Terms and Conditions of Business
Definitions
“Synactic” means Synactic Ltd of: Gretton House,
“Client” means any party entering into a contract with Synactic upon the Terms and Conditions specified herein.
1. All work undertaken by Synactic on behalf of the Client is subject to these Terms and Conditions and all other conditions, warranties and representations express or implied, or otherwise, are hereby excluded. Any work undertaken, or instruction accepted, by Synactic on behalf of the Client shall constitute an offer to contract on these Terms and no addition, amendment or modification thereto shall be effective unless expressly agreed to in writing by an authorised representative of Synactic. The Client agrees to be bound by these Terms and Conditions and, by placing an order or instruction with Synactic, shall be deemed to have accepted them. Synactic may modify these Terms and Conditions, discontinue or revise the Services, or any element of them, at its sole discretion at any time, with immediate effect without prior notice, and the Clients continued use of Synactic’s business services (“the Services”) constitutes acceptance of any such amendment.
2. Synactic will accept instructions from the Client for the provision of the Services which will include instructions to undertake Searches and/or other associated activities, including the arrangement of related insurances, as specifically set out in writing on Synactic’s Acknowledgement of Order which usually would involve land, property or other structures. Provision of the Services may also extend to include search activities of other commercial and business interest, as well as other commercial services provided by Synactic. It is agreed that these instructions will be accepted on the basis that the Client will be liable for all costs and associated expenses incurred by Synactic in carrying out the work ordered. No contract shall be entered into until Synactic issues its Acknowledgement of Order describing the work to be undertaken, the charges thereof and an estimate of time for delivery of the Services. Synactic reserves the right to refuse to accept any order or instruction at any time.
3. Synactic may also supply the Client with Third Party products and services. More particularly, Synactic will include as part of the Services the provision of “Local Authority Search Indemnity Insurance” for the benefit of its Clients. Synactic will also procure and arrange, on the Client’s specific request, Chancel Liability Insurance, Residential Contaminated Land Insurance and other Search related cover. The supply of such insurances and any other Third Party products will be governed by the terms & conditions of the relevant Third Party and, where appropriate, the Rules of the Financial Services Authority, by whom Synactic is authorised and regulated.
4. It is agreed that, in respect of all work undertaken by Synactic on behalf of the Client, that Synactic are providing the Services only on the basis that the Client supplies or makes available all necessary information for Synactic to carry out the Services requested, and this will include the provision of suitable location plans and/or other necessary documentation or material, all of which will be of good, accurate quality and be fit for their intended purpose.
5. Synactic will not be liable to the Client in the event that Synactic are unable to perform an obligation or to carry out the Services on behalf of the Client due to any factor outside the control of Synactic, including but not limited to: acts of God, industrial action, the default or failure of a Third Party, war or any other government action. In the event, Synactic is so prevented from providing the Services it shall notify the Client forthwith. In the event that the delay continues for a period in excess of 180 days, either party may terminate the order/instruction.
6. All communications between Synactic and the Client and all information and other material supplied to or received by, Synactic from the Client which is either marked “confidential” or is by its nature intended to be exclusively in the knowledge of Synactic and the Client alone, shall be kept confidential, unless or until both parties agree that it is, or part of it is, in the public domain, whereupon to the extent that it is public, this obligation shall cease. Notwithstanding the forgoing, information otherwise confidential may be disclosed to the extent that is bona fides necessary to disclose the same or part thereof for the purpose of the proper performance of the work that is being undertaken or to the extent required by law or the Financial Services Authority or any Court of competent jurisdiction.
7. It is hereby agreed that the Services are for the exclusive use of the Client and the Client’s customers and that no liability of whatsoever nature and/or however caused will pass to Synactic which may arise from any other party that has taken it upon themselves to rely on any information that may have been contained in the Services. The Services are provided for the exclusive benefit of the Client and/or its customers and the Client nor its customers shall disclose the same to any other party without the prior written consent and, where applicable, payment of an additional fee to Synactic.
8. A person who is not a party to any contract made pursuant to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of such contract.
9. Irrespective of any payment arrangements that the Client may have with its customers, the Client is solely responsible for payment of all Synactic’s charges within 7 days from the date of Synactic’s invoice. In the event that any invoice is not so paid, Synactic may, at their sole discretion, suspend the provision of any further Services to the Client, refuse any further order (and notify its associates accordingly) and/or levy interest on the outstanding charges at a rate of 3% above Barclays Bank Plc base rate from the date such charges are due until the date of payment, whether before or after any Court Order or Judgement.
10. Synactic Ltd maintains and has ongoing contractual and standalone business relationships with various persons and companies involved in the conveyancing process within the
11. Synactic shall carry out all work that is undertaken with all reasonable diligence and accuracy and will expedite all requests for the provision of the Services in the most efficient manner, although it is noted that time shall not be of the essence in delivery of the Services.
12. The Client acknowledges and agrees that the information and data supplied in the Services are derived from publicly available records and other Third Party sources and Synactic does not warrant the accuracy or completeness of such information or data, and the data supplied in the Services are derived solely from the sources specifically cited. Synactic does not claim that these sources represent an exhaustive list of all sources that might be consulted or does it guarantee that all past or current land uses will be identified by the Services. The Services are professional business to business services not intended for use by persons other than those skilled in the use of property and environmental information Synactic shall not be responsible for errors or corruptions in the Services resulting from inaccuracies or omissions in data supplied to it by Third Parties.
13. The Client acknowledges and agrees that all intellectual property rights in the Services are and shall remain owned by Synactic or its suppliers and nothing in these Terms and Conditions purports to transfer, assign or grant any rights to the Client in respect of those intellectual property rights. The Client and any person to whom it discloses the Services agrees they will not attempt to effect any modification, merger or change to the Services, nor permit any other person to do so, nor will they copy, use, market, resell, distribute, merge, alter or add anything to the Services, nor interfere with any trade mark or other proprietary markings on the Services; and the Client agrees to fully indemnify Synactic against any claims, losses or other damages suffered by Synactic as a result of any breach of these obligations.
14. Synactic provides warranties and accepts liability only to the extent stated in this Clause 14. Nothing in these Terms and Conditions excludes either party’s liability for death or personal injury caused by that party’s negligence or wilful default. As most of the information contained in the Services is provided to Synactic by others, Synactic cannot control its accuracy or completeness nor it is within the scope of the Services to check the information on the ground. Accordingly, and subject to the foregoing, Synactic will only be liable to the Client for any loss or damage caused by its negligence or wilful default and neither Synactic nor any Third Party providing information shall, in any other circumstances, be liable for any inaccuracies, faults or omissions in the Services, nor shall Synactic have any liability for services used otherwise than in accordance with these Terms and Conditions. Save as precluded by law, Synactic shall not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, loss of contracts, business or goodwill, or any other type of special, indirect or consequential loss) howsoever arising. No person may rely on the Services more than 12 months after their original date, and subject to the foregoing, Synactic shall have no liability to the Client after such date. In any event, the maximum liability of Synactic shall be limited to either the sum of £50,000 or the total cost of the Services carried out, which form the subject of the complaint, whichever is the lower.
15. The copyright and intellectual property rights in the Report shall remain our property. The Customer and Client agree to respect and not to alter any trademark, copyright notice or trading name which appears on the Report. The Customer and Client agree to indemnify us against any costs, claims and damage suffered by us as a result of any breach by them of the copyright terms in the above paragraphs. This report for the purpose of a Home Information Pack may be copied/reproduced for its inclusion by the seller or a person acting as an agent. A responsible person may copy or issue a copy of the search report for the purposes of complying with the HIPs (No. 2) Regulations 2007 and the Housing Act 2004.
16. The local authority will be liable for any negligent or incorrect entry in the records searched. The firm will be liable for any negligent or incorrect interpretation of the records searched, or recording of that interpretation in the report.
17. The relevant provisions of this contract may be enforced equally by the seller, a potential or actual buyer or a mortgage lender, and in their own right, whether or not they are a party to the contract.
18. The search report has been prepared with reasonable care and skill.
19. Run off cover is provided by the insurer – Simply Business, Glemham Underwriting Limited.
20. If any of term is held to be invalid or unenforceable, that provision or part of that provision shall be taken to be removed from these terms and the remaining terms will continue in full force and effect. These terms shall be governed by English law and shall be subject to the jurisdiction of the English Courts.