Sales Terms And Conditions

Commercial Terms, Project Protocols & Conditions of Engagement

1. Definitions
In these Terms:

"Company" means Longnor Heritage Ltd (Company Number 12805615).

"Client/Employer" means the person, company, trust, organisation, or entity instructing the Company.

"Quotation/Proposal" means the Company's written quotation, proposal, scope document, fee estimate, commercial submission, specification, schedule, or written instruction.

"Services" means consultancy, advisory, surveying, heritage, conservation, management, design coordination, contract administration, construction, repair, installation, maintenance, or related services provided by the Company.

"Works" means physical construction, repair, conservation, installation, demolition, enabling works, or site activities undertaken by the Company.

"Site" means the property or land where the Services or Works are undertaken.

"Contract Sum" means the agreed value of the Services and/or Works together with any Variations.

"Variation" means any alteration to the scope, quantity, specification, sequence, timing, compliance obligations, design information, access arrangements, or execution of the Works.

"Practical Completion" means the stage at which the Works are substantially complete notwithstanding minor defects, omissions, snagging items, or adjustment works not materially affecting beneficial occupation or use.

"Interim Application" means an interim valuation, payment application, payment notice, or request for payment issued by the Company.

"Statutory Consents" means any planning permission, listed building consent, Building Regulations approval, conservation consent, licence, permit, ecological approval, or statutory authorisation required for the Works.
 

2. Basis of Contract
2.1 These Terms apply to all Services and Works supplied by the Company unless otherwise agreed in writing.

2.2 Acceptance of a Quotation/Proposal, written instruction to proceed, payment of a deposit, issue of a purchase order, or permitting commencement of Services or Works shall constitute acceptance of these Terms.

2.3 These Terms together with the Quotation/Proposal constitute the entire agreement between the parties unless superseded by a formal building contract executed by both parties.

2.4 These Terms are intended to operate consistently with the principles commonly found within JCT building contracts.

2.5 Where no formal building contract is executed, these Terms together with the Quotation/Proposal shall constitute the contract between the parties.

2.6 In the event of discrepancy, the following order of precedence shall apply:

Signed Contract or Formal Acceptance
Agreed Variations
Quotation/Proposal
Specifications and Schedules
Drawings
These Terms & Conditions
2.7 The Company reserves the right to engage subcontractors, consultants, suppliers, and specialist trades where reasonably necessary for delivery of the Services or Works.

2.8 The Client/Employer may not assign or transfer the agreement without prior written consent from the Company.

2.9 Electronic approvals, email instructions, digital signatures, and electronic communications may be relied upon by the Company for contractual and evidential purposes.

2.10 Nothing within these Terms affects statutory consumer rights where applicable.
 

3. Consultancy, Surveys & Professional Advice
3.1 Consultancy services may include heritage advice, surveys, defect analysis, conservation guidance, specifications, procurement advice, contract administration, project coordination, and related professional services.

3.2 The Company shall exercise reasonable care and skill consistent with the standards reasonably expected of a specialist heritage contractor.

3.3 Unless expressly stated otherwise:

•inspections are visual and non-intrusive only;
•concealed defects may exist;
•opening-up works are excluded;
•no structural engineering advice is provided;
•no warranty is given that statutory approvals will be obtained;
•and no fitness for purpose obligation is accepted.
3.4 The Company shall be entitled to rely upon drawings, reports, surveys, asbestos information, utility records, specifications, structural information, ecology information, and related documents prepared by others.

3.5 The Company shall not be responsible for inaccuracies or omissions within information supplied by third parties.

3.6 Reports, drawings, schedules, specifications, photographs, and associated documents remain the intellectual property of the Company unless otherwise agreed in writing.

3.7 Documents prepared by the Company may not be reused, reproduced, or relied upon for other projects without prior written consent.
 

4. Heritage & Existing Building Risks
4.1 Historic and traditional buildings are inherently variable in condition, construction, and performance.

4.2 Hidden defects, decay, trapped moisture, timber deterioration, undocumented alterations, structural weakness, hazardous materials, and inappropriate historic repairs may exist and may not be reasonably discoverable prior to opening up.

4.3 Discovery of hidden conditions may constitute a Variation and may entitle the Company to additional time and payment.

4.4 Exact matching of existing materials, finishes, colours, textures, timber, masonry, lime work, plaster, or decorative details cannot be guaranteed.

4.5 The Company shall seek where reasonably practical to follow recognised conservation principles including:

•repair before replacement;
•minimum intervention;
•use of breathable materials;
•compatibility with historic fabric;
•and sustainable conservation practice.
4.6 The Company does not warrant that historic buildings will achieve modern standards of thermal efficiency, airtightness, sound insulation, accessibility, moisture resistance, or energy performance unless expressly agreed in writing.
 

5. Works & Construction Services
5.1 The Company shall carry out the Works using reasonable care and skill.

5.2 Programme dates are estimates only unless expressly agreed otherwise in writing.

5.3 The Company shall be entitled to reasonable extensions of time and adjustment to the Contract Sum where delays arise from:

•hidden defects;
•weather;
•statutory authorities;
•conservation requirements;
•Building Control requirements;
•delayed client decisions or approvals;
•ecology or wildlife restrictions;
•labour shortages;
•material shortages;
•utility delays;
•supply chain disruption;
•variations;
•or circumstances beyond reasonable control.
5.4 Historic and traditional construction may naturally experience movement, cracking, shrinkage, lime bloom, timber movement, settlement, or weathering which shall not automatically constitute defects.

5.5 The Client/Employer shall provide:

•safe and adequate access;
•electricity and water where reasonably required;
•clear working areas;
•unobstructed access during agreed working hours;
•and reasonable site facilities where applicable.
5.6 Unless expressly included within the Quotation/Proposal, the following are excluded:

•planning fees;
•statutory fees;
•structural engineering;
•specialist consultants;
•party wall matters;
•archaeology;
•utility upgrades;
•temporary accommodation;
•security systems;
•and specialist testing.
5.7 Site security remains the responsibility of the Client/Employer unless expressly agreed otherwise in writing.

5.8 The Company reserves the right to recover reasonable costs associated with remobilisation, abortive visits, downtime, disruption, restricted access, or suspension.

5.9 Materials delivered to Site become the Client/Employer's responsibility for theft, vandalism, or damage unless caused by the Company's negligence.

5.10 The Company may propose reasonable substitutions where materials become unavailable or impractical.

5.11 Where the Site remains occupied during the Works, dust, noise, vibration, temporary loss of services, and general disruption are unavoidable consequences of construction activity.
 

6. Statutory Compliance, Dutyholders & Building Safety
6.1 The parties acknowledge that projects may fall within obligations arising under:

•the Construction (Design and Management) Regulations 2015;
•the Building Regulations;
•and the Building Safety Act 2022.
6.2 The Company shall assume the role of Principal Contractor and/or Principal Designer only where expressly agreed in writing.

6.3 Unless expressly agreed otherwise, the Client/Employer remains responsible for ensuring competent designers, consultants, and statutory dutyholders are appointed where required.

6.4 The Company shall be entitled to rely upon information prepared by others including drawings, calculations, specifications, surveys, and compliance information.

6.5 The Company shall not be responsible for design adequacy unless expressly stated in writing.

6.6 The Company operates competency management systems, RAMS procedures, digital compliance systems, and task-based health and safety management processes intended to support compliance with applicable legislation.

6.7 The Company may maintain digital records including:

•photographs;
•inspections;
•task instructions;
•compliance records;
•RAMS acknowledgements;
•communication logs;
•and project documentation.
6.8 The Company reserves the right to suspend work where unsafe conditions, incomplete design information, hazardous materials, or statutory compliance concerns arise.

6.9 Additional statutory obligations, inspections, sequencing restrictions, or compliance requirements arising after the date of the Quotation/Proposal may constitute Variations.
 

7. Statutory Consents, Ecology & Client Responsibilities
7.1 Unless expressly agreed otherwise in writing, the Client/Employer remains responsible for obtaining all Statutory Consents including Planning Permission, Listed Building Consent, Conservation Area Consent, Tree Preservation Order consents, and all ecological approvals.

7.2 The Client/Employer shall ensure the Company is provided with all relevant:

•surveys;
•asbestos information;
•structural information;
•ecology information;
•utility records;
•drawings;
•and statutory approvals.
7.3 Failure to provide relevant information may affect programme, pricing, and compliance obligations.

7.4 The Company shall not be responsible for delays or losses arising from failure to obtain Statutory Consents unless expressly agreed otherwise in writing.

7.5 The Client/Employer acknowledges that historic, rural, agricultural, and traditionally constructed buildings may contain protected species including bats, nesting birds, reptiles, amphibians, and other protected wildlife.

7.6 Where protected species, evidence of protected species, or ecological concerns are identified, the Company may suspend or modify the Works pending specialist advice, surveys, licences, mitigation measures, or statutory approvals.

7.7 Any resulting delay, disruption, resequencing, specialist attendance, mitigation works, or additional compliance obligations may constitute a Variation and may entitle the Company to extensions of time and adjustment to the Contract Sum.

7.8 Unless expressly agreed otherwise in writing, the Company does not undertake ecological consultancy services and shall be entitled to rely upon specialist ecological advice provided by others.
 

8. Pricing, Variations & Payment
8.1 All prices are subject to VAT where applicable.

8.2 The Company may require deposits, advance payments, stage payments, or payment for materials prior to procurement.

8.3 Unless otherwise agreed: consultancy invoices are payable immediately upon receipt; construction invoices are payable within 14 days.

8.4 No retention shall apply unless expressly agreed otherwise in writing.

8.5 Variations shall be valued on a fair and reasonable basis.

8.6 The Company may suspend Services or Works immediately where payment becomes overdue.

8.7 Suspension for non-payment may entitle the Company to: extensions of time; remobilisation costs; revised pricing; storage charges; and recovery of associated losses.

8.8 The Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

8.9 Ownership of materials and documents supplied by the Company shall remain with the Company until payment is received in full.

8.10 Where the Client/Employer is legally required to make deductions under the Construction Industry Scheme, such deductions shall only be made strictly in accordance with HMRC requirements.

8.11 The Client/Employer shall provide all payment and deduction statements required by law promptly upon making payment.

8.12 Unless legally required otherwise, all sums due under this agreement shall be paid gross and without deduction, set-off, withholding, or retention.
 

9. Practical Completion & Defects
9.1 Practical Completion may be deemed to occur where the Works are substantially complete notwithstanding minor defects or snagging items.

9.2 Occupation or beneficial use of the Works may constitute Practical Completion.

9.3 The Company shall provide a workmanship warranty period of 12 months from Practical Completion.

9.4 The warranty applies only to workmanship directly undertaken by the Company.

9.5 The warranty excludes:

•normal movement;
•shrinkage;
•weathering;
•condensation;
•movement of historic fabric;
•lime bloom;
•efflorescence;
•aesthetic matching issues;
•defects arising from retained historic construction;
•and defects caused by others.
9.6 The Company shall be given reasonable opportunity to inspect and remedy alleged defects before others are instructed.
 

10. Limitation of Liability & Insurance
10.1 Nothing within these Terms excludes liability for death or personal injury caused by negligence, fraud, or liabilities which cannot legally be excluded.

10.2 Subject to clause 10.1, the Company shall not be liable for indirect or consequential loss, loss of profit, loss of opportunity, financing costs, reputational damage, or business interruption.

10.3 The Company's total liability shall not exceed the lesser of: the Contract Sum; the fees paid for consultancy services; or the level of insurance maintained by the Company.

10.4 No liability is accepted for hidden defects or conditions not reasonably discoverable.

10.5 The Company maintains appropriate insurance policies and details may be provided upon request.
 

11. Suspension, Cancellation & Termination
11.1 Domestic Clients may cancel within statutory consumer cooling-off periods where applicable.

11.2 The Company may recover reasonable costs incurred prior to cancellation.

11.3 The Company may suspend or terminate Services or Works immediately where: invoices remain unpaid; unsafe conditions arise; access is denied; statutory non-compliance occurs; or material breach takes place.
 

12. Non-Solicitation
12.1 The Client/Employer shall not directly employ or solicit employees or regular subcontractors of the Company during the engagement and for 12 months thereafter.
 

13. Photography, Digital Records & Marketing
13.1 Unless instructed otherwise in writing, the Company may use non-confidential project photographs for marketing, tenders, case studies, awards, website content, and professional portfolios.

13.2 Project records and compliance information may form part of the project "golden thread" and may be retained by the Company for contractual, statutory, insurance, and legal purposes.
 

14. Data Protection
14.1 Personal data shall be processed in accordance with UK GDPR and the Data Protection Act 2018.
 

15. Force Majeure
15.1 The Company shall not be liable for delay or failure arising from circumstances beyond reasonable control including weather, pandemics, supply chain disruption, labour shortages, governmental action, utility failures, cyber incidents, or statutory intervention.
 

16. Dispute Resolution & Governing Law
16.1 The parties shall attempt to resolve disputes through negotiation, mediation, or adjudication prior to commencing formal proceedings.

16.2 The parties acknowledge the right to refer disputes to adjudication under the Housing Grants, Construction and Regeneration Act 1996 where applicable.

16.3 These Terms shall be governed by the laws of England and Wales.

16.4 The courts of England and Wales shall have exclusive jurisdiction.