
    • Maintenance is required to meet Building Regulations durability requirements; or
    • The validity of any guarantee or warranty may be affected by how maintenance is undertaken.
  • Building Regulations Completion Certificate: We will use reasonable endeavours to obtain the Building Regulations Completion Certificate within a reasonable time after Practical Completion, provided all outstanding amounts under this Building Contract have been paid. If the Certificate cannot be obtained due to work you are carrying out, it will be your responsibility to obtain it. If you require our assistance, this will be treated as a Variation.

DEFECTS LIABILITY PERIOD

7.1 Notice of defects: You may give us written notice of any defects in the Building Work within 12 months of the Date of Practical Completion.

7.2 Exclusions: To the extent legally permitted, this clause 7 does not apply to defects caused by:

  • Fair wear and tear;
  • Any person or persons not authorised by us;
  • Your failure to comply with any maintenance requirements or specifications we have given you; or
  • Product failure.

VARIATIONS

8.1 Requests: You may request that we carry out Variations to the Building Work provided the Building Work has not reached Practical Completion.

8.2 Price adjustment: The Price will be adjusted by the Cost of any Variations. We will endeavour wherever practical, to agree the Cost of any Variation (if any) using the Variation Form. It is in both our interests to agree the Cost before we proceed with the Variation. Variations are due for immediate payment once the client is presented with a payment request.

8.3 Materials replacement: If any materials specified in this Building Contract are not reasonably procurable, we may substitute other materials of similar quality and nature. We will use our reasonable endeavours to consult and agree any substitution with you before it is made. Any additional Cost of such substituted materials will be treated as a Variation.

8.4 Additional work: If it is discovered that additional work that is not detailed in the Plans and Specifications is required to ensure the Building Work complies with Building Regulations or a local authority requirement, the granting or retention of a Consent, or otherwise, then we will use our reasonable endeavours to consult and agree any additional work before commencing the additional work. Any additional Cost of the additional work shall be treated as a Variation.

  • If we are entitled to an extension of time under clause 4, any additional Cost arising out of the delay shall
  • Be treated as a Variation.

SITE BEHAVIOUR

9.1 Keep clean: We will keep the Site clean and tidy, and we will remove all our rubbish, surplus material and temporary works before Practical Completion.

9.2 Occupiers: We will use our reasonable endeavours to cause as little inconvenience to any your use of your property as is reasonable in the circumstances provided that we will be entitled (subject to any relevant law) to carry out the Building Work between 7:00am and 6:00pm on any day except a statutory holiday.

9.3 Site secure: We will take reasonable steps to keep the Site secure.

9.4 Utilities: You are responsible for the provision of utilities and facilities necessary to undertake the Building Work and worker requirements unless otherwise set out in the Delivery and Payment Schedule.

  • Signage: We will be allowed to display a sign on the Site from the time of signing of this Building Contract until Practical Completion.

9.6 Health and Safety:

  • You must notify us of any safety hazards associated with the Building Work or the Site, or special safety measures required, of which you are aware, and with which an experienced builder may not reasonably be expected to be familiar.
  • We will prepare and work to the Construction (Design and Management) Regulations 2015 (CDM 2015) and whoever is designated in control of the Site in the safety plan is responsible for health and safety under the current Health and Safety at Work Act.
  • We will take all practicable steps to provide and maintain a safe working environment, identify significant hazards, ensure that any employee or Subcontractor involved in carrying out the Building Work is not unnecessarily exposed to hazards which are under our control, and have proper procedures for dealing with emergencies that may arise.

9.7 Owner not to interfere: You appoint us to carry out the Building Work and you must not interfere with the carrying out of the Building Work. We will consult with you during the course of the Building Work. However, you are not expected to be on site, liaise with Subcontractors or deal with any issues which may arise in the course of carrying out the Building Work other than those which we consider necessary to raise with you.

9.8 Separate contractors: You must not engage separate contractors to do any work on the Site during the period between the Start Date and Practical Completion without our consent. You must ensure that any separate contractors working on the Site at the same time as us comply with our directions and construction programme requirements. You must pay our Cost arising directly or indirectly out of the acts, omissions or delays by separate contractors as a Variation.

INSURANCE

10.1 Contract works (Contractors All Risk): We will arrange contract works insurance for any damage to the Building Work and damage or destruction to existing structures on the Property resulting from the Building Work. The policy shall be for an amount not less than stated in Schedule C. This policy excludes your contents.

10.2 Public liability: We will arrange public liability insurance for any claim against us in respect of loss or damage to property or injury or death or illness to any person arising out of our operations in connection with the Building Works. The policy shall be for an amount not less than stated in Schedule C and shall be kept continuously in force until any work required to remedy defects is completed. This policy excludes your existing structures and your contents (unless we were negligent).

10.3 Employers liability: We will arrange employers liability insurance for any claims against us in respect to damages and costs resulting from injuries and/or illness suffered by our employees during or arising from their employment with us. The policy shall be for the amount not less than stated in Schedule C.

10.4 Professional indemnity: We will arrange professional indemnity insurance for any claim against us for errors, omissions in advice or negligent design work carried out by us. The policy shall be for an amount not less than stated in Schedule C.

10.5 Evidence of insurance: At your request, we will provide you with evidence from our insurer or insurance broker that the insurances required under this Building Contract are in effect (in the form of a certificate).

10.6 Your insurance: While we will insure the Building Work, you need to maintain your building insurance. Loss is not covered under our insurance for the replacement value of your existing structures in excess of the policy amount stated in Schedule C. Loss is also not covered for your contents. You must also notify your insurer that the Building Work will be carried out to ensure you are covered for non-contract works related claims.

LIABILITY

11.1 If breach can be remedied: We will make good all breaches of this Building Contract that are capable of being remedied by us within a reasonable time of receiving notice from you requiring us to remedy the breach. If we refuse or neglect to do so, or do not succeed in remedying the breach within a reasonable time, you may:

  • Have the breach remedied by someone else and recover from us all reasonable costs incurred in having the breach remedied; or
  • Cancel this Building Contract in accordance with clause 16.1.

11.2 If the breach cannot be remedied: If our breach of this Building Contract cannot be remedied or the breach is substantial, you may:

  • Obtain from us damages in compensation for any reduction in value of the product of the Building Work below the price paid or payable by you for that work; or
  • Cancel this Building Contract in accordance with clause 16.1.

11.3 For the purposes of this clause, a breach of this Building Contract is substantial if:

  • A reasonable owner fully acquainted with the nature and extent of the breach would not have entered this Building Contract; or
  • In any case of a breach of clause 3.1(g) or 3.2(c), the Building Work:
  • Is unfit for the particular purpose stated in this Building Contract; or
  • Is of such a nature and quality that it cannot be expected to produce the desired result stated in this Building Contract; or
  • The Building Work is unsafe.

11.4 Other damages: In addition to your rights under clauses 11.1 and 11.2, you may claim damages for any loss or damage you suffer resulting from the breach (other than loss or damage through reduction in the value of the product of the Building Work) that was reasonably foreseeable arising from the breach.

11.5 To the extent legally permissible, we will not be liable for any loss, Cost or damage in respect of or arising out of:

  • A cause independent of human control.
  • Any act or omission, including accidental damage, by a person who is none of the following:
  • Us.
  • A Subcontractor; or
  • A person for whom we are responsible.
  • Failure to carry out, or cause to be carried out, repairs as soon as practicable after the defect becomes apparent.
  • The proportion of liability that you or any third party (for whom we are not responsible) contributed to that loss or liability.
  • Failure to carry out normal maintenance or to comply with any maintenance requirements or specifications we provide you, or any updates or revisions to those requirements or specifications which we or our Subcontractors may make from time to time and notify you of.
  • Any event outside our reasonable control.

11.6 Your indemnity: To the extent legally permissible, you indemnify us for any loss, Cost or damage suffered by us in respect of the matters referred to in clause 11.5 above.

11.7 Your claims against third parties: Other than against any Subcontractor, where you make a claim in relation to services performed or components supplied and/or installed by a third party, you must exhaust all legal rights against that third party before making a claim of any kind against us.

11.8 Force majeure: To the extent legally permissible, we will not be liable for any breach due to an event of force majeure, including any civil or labour disorders, monetary or economic developments, acts of Government, acts of God, fire, earthquake, flood, strike, explosion, public power failure, national emergency, war, difficulties with the Site or any other factor beyond our reasonable control.

MATERIALS ON SITE

12.1 We retain ownership and title of any goods or materials brought onto the Site by us until such time as you have paid us all monies payable under this Building Contract. Until you have paid all monies owing under this Building Contract to us, we will be entitled to enter the Site and to remove and/or repossess any of our goods or materials.

SUBCONTRACTORS

13.1 We will appoint Subcontractors to do all or parts of the Building Work. We will remain liable for any of the Building Work carried out by Subcontractors and the quality and performance of materials supplied by a Subcontractor (subject to the limited exclusions in clause 11.5). You will not have any contractual relationship with a Subcontractor except with respect to any specific warranty that we obtain as part of the Scope of Work. We are responsible for the enforcement of all subcontracts.

YOUR WARRANTIES

14.1 Materials: You warrant that all materials to be supplied by you for use in the Building Work:
(a) Will be suitable for the purpose for which they will be used; and  (b) Unless otherwise stated in this Building Contract, will be new.
14.2 Site Ownership: You warrant that you are the legal owner of the Site.

SUPPLIER WARRANTIES

15.1 Supplier warranties: If any supplier and/or manufacturer of the materials incorporated into the Building Work provide warranties or guarantees then we will to the extent we are able, convey those warranties and/or guarantees you.

CANCELLATION OF THIS CONTRACT

16.1 Your cancellation rights: You may cancel this Building Contract immediately on written notice to us:

  • If this Building Contract has become impossible to perform or is otherwise frustrated and we agree. If we do not agree, the dispute must be resolved in accordance with clause 17; or
  • If clause 11.1(b) or 11.2(b) applies. Where it is not reasonably practicable to communicate with us, before the time at which you indicate, you may communicate intention to cancel this Building Contract by means that are reasonable in the circumstances.
  • Within 14 days of signing this contract without penalty; subject to clause 16.3(a)

16.2 Our cancellation rights: We may cancel this Building Contract immediately on written notice to you if:

  • This Building Contract has become impossible to perform or is otherwise frustrated, and you agree. If you do not agree, the dispute must be resolved in accordance with clause 17; or
  • You are declared bankrupt, or where if you are a company, you suffer an Insolvency Event; or
  • Any monies owed under this Building Contract remain unpaid after 10 working days: or
  • You have abandoned this Building Contract or failed to remedy any breach of this Building Contract within a 10 working days period, following the date we notify you of the breach.

16.3 Consequences of cancellation: Cancellation will be without prejudice to the rights of either party with respect to an antecedent breach. If this Building Contract is cancelled under:

  • Clause 16.1(a) or 16.1(c) or 16.2(a), you must pay us:
  • The value of the work carried out at the date of cancellation less any amounts previously paid.
  • The Cost of Materials ordered for the Building Work which we will deliver to the Site.
  • Any other Cost we have reasonably incurred in anticipation of completing the Building Work.
  • Our cost in removing any plant and equipment from the Site and making the Site secure.
  • Any other Cost resulting from cancellation that would be reasonable to compensate us for the disruption.
  • Clause 16.2(b), 16.2(c) or 16.2(d), you must pay us:
    • The amounts specified in clause 16.3(a); and
    • Any damages we are entitled to at law to recover

16.4 Either you or we (as the case may be) must pay to the other, any amount the other is entitled to be paid under this Building Contract up to the date of cancellation. If we cannot agree on the amount payable, we must resolve the dispute in accordance with clause 17.

DISPUTE RESOLUTION

17.1 If a dispute arises between the parties relating to this Building Contract or the Building Work the parties agree to on issue of a written notice from the other, act in good faith and endeavour to resolve the dispute through negotiation.

17.2 Both parties must use their best efforts to resolve any dispute through good faith negotiations.

17.3 If the dispute is not resolved within 10 working days of issue of a notice under clause 17.1, either party will seek advice, support, guidance or mediation from a representative of Renovation Franchise Limited by contacting 0800 313 4577.

17.4 If the dispute is not resolved within a further ten 10 working days of contacting Renovation Franchise UK Limited either party may give a notice to the other party requiring that the dispute be referred to mediation.

17.5 The mediator must be agreed between the parties. However, if the parties cannot agree on a mediator within 5 working days of the matter being referred to mediation, a mediator must be appointed by the President of RIBA.

17.6 Despite the dispute, each party must continue to perform its obligations under the contract as far as practicable given the nature of the dispute.

17.7 The parties shall share the mediator’s fees and expenses equally and each meet their own costs.

INDEPENDENT LICENSEE

18.1 We are an independent licensee of Renovation Franchise UK Limited. Renovation Franchise UK Limited accepts no liability whatsoever to you in respect of any loss or damage (including, but not limited to, any loss of profits or savings or any consequential, indirect or special loss, damage to property, injury or damage of any kind whatsoever) which you may directly or indirectly suffer or incur arising directly or indirectly as a result of any actions taken or not taken by us.

NOTICES

19.1 All notices under this contract must be in writing and either delivered by hand or sent by email or registered post to a contact address that has been provided by the relevant party.
19.2 A notice is deemed to be received if it is:

  • Personally delivered; or
  • Sent by Registered Post, 3 working days after posting; or
  • Sent by email, when the email leaves the communications system of the sender, provided that the sender:
  • Does not receive any error message relating to the sending of the email; and
  • Receives confirmation that the email was delivered.

19.3 Despite clause 19.2, any notice received after 5 pm or received on a non-working day is deemed not received until 9 am on the next working day.

GENERAL

20.1 Assignment: You may not assign any of your rights under this Building Contract without our prior written consent.
20.2 Partial invalidity: If any provision of this Building Contract becomes illegal, invalid or unenforceable, the remainder will continue in full force.
20.3 Joint and Several Liability: Subject to clause 11.5(d), any provision to be performed by two or more persons binds them jointly and severally.
20.4 Waiver: Any waiver must be in writing and does not constitute a waiver of future rights.
20.5 Costs: Each party shall pay their own costs of negotiating and executing this Building Contract.
20.6 Governing law and jurisdiction: This Building Contract is governed by the laws of England and Wales.
20.7 VAT: All monetary amounts are plus VAT unless stated otherwise.

INTERPRETATION

21.1 Definitions
In this Building Contract (including schedules), unless the context otherwise requires:

“Building Contract” means this Building Contract, the Quotation, the current Renovation Building Terms and Conditions, all quotes or estimates, Plans and Specifications, Variation Forms, and all related documents.

“Building Regulations” means the current Building Regulations Act.

“Building Work” is the work set out in the Scope of Work.

“Building Regulations Completion Certificate” is a certificate confirming compliance with Building Regulations.

“Consents” means all necessary licences, permissions, approvals and compliance certificates.

“Cost” includes expenses, losses, overheads and margin.

“Final Account” is the final Payment Claim issued by us per clause 5.3(e).

“Insolvency Event” means any of the following:

  • A court order for liquidation or bankruptcy.
  • Appointment of a liquidator, provisional liquidator or voluntary administrator.
  • Appointment of an official assignee, receiver, or manager.
  • Entering into or proposing an arrangement or compromise with creditors.
  • A resolution to liquidate or dissolve.
  • Any execution or attachment over assets exceeding £1,500 not discharged in 5 working days.
  • Inability to pay debts as they fall due.
  • Cessation of substantial business operations.
  • Enforcement of security over substantial assets.
  • Any analogous event in any relevant jurisdiction.

“Payment Claim” is an invoice issued under the current Consumer Rights Act.

“Plans and Specifications” are the documents referred to in the Scope of Work.

“Practical Completion” has the meaning in clause 6.2.

“Price” is the sum plus VAT set out in the Delivery and Payment Schedule, subject to Variation.

“Property” means the land and buildings owned by you where the Site is located.

“Scope of Work” is the description of all building work and materials in Schedule A.

“Site” means the land and buildings where the work is carried out.

“Start Date” is the date in the Delivery and Payment Schedule.

“Subcontractor” means a person contracted by us to carry out part of the Building Work.

“Variation” includes any change in work quantity, method, sequence, quality, additional work, delays, or any matter outside our reasonable control.

“Variation Form” means a signed form authorising a Variation.

“Working day” means any day other than Saturday, Sunday, public holidays, or 24 Dec–5 Jan.