Proposal Terms and Conditions
Timber Age Systems, Inc. Terms and Conditions
These Terms and Conditions are the standard terms which apply to the provision of all services by Timber Age Systems, Inc., a company registered in Colorado, Federal Tax ID 82-4065127. Business mail for Timber Age Systems, Inc. is received at PO Box 4494, Durango, CO 81302 and the physical office for Timber Age Systems, Inc. is located at 14 Sage Hill Court, Durango, CO, 81301.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “Agreement” means the contract into which you and we will enter if you accept our Proposal. The Agreement will incorporate, and be subject to, these Terms and Conditions; “Consumer” means a consumer as defined by the Federal Trade Commission; “Client” means you, the party accepting our estimate or Proposal or placing an order with us. Where an individual is entering into this Agreement on behalf of a business, the individual confirms they have the authority to enter into this Agreement on behalf of that business and the business will be the Client in the context of this Agreement; “Project” means the development project as detailed in our Proposal, in relation to which we are to render our Services; “Proposal” means the proposal we give to you in accordance with clause 2 detailing the Services we will provide to you and the fees we will charge; “Services” means the Services we will provide as specified in the Agreement or otherwise agreed between the Parties; and “Site” means the site at which construction is to take place for the Project.
1.2 Each reference in these Terms and Conditions to:
1.2.1 “we”, “us” and “our” means the Company and includes all employees, agents and sub-contractors of ours;
1.2.2 “you” and “your” means the Client;
1.2.3 “writing” and “written” includes emails;
1.2.4 a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.5 a "Party" or the "Parties" refer to the parties to these Terms and Conditions;
1.2.6 “these Terms and Conditions” is a reference to these Terms and Conditions; and
1.2.7 a clause or paragraph is a reference to a clause of these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation. Words signifying the singular number will include the plural and vice versa. References to any gender will include the other gender. References to persons will include corporations.
2.1 We will prepare and submit a Proposal to you which will set out the Services to be carried out and our fee for doing so. This will be provided in the form of email or via post. Any price we provide will be valid for 30 days unless otherwise stated, and our Proposal will constitute our entire scope of works or part works. You may make changes to the Proposal before accepting it. You may accept the Proposal verbally or in writing.
2.2 By accepting our Proposal (whether verbally or in writing), or placing an order with us, you are accepting these Terms and Conditions and a legally binding Agreement incorporating these Terms and Conditions will be formed between you and us.
2.3 No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
2.4 Our Proposal is based on the information you provide to us at the time we prepare it. Should any errors or discrepancies become evident which affect our order value, we reserve the right to make adjustments to it.
2.5 Our Proposal is based on our Services being carried out during normal working hours (Monday to Friday, 8am – 5pm excluding bank holidays). Works required outside of these hours may incur additional costs.
3. Cost Planning and Estimating Services
3.1 We will provide you with an estimated turnaround time for your estimate, when we provide our Proposal. This is subject to the order being received by us on the same day as our Proposal date. If our Proposal is not accepted on the same day, any turnaround time will be subject to change. Time will not be of the essence for the performance of our Services.
3.2 Payment of 50% of the proposed project amount is required before we will commence our Services. We will commence work as soon as the payment has been received and therefore reserve the right to charge the full order value (and no refund will be offered) should you cancel your order at any time after our Proposal has been accepted.
3.3 Any proposal we provide will be based on information provided by you in the “Client Profile Form” or if no form is issued, it will be based on your replies to any questions we send you or any information you provide via email, post or phone. If you are a returning Client, we will use information supplied to us previously, unless you expressly request otherwise. We will not check the information against site requirements, local conditions, building regulations or third party information. It is assumed for the purposes of estimating that plans supplied are accurate and approved by planning and building regulations and any/all statutory undertakings where relevant.
3.4 We provide budget costs for mechanical and electrical work, which should be checked by you and your specialist contractors. We will state any relevant assumptions and exclusions on documents we provide to you.
3.5 Any items not mentioned in our documents have been excluded.
3.6 We will provide a first draft of your estimate and will require your feedback within 7 working days. It is your responsibility to check the estimate at every stage for any changes you may require, together with any errors or omissions. Subject to availability, we will endeavor to make any changes to the estimate within 2 working days of receiving your comments. Please note this will not include any design amendments.
3.7 Once the final draft has been provided, any further amendments required, such as additional documents or design changes will be subject to additional fees, chargeable at our current hourly rate in effect at the time. We will also charge for changes to your finished estimate required as a result of insufficient information provided by you in the way of plans, specifications or other details. A minimum charge of 1 hour will apply and payment will be required in advance of any changes being made.
3.8 All estimates will be provided in PDF form and printed copies may be requested.
3.9 We offer a free thirty minute telephone consultation to discuss the estimate provided. Any advice required beyond this will be chargeable.
3.10 We accept no liability for any item lost in the post. Any drawings or plans posted to us should be full-sized copies of the originals.
3.11 Our Services are to provide cost plans and estimates only and we cannot guarantee or accept responsibility for any variations in the actual build cost. All our estimates are based on rates provided to us by you and our cost plan prices are based on build cost information resources. We will not verify whether or not information provided by you or third parties on your behalf is correct. We may provide professional advice and recommendations in relation to the Services, such as estimates of quantities needed and the suitability of materials, however this is for guidance and we cannot accept responsibility for any actions taken as a result of such advice or recommendations. Further, we shall not be liable for any consequences should any professional advice not be taken.
3.12 Subject to clause 13, we accept no liability for any loss or damage you may incur as a result of any inaccuracy, mis-description or any other error in the information supplied by you. We assume no liability for any changes as a result of Site conditions, whether specified at the time of order or otherwise, nor for any matters beyond our control in relation to the Project.
4. Surveying and Project Management Services
4.1 These services can be provided if necessary.
5. Document Downloads and our Online Estimating Portal
5.1 Certain documentation is available to be downloaded from our website (www.timberagesystems.com, www.timberagebuilders.com, www.timbeagesolutions.com or any portal such as finance.timberagesystems.com) subject to payment of a fee or for free.
Some documents are provided for electronic signature and as such, will contain sections which you will need to complete. We are not responsible for any sections completed or deleted by you.
5.2 In order to log into our website to download certain documentation or use our online estimating portal, you will need to create an account. Sharing of accounts is not permitted unless we expressly authorize the sharing in writing. You are required to keep your account details confidential and must not reveal your username or password to anyone. You are required to use all reasonable endeavors to prevent any unauthorized access to, or use of, your account and in the event of any such unauthorized access or use, you must promptly notify us in writing.
5.3 Use of our online estimating portal is subject to the provisions of clause 3. Once your order has been received, we will check it against your requirements. If we believe additional work will be required, which will affect the price, we will notify you of this before we process your order. If there is a discrepancy, we will contact you before proceeding with your order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to continue with the order at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order until you respond. If we do not receive a response from you within 7 days, we will treat your order as cancelled and will notify you of this in writing.
5.4 All payments for orders placed via our website must be made in advance and you will be prompted to pay during the order process. Payments made via the website will go through an online payment gateway provider, such as PayPal. No credit or debit card information is provided to us and completion of the transaction will be subject to you agreeing to this payment gateway’s terms and conditions. A separate contractual relationship is created between you and the payment gateway provider and we cannot be held liable for any errors, actions, omissions, or incorrect charges that may be made by such third party.
6. Client’s Obligations
6.1 You are responsible for:
6.1.1 Providing us with all relevant information to us that is necessary for us to perform our Services. Such information shall include, but not be limited to, full design and third party consultant information, architects documents, the priorities of the Project, the Project timetable, budgets and costing information, health and safety information and any information about or affecting the Site or construction work, which we will rely upon in performing our Services;
6.1.2 ensuring that any reasonable instructions issued to us are compatible with the specification of the Services provided in our Proposal;
6.1.3 ensuring that if any consents, licenses, permits or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, these have been obtained by you before we begin the Services;
6.1.4 providing us in a reasonable and timely manner with any decision, approval, consent or any other communication we may require in order to continue with the provision of the Services at any time;
6.1.5 ensuring that we can access the Site on the agreed dates and at the agreed times, if necessary, to provide the Services.
6.2 If you fail to comply with any of your responsibilities outlined in clause 6.1 above, we will not be held liable for any delays as a result and we reserve the right to recover any costs incurred by us, such as for storage of materials or non-productive visits to site.
7. Payment Terms
7.1 All cost plans and estimates are payable on receipt of invoice.
7.2 Any discount prices we may offer will be valid only for the time period specified in the relevant offer.
7.3 In addition, we shall charge to the Client our reasonable travel time and travel expenses where these are not included in the Proposal, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
7.4 Client will pay for any additional services provided by us that are not specified in the Agreement. These additional services shall be charged in accordance with our current, applicable rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
7.5 All sums payable by either Party pursuant to the Agreement shall be made in US Dollars without any withholding or deduction.
7.6 The time of payment shall be of the essence. If you fail to make any payment on the agreed upon due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend our Services and charge you interest on any overdue sum at a rate of 8% per annum. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
8.1 Any variation must be in writing before we can proceed with the works. Any price variation will become due for payment in accordance with the terms for payment as detailed in clause 7.
8.2 If we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavor to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
9. Site Visits
9.1 Should you wish to cancel an agreed site visit, we require a minimum 2 weeks’ notice. We reserve the right to charge a cancellation fee of $100 where such notice is not provided.
9.2 If, due to unforeseen circumstances, we have to reschedule or cancel a scheduled site visit, we will contact you as soon as possible to minimize disruption and will book another visit as soon as reasonably possible.
10. Cooling Off Period – Consumers Only
10.1 Where the Client is a Consumer, the Client has a statutory right to a cooling off period. This period begins once the Agreement is formed (as detailed in clause 2.2) and ends at the end of 14 calendar days after that date.
10.2 If you wish to cancel the Agreement within the cooling off period, you should inform us immediately by post or email to the contact details provided with our Proposal.
10.3 You will meet the cancellation deadline as long as you have sent your cancellation notice before the 14 days have expired.
10.4 If you cancel within this period, you will receive a full refund of any amount paid to us under the Agreement. Any refunds will be made within 14 days after the day on which we are informed of the cancellation, using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.
10.5 If the start date for the works falls within the cooling-off period, you must make an express request for the Services to begin within the 14 day cooling off period. By making such a request, you acknowledge and agree to the following:
10.5.1 If the Services are completed within the 14 day cooling off period, you will lose the right to cancel once the works are completed;
10.5.2 If you cancel the Agreement after the Services have begun, you will be required to pay for the Services supplied up until the point at which you inform us of your wish to cancel. The amount due will be calculated and refunded or deducted in proportion to the total estimated fee and the actual Services already provided;
10.5.3 We will process any refund without undue delay and in any event no later than 14 days after you inform us of your wish to cancel.
10.6 Clause 11 applies to cancellation of the Agreement after the 14 calendar day cooling off period has elapsed.
11. Cancellation After the Cooling Off Period and for NonConsumers
11.1 Where the Client is not a Consumer, or should any Consumer cancel an order with us after the expiry of the cooling off period above, the Client will be liable to pay for any work that has been carried out by us and we reserve the right to impose reasonable cancellation charges against the Client, which will then fall due for payment immediately. Any monies already paid to us will be nonrefundable.
11.2 We reserve the right to cancel the Agreement if:
11.2.1 you fail to make any payment on time as required under clause 7;
11.2.2 you otherwise materially or continually breach the Agreement and fail to remedy the breach within 7 days of the receipt of our written notification of such breach;
11.2.3 you make any voluntary arrangement with your creditors, become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation (otherwise than for the purposes of amalgamation or reconstruction;
11.2.4 you cease or threaten to cease to carry on business; or
11.2.5 we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly.
11.3 If we cancel the Agreement, we will confirm this in writing. If at the cancellation date we have provided Services that you have not yet paid for, we will invoice you for those sums and you will be required to make payment in accordance with clause 7.
11.4 Termination of this Agreement, for any reason, will not affect the rights and liabilities of the parties already accrued at such time or affect the continuance in force of any terms which are expressed as capable of having effect after termination.
12. Force Majeure: Neither Party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event beyond the control of the Party in question.
13. General Liability
13.1 We do accept liability and will indemnify you against any damage we may cause as a direct result of our negligence resulting in personal injury or death, or for fraud or fraudulent misrepresentation. Except as provided in this clause
13.1, we will not be liable whether by way of indemnity, breach of contract or statutory duty or in tort (including negligence) for any loss of profit, loss of use, loss of contract/contracts, or for any indirect or consequential loss or damage whatsoever.
13.2 In the event of a breach by us of our express obligations under this Agreement, your remedy will be limited to damages, which in any event, shall not exceed the fees paid by you for the Services during the 6 months preceding the date on which the alleged breach arose.
13.3 These Terms and Conditions are exhaustive of the rights, obligations and liabilities of each party, whether such rights, obligations and liabilities arise in respect of or in consequence of a breach of contract or statutory duty or a tortuous or negligent act or omission which gives rise to a remedy at common law.
13.4 Nothing in these Terms and Conditions is intended to or will limit your legal rights as a Consumer under any consumer protection legislation, where applicable. For more details of your legal rights, please refer the Federal Trade Commission.
14. Insurance: We include for Public Liability, Employers’ Liability and Professional Indemnity Insurance. Details are available on request.
15. Literature and Representations
15.1 Our marketing literature is presented in good faith as a guide to represent the product offered and does not form a part of our Agreement.
15.2 Our employees and agents are not authorized to make any representation concerning the materials and services unless confirmed by us in writing. In entering into this Agreement you acknowledge that you do not rely on and waive any claim for breach of any such representations which are not confirmed.
16. License and Copyright
16.1 We shall, when requested, provide such necessary documents as we are required to provide under this Agreement. Any such documentation will be submitted in our normal standard format only. If additional copies or contract specific requirements are needed, we reserve the right to apply additional charges.
16.2 Copyright in all such documents shall remain vested in us, but insofar as we are empowered to do so, we shall grant a royalty-free non-exclusive license to you to use and reproduce the said documents for your own use solely in connection with the works. It shall be a condition precedent to the granting of such a license that all sums properly due to us under this Agreement have been paid in full.
16.3 We shall have no liability for improper use of the documents other than that for which they are prepared, or for amendments to the documents once they have been provided to you, and you shall indemnify us from and against any loss arising from such improper use or amendments.
16.4 You warrant that any design or instruction furnished or given by you shall not cause us to infringe any letter patent, registered design or trade mark in the execution of our Services.
17. Assignment and Sub-Contracting
17.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these terms and conditions.
17.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these terms and conditions, without your prior consent.
18. No Employment: Nothing in this Agreement shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
19. Waiver: No failure by either party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
20. Confidentiality: Each party undertakes that throughout the duration of the Agreement, the parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Agreement. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorized by the other party in writing.
21. Data Protection: Each party agrees to comply with all applicable data protection legislation.
22.1 All notices under the Agreement shall be in writing and be deemed duly given if addressed to the most recent address or email address notified to the other Party and if signed by, or on behalf of, a duly authorized officer of the Party giving the notice.
22.2 Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
23. Third Party Rights: The Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Agreement.
24. Severance: In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
25. Governing Law and Jurisdiction: These Terms and Conditions and the Agreement shall be governed by, and construed in accordance with, the laws of Colorado and any dispute shall fall within the exclusive jurisdiction of the courts of Colorado and La Plata County.