Legal

In law, consumer customers have additional rights to those of business customers. For example, consumer customers can cancel their orders in certain situations, they have enhanced rights where there is a problem with our services, and our liability is different where we or our services are at fault. Where a term applies just to businesses or just to consumers, this is clearly stated.

1. Interpretation

1. In these Conditions:

Additional Services means services performed by Sutcliffe under this Contract that are additional to the Services.

Additional Fees has the meaning given in Condition 8.1.

Conditions means the standard terms and conditions of sale set out in this document.

Contract means the contract for the purchase and performance of the Service consisting of the contractual documentation set out in Condition 2.1 and the Conditions.

Customer means the person who accepts a quotation of Sutcliffe for the performance of the Service or whose order for the Service is accepted by Sutcliffe.

Intellectual Property means all inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

Loss means any costs, claims, proceedings, demands, damages, compensation, awards, expenses (including professional) or other loss (including special, consequential, loss of profit and other economic loss) whatsoever.

Materials means all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Services, and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Services.

Principal means the third-party user of the Services who appoints the Customer as its agent to conclude the Contract in the name of and on behalf of the principal.

Service(s) means the service(s) or any part of it which Sutcliffe is to supply in accordance with these Conditions together with the Materials and any deliverables that Sutcliffe provides as part, or ancillary to, such service(s).

Sutcliffe means Sutcliffe Projects Limited (registered in England and Wales under number 04287238) with its registered address at 18-20 Harrington Street, Liverpool, L2 9QA and VAT registration number 782044532, with various trade accreditations and registrations including ACE and RICS.

2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

4. In these Conditions words importing the singular only shall include the plural and vice versa.

2. Basis of the Contract

1. The Customer’s purchase order, or the Customer’s acceptance of a quotation for the Services by Sutcliffe, constitutes an offer by the Customer to purchase the Services specified in it on the Conditions. No offer placed by the Customer shall be accepted by Sutcliffe other than:

1. by a written confirmation or acceptance issued and executed by Sutcliffe’s authorised representative; or

2. (if earlier) by Sutcliffe providing the Services, when the Contract will be established.

2. The Conditions will apply to and be incorporated into the Contract and shall prevail over any terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.

3. Quotations are given by Sutcliffe on the basis that no contract shall come into existence except in accordance with Condition 2.1. Any quotation is valid for a period of 30 days from its date, provided that Sutcliffe has not previously withdrawn it, and may be subject to change beyond that period.

4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Sutcliffe shall be subject to correction both before or after the Contract is made without any liability on the part of Sutcliffe.

3. Customer’s Obligations

1. The Customer shall:

1. be responsible to Sutcliffe for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer;

2. be responsible for giving Sutcliffe any necessary information relating to the Service within a sufficient time to enable Sutcliffe to perform the Contract in accordance with its terms, and ensure that such information is complete and accurate in all material respects;

3. co-operate with Sutcliffe in all matters relating to the Services; and

4. provide Sutcliffe, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Sutcliffe.

2. The Customer agrees to act in a timely manner and (where relevant) to provide properly competent and qualified personnel with respect to its obligations under the Contract and to any tasks to be undertaken by it, whether expressly set out in the Contract or otherwise reasonably requested of it by Sutcliffe. The Services are provided on the assumption that the Customer and its agents will fulfil their obligations and tasks on time and as stated.

3. The description of, and any specification for, the Service shall be those set out in Sutcliffe’s quotation (if accepted by the Customer), the Customer’s order (if accepted by Sutcliffe), or any other documentation or correspondence which Sutcliffe reasonably believes sets out the Service agreed with the Customer.

4. Where the Service is to be provided by Sutcliffe in accordance with a specification submitted by the Customer, the Customer shall indemnify Sutcliffe against all Loss which may be suffered or incurred by Sutcliffe in connection with or paid or agreed to be paid by Sutcliffe in settlement of any claim for infringement of the Intellectual Property rights of any other person which results from Sutcliffe’s use of the Customer’s specification.

5. Sutcliffe reserves the right to make any changes to the specification of the Services which are required to conform with any applicable safety or other regulatory requirements or which do not materially affect their quality or performance.

6. Sutcliffe shall be entitled to change the date of performance of the Services at any time prior to the date on which the Services are due to be performed by informing the Customer verbally or in writing.

7. No order which has been accepted by Sutcliffe may be cancelled by the Customer except with the agreement in writing of Sutcliffe and on terms that the Customer shall indemnify Sutcliffe in full against all Loss incurred by Sutcliffe as a result of cancellation.

4. Intellectual Property

1. The Customer shall have no rights in respect of any Intellectual Property of Sutcliffe protecting or relating to the Services or the Materials, and the Customer hereby acknowledges that, except as expressly provided in this Contract, it shall not acquire any such rights and that all such rights and goodwill are, and shall remain, vested in Sutcliffe.

2. Sutcliffe grants to the Customer an irrevocable, non-exclusive, non-terminable, non-sublicensable, royalty-free licence to copy and use any Material prepared by or on behalf of Sutcliffe for any purpose relating to the Services.

3. Sutcliffe shall have no liability for use of the Material for any purpose other than that for which it was prepared and/or provided.

4. Sutcliffe shall have no liability to the Customer for any error or omission in the Material due to the provision of false, misleading or incomplete information or documentation by the Customer or due to any acts or omissions of any person other than a representative of Sutcliffe.

5. The Customer may, at any time (whether before or after completion of the Services, or after termination of this Contract), request one or more copies of some or all of the Material from Sutcliffe. On the Customer’s payment of Sutcliffe’s reasonable charges for providing those copies, Sutcliffe shall provide those copies to the Customer.

5. Price of the Services

1. The price of the Services shall be Sutcliffe’s quoted price.

2. In the absence of any quoted price, Sutcliffe’s standard hourly rates (in force at the commencement of the performance of the Services), chargeable in minimum units of 15 minutes, will apply. A summary of time incurred performing the Services and any Additional Services will be issued only upon request. Sutcliffe’s detailed time sheets are confidential and will not be provided under any circumstances.

3. Sutcliffe reserves the right, by giving notice to the Customer at any time before performance of the Services, to increase the price of the Services to reflect any increase in the cost to Sutcliffe which is due to any factor beyond the control of Sutcliffe or due to any change in performance dates, or specifications for the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Sutcliffe adequate information or instructions.

4. The price is exclusive of any applicable value added or any other sales tax which may be chargeable and for which the Customer shall be additionally responsible for paying. Failure to pay any such taxes shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by Sutcliffe resulting from such failure shall be for the Customer’s account.

5. Sutcliffe reserves the right to invoice the Customer for time incurred on, and any associated costs of, any legal, regulatory or administrative documents, or for any preparation time, required as part of the Services and/or Additional Services, for example, the time spent drafting an attendance note or updating a design following any correspondence with the Customer regarding the Services and/or Additional Services.

6. Sutcliffe shall not be liable for any delays or standing time to the Services arising out of any delay, failure, action, or omission of any third-party connected to the Services, and Sutcliffe reserves the right to invoice the Customer for any costs Sutcliffe incurs as a result of such third-party delay, failure, action, or omission.

6. Terms of Payment

1. Subject to Condition 6.2, Sutcliffe shall be entitled to invoice the Customer for the price of the Services, in full or in instalments, during or at any time after performance of the Services. Sutcliffe may elect to invoice the Customer for the price of the Services in instalments in whichever manner Sutcliffe deems appropriate.

2. Where Sutcliffe is unable to provide the Service or any part of it by reason of the default of the Customer, Sutcliffe shall be entitled to invoice the Customer for the price at any time after Sutcliffe has notified the Customer that it has been unable, due to the Customer’s default, to provide the Service or any part of it.

3. The Customer shall pay each invoice in full and without any deduction or (if the Customer is a business customer) set-off within 28 days of the date of invoice or, if later, the date of issue of such invoice. The time of payment of each invoice shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

4. The Customer shall pay each invoice by bank transfer or cheque. Card payments are only accepted by Sutcliffe for individual payments under £1,000. Cash payment are only accepted by Sutcliffe up to £750 in total for the Services.

5. Where any payment is required by Sutcliffe prior to the performance of the Services, and such payment is made by the Customer by cheque, Sutcliffe shall have no obligation to commence performance of the Services or issue any information in respect of the Services or otherwise until it is in receipt of cleared funds.

6. If, acting in good faith, the Customer disputes any item within an invoice, it shall raise such dispute by written notice to Sutcliffe within 28 days of the date of invoice or, if later, the date of issue of such invoice and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. Any amounts not disputed shall be deemed accepted and must be paid by the Customer in accordance with Condition 6.3. In relation to payments disputed in good faith, interest under Condition 6.7.3 is payable after the dispute is resolved on sums found or agreed to be due, from the due date until payment is made.

7. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Sutcliffe, Sutcliffe shall (without prejudice to Condition 9) be entitled to:

1. cancel the Contract;

2. appropriate any payment made by the Customer to such part of the Service (or the Services supplied under any other Contract between the Customer and Sutcliffe) as Sutcliffe may think fit (notwithstanding any purported appropriation by the Customer); and

3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate together with compensation and legal costs as prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time, until payment in full is made.

8. Sutcliffe reserves the right where any doubts arise as to the Customer’s financial position or in the case of failure to pay for any Service to suspend performance of the Service or any part of the Service without liability until payment or satisfactory security for payment has been provided.

9. If, acting in good faith, the Customer requests a refund from Sutcliffe, Sutcliffe shall have a reasonable amount of time to undertake appropriate checks to confirm whether a refund is due and to validate the details provided to issue such refund. Where Sutcliffe confirms a refund is due and has all necessary details to do so, such refund shall:

1. only be issued in circumstances where Sutcliffe is in receipt of cleared funds;

2. be made in the same form used to make the original payment and, in the case of card payments, to the card used for such original payment; and

3. be made to the individual or entity who made such original payment.

10. If the Customer is a business customer, Sutcliffe may set and vary credit limits from time to time and withhold all further Services and/or Additional Services if the Customer exceeds such credit limit until the aggregate value of the outstanding sums together with Services and/or Additional Services not yet invoiced is reduced below the applicable credit limit. Sutcliffe may apply additional credit limits to the Customer and its Associates together (for the purposes of this clause 6.10, “Associates” includes companies within the same group or having common shareholders or management, or co-directors, partners, family members or otherwise associated companies).

7. Performance of the Service

1. Any dates quoted for performance of the Service are approximate only and Sutcliffe shall not be liable for any delay howsoever caused. Time for performance shall not be of the essence. Where performance is agreed to be made within a certain period, that period shall only be deemed to commence once Sutcliffe is in receipt of all the information requested by Sutcliffe from the Customer, including a valid purchase order where applicable. The Service may be performed by Sutcliffe in advance of the quoted performance date upon giving reasonable notice to the Customer.

2. If, as a result of any act or omission by the Customer or its agents (howsoever caused) which is not directly and wholly caused by Sutcliffe (including the provision of any incorrect or inadequate information or data by the Customer), Sutcliffe is prevented or delayed from performing any of its obligations under the Contract or the cost of such performance increases, then:

1. the time for performance of Sutcliffe’s obligations will be extended for a reasonable period;

2. the Customer shall pay Sutcliffe at Sutcliffe’s standard hourly rates for any additional time incurred by it with respect to any delays or extra work caused by such act or omission of the Customer; and

3. Sutcliffe may recover all other reasonable Loss from the Customer which it sustains as a direct result of such act or omission.

8. Additional Services

1. In the event that the Customer requests Additional Services, Sutcliffe shall, unless otherwise agreed, notify the Customer of the total sum Sutcliffe requires to perform those Additional Services (the “Additional Fees”). Upon the Customer’s receipt of Sutcliffe’s quotation for the Additional Fees, the Customer shall confirm its agreement to pay those Additional Fees before Sutcliffe commences performance of the Additional Services.

2. If the parties do not agree any Additional Fees prior to Sutcliffe commencing the Additional Services, Sutcliffe’s standard hourly rates (in force at the commencement of the performance of the Additional Services), chargeable in minimum units of 15 minutes, will apply in addition to any and all third party costs incurred by Sutcliffe in performing such Additional Services.

3. Except in the circumstances provided for under Condition 8.1, in the event that Sutcliffe determines that Additional Services are reasonably required in order to complete the Services safely and in accordance with the Contract, Sutcliffe shall notify the Customer of the type and nature of the Additional Services as soon as reasonable practicable and the Customer shall be liable to pay the total sum for the Additional Services in accordance with Condition 6.

9. Suspension

1. If the Customer does not pay a sum due under this Contract on or before the final date for payment Sutcliffe may suspend the performance of any or all of its obligations under this Contract.

2. In the event of a suspension under Condition 9.1, the Customer shall pay Sutcliffe:

1. any sums due under Condition 6; and

2. where this Contract is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996, any other sum due and not otherwise provided for in this Contract that is required to be paid under section 112(3A) of the Housing Grants, Construction and Regeneration Act 1996.

10. Customer’s Right to Cancel

1. The provisions of this Condition 10 shall only apply if the Customer is a consumer.

2. If the Customer entered into the Contract with Sutcliffe online, by email, over the telephone or on its doorstep, the Customer shall have a legal right to change its mind and cancel the Contract at any time within 14 days of entering into the Contract on notice to Sutcliffe.

3. If the Customer exercises its right to cancel under Condition 10.2, it shall be entitled to receive a full refund of any sums already paid to Sutcliffe and the Contract shall be treated as having never existed (subject to Condition 10.4).

4. The Customer’s right to cancel does not apply where it has instructed Sutcliffe to commence performance of the Services prior to the expiry of the 14-day period, or to any Services that have already been performed, nor shall such cancellation be required to be accepted by Sutcliffe, and the Customer shall remain liable to pay any sums due for Services completed up until the time it cancelled the Contract.

5. If the Customer cancels in accordance with this Condition 10, it will receive a refund payable in accordance with Condition 6.9.

11. Warranty

1. Sutcliffe warrants (subject to the other provisions of the Conditions) that the Services shall be performed using reasonable care and skill and does not warrant fitness for purpose under any circumstances.

2. Unless otherwise expressly agreed in writing by Sutcliffe, Sutcliffe does not give any collateral warranties to third parties under the Contract.

3. Where Sutcliffe has agreed to provide collateral warranties to third parties, Sutcliffe shall enter into such collateral warranties in the Construction Industry Council’s relevant standard form or such other form agreed with Sutcliffe, provided that such form shall not give any greater benefit to those to whom they are issued in quantum, duration or otherwise than is given to the Customer under the terms of this Contract. It shall be a condition of the provision of such collateral warranties that all fees due to Sutcliffe at the date of execution of the collateral warranty have been paid.

4. In the event that the Customer is acting on behalf of the Principal, the Customer:

1. warrants that it is authorised to negotiate and conclude the Contact for the Services in the name of and on behalf of the Principal, without prior reference to the Principal;

2. warrants that it is authorised to incur liabilities on behalf of the Principal in accordance with the Contract and the Conditions; and

3. shall guarantee to Sutcliffe the payment by the Principal of the price and due performance by the Principal of its other obligations under the Contract concluded by the Customer on the Principal’s behalf, whether or not the Principal ultimately pays and performs under the Contract.

The Customer shall indemnify Sutcliffe against all Loss which may be suffered or incurred by Sutcliffe as a result of the Customer acting in the name of, and on behalf of, the Principal which it is not authorised under the Contract.

12. Consumer Customer’s Remedies

1. The provisions of this Condition 12 shall only apply if the Customer is a consumer.

2. In the event any part of the Services are not provided in accordance with Condition 11.1, the Customer shall have the right to request that Sutcliffe:

1. repeats performance of the non-conforming element of the Services; or

2. repairs any non-conforming element of the Services.

3. In the event Sutcliffe is unable to remedy any part of the Services under Condition 12.2, the Customer shall be entitled to a refund, payable in accordance with Condition 6.9.

13. Disclaimer and Limitation of Liability

1. Nothing in the Contract shall limit the liability of Sutcliffe to the Customer for death or personal injury resulting from Sutcliffe negligence (as defined in the Unfair Contract Terms Act 1977), for fraud or fraudulent misrepresentation, or for any liability which cannot be excluded by law.

2. Subject to Condition 13.1, the following provisions of this Condition 13 set out the limitations on the liability of Sutcliffe (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Customer with respect to:

1. any breach of its contractual obligations arising under the Contract;

2. any representation, statement, act or omission given, made or carried out under or in connection with the Contract (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).

3. It is the Customer’s responsibility to ensure that the Services are suitable for its needs. In particular, Sutcliffe expressly disclaims all warranties that use of the Services will result in any economic advantage, increase in profits or reduction in costs.

4. If the Customer is a business customer, except as expressly set forth in the Contract, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Services are excluded to the fullest extent permitted by law and in no event shall Sutcliffe be liable for any negligence or other tortious Loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not Sutcliffe is advised of the possibility of loss, liability, damage or expense):

1. loss of revenue;

2. loss of actual or anticipated profits (including for loss of profits on contracts);

3. loss of the use of money;

4. loss of anticipated savings;

5. loss of business;

6. loss of opportunity;

7. loss of goodwill;

8. loss of reputation;

9. loss of, damage to or corruption of data; or

10. any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 13.4.1 – 13.4.9).

5. If the Customer is a consumer, Sutcliffe shall not be liable for any Loss that:

1. is unforeseeable;

2. is avoidable by the Customer taking reasonable action; or

3. arises in connection with the Customer’s trade, business, craft or profession.

4. Except as stated in Condition 13.1, the total aggregate liability of Sutcliffe to the Customer with respect to all claims under or in connection with the Contract shall be limited to a sum equal to: (i) 5 times the total price of the Services which gave rise to the liability; or (ii) £250,000, whichever is lower.

6. The parties hereby expressly acknowledge and agree that having taken independent legal advice, the limitations upon the liability of Sutcliffe in this Condition 13 are in all respects fair and reasonable, reflect a duly considered allocation of risk between the parties and are reflected in the price paid for the Services under the Contract.

7. Sutcliffe shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Sutcliffe obligations in relation to the Services, if the delay or failure was due to any cause beyond Sutcliffe’s reasonable control.

14. Insolvency of Consumer Customer

1. The provisions of this Condition 14 shall only apply if the Customer is a consumer.

2. Without prejudice to any other right or remedy available to Sutcliffe, Sutcliffe shall be entitled by written notice to the Customer to cancel or suspend any unpaid element of the Services under the Contract without liability to the Customer and, if the Services have been performed but not paid for, the outstanding sums shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15. Insolvency of Business Customer

1. The provisions of this Condition 15 shall only apply if the Customer is a business customer.

2. In the event the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation, Sutcliffe may seek the consent of an administrator, administrative receiver, liquidator or provisional liquidator to cancel the Contract without notice to the Customer.

3. In the event the Customer is subject to a moratorium, company voluntary arrangement, restructuring plan, or ceases, or threatens to cease, to carry on business, the Customer hereby consents to Sutcliffe either (at Sutcliffe’s option, as it deems appropriate) cancelling the Contract or suspending performance of the Services without liability to the Customer.

4. If Condition 15.3 applies then, without prejudice to any other right or remedy available to Sutcliffe, if the Services have been performed but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

5. Nothing in this Condition 15 shall restrict Sutcliffe’s rights under these Conditions to cancel the Contract for the Customer’s failure to make payment in accordance with Condition 6, regardless of the Customer’s solvency status.

16. Data Processing

1. For the purposes of the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 2016/679, Sutcliffe shall process data under the Contract in accordance with its privacy policy located at www.sutcliffe.co.uk

17. Subcontracting and Assignment

1. Sutcliffe may sub-contract to any other person the performance of any of its obligations under the Contract.

2. Sutcliffe may assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or its rights and obligations under it.

3. The Customer may not without the prior written consent of Sutcliffe assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or its rights and obligations under it.

18. Notices

1. Any notices sent by a party to the other party under or in respect of the Contract, or for any offers, acceptance or binding commitments made to form the Contract, must be in writing and delivered to the registered address (or residential address, if a consumer Customer) of the other party.

2. Condition 18.1 shall not apply to notices given in legal proceedings.

19. Amendments

No amendment of the Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties.

20. Waivers and Remedies

1. Except as otherwise stated in the Contract, the rights and remedies of each party under the Contract are in addition to and not exclusive of any other rights or remedies under the Contract or the general law and may be waived only in writing and specifically.

2. Delay in exercising or non-exercise of any right under the Contract is not a waiver of that or any other right.

3. Partial exercise of any right under the Contract shall not preclude any further or other exercise of that right or any other right under the Contract.

4. Waiver of a breach of any term of the Contract shall not operate as a waiver or breach of any other term or any subsequent breach of that term.

21. Severance

1. If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.

2. Whilst the parties consider the provisions contained in the Contract reasonable, having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).

22. Entire Agreement

1. If the Customer is a business customer, the Contract constitutes the entire agreement between the parties with respect to the subject matter of the Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.

2. Each party acknowledges to the other that it has not been induced to enter into the Contract by nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of the other party or any other person save for those contained in the Contract. Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of the Contract shall be for breach of contract under the terms of the Contract and it shall have no right of action against any other party in respect of any such representation, promise, assurance, warranty or undertaking.

3. This Condition shall not exclude any liability which either party would otherwise have to the other or any right which either of them may have to rescind the Contract in respect of any statements made fraudulently by the other prior to the execution of the Contract or any rights which either of them may have in respect of fraudulent concealment by the other.

23. Rights of Third Parties

A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

24. Adjudication

Where this Contract is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 either party may refer any dispute arising under this Contract to adjudication in accordance with the Construction Industry Council Model Adjudication Procedure current at the time of the referral of the dispute. The adjudicator shall be appointed at the request of either party by the Association for Consultancy and Engineering.

25. Complaints

1. If the Customer is a consumer Customer and wishes to raise a complaint about the Services, Additional Services, or Sutcliffe’s performance of its obligations under the Contract, it may do so in accordance with Sutcliffe’s Complaints Policy, a copy of which is available upon request.

26. Governing Law

The Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.