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Terms and Conditions

  1. Definitions
    1. Definitions. In these Conditions, the following definitions apply:
      Boards Online Limited.(company registration number 10277606 whose registered office address is at Unit 5, Martins Court,Stephenson Industrial Estate, Coalville, LEICS. LE67 3HD) t/a Boards Online. (BOL)
      "Completion Date"; the date upon which BOL deems the provision of Services completed;
      "Charges"; the charges as set out on the board management system payable by the Customer for the supply of the Services in accordance with clause 6;
      "Conditions"; these terms and conditions as amended from time to time in accordance with clause 11.4;
      "Contract"; the contract between BOL and the Customer for the supply of Services as detailed in, and for the prices set out in, the board management system in accordance with these Conditions;
      "Customer"; the person or firm of estate or letting agent who purchases Services from BOL;
      "Property Owner"; the owner of the property where the Services are provided by BOL;
      "Services"; the services (including the provision of Sign Boards) supplied by BOL to the Customer as set out on the board management system and/or as further agreed in any applicable service level agreement between the parties;
      "Sign Boards"; the 'for sale', 'under offer', 'sold' and 'for let' etc panels, slips, posts and fixings (to the extent applicable) used by BOL to provide the Services; and "add job"; the task pane setting out the range of Services and prices on the online board management system owned and operated by BOL.
  2. Legal
    1. Boards Online Ltd is a private limited company and has no association legally with any other company.
  3. Basics of Contract
    1. The tailoring of the add job Pane for the Customer constitutes an offer by BOL to provide the Services in accordance with these Conditions and unless and to the extent the Customer notifies BOL otherwise, the add job Pane shall be deemed to be accepted and at which point and on which date the Contract shall come into existence and these Conditions shall apply to all Services supplied by BOL to the Customer going forward.
    2. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of BOL which is not set out in the Contract.
    3. Any samples, drawings, descriptive matter or advertising issued by BOL, and any descriptions or illustrations contained in BOL catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    5. Any quotation as set out in the add job Pane (or otherwise) given by BOL is only valid for a period of 20 business days from its date of issue.
    6. Save as otherwise provided in these Conditions, no Services which have been accepted by the Customer may be cancelled by the Customer unless BOL at its absolute discretion agrees in writing to accept such cancellation and the Customer agrees to fully and effectively indemnify BOL against all loss (including loss of profit) and costs (including legal or other professional fees), damages, charges, interest and expenses incurred (including but not limited to administration fees and/or travel costs) by BOL as a result of such cancellation from and including the day on which the Customer accepts the Services.
  4. Supply of Services
    1. BOL shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and BOL shall notify the Customer in any such event.
    2. BOL warrants to the Customer that the Services will be provided using reasonable care and skill but where BOL is unable to do so for any reason(s) (including but not limited to the Customer's breach(es) of clause 5) BOL will notify the Customer as soon as reasonably practicable and BOL shall not be liable to the Customer for any failure to do so and the Charges shall remain due in full.
    3. BOL may perform the Services in stages. Each stage will be a separate Contract and each separate stage will be invoiced and paid for in accordance with the provisions of the Contract.
    4. Any dates quoted or given for the performance of the Services are approximate only and BOL shall not be liable for any reasonable delay in the performance of the Services and time for performance of the Services shall not be of the essence unless previously agreed by BOL in writing.
    5. BOL shall be excused from its obligation to execute all instructions contained in a request within 5 business days if the execution of the instruction is not possible as a result of: any incorrect instructions received from the Customer and/or the Property Owner; the Property Owner's refusal of a Sign Board; unsafe location for performing the Services; and the 5 business day obligation shall be extended for a further 2 business days if the execution of the instruction is not possible as a result of BOL’s contractor’s vehicle accident or sickness.
  5. Customer's Obligations
    1. The Customer shall:
      1. use its best endeavours to ensure that BOL is supplied with sufficient numbers of Sign Boards to enable BOL to provide the Services and otherwise comply with its obligations under these Conditions and the Customer agrees that its failure to comply with this clause shall entitle BOL to terminate under clause 9.2;
      2. ensure that the terms set out in the tailored board management system are complete and accurate and use its reasonable endeavours to convey to BOL the correct address details of the Property Owners to enable BOL to provide the Services;
      3. be responsible for obtaining on BOL’s behalf any permissions (including without limitation relating to planning) and consents and complying with all relevant laws or regulations or otherwise relating to and/or connected with the erection of Sign Boards as may be required by BOL to legally perform the Services;
      4. procure the Property Owners:
        (i) comply with all relevant health and safety legislation by-laws and other rules and regulations where BOL is to perform the Services at Property Owners' premises;
        (ii) provide clear access to and inform BOL of any particular precautions which BOL should take to avoid potential hazards at the Property Owner's premises where BOL is to perform the Services;
        (iii) obtain permission for BOL to enter any premises belonging to third parties where such access is required in order for Bol to perform the Services;
    2. If BOL performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
      (a) BOL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays BOL performance of any of its obligations;
      (b) BOL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BOL failure or delay to perform any of its obligations as set out in clause 5.1; and
      (c) the Customer shall reimburse BOL on written demand for any costs or losses sustained or incurred by BOL arising directly or indirectly from the Customer Default.
  6. Charges and Payment
    1. Without prejudice to any other right or remedy available to it BOL shall be entitled to invoice the Customer for the Charges and VAT at the rate prevailing on the date of BOL’s invoice (or instalments thereof by way of interim invoices) on or at any time after the Completion Date.
    2. The Customer shall pay BOL invoices for the Charges either on receipt of the said invoice or within 30 days of the date of the said invoice ("Due Date").
    3. Time of payment of BOL invoices shall be of essence of the Contract. No payment will be deemed to have been made until BOL is in receipt of cleared funds.
    4. If the Customer fails to make payment on the Due Date then without prejudice to any other right or remedy available to it BOL shall be entitled to:
      (a) cancel the Contract and/or suspend the supply of any further Services to the Customer until full payment together with any interest is received by BOL and
      (b) charge the Customer interest (before and after any judgment) on the amount unpaid at the rate of 4% per annum above Barclays Bank plc base rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
      (c) Failure to pay any invoices on the due date will enable BOL to collect any stock at the customers address that is the property of BOL or its contractors. The cost for restoration will be in full at the customers expense once invoice payments have been made.
  7. Limitation of Liability
    1. The Customer shall inspect the Services and notify BOL of any alleged defect within 5 business days of the erection or removal of Sign Boards. If the Customer fails to notify BOL within this time frame it shall be conclusively presumed that the Services have been performed in accordance with the Contract free from any defect.
    2. Without prejudice to the generality of the sub-clauses below or any other clause of these Conditions, BOL shall not be liable to the Customer or any third party (including the Property Owner) for any loss or damage to any Sign Boards however arising.
    3. The Customer shall fully and effectively indemnify and hold harmless BOL its contractors agents against all claims, losses, costs (including without limitation reasonable legal and other professionals' costs) and expenses made against or suffered by BOL arising from or incurred by reason of any loss, injury or damage suffered by the Customer or any third party (including without limitation the Property Owner) arising out of the Customer's breach of any term(s) of these Conditions.
    4. Nothing in these Conditions shall limit or exclude BOL liability for:
      (a) death or personal injury caused by its negligence, or the negligence of its agents or subcontractors;
      (b) fraud or fraudulent misrepresentation; or
      (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    5. Subject to clause 7.4:
      (a) BOL shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      (b) BOL total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount paid by the Customer to BOL in respect of the Services to which the liability relates and if BOL is liable under the Contract then its liability shall be limited at its option to granting the Customer a credit for the Charges at which the Services were invoiced or to re-performing the Services within a reasonable period provided that in all cases the allegedly defective Services are notified to BOL in accordance with clause 7.1 above.
    6. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract and subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by Law
    7. This clause 7 shall survive termination of the Contract.
  8. Title and Risk
    1. If and to the extent that BOL owns any Sign Boards, risk of damage to or loss of the Sign Boards shall pass to the Customer for so long as the Sign Board is in situ at a Property Owner's premises. If BOL does not own the Sign Boards this clause 8 shall not apply to the Contract.
    2. Notwithstanding the provision of the Services and the passing of risk in the Sign Boards, the Customer hereby acknowledges that property in the Sign Boards shall not pass to the Customer and the Customer accepts that it will only ever be granted by this clause a licence to supply the Sign Boards to the Property Owners which may be revoked at any time for any reason by BOL giving notice of such revocation to the Customer.
    3. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of Sign Boards which are BOL property but if the Customer does so all monies owing to BOL by the Customer shall (without prejudice to any other right or remedy of BOL) forthwith become due and payable.
  9. Title and Risk
    1. On giving written notice to the Customer and without prejudice to any other right or remedy available to BOL, BOL shall be entitled to terminate the Contract or refuse to supply future Services or suspend (temporarily or indefinitely) any further supply under the Contract without any liability to the Customer and where the Services have been provided but not paid for the Services shall become immediately due and payable if:
      1. the Customer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
      2. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
      3. the Customer ceases or threatens to cease to carry on business;
      4. BOL reasonably believes that the Customer's actions may cause financial loss or legal liability for the Customer and BOL;
      5. BOL reasonably suspects that the Customer has howsoever engaged in any fraudulent or equivalent or related activity in relation to the Services and/or BOL;
      6. the Customer breaches any one or more of these Conditions and (where deemed remediable by BOL) fails to remedy such breach within 7 days of a notice being given by BOL to the Customer requiring such remedy; or
      7. BOL reasonably apprehends that any of these events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
    2. If the Customer is in breach of clause 5.1(a) above without prejudice to BOL’s full rights and remedies the Customer shall be deemed to have automatically terminated the Contract.
    3. Subject to clause 9.4 below, on giving BOL the number of months prior written notice as set out below (or such other notice periods as the parties expressly agree) the Customer shall have the right to terminate the Contract:
      (a) for full stock service: three (3) months
      (b) for part stock and movement service: one (1) month
    4. Upon termination (unless BOL agrees otherwise in writing):
      (a) for full stock service, the Customer shall purchase all Sign Boards (whether erected held in stock or otherwise by BOL) from BOL for a charge of £12.00 per Sign Board (plus VAT, if applicable) or for the amount set out on the board management system (or such other sum notified to the Customer in writing) on receipt of an invoice from BOL; and
      (b) for part stock and movement service, the Customer shall purchase all rented posts and fixings which are not owned by the Customer (whether erected held in stock or otherwise by BOL) from BOL for an amount of £4.00 per post (plus VAT, if applicable) (or such other sum notified to the Customer in writing) on receipt of an invoice from BOL
  10. Title and Risk
    1. BOL shall not be liable for any delay in supplying or failure to supply or non-supply of the Services by reason of any event occurring beyond its reasonable control (Force Majeure Event).
    2. Without prejudice to any other term(s) of these Conditions, where a Force Majeure Event occurs BOL may cancel the Contract or delay, supply or (without any admission of fault on its part) reduce the Charges of the Services when supplied as BOL in its discretion deems fit.
    3. Without prejudice to clause 4.2 above, if the Property Owner fails to accept and/or take supply of the Services when offered and/or the Property Owner fails to give BOL accurate address details of the Property Owner's premises at least 12 hours before any date stated for supply (otherwise than by reason of BOL fault) then the Customer's default shall not be deemed a Force Majeure Event and (without prejudice to any other right or remedy available to it BOL may at its discretion) BOL Charges shall remain payable in full.
  11. General
    1. The Customer consents (and undertakes to obtain consent from the Property Owners as required by law) to BOL collection storage on its database(s) use of and sharing as below of the Customer's (and Property Owner's) personal information for the purpose of supplying the Services. BOL will not use the Customer's (and Property Owner's) personal information for other purposes without the Customer's (and Property Owner's) consent as required by law.
    2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
    3. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed by BOL and in the case of any changes to the board management system such changes shall be communicated to the Customer in advance.
    4. No failure of BOL to exercise any power given to it or to insist upon the strict compliance by the Customer with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of BOL rights under this Agreement.
    5. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby
    6. The Customer shall not assign dispose or otherwise transfer any rights (including without limitation benefits) or obligations that it may have under the Contract to any third party without BOL prior written consent. BOL may assign, dispose of or otherwise transfer any rights that it may have under the Contract.
    7. Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any term of this Contract save that BOL shall be entitled to enforce any provision of Contract.
    8. Any notice given hereunder must be given in writing and delivered or sent by post to the residence or principal place of business of the party to whom it is addressed or email to the email address as notified by the recipient party and in the case of post shall be deemed served 2 business days after posting and in the case of email at the time of sending (or if after 5pm then at 9am on the following day) provided that the email does not rebound and that no out of office reply is received.
    9. The Contract shall be governed by the laws of England and subject to the exclusive jurisdiction