Privacy Notice | Switch Property Group

Switch Property Developments Limited – Subcontractor Terms and Conditions Definitions and Interpretation

DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Terms.
1. In these Terms, the following definitions apply:
  Agreement: the legally binding contract between Switch Property and the Sub-Contractor for the provision of Subcontract Works in accordance with these Terms, the Purchase Order and any Specification.
  Applicable Laws: means any and all applicable laws, statutes, regulations and codes and any other applicable local, international or foreign law or regulation, or those issued by any Governing Bodies including (without limitation) import and export laws, restrictions, national security controls, regulations and anti-corruption legislation from time to time in force in the United Kingdom.
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  Charges: the charges payable by Switch Property to the Sub-Contractor for the Subcontract Works in accordance with clause 7.
  Confidential Information: any confidential information concerning the business, affairs, customer, clients or suppliers of the other party, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, intellectual property rights, market opportunities and customers, whether or not marked as confidential.
  Data Protection Legislation: Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
  Deleterious: materials, equipment, products or kits that are generally accepted, or generally suspected, in the construction industry at the relevant time as:
  posing a threat to the health and safety of any person;
  posing a threat to the structural stability, performance or physical integrity of the Project or any part or component of the Project;
  reducing, or possibly reducing, the normal life expectancy of the Project or any part or component of the Project;
  not being in accordance with any relevant British Standard, relevant code of practice, good building practice or any applicable agrément certificate issued by the British Board of Agrément; or
  having been supplied or placed on the market in breach of the UK Construction Products Regulations 2011 and the Construction Products Regulations 2013 (SI 2013/1387).
  Employer: means the individual or business notified by Switch Property to the Subcontractor in writing.
  Force Majeure Event: means events, circumstances or causes beyond a party’s reasonable control including but not limited to, Acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical, biological contamination or sonic boom, epidemic or pandemic or similar event, any law guidance restriction or other action taken by a Government or a public authority including without limitation imposing an export or import restriction quota or prohibition, the collapse of buildings, fire, explosion or accident, or failure of telecommunications utilities or any supplier or subcontractor.
  Governing Bodies: any bodies, associations or organisations having governing or regulatory authority over any element of the Subcontract Works or where the same are being delivered or performed and the activities of the parties or those of Switch Property’s customer (or the ultimate beneficiary of the Subcontract Works).
  Loss: means actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
  Main Contract: means the written construction contract entered into between the Employer and Switch Property for the Project.
  Site: the location(s) (if any) at which the Subcontract Works are to be performed.
  Site Rules: Means the rules contained within the Schedule of this Agreement which are applicable to the Site.
  Site Manager: means the individual nominated by Switch Property to supervise the Project.
  Specification: any specification or scope for the Subcontract Works agreed between the parties, including but not limited to any design documents, works information or site information documents.
  Subcontract Works: the services or works to be provided by the Sub-Contractor under the Agreement, as set out in the Purchase Order, unless otherwise agreed in writing between Switch Property and the Sub-Contractor.
  Sub-Contractor: the person or corporate entity from whom or which Switch Property receives the Subcontract Works, as detailed in the Purchase Order.
  Sub-Contractor’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Sub-Contractor, its agents, subcontractors or consultants to Switch Property and used directly or indirectly in the Subcontract Works.
  Switch Property: means Switch Property Developments Limited, a company registered in England and Wales with company number 15081105 whose registered office is at 5 Crescent East, Thornton Cleveleys, Lancashire, England, FY5 3LJ.
  Switch Property’s Equipment: any equipment, including tools, systems, cabling or facilities, provided Switch Property, its agents, subcontractors or consultants which is used directly or indirectly in the performance of the Subcontract Works.
  Switch Property’s Materials: any and all materials supplied by Switch Property to the Sub-Contractor for use in connection with the provision of the Subcontract Works including but not limited to any related plans, designs and drawings.
  Switch Property’s Premises: 8 Preston Old Rd, Freckleton, Preston PR4 1PD.
  Project: the project for which the Subcontract Works are being supplied, as set out in the Main Contract.
  Proposal: the Sub-Contractor’s written proposal for the Subcontract Works.
  Purchase Order: Switch Property’s order for the Subcontract Works (or where applicable any amendments or alterations thereto), as set out in Switch Property’s purchase order form or as otherwise specified in writing.
  Required Standards: means the accreditations, certifications and standards, rules, policies and procedures whether of Switch Property, its clients, the ultimate beneficiary of the Subcontract Works or any applicable third party (which in each case may be updated from time to time), communicated to the Sub-Contractor (and where applicable available on request) from time to time, which subject to clause 11.1, Switch Property requires the Sub-Contractor to comply with, meet and uphold at all times in connection with the Subcontract Works.
  Terms: these terms and conditions as amended from time to time in accordance with clause 19.5.
  VAT: value added tax.
2. Clause and paragraph headings shall not affect the interpretation of these Terms.
3. A reference to legislation or a legislative provision:
  is a reference to it as amended, extended or re-enacted from time to time; and
  shall include all subordinate legislation made from time to time under that legislation or legislative provision.
4. Any works following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
5. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
6. A reference to writing or written includes email but not fax.
7. If there is any conflict or ambiguity between the terms of,
  these Terms; or
  the Purchase Order,
  a term contained in the document listed higher in the above list shall have priority over one contained in a document lower in the list.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Basis of Agreement
1. In advance of entering into this Agreement, the Sub-Contractor shall be required to provide Switch Property with the Proposal and in doing so warrants that any and all information included in the same is true, accurate and complete in every respect.
2. Where Switch Property is satisfied as to the contents of the Proposal, it shall raise its Purchase Order, provided always that in raising the Purchase Order Switch Property shall not be deemed to have ratified or approved the truth, accuracy or completeness of the Proposal in any respect. It will be at this point and on which date the Agreement shall come into existence between Switch Property and the Sub-Contractor.
3. These Terms apply to the Agreement to the exclusion of any other terms that the Sub-Contractor seeks to impose or incorporate at any time including in accordance with this clause 2, or which are implied by trade, custom, practice or course of dealing.
The Sub-Contractor’s Obligations
1. The Sub-Contractor shall perform and/or deliver the Subcontract Works in accordance with these Terms and the Sub-Contractor warrants and represents that it holds all Required Standards and that it has highlighted and meets any other accreditations, certifications and standards (including those required by Applicable Law) not otherwise brought to its attention by Switch Property.
2. The Sub-Contractor warrants, undertakes and represents that the Subcontract Works shall in every respect:
  comply with the requirements of the Main Contract;
  comply with the Site Rules and where applicable, instructions of the Site Manager;
  correspond with their description and any applicable Specification;
  be performed in accordance with any deadlines contained within the Specification or the Purchase Order (as the case may be). Time shall be of the essence in this regard;
  be of the best quality and fit for any purpose held out by the Sub-Contractor or expressly made known to the Sub-Contractor by Switch Property and in this respect Switch Property relies on the Sub-Contractor’s skill and judgment;
  be free from defects in design, materials and workmanship as at the date of delivery notwithstanding that Switch Property may have initially carried out such design;
  be executed with the highest level of care, skill and diligence in accordance with best practice in the Sub-Contractor’s industry, profession or trade and by appropriately qualified and experienced personnel; and
  comply with all Applicable Laws relating to the delivery and intended usage of the Subcontract Works.
3. The Sub-Contractor warrants that
  it shall not specify for use in the Project or in the course of providing the Subcontract Works, make use of anything (as the case may be) which is Deleterious
  as at the time of specification or use.
4. The Sub-Contractor shall be responsible for the protection of, and liable for any damage to the Site that occurs when carrying out the Subcontract Works. The Sub-Contractor shall also be responsible for preparing the Site prior to carrying out the Subcontract Works and also the clearing of the Site once the Subcontract Works have been completed.
5. Notwithstanding that Switch Property may have prepared the Specification, the Sub-Contractor is deemed to have reviewed and accepted the same as being accurate and complete in every respect and takes any and all responsibility for its contents and any inherent inaccuracies or incompleteness.
6. The Sub-Contractor warrants that it and its employees or personnel shall at all times provide the Subcontract Works in a professional manner and without uncooperative, abrasive, rude, foul mouth and/or aggressive behaviour towards any of Switch Property’s employees.
7. The Sub-Contractor shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits (including those issued by Governing Bodies) that it needs to carry out its obligations under the Agreement in respect of the Subcontract Works.
8. The Sub-Contractor shall hold all Switch Property Materials identifiable, in safe custody at its own risk and maintain the Switch Property Materials in good condition until returned to Switch Property, and not dispose of or use the Switch Property Materials other than in accordance with Switch Property’s written instructions or authorisations.
9. Only items belonging to you may be removed from the site. All other items, including those in skips, must remain on site.
10. The Subcontractor shall:
  1. observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Sites from time to time; and
  2. ensure that all personnel involved in the provision of the Subcontract Works have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this Agreement.
Inspection, Defects and Remedies
Nothing contained in this Agreement shall in any way detract from the Sub-Contractor’s obligations under common law or statute or any express warranty or condition.
The Sub-Contractor shall permit Switch Property or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Subcontract Works. The Sub-Contractor shall make good any defects or deficiencies in the event of any failure (in the sole opinion of Switch Property) to comply with the Agreement. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by Switch Property of any rights or remedies it may otherwise have in respect of the Subcontract Works.
Switch Property may by written notice to the Sub-Contractor reject any of the Subcontract Works s that do not comply with the warranties, undertakings and representations set out in clause 3. Such notice shall be given within a reasonable time after performance of the Subcontract Works. If Switch Property rejects any of the Subcontract Works pursuant to this clause 4.3, the Sub-Contractor shall at Switch Property’s sole option (without prejudice to its other rights or remedies) either:
re-perform the defective Subcontract Works in accordance with any timescale specified by Switch Property; or
provide a full refund of the price of the rejected Subcontract Works (if paid) as determined by Switch Property using its professional discretion.
Status
The relationship of the Sub-Contractor to Switch Property will be that of independent contractor and nothing in this Agreement shall render it or any of its personnel (including any employees or personnel) an employee, worker, agent or partner of Switch Property and the Sub-Contractor shall not hold itself out as such.
Switch Property’s General Obligations
Switch Property shall:
co-operate with the Sub-Contractor in all matters relating to the Subcontract Works;
provide access to such premises, data, documents, information, items, materials and other facilities as may reasonably be requested by the Sub-Contractor and agreed with Switch Property in writing in advance, for the purposes of the Subcontract Works; and
where applicable, provide Switch Property’s Equipment to the Sub-Contractor by the dates specified and, in the manner, prescribed.
Charges and Payment
The Charges:
shall be the price set out in the Purchase Order, or as otherwise agreed between the parties in writing; and
are exclusive of amounts in respect of VAT chargeable from time to time and which shall only be payable on receipt by Switch Property of a valid VAT receipt; and
shall not include the costs of hotel, travelling, and any other ancillary expenses incurred by the Sub-Contractor or any individuals who the Sub-Contractor engages in connection with the Subcontract Works and such costs shall be incurred at the Sub-Contractor’s sole expense.
The Sub-Contractor shall raise weekly invoices by submitting the same to accounts@switchpropertygroup.com. Each invoice shall include such supporting information required by Switch Property to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number and reference. Invoices should be addressed to Switch Property Developments, 8 Preston Old Road, Freckleton, PR4 1PD whilst also stating VAT status including Domestic Reverse VAT and amount of CIS deduction (if applicable). The due date for payment is 14 days after the date of the invoice.
The final date for payment of an invoice is fourteen (14) days after the due date. If Switch Property intends to pay less than the amount stated in an invoice, it shall issue a notice specifying the sum it considers to be due and the basis on which that sum is calculated (the “Pay Less Notice”)’ specifying the amount it proposes to pay, the reasons for the difference and the basis on which it is calculated (including grounds for withholding, the sum applied to each of those grounds and an explanation as to how they were arrived at). The Pay Less Notice shall be served no later than 1 day before the final date for payment.
The Sub-Contractor shall maintain complete and accurate records of the time spent and materials used by the Sub-Contractor in providing the Subcontract Works, and the Sub-Contractor shall allow Switch Property to inspect such records at all reasonable times on request.
Switch Property may at any time, without limiting any of its other rights or remedies, set off any liability of the Sub-Contractor to Switch Property against any liability of Switch Property to the Sub-Contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement.
Switch Property shall pay interest on any overdue payments due to the Sub-Contractor at the rate of 2%.
Changes
Switch Property reserves the right to request modifications or alterations to the Subcontract Works during the course of the Project. If Switch Property wishes to change the Subcontract Works, it shall notify the Subcontractor in writing and submit an additional Purchase Order.
1. Upon receiving the additional Purchase Order the Sub-Contractor shall, within twenty-four (24) hours, promptly submit an additional proposal to Switch Property detailing any increase or decrease to the Charges. The Subcontractor may only reject Switch Property’s Purchase Order if the Subcontractor reasonably believes that the proposed additional Purchase Order would materially or adversely affect risks to the health and safety of any person or requires the agreement to be delivered in any way that infringes the law.
2. Where the Sub-Contractor accepts the terms of the Purchase Order in accordance with this clause 8, the performance of the Purchase Order shall be governed in accordance with these Terms.
Data Protection
1. In performing their obligations under this Agreement, both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
Insurance
1. During this Agreement and for a period of six years from practical completion of the Project the Sub-Contractor shall (unless Switch Property otherwise notifies the Sub-Contractor in writing), maintain in force the following insurance policies with reputable insurance companies:
  1. public liability insurance for not less than five (5) million per claim;
  2. product liability insurance for not less than five (5) million per claim; and
  3. where the Sub-Contractor is providing Subcontract Works, professional indemnity insurance for not less than £2,000,000 (two million pounds) per claim.
2. If the Sub-Contractor fails or is unable to maintain insurance in accordance with clause 10.1, or fails to provide evidence that it has paid the current year’s premiums, Switch Property may, so far as it is able, purchase such alternative insurance cover as it deems to be reasonably necessary and shall be entitled to recover all reasonable costs and expenses it incurs in doing so from the Sub-Contractor.
Compliance
1. In performing its obligations under the Agreement, the Sub-Contractor agrees to and warrants that it shall comply fully, at its own expense, with the Applicable Laws and that unless otherwise agreed between the parties, it has and shall maintain the Required Standards.
Limitation of Liability – Special Attention is Drawn to this Clause
1. References to liability under this clause include every kind of liability arising under or in connection with this Agreement, including liability:
  1. in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
  2. arising out of any use made of the Subcontract Works by Switch Property or a third party.
2. Nothing in this Agreement shall limit or exclude either party’s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
  4. any matter in respect of which it would be unlawful to exclude or restrict liability.
3. Subject to clause 12.2:
  1. Switch Property shall under no circumstances whatsoever be liable to the Sub-Contractor for any:
    1. loss of profit;
    2. loss of goodwill;
    3. loss of business;
    4. loss of business opportunity;
    5. loss of anticipated saving;
    6. loss or corruption of data or information; or
    7. Losses of an indirect, special or consequential nature; and
  2. Switch Property’s total liability to the Sub-Contractor in respect of all other Losses pertaining to a particular element of the Subcontract Works shall in no circumstances exceed ninety (90) percent (%) of the total Charges paid by Switch Property to the Sub-Contractor for those Subcontract Works.
Indemnity – Special Attention is Drawn to this Clause
1. The Sub-Contractor shall indemnify Switch Property, keep Switch Property indemnified and hold Switch Property harmless from and against any and all Losses suffered or incurred by Switch Property arising out of or in connection with this Agreement and the Sub-Contractor’s provision of the Subcontract Works, including but not limited to:
  1. any breach of the Subcontractor of the terms of the Agreement;
  2. any claim made against Switch Property for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the Subcontract Works or use of the Subcontract Works;
  3. any claim made against Switch Property by a third party arising out of, or in connection with, the Subcontract Works; andany claim made against Switch Property by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Subcontract Works.
Termination
1. Without limiting its other rights or remedies, either party may terminate the Agreement (in whole or in part) with immediate effect by giving written notice to other if:
  1. the other party commits a material breach of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
  2. the other party repeatedly or persistently breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  4. the other party (being a company or limited liability partnership) takes any step or action in connection with its entering administration, provisional liquidation or ay composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  5. the other party takes any step or action in connection with it being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or (being a company or limited liability partnership) ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  6. the other party suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business;
  7. the other party’s financial position deteriorates to such an extent that in the notifying party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy;
  8. (in the case of Switch Property) the Sub-Contractor (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation; or
  9. (in the case of Switch Property) the Sub-Contractor breaches clause 3.
2. On termination or expiry of this Agreement (or the applicable part), the Sub-Contractor shall promptly:
  1. return to Switch Property all Switch Property Materials, equipment, documents (and any copies), Confidential Information, and property belonging to Switch Property that the Sub-Contractor had supplied to it in connection with the Subcontract Works under this Agreement;
  2. erase all of Switch Property’s Confidential Information from its computer systems (to the extent possible);and
  3. on request, certify in writing to Switch Property that it has complied with the requirements of this clause 14.2.
3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
Collateral Warranties
1. Within five Business Days of receiving a written request from Switch Property, the Sub-Contractor shall enter into a collateral warranty in favour of any third party with an interest in the Subcontract Works identified by Switch Property in its written request, in the form notified by Switch Property to the Sub-Contractor.
Confidentiality
1. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and Subcontract Works which the receiving party may obtain.
2. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement.
3. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
Force Majeure
1. Switch Property shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from a Force Majeure Event.
2. Switch Property shall notify the Sub-Contractor within a reasonable period of time of any Force Majeure Event and Switch Property shall use reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
3. If a Force Majeure Event prevents, hinders or delays Switch Property’s performance of its obligations for a continuous period of more than thirty days, Switch Property may terminate the Agreement immediately by giving written notice to the Sub-Contractor.
Notices
1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party:
  1. in the case of:
    1. Switch Property, at Switch Property’s Premises; or
    2. the Sub-Contractor, its registered office (if it is a company) or its principal place of business (in any other case),
      and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service or commercial courier; or
  2. the following email address:
    1. dean@switchpropertygroup.com in the case of Switch Property; or
    2. the email address referred to in this Agreement in the case of the Sub-Contractor,
      or such other address as that party may have specified to the other party in writing in accordance with this clause.
2. A notice or other communication shall be deemed to have been received, if delivered:
  1. personally, when left at Switch Property’s Premises;
  2. by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
  3. by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
  4. by email, on the second Business Day after transmission.
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
General
1. Assignment and other dealings.
  1. the Sub-Contractor may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of Switch Property.
  2. Switch Property may at any time assign, transfer, mortgage, charge, subcontractor or deal in any other manner with all or any of its rights or obligations under the Agreement.
2. Severance
  1. if any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted from this Agreement. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to agree a replacement provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
3. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
4. Third Parties. A person who is not a party to this Agreement shall not have any rights to enforce its terms.
5. Variation. Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
6. Governing Law & Jurisdiction.
  1. Notwithstanding any other provision of the Agreement either party may refer a dispute arising under the Agreement to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations, which Part shall take effect as if it was incorporated into the Agreement. The adjudicator shall be appointed by the President of Royal Institution of Chartered Surveyors in default of agreement between the parties (the ‘President’), to determine such dispute upon such manner and upon such terms as shall be agreed between the parties or in default of agreement, then as determined by the President.
  2. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
  3. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE – SITE RULES

General Site
The correct fire extinguisher is to be used for the correct purposes in each location in relation to the Works taking place:
water (for use on wood, paper, fabrics etc);
foam (for use on flammable liquids, oils, fats, spirits etc);
powder (for use on all risks, including electric & flammable liquids); and
CO2 (For use on electrical & flammable liquid fires), wet chemicals (specifically for use on fires in deep fat fryers).
The allocated area/s will be kept clean and tidy always and will contain the required amenities. Any welfare facilities which are used will be appropriately signed as such.
Site Boundary
The Sub-Contractor shall make good all damage and disturbance to the public and private roads and footways, kerbs, and the like to the entire satisfaction of the local authority, public or private owners.
The Sub-Contractor shall comply with all Police Regulations or instructions and the Road Traffic Act in relation to;
parking;
keeping roads and footpaths clean, free from mud and debris and clear of all obstructions caused by materials and plant; and
conveyance of plant and materials to and from the site.
The Sub-Contractor shall confine its employees, suppliers or Subcontractor Material, plant, and equipment within the Site.
Communication
The Sub-Contractor shall:
comply with any reasonable requests from the adjoining owners and make all efforts to maintain good relations with Site neighbours throughout the duration of the Works;
comply with any reasonable requests from the public.
Behave in a responsible and respectful manner and respectfully communicate with others on site
The Sub-Contractor shall maintain effective and formal communications during the performance of the Works.
Equipment
The Sub-Contractor shall provide all necessary protection to all external walls, windows, doors etc of any property relevant to the Site during the performance of the Works.
The Sub-Contractor shall ensure all Subcontractor Materials and where relevant Swich Property’s Materials are secured at the end of the working day or when the Site is left unattended to eliminate the potential for vandalism, damage and arson.
Ensure they protect and take responsibility for all items and materials free issued to them
Housekeeping
1. Sub-contractors will follow a well-considered waste management plan, as notified to it in writing from time to time.
2. The correct skip (as provided by Switch Property) is to be used for the specific waste to be disposed of in each location relative to the Works taking place.
3. Fire exit corridors / stairs must always be kept clear.
4. The Site area and access routes will be kept tidy and accessible at all times.
5. Waste will be segregated on Site so that it can be recycled when removed from Site via the designated access roads and all waste transfers will be documented in the Site file.
6. The Sub-Contractor shall ensure there are no fragile materials on site and that any new materials are correctly stored.
7. The Sub-Contractor shall ensure that any deliveries are scheduled at appropriate times to minimise disruption.
8. Storage of potentially hazardous materials is strictly controlled by the Sub-Contractor, and it shall ensure that it only brings the minimum required amount to Site. The Sub-Contractor remove hazardous materials at the end of each day into the Sub-Contractor’s vehicle.
9. Sub-Contractor Materials which are required to be kept in storage on site overnight are kept in a well-ventilated locked store area.
Services
1. The Sub-Contractor shall ensure that:
  1. all services that are to be worked on or adjacent to the Work should be isolated prior to task;
  2. appropriate warning notices are held within the Site data files;
  3. all the appropriate Works permit(s) shall be prepared and issued;
  4. it will identify and mark up any isolated services;
  5. CAT scan is completed prior to commencement of strip out, minor demolition, and digs to check that live services are not in situ.
Health and Safety
1. The Sub-Contractor shall provide tarpaulins and all necessary coverings and take adequate precautions to keep the Works free from damage by frost, wind, rain or snow during the progress of the Works and clear away on completion.
2. It is the Sub-Contractors responsibility to manage on a daily basis the below items and ensure there are adequate records available on Site for the monitoring of this.
3. Any changes to the Site Rules or procedures in respect of emergency will be clearly detailed, both verbally and in written form where appropriate, to all Site operatives.
4. Any hot works carried out on site will require a permit to work. No hot work will be carried out in the presence of substances that are solvent based or that are classed as flammable or highly flammable, or near to any open effluent drains. Any hot works undertaken will cease at least 1 hour prior to leaving the site and a fire watch will be deployed to check that all is secure.
5. Ladders shall only be used as a means of accessing a work platform and are not to be used as a work platform. If used for a short period, then they must be footed. Ladders are to be inspected on a regular basis and a record of the inspection maintained by the Sub-Contractor.
6. Step ladders are only to be used for short duration low height work, (less than 2 metres). They shall be set up on firm level ground and have their stabilising folding hinges fully engaged. Step ladders shall be in good condition and fit for the work being undertaken.
7. Step ladders shall be long enough to avoid standing on the top step unless the top step is designed with perimeter handrail. They shall only be used at right angles to the work and shall be moved regularly to avoid overreaching. Step ladders are to be inspected on a regular basis and a record of the inspection maintained.
8. Manual handling of equipment, tools and materials will only be carried out if all alternative options have been rejected for a valid reason. If manual handling is the only alternative, then no operative will be expected to lift more than they are comfortable lifting and not to exceed 20Kg.
9. Any changes to a method of performance of the Works shall be documented and the change endorsed by contract administrator before the work is executed.
10. An assessment is always to be made as to the suitability of any access requirements. Consideration also needs to be given to other Works being undertaken in the same vicinity as any work at height and the safety of operatives at lower levels.
11. If there are any doubts in respect of any element of the Work that may have an impact on the existing structure, the Sub-Contractor will immediately notify Switch Property, and Switch Property will advise on the appropriate next steps.
12. Noise shall be kept down to as low a level as can be practically attained. The use of excessively noisy tools is to be avoided or restricted to agreed times. Mufflers and acoustic enclosures shall be used when necessary.
13. The BS 5228 regulations ‘Noise Control on Construction Sites’ is to be complied with at all times.
14. Any form of shock or vibration is to be prevented from being transmitted to other buildings.
15. The Sub-Contractor shall provide all necessary Site signage required to comply with the Site set up, site building access strategy and site deliveries.
16. All loose fine materials that can be transferred by foot or by draughts, will be vacuumed up as work proceeds.
17. Operatives will use a FFP3 mask when vacuuming and when cutting materials will use with M or H HEPA filters.
18. Operatives will be swapped for every 30 minutes of exposure to vibration. With this being 1 days for hand tools, 2 hours for rotary tools and 30 minutes for percussion tools.
19. The Sub-Contractor shall notify Switch Property of all accidents and incidents relating to the performance of the Works. Reportable Injuries Diseases Dangerous Occurrences Regulations (RIDDOR) incidents and accidents will be investigated by a party nominated by Switch Property and the Sub-Contractor’s retained health and safety advisors. There will be a report showing findings of Switch Property’s investigation and where required reported to the HSE F20581E. In the event of a RIDDOR incident/accident the Sub-Contractor will inform Sw contacts to health and safety as per the moral and procedures requirements.
20. Noise, dust and vibration will be reduced as much as practicable by using the best option tools which are designed to keep these risks to a minimum. In addition to this gloves and ear defenders will be a mandatory requirement when using tools that produce noise or vibration.
21. Any design changes shall be subject to a documented change control review, which shall identify the Health and Safety, as well as the technical and financial impact of the change. All design changes shall be assessed for risk potential. All design changes shall be advised to Switch Property
22. Any Sub-Contractors failing to adhere to the procedures contained within this document or allowing unsafe working practices on any Works under their control will be subject to an immediate review of their appointment.
General Site Rules
1. The Sub-Contract is responsible for the health and safety of its personnel (including any consultants or personnel).
2. The Site is a no smoking site.
3. No alcohol or drugs are to be used or allowed on the Site at any time.
4. Only trained and authorised personnel can operate plant, tools and machinery ,and shall not be used by personnel who are impaired by ill- health, poor vision.
5. The Sub-Contractor shall ensure it, and all of its employees possess the necessary qualifications for the proper performance of the Subcontract Works, and that they are adequately trained to operate any required tools and machinery.
6. The Sub-Contractor shall maintain all plant, machinery and tools used during the performance of the Works, and shall be responsible for operating this within its safe operating limitations.
7. All security and safety for plant, machinery & tools are the Sub-Contractor’s responsibility.
PPE
1. When on Site, the Subcontractor shall (at its sole cost) ensure that:
  1. High Visibility Clothing;
  2. Safety Helmets;
  3. Safety Boots;
  4. Protective Gloves and Glasses;
  5. Ear Protection; and
  6. appropriate PPE,
is worn at all times.