Reeve Standard Terms and Conditions of Service

1.1 In these Terms the following words have the following meanings:

• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Charges: the sums payable to Reeve for the Services, as set out in the Order, the Quote or the Rates, together with any sums payable to Reeve under these Terms. In Partner Delivered Services the Charges are the Reeve Fee.
• Contract: the contract between Reeve and the Customer for the supply of Services under an Order, made up of the Order and these Terms.
• Contract Year: each period of 12 months starting on the date of the first Order between Reeve and the Customer, and each anniversary of that date.
• Customer: the person, firm or company named in the Order as the party that buys the Services.
• Data Protection Legislation: the UK GDPR, the Data Protection Act 2018 and all other law about the processing of personal data that applies in the United Kingdom.
• Defect: a failure of the Services to meet the standard in clause 3.2 that is reported in accordance with clause 7.
• Emergency Services: Reactive Services that Reeve agrees to attend outside the response times in the Order, or as a priority P1 or P2 request, to make safe or to restore an essential function.
• Insolvency Event: a party stops or threatens to stop paying its debts, is unable to pay its debts, enters liquidation, administration or receivership, makes an arrangement with its creditors, or suffers any similar event in any jurisdiction.
• Intellectual Property Rights: patents, rights to inventions, copyright, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information and know-how, and all similar rights anywhere in the world, whether registered or not.
• Job: a single visit to the Premises by Reeve or a Service Partner to carry out all or part of the Services.
• Normal Working Hours: 08:00 to 18:00 on a Business Day.
• NTE Limit: the not-to-exceed value stated in an Order, up to which Reeve may carry out work without further approval from the Customer.
• Order: a request for Services that Reeve has confirmed under clause 2.3, whether made through the Platform, by email, by telephone, by messaging service or in person.
• Partner Contract: the contract between the Customer and a Service Partner for the work in Partner Delivered Services, on the terms in Schedule 2.
• Partner Delivered Services: Services for which the Quote or Order names the Service Partner that will carry out the work and states the Partner Price, and any work by a contractor, consultant or supplier that the Customer appoints itself and asks Reeve to coordinate. Clause 3.5 and Schedule 2 apply to them.
• Partner Price: the price stated in the Quote or Order for the Service Partner's work in Partner Delivered Services, payable to the Service Partner.
• Platform: the Reeve software, portal, applications and messaging channels through which the Customer requests, approves and receives information about the Services.
• Premises: the building, floor, unit or other place where the Services are to be carried out.
• Quote: a written price for specified Services that Reeve issues, in its own right or as a Service Partner's agent.
• Rates: the rates, fees and percentages that apply to the Services, being those stated in the Quote or the Order and, for any item they do not state, Reeve's standard rates in force on the date of the Order, which Reeve will supply to the Customer on request.
• Reactive Services: Services requested to respond to a fault, failure or incident, as opposed to Recurring Services.
• Recurring Services: Services supplied on a planned or repeating basis, such as planned preventive maintenance, statutory inspection programmes and cleaning.
• Reeve: Kitt Technology Limited, a company registered in England and Wales with company number 11349572, whose registered office is at 3rd and 4th Floor, Sekforde House, 44-46 Sekforde Street, London EC1R 0HA, trading as Reeve.
• Reeve Delivered Services: all Services other than Partner Delivered Services, whether Reeve carries them out through its own people or through a Service Partner that the Quote or Order does not name with its own price.
• Reeve Fee: the Charges stated in the Quote or Order for Reeve's coordination services in Partner Delivered Services, or, where none is stated separately, the difference between the total price in the Quote and the Partner Price.
• Report: any inspection report, certificate, scope pack, condition survey, visit report, photograph, scan or other record that Reeve or a Service Partner produces in connection with the Services.
• Service Partner: a contractor, supplier or specialist that Reeve engages, or introduces to the Customer, to carry out all or part of the Services.
• Services: the services described in an Order, including any goods and materials supplied as part of them.
• Site Requirements: the insurance, competence, certification, permit, induction, access, security and site-rule requirements that the Customer requires of anyone working at the Premises.
• Terms: these standard terms and conditions, as amended from time to time under clause 15.3.
• Variation: a change to the scope, specification, timing or price of the Services.

1.2 Clause headings do not affect interpretation. Words in the singular include the plural and the reverse. A reference to a statute or statutory provision includes any amendment, extension or re-enactment of it and any subordinate legislation made under it.

1.3 The words "including", "include", "in particular" and "for example" do not limit the sense of the words that come before them.

1.4 A reference to "writing" or "written" includes email and messages sent through the Platform. It does not include messages sent through other instant messaging services unless Reeve has confirmed the content in an Order.

2.1 These Terms are Reeve's standard terms. They apply to every Order and to every Contract unless, and only to the extent that, Reeve has expressly agreed otherwise in a Bespoke Agreement under clause 2.10. They apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, including terms on a purchase order, a supplier onboarding form, a work order or a managing agent's standard conditions, and any terms implied by trade, custom, practice or course of dealing. None of those documents is a Bespoke Agreement.

2.2 Reeve supplies Services to business customers only. The Customer confirms that it enters into each Contract in the course of its business and not as a consumer.

2.3 A request for Services is an offer by the Customer to buy the Services on these Terms. A Contract comes into existence only when Reeve confirms the Order in writing, or when Reeve starts to carry out the Services, whichever is earlier. Reeve may decline any request without giving a reason.

2.4 The Order records the Services, the Charges, the Site Requirements that the Customer has given to Reeve, and what Reeve has confirmed it will provide in response. Anything that is not recorded in the Order is not part of the Contract.

2.5 A Quote is valid for 30 days from its date unless it states otherwise. A Quote is based on the information available to Reeve at the time, including information supplied by the Customer, and on the Premises being in the condition that Reeve reasonably expects. An estimate is not a Quote and is not a fixed price.

2.6 Descriptions, images and specifications on Reeve's website, on the Platform or in marketing material describe the Services in general terms. They are not part of the Contract.

2.7 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Reeve that is not set out in the Order or these Terms. Nothing in this clause limits liability for fraud.

2.8 The person who places an Order on behalf of the Customer confirms that they have authority to bind the Customer. Reeve may rely on instructions given through the Platform, or from an email address or telephone number that the Customer has used before, as instructions from the Customer.

2.9 Where the Customer places an Order as agent for a building owner, landlord, occupier or other principal, the Customer confirms that it has authority to do so. Unless the Order names the principal as the contracting party and Reeve has agreed to that in writing, the Customer is itself the contracting party and is liable for the Charges.

2.10 Bespoke Agreements and order of precedence. A Bespoke Agreement is a written agreement between Reeve and the Customer that is signed, or expressly accepted in writing, by a director or the Chief Operating Officer of Reeve, and that states that it varies or replaces these Terms for the Services it covers. Where there is a Bespoke Agreement, it prevails over these Terms to the extent of any inconsistency, and these Terms continue to apply to every matter on which the Bespoke Agreement is silent. If there is a conflict between these Terms and an Order, the Order prevails to the extent of the conflict, but only where the Order expressly states that it varies a numbered clause of these Terms. In every other case these Terms prevail. A Customer purchase order, onboarding form, email or other communication never varies or replaces these Terms, and no variation is implied from Reeve starting or continuing work.

3.1 Reeve will supply the Services described in the Order. Reeve has no obligation to supply, and the Charges do not include, any service, inspection, repair or advice that is not described in the Order, even if it is related to the Services or is discovered during a Job.

3.2 Reeve will carry out the Services with reasonable skill and care, and in accordance with the law that applies to Reeve as a supplier of those Services. This is the only standard of performance that Reeve offers. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

3.3 Reeve decides how the Services are delivered. Reeve may deliver the Services through its own operatives, through Service Partners, or through a combination of both. Reeve may change the people or Service Partners assigned to a Job at any time.

3.4 Reeve Delivered Services. In Reeve Delivered Services the Customer's contract is with Reeve alone. Where Reeve uses a Service Partner, Reeve is responsible to the Customer for the Service Partner's work as if it were Reeve's own, subject to clause 8, and Reeve recovers from the Service Partner under Reeve's own terms with that Service Partner. The Customer has no contract with that Service Partner. Reeve vets Service Partners before engaging them and requires them to hold the insurance and competence appropriate to their work (clause 9.4).

3.5 Partner Delivered Services. Where the Quote or Order names the Service Partner that will carry out the work and states the Partner Price, the Customer contracts with that Service Partner for the work, on the terms in Schedule 2, and with Reeve for coordination services only, for the Reeve Fee. In Partner Delivered Services:

• Reeve forms the Partner Contract on the Service Partner's behalf as its disclosed agent. Reeve is not a party to the Partner Contract, does not warrant the Service Partner's work, price, performance, insurance or solvency, and has no liability for them;
• Reeve supplies only the coordination services described in the Order, which are receiving and triaging the request, scoping, obtaining and presenting prices, scheduling, holding records on the Platform and collecting payment. Clause 8 applies to those services, and Reeve's total liability in connection with Partner Delivered Services is limited to the Reeve Fee;
• the Service Partner's own insurance is the only insurance that responds to its work. Reeve's insurance does not extend to it. Reeve checks the Service Partner's insurance at onboarding and periodically and will pass on evidence of it on request, but does not warrant that it is current, that it is adequate for the work, or that it will respond to any claim. The Customer must satisfy itself, and must obtain any named-insured, endorsement or higher-limit requirement from the Service Partner directly;
• the Customer gives its Site Requirements to Reeve under clause 4.3. Reeve passes them to the Service Partner, and the Order records which of them the Service Partner has confirmed it will meet. That confirmation is the Service Partner's. Reeve's own confirmation under clause 4.3 covers Reeve's coordination services only;
• for the purposes of the Construction (Design and Management) Regulations 2015 the Customer appoints the Service Partner itself. Where more than one contractor will work on the project, the Customer must appoint a principal contractor and a principal designer in writing. Reeve takes neither role by coordinating the work;
• Reeve invoices and collects the Partner Price as the Service Partner's agent, together with the Reeve Fee, and its invoice shows the two sums separately. The Customer's payment to Reeve discharges the Customer's debt to the Service Partner to that extent. Clause 5 applies to both sums, and the Customer may not withhold the Partner Price because of a dispute about the Reeve Fee, or the Reeve Fee because of a dispute under the Partner Contract;
• a Report produced by the Service Partner is the Service Partner's Report, and clause 10.6 applies to it as between the Customer and the Service Partner;
• a contractor, consultant or supplier that the Customer appoints itself and asks Reeve to coordinate is treated as a Service Partner under this clause 3.5, except that Schedule 2 does not apply to it and Reeve does not invoice or collect its price; and
• engaging the named Service Partner for the work in the Order is within Reeve's consent under clause 15.5. Any other engagement of that Service Partner is not.

3.6 Dates and times for attendance and completion are estimates. Time is not of the essence of any Contract. Response and attendance times stated on the Platform or in a Quote are targets, not commitments, unless an Order expressly states that they are contractual service levels and sets out the remedy for missing them.

3.7 Emergency Services are carried out to make safe or to restore an essential function. They may be temporary. A permanent repair, if required, is a separate scope that Reeve will quote for. Reeve gives no warranty on temporary or make-safe work beyond the time needed to arrange the permanent repair.

3.8 During a Job Reeve may record observations and recommendations about the Premises or its plant and equipment. Recommendations are given in good faith on the basis of what was visible and accessible at the time. They are not a survey, an inspection, a design or professional advice, and the Customer decides whether to act on them. Reeve has no duty to identify or report any matter outside the scope of the Order.

3.9 Reeve may use automated tools, including artificial intelligence, to triage requests, draft scopes, schedule Jobs and communicate with the Customer. Output from such tools is provisional until Reeve confirms it in an Order or a Report.

3.10 Reeve may supply goods and materials of a different make or specification from those in the Order if they are of equivalent quality and function. Goods and materials that are not incorporated into the Premises remain the property of Reeve until Reeve has received payment in full for them. Risk in goods and materials passes to the Customer on delivery to the Premises.

3.11 Reeve may make reasonable changes to the Services where required by law or by a safety requirement. Reeve will tell the Customer about any such change that materially affects the Services.

4.1 The Customer will, at its own cost:

• give Reeve, its operatives and Service Partners safe and timely access to the Premises, including out of hours where the Order requires it;
• give Reeve all information that Reeve reasonably needs to carry out the Services, and make sure that information is complete and accurate;
• tell Reeve, before the Order is confirmed, about every known hazard at the Premises that could affect the work, including the asbestos register and any asbestos survey, the fire strategy and fire-safety arrangements, isolation points, fragile surfaces, confined spaces, hazardous substances, security restrictions and access restrictions;
• give Reeve copies of relevant drawings, operation and maintenance manuals, previous Reports and service records where they exist;
• obtain and pay for every consent, licence and permission that the Services require from a landlord, superior landlord, local authority, insurer or other third party, other than those that the law requires Reeve to obtain for its own work;
• give Reeve its Site Requirements before the Order is confirmed, in accordance with clause 4.3;
• clear the work area, and remove or protect furniture, equipment, stock, documents, data and valuables before each Job;
• provide, free of charge, electricity, water, lighting, welfare facilities, waste facilities where agreed, and a safe place to store tools and materials;
• nominate a contact with authority to give instructions and approvals, and respond to Reeve's requests for information, approvals and decisions promptly;
• keep the Premises, and the plant and equipment that Reeve works on, in a condition that allows the Services to be carried out safely;
• comply with Reeve's reasonable instructions about safety and about the use of anything Reeve has installed or repaired; and
• pay the Charges in accordance with clause 5.

4.2 The Customer confirms that it holds, and will keep, all legal duties that apply to it as client, owner, landlord, occupier, employer, Responsible Person, Accountable Person or duty holder in respect of the Premises. Clause 10 sets out how these duties sit alongside the Services.

4.3 Site Requirements. The Customer must give Reeve its Site Requirements in writing before the Order is confirmed. Reeve will review them and confirm in writing, in the Order, which of them Reeve will meet and at what cost. A Site Requirement that is not recorded in the Order as confirmed by Reeve does not form part of the Contract, and the Customer must not assume that it is met. If the Customer gives Reeve a new or changed Site Requirement after the Order is confirmed, Reeve may treat it as a Variation under clause 6, or may suspend or decline the affected Services.

4.4 If Reeve's performance of the Services is prevented or delayed by an act or omission of the Customer, its agents, its other contractors or anyone else at the Premises, or by a failure of the Customer to perform any obligation in this clause 4 (a Customer Default), then:

• Reeve may suspend the Services until the Customer Default is remedied, and is not liable for any loss that results from the suspension or delay;
• the Customer will pay Reeve for the time, abortive visits, materials and other costs that result, at the Rates; and
• Reeve is not liable for any failure or delay in performing the Services, or for any loss or damage, to the extent that it arises from the Customer Default.

4.5 The Customer is responsible for the acts and omissions of its employees, agents, tenants, occupiers and other contractors at the Premises as if they were its own.

4.6 The Customer will not, and will make sure that its tenants and occupiers do not, interfere with, adjust or use any plant, equipment or work that Reeve has isolated, labelled or left incomplete for safety reasons.

5.1 The Customer will pay the Charges set out in the Order. Where the Order does not state a fixed price, the Charges are calculated on a time and materials basis at the Rates. All Charges exclude VAT, which the Customer will pay in addition at the applicable rate.

5.2 Unless the Order states otherwise, the following are chargeable in addition to any fixed price or hourly rate, at the Rates: work outside Normal Working Hours; a minimum charge of one hour per operative per Job; travel, parking, congestion and emission-zone charges; materials and parts at cost plus the handling charge in the Rates; plant and equipment hire; waste removal and disposal; specialist Service Partner costs plus the management fee in the Rates; and any cost of meeting a confirmed Site Requirement.

5.3 A call-out fee, a scoping visit fee and a diagnostic fee are each payable whether or not a fault is found, whether or not the work can be completed on the visit, and whether or not the Customer proceeds with the recommended work.

5.4 A fixed price or Quote assumes continuous access during Normal Working Hours, the absence of asbestos and other hazardous materials in the work area, the absence of latent defects, and the accuracy of information supplied by the Customer. If any of these assumptions proves wrong, the resulting additional work is a Variation under clause 6.

5.5 Reeve may require payment in advance, or a deposit, for materials, for Services to a new Customer, or where Reeve reasonably considers the Customer's credit position requires it. Reeve may withhold the Services until it is received.

5.6 Invoicing. Reeve will invoice Reactive Services on completion of each Job, or on completion of each stage where the Order sets out stages. Reeve will invoice Recurring Services monthly in advance. Where a Contract is expected to last 45 days or more, Reeve may invoice monthly for the work done to date.

5.7 Payment mechanism. The following applies to every invoice, whether or not the Housing Grants, Construction and Regeneration Act 1996 applies to the Contract:

• the due date for payment is the date of Reeve's invoice;
• the final date for payment is 30 days after the due date;
• Reeve's invoice is the payment notice. It states the sum that Reeve considers due at the due date and the basis on which that sum is calculated;
• if the Customer intends to pay less than the sum stated in the invoice, it must give Reeve a written pay less notice no later than 7 days before the final date for payment, stating the sum it considers due and the basis on which that sum is calculated; and
• if the Customer does not give a valid pay less notice in time, it must pay the sum stated in the invoice in full by the final date for payment.

5.8 Except by a valid pay less notice under clause 5.7, the Customer will pay every invoice in full and in cleared funds, without set-off, counterclaim, deduction or withholding of any kind, other than a deduction required by law.

5.9 The Customer's obligation to pay is not conditional on the Customer receiving payment from any landlord, tenant, principal, client or insurer.

5.10 If the Customer does not pay a sum by the final date for payment, then without limiting Reeve's other rights:

• interest accrues on the overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998, at 8% a year above the Bank of England base rate, from the final date for payment until payment in full, together with the fixed compensation that the Act provides;
• the Customer will pay Reeve's reasonable costs of recovering the sum, including legal and debt-collection costs;
• Reeve may suspend all or any of the Services, and all or any other Contracts with the Customer, on giving 7 days' written notice, and may recover the reasonable cost of the suspension and of remobilising; and
• all other sums owed by the Customer to Reeve under any Contract become immediately due.

5.11 The Customer must query an invoice in writing within 7 days of its date. The Customer will pay the undisputed part of any queried invoice by the final date for payment.

5.12 Reeve may revise its standard rates on 30 days' written notice to the Customer. Revised rates apply to Orders confirmed after the notice period ends. The Charges for Recurring Services increase on each anniversary of the Order by the greater of 3% and the percentage increase in the Consumer Prices Index over the preceding 12 months. Reeve may also increase the Charges to reflect any increase in costs that results from a change in law, a change in the Customer's requirements, or a Customer Default.

6.1 Either party may request a Variation. A Variation takes effect only when Reeve has confirmed it in writing, including by approval through the Platform. Reeve may charge for the time spent assessing and pricing a requested Variation.

6.2 Where, during a Job, Reeve discovers that additional work is needed to complete the Services, to make the Premises safe, or to comply with the law, Reeve may:

• carry out that work without further approval where its cost is within the NTE Limit stated in the Order, or, where no NTE Limit is stated, up to £250 excluding VAT; and
• in every other case, stop at a safe point, tell the Customer, and wait for the Customer's approval of a Variation before continuing.

6.3 Reeve may carry out work beyond the NTE Limit without prior approval where Reeve reasonably considers that it is needed at once to prevent injury, serious damage or a breach of the law. Reeve will tell the Customer as soon as reasonably practicable, and the Customer will pay for that work at the Rates.

6.4 If Reeve stops work under clause 6.2 and the Customer does not approve the Variation, Reeve has no further obligation in respect of the affected Services. The Customer will pay for the work done to that point and for materials ordered. Reeve is not liable for any consequence of the work being left incomplete.

6.5 Abortive visits. The Customer will pay an abortive visit fee at the Rates, together with any travel, parking and materials costs, where a Job cannot start or be completed because of a Customer Default, including where access is not available, the work area is not clear, a required permit or induction is not in place, a hazard was not disclosed, or the fault cannot be found because it is intermittent or has been cleared.

6.6 Cancellation and postponement by the Customer. The Customer may cancel or postpone a Job by written notice. The following applies unless the Order states otherwise:

• notice received more than 24 hours before the scheduled start, counted in Business Days: no charge, except for materials and Service Partner costs that Reeve has already committed to and cannot recover;
• notice received 24 hours or less before the scheduled start: the call-out fee or 50% of the Charges for the Job, whichever is greater, plus committed costs; and
• cancellation after an operative has been dispatched or is on site: the full Charges for the Job.

6.7 The Customer may not cancel an Order for goods or materials that Reeve has ordered specially for the Customer, or that are not held in stock, once Reeve has placed its order with the supplier.

6.8 Cancellation of Recurring Services is governed by clause 13, not by this clause.

6.9 Cancellation by Reeve. Reeve may cancel or postpone a Job without liability where Reeve reasonably considers that the site is unsafe, that a confirmed Site Requirement or a legal requirement cannot be met, that the operative or Service Partner is unavailable through illness or emergency, or that an event in clause 14 applies. Reeve will tell the Customer as soon as reasonably practicable and offer a new date.

7.1 Reeve warrants that its workmanship will be free from Defects for 12 months from completion of the relevant Job (the Warranty Period). This warranty is given to the Customer only and cannot be assigned.

7.2 The Customer must report a suspected Defect to Reeve in writing within 5 Business Days of discovering it, and in any event within the Warranty Period. The report must describe the Defect and give Reeve a reasonable opportunity to inspect it. Reeve has no liability for a Defect that is not reported in accordance with this clause.

7.3 Where Reeve accepts that a Defect exists, Reeve will, at its option and its own cost, re-perform the defective part of the Services or refund the Charges for that part. This is the Customer's sole and exclusive remedy for a Defect, and Reeve has no other liability for it. The Customer may not engage a third party to remedy a Defect and charge the cost to Reeve unless Reeve has failed to act within a reasonable time after a written notice from the Customer giving Reeve a further 10 Business Days to do so.

7.4 The warranty in clause 7.1 does not apply, and Reeve has no liability, where the alleged Defect arises wholly or partly from:

• fair wear and tear, or the age, condition or design of the Premises, plant or equipment;
• a pre-existing or latent defect, or a condition of the Premises that was not visible or accessible at the time of the Job;
• misuse, neglect, accident, vandalism, or a failure to operate or maintain the item in accordance with the manufacturer's instructions or Reeve's instructions;
• any work, adjustment or interference by the Customer or by anyone other than Reeve or its Service Partner;
• the Customer's failure to act on a recommendation made by Reeve;
• materials, parts, drawings, specifications or information supplied or specified by the Customer;
• temporary or make-safe work under clause 3.7;
• a Customer Default; or
• the Customer not having paid the Charges for the relevant Job in full.

7.5 A repair restores the function of the item repaired so far as is reasonably possible given its age and condition. It is not a warranty of the item as a whole, of any other component, or of the system of which the item forms part. Reeve does not warrant that a repaired item will not fail again for a different reason, or that a repair will extend the life of the item.

7.6 Goods and materials that Reeve supplies carry the manufacturer's warranty, if any. Reeve will pass the benefit of that warranty to the Customer so far as it is able to. Reeve gives no further warranty for goods and materials.

7.7 Reeve does not warrant that the Services will achieve any particular result, including compliance of the Premises with any law, standard, lease covenant or insurance requirement, unless the Order expressly states that result as a deliverable.

7.8 Re-performed work is warranted for the unexpired part of the original Warranty Period, or 3 months from re-performance, whichever is longer.

The Customer's attention is drawn in particular to this clause 8.

8.1 Nothing in these Terms limits or excludes Reeve's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or section 12 of the Sale of Goods Act 1979, or for any other liability that cannot lawfully be limited or excluded.

8.2 Excluded losses. Subject to clause 8.1, Reeve is not liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any of the following, however arising, whether direct or indirect, and whether or not foreseeable or advised of:

• loss of profit, revenue, business, contracts, opportunity or anticipated savings;
• loss of or damage to goodwill or reputation;
• loss of use, and loss of or corruption of data, software or records;
• business interruption, loss of productivity, and the cost of alternative premises, relocation or temporary measures;
• liabilities to tenants, occupiers, landlords, lenders or visitors of the Premises, including rent abatements, service-charge disputes, dilapidations and lease-covenant claims;
• fines, penalties, enforcement costs and regulatory costs incurred by the Customer as duty holder; and
• any indirect, special or consequential loss or damage.

8.3 Excluded causes. Subject to clause 8.1, Reeve is not liable for any loss or damage to the extent that it arises from:

• a pre-existing, latent or inherent defect in, or the age, condition or design of, the Premises or any plant, equipment or system, including a defect that the Services revealed but did not cause;
• information or instructions that the Customer gave, or failed to give, including undisclosed hazards and inaccurate drawings, registers or records;
• a Customer Default, or an act or omission of the Customer, its tenants, occupiers, agents or other contractors;
• Reeve following a specification, instruction or request of the Customer;
• the Customer's failure to act on a recommendation or Report;
• any matter outside the scope of the Order, as described in clause 3.1;
• temporary or make-safe work, beyond the limited warranty in clause 3.7;
• the work in Partner Delivered Services, as described in clause 3.5; or
• the Premises, or any part of it, not complying with any law, standard or requirement, except where the Order expressly makes that compliance a deliverable.

8.4 Caps. Subject to clauses 8.1, 8.2 and 8.3, Reeve's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, is limited as follows:

• for physical loss of or damage to tangible property caused by Reeve's negligence: £5,000,000 for any one event or series of connected events, and £5,000,000 in aggregate in any Contract Year;
• for all other loss or damage arising under or in connection with an Order: the Charges paid or payable by the Customer under that Order; and
• for all other loss or damage arising under or in connection with all Contracts in a Contract Year: the total Charges paid or payable by the Customer under all Orders in that Contract Year.

8.5 The Customer acknowledges that the limits in clause 8.4 are reasonable. They reflect the level of the Charges, the fact that the Customer is better placed than Reeve to insure the Premises, its contents and its business, and the fact that Reeve's Charges would be higher if Reeve accepted greater liability. Reeve will consider higher limits on request for an additional Charge, provided that the request is made and agreed in writing before the Order is confirmed.

8.6 Service Partners and third parties. In Reeve Delivered Services, Reeve's liability for a Service Partner's work is as set out in this clause 8 and no greater. In Partner Delivered Services, the Customer's recourse for the work is against the Service Partner under the Partner Contract, and Reeve's total liability is limited to the Reeve Fee. Reeve has no liability for any contractor, consultant or supplier that the Customer appoints itself, whether or not Reeve coordinates its work.

8.7 No claims against individuals. The Customer will not bring any claim in connection with the Services against any employee, officer, operative, agent or subcontractor of Reeve personally. Those persons may enforce this clause under the Contracts (Rights of Third Parties) Act 1999.

8.8 Time limits. Reeve has no liability for any claim unless the Customer has given Reeve written notice of it, with reasonable detail, within 6 months of the date on which the Customer became aware, or ought reasonably to have become aware, of the matter giving rise to it, and has started proceedings within 12 months of completion of the Job to which the claim relates.

8.9 Reeve's liability is reduced to the extent that the Customer, or anyone for whom the Customer is responsible, caused or contributed to the loss. The Customer will take all reasonable steps to mitigate any loss.

8.10 Customer indemnity. The Customer will indemnify Reeve, its employees, operatives and Service Partners against all losses, liabilities, claims, costs and expenses, including reasonable legal costs, that arise from:

• a Customer Default;
• any failure of the Customer to perform a duty that it holds under clause 10;
• the presence at the Premises of asbestos or any other hazardous material that the Customer did not disclose under clause 4.1; or
• any claim by a tenant, occupier, landlord, visitor or other third party in connection with the Premises or the Services, except to the extent that the claim is caused by Reeve's negligence or breach of the Contract.

8.11 This clause 8 survives termination or expiry of the Contract.

9.1 Reeve maintains employer's liability insurance as required by law, public liability insurance with a limit of indemnity of not less than £5,000,000 for any one event, and professional indemnity insurance with a limit of indemnity of not less than £2,000,000 for any one claim. Reeve will provide evidence of its insurance on request.

9.2 Reeve's insurance covers Reeve. It does not cover the Customer, the Premises, the Customer's contents or the Customer's business. The existence of insurance is not a guarantee that any particular activity, loss or claim is covered, and it does not increase the limits in clause 8.4.

9.3 If the Customer requires any insurance beyond clause 9.1, including a higher limit, professional indemnity cover, contractors' all-risks cover, a named-insured or additional-insured endorsement, a waiver of subrogation, or any specific policy wording, it must state that requirement as a Site Requirement before the Order is confirmed. Reeve will confirm in the Order whether it can meet the requirement and at what cost. Reeve has no obligation to hold any insurance that is not confirmed in the Order.

9.4 Service Partners hold their own insurance. Reeve requires each of them to hold public liability insurance, employer's liability insurance where the law requires it, and professional indemnity insurance where their work calls for it, at levels appropriate to the work, and checks evidence at onboarding and periodically. That insurance covers the Service Partner's own liability. In Reeve Delivered Services, Reeve's insurance under clause 9.1 responds to Reeve's liability to the Customer under clause 8, including liability for a Service Partner's work, and Reeve recovers from the Service Partner and its insurers. Reeve does not insure the work of Service Partners directly and does not warrant that a Service Partner's insurance will respond to any claim. In Partner Delivered Services, clause 3.5 and Schedule 2 apply instead of this clause.

9.5 The Customer will maintain, at its own cost, insurance against loss of or damage to the Premises, its plant, equipment and contents, and against business interruption and third-party liability, at levels appropriate to its business. The Customer will claim under that insurance for any loss that it covers before making any claim against Reeve, and will not pursue Reeve for any loss to the extent that the Customer has recovered it, or could have recovered it, under that insurance.

9.6 Nothing in this clause 9 creates any liability of Reeve beyond clause 8.

10.1 The Customer remains the duty holder for the Premises. In particular the Customer keeps, and does not transfer to Reeve, every duty that applies to it as client under the Construction (Design and Management) Regulations 2015, as Responsible Person under the Regulatory Reform (Fire Safety) Order 2005, as Accountable Person or Principal Accountable Person under the Building Safety Act 2022, as duty holder under regulation 4 of the Control of Asbestos Regulations 2012, and as employer, owner, landlord or occupier under the Health and Safety at Work etc. Act 1974 and the Occupiers' Liability Acts 1957 and 1984.

10.2 Reeve does not become the overall health-and-safety, fire-safety or building-safety duty holder for the Premises, or for any system or programme at the Premises, by coordinating work, by carrying out a Job, by producing a Report, by holding information about the Premises on the Platform, or by any course of dealing. Reeve takes on a statutory role, such as principal contractor or principal designer under the Construction (Design and Management) Regulations 2015, only where an Order expressly appoints Reeve to that role in writing and states the Charges for it.

10.3 Reeve will perform the duties that the law places on Reeve in respect of its own work and its own people, and will carry out the specific safety-related tasks that the Order expressly includes. Service Partners remain responsible for their own work and for the duties that the law places on them. Nothing in these Terms transfers or removes a statutory duty from the party that holds it.

10.4 Before work starts Reeve will check the agreed scope, the relevant controls and the evidence that the Order requires. Reeve and its Service Partners may stop or pause work, without liability, where they reasonably consider that site conditions are unsafe, that the agreed controls are not in place, that a hazard was not disclosed, or that continuing would breach the law. Reeve will tell the Customer promptly and agree the next step. Time lost and abortive visits caused by a Customer Default are chargeable under clause 4.4.

10.5 Reeve will report incidents and near misses that involve its people or its Service Partners to the Customer in accordance with the arrangements in the Order and with the law that applies to Reeve. The Customer remains responsible for its own reporting duties, including under RIDDOR.

10.6 Compliance inspections, tests and Reports. Where the Services include an inspection, test, survey or certificate:

• the Report records the condition of the items that were inspected or tested, within the scope of the Order, on the date and at the time of the inspection. It is a snapshot, not a continuing assurance;
• the Report covers only the items, areas and systems that were within scope and that were safely accessible at the time. It does not cover concealed, inaccessible, locked, energised or occupied areas, or items that the Customer did not identify;
• a Report, certificate or satisfactory result is not a warranty that the Premises, or any system, complies with any law, standard, lease covenant or insurance requirement, and is not a guarantee of safety;
• the Customer is responsible for reviewing the Report, for deciding what action to take on any observation, defect or recommendation, for instructing remedial work, and for keeping its own statutory records. Reeve has no liability for any consequence of the Customer not acting on a Report;
• Reeve is not responsible for determining the inspection or test frequency that the law or the Customer's insurer requires of the Customer, unless the Order expressly includes that service; and
• Reeve may rely on information, records and previous reports supplied by the Customer or by third parties without verifying them.

10.7 Where Reeve holds information about the Premises on the Platform, including asset registers, scans, photographs and compliance records, Reeve holds it as a convenience for the Customer. The Customer remains responsible for the accuracy and completeness of its own statutory records and for keeping copies of them.

10.8 Reeve's people and Service Partners will comply with the Site Requirements and site rules that the Customer has given under clause 4.3 and that Reeve has confirmed in the Order. The Customer is responsible for site rules that it did not give to Reeve in that way.

11.1 Reeve and its licensors own all Intellectual Property Rights in the Platform, the Rates, Reeve's methods, templates and documentation, and every Report, scope pack, scan, model, photograph and dataset that Reeve creates in connection with the Services (the Reeve Materials). Nothing in these Terms transfers any of those rights to the Customer.

11.2 Subject to payment of the Charges, Reeve grants the Customer a non-exclusive, non-transferable licence to use the Reports produced under an Order for the Customer's internal purposes in managing the Premises. The Customer may share a Report with its landlord, tenant, insurer, lender or regulator where it needs to for that purpose. The Customer may not sell a Report, use it to procure the same services from a third party in breach of clause 15.5, or remove Reeve's name or disclaimers from it.

11.3 The Customer grants Reeve a licence to enter, photograph, measure, scan and record the Premises and its plant and equipment, and to collect data from them, so far as needed to deliver the Services and to operate and improve the Platform. The Customer confirms that it has the right to grant that licence and that it has given any notice to occupiers that the law requires.

11.4 Reeve may use data collected in connection with the Services, in a form that does not identify the Customer or any individual, for any purpose, including to improve the Platform, to train and operate automated tools, to benchmark and to develop new services.

11.5 The Customer grants Reeve a non-exclusive, royalty-free licence to use any drawings, documents, data and materials that the Customer supplies, so far as needed to deliver the Services. The Customer confirms that Reeve's use of them in that way will not infringe any third party's rights, and will indemnify Reeve against any claim that it does.

11.6 Reeve grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Contract, for the purpose of requesting, approving and monitoring the Services. The Customer is responsible for the acts of everyone who uses the Platform with its credentials, and will keep those credentials secure.

11.7 Reeve provides the Platform on an "as is" basis. Reeve does not warrant that the Platform will be available without interruption, error-free or secure, or that information held on it is complete or current. Reeve may change, suspend or withdraw any feature of the Platform at any time. The Customer must not rely on the Platform as its only record of any statutory matter.

11.8 On expiry or termination of the Contract, the Customer may download its Reports from the Platform for a period of 30 days. After that period Reeve may delete the Customer's data from the Platform, subject to Reeve's own record-keeping obligations and clause 11.4.

12.1 Each party will keep confidential all information of a confidential nature that it receives from the other in connection with the Contract, including Quotes, the Rates, pricing, Reports, security arrangements and business information (Confidential Information). Each party will use the other's Confidential Information only to perform or receive the Services, and will disclose it only to those of its employees, advisers, Service Partners and insurers who need to know it and are bound by equivalent obligations.

12.2 Clause 12.1 does not apply to information that is or becomes public other than through a breach of these Terms, that the receiving party already held or independently developed, or that a party must disclose by law or to a regulator or court. Reeve may disclose Confidential Information to a Service Partner so far as needed to deliver the Services.

12.3 Reeve may name the Customer, and describe the Services in general terms, in its marketing and in bids, unless the Customer objects in writing.

12.4 Each party will comply with the Data Protection Legislation in connection with the Contract. For the contact details of each other's staff, and for information that Reeve collects about the Premises and its occupiers in the course of the Services, each party acts as an independent controller.

12.5 Where Reeve processes personal data on behalf of the Customer as a processor, for example access-control lists, occupier contact lists or CCTV footage that the Customer provides, the Order will say so and the data processing terms in Schedule 1 apply. Those terms contain the provisions required by Article 28 of the UK GDPR.

12.6 The Customer confirms that it has a lawful basis to share with Reeve any personal data that it supplies, and that it has given occupiers and other data subjects any notice that the Data Protection Legislation requires, including about photography, scanning and recording at the Premises under clause 11.3.

12.7 Reeve may transfer personal data to Service Partners and to its own service providers, including providers located outside the United Kingdom, provided that appropriate safeguards under the Data Protection Legislation are in place.

12.8 This clause 12 survives termination or expiry of the Contract for 3 years, and for as long as the law requires for personal data.

13.1 A Contract for Reactive Services starts when the Order is confirmed and ends when the Services are complete and the Charges are paid, subject to the clauses that survive.

13.2 A Contract for Recurring Services starts on the date in the Order and continues for the initial term stated in the Order or, if none is stated, for 12 months (the Initial Term). It then renews automatically for successive periods of 12 months unless either party gives the other at least 3 months' written notice to end it, expiring at the end of the Initial Term or of a renewal period.

13.3 If the Customer ends a Contract for Recurring Services before the end of the Initial Term or a renewal period, other than under clause 13.5, the Customer will pay Reeve, as a genuine pre-estimate of Reeve's loss, 50% of the Charges that would have been payable for the rest of that period, together with any unrecoverable costs that Reeve has committed to.

13.4 Reeve may suspend the Services, or access to the Platform, without liability, where the Customer has not paid a sum by the final date for payment, where a Customer Default prevents safe or lawful performance, or where Reeve reasonably suspects that the Customer has suffered an Insolvency Event. Reeve will tell the Customer in writing. Suspension does not relieve the Customer of its obligation to pay.

13.5 Either party may end a Contract at once by written notice if the other party:

• commits a material breach of the Contract and, where the breach can be remedied, does not remedy it within 14 days of a written notice requiring it to do so;
• suffers an Insolvency Event; or
• in Reeve's case, where the Customer fails to pay any sum within 14 days of a written reminder sent after the final date for payment.

13.6 Reeve may also end any Contract, or decline further Orders, on 30 days' written notice where Reeve reasonably considers that it can no longer deliver the Services safely, lawfully or on the terms of the Order, including because a Site Requirement or legal requirement has changed.

13.7 On termination or expiry of a Contract for any reason:

• the Customer will pay, within 14 days, all Charges for Services performed and goods and materials supplied or ordered up to the date of termination, together with any sums due under clauses 6.6, 6.7 and 13.3;
• Reeve will leave the Premises and remove its tools and equipment, and the Customer will give access for that purpose;
• Reeve has no obligation to complete any incomplete work, and is not liable for any consequence of work being left incomplete, except that Reeve will leave any work in a safe condition so far as the Customer allows access to do so;
• each party will return or delete the other's Confidential Information, subject to clauses 11.4 and 11.8; and
• the clauses that by their nature are intended to survive, including clauses 2.7, 5, 7, 8, 9.5, 10, 11, 12, 13.7 and 15, continue in force.

13.8 Termination does not affect any right or remedy that accrued before termination.

14.1 Reeve is not in breach of the Contract, and is not liable for any delay or failure in performing the Services, to the extent that the delay or failure results from an event beyond its reasonable control (a Force Majeure Event). Force Majeure Events include: fire, flood, storm and severe weather; epidemic, pandemic and public-health restrictions; failure of utilities, telecommunications or transport networks; shortage or delay in the supply of materials, parts or labour; failure or delay by a Service Partner or supplier caused by an event that would be a Force Majeure Event if it happened to Reeve; strikes and industrial action; civil unrest, terrorism and war; act of government or regulator; and the Customer or a third party preventing access to the Premises.

14.2 Reeve will tell the Customer about a Force Majeure Event that affects the Services as soon as reasonably practicable, and will use reasonable efforts to resume performance. Time for performance is extended by the period of the delay.

14.3 If a Force Majeure Event prevents Reeve from performing the Services under an Order for more than 60 days, either party may end that Order by written notice. The Customer will pay for Services performed and costs committed up to that date.

14.4 Where the Charges for Recurring Services are fixed for a period and a Force Majeure Event prevents Reeve from attending the Premises, the Charges remain payable for that period unless the parties agree otherwise in writing. Reeve will discuss a fair adjustment with the Customer where the event lasts for more than 30 days.

15.1 Entire agreement. The Contract is the entire agreement between the parties about its subject matter. It replaces all earlier discussions, correspondence, proposals and understandings. Each party confirms that it has not relied on any statement that is not set out in the Contract, and that it has no remedy for any such statement except for fraud.

15.2 Assignment and subcontracting. Reeve may assign, transfer, charge or subcontract any of its rights and obligations under the Contract, including to a Service Partner or to any member of its group. The Customer may not assign, transfer or deal with any of its rights or obligations without Reeve's prior written consent.

15.3 Changes to these Terms. Reeve may update these Terms by publishing a new version on its website. The version in force on the date an Order is confirmed applies to that Order. For Recurring Services, a new version applies from the start of the next renewal period, or earlier if the Customer agrees. No other variation of these Terms is effective unless it is made in a Bespoke Agreement under clause 2.10. Changes to the scope, timing or price of the Services are Variations under clause 6, not changes to these Terms.

15.4 Waiver. A failure or delay by a party to exercise a right or remedy is not a waiver of it. A single or partial exercise of a right or remedy does not prevent its further exercise.

15.5 Non-solicitation. During the Contract and for 12 months after it ends, the Customer will not, without Reeve's prior written consent, directly or indirectly solicit, employ or engage any employee or operative of Reeve who was involved in the Services, or any Service Partner that Reeve introduced to the Customer, to carry out services of the kind that Reeve supplies. If the Customer does so, it will pay Reeve, as a genuine pre-estimate of Reeve's loss, 20% of the individual's annual remuneration in the case of an employee or operative, and 15% of the value of the work placed with the Service Partner in the following 12 months in the case of a Service Partner. This clause does not prevent the Customer from engaging a Service Partner that it already used before Reeve's introduction, or from recruiting through a general public advertisement not targeted at Reeve's people.

15.6 Severance. If any provision of these Terms is or becomes invalid or unenforceable, it is treated as modified to the minimum extent needed to make it valid and enforceable. If that is not possible, it is treated as deleted. The rest of these Terms is not affected.

15.7 Notices. A notice under the Contract must be in writing and sent to the other party's registered office or principal place of business, or to the email address that the party has nominated for notices. A notice is received when delivered by hand, on the second Business Day after posting by first-class post, or on the Business Day after sending by email, provided no delivery failure is received. Notices of legal proceedings may not be served by email.

15.8 Third parties. Except as stated in clause 8.7, no one other than a party to the Contract has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.9 Compliance. Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015 in connection with the Contract. Reeve may end the Contract at once by written notice if the Customer breaches this clause.

15.10 Disputes. The parties will first try to resolve any dispute by discussion between senior representatives within 20 Business Days of a written request from either party. Where the Housing Grants, Construction and Regeneration Act 1996 applies to the Contract, either party may refer a dispute to adjudication at any time under the Scheme for Construction Contracts (England and Wales) Regulations 1998 as amended; the adjudicator nominating body is the Royal Institution of Chartered Surveyors. Nothing in this clause prevents either party from seeking urgent relief from the court or from issuing proceedings to recover an undisputed debt.

15.11 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes and claims, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

S1.1 This Schedule applies where, under clause 12.5, Reeve processes personal data as processor on behalf of the Customer as controller (Customer Personal Data). The Order describes the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject. Where the Order does not, they are: subject matter and purpose, delivery of the Services at the Premises; duration, the term of the Contract; nature, storage, access-control administration and communication; types of personal data, names, contact details, access credentials, and visit and CCTV records; data subjects, the Customer's staff, occupiers, visitors and contractors.

S1.2 Reeve will:

• process Customer Personal Data only on the Customer's documented instructions, which are the Order and these Terms, unless required to do otherwise by law, in which case Reeve will tell the Customer before processing unless the law prevents it;
• make sure that the people it authorises to process Customer Personal Data are bound by obligations of confidentiality;
• implement appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking account of Article 32 of the UK GDPR;
• not engage another processor without the Customer's authorisation. The Customer gives general authorisation for Reeve's Service Partners and IT service providers. Reeve will tell the Customer of an intended change on request, and the Customer may object on reasonable grounds within 10 Business Days. Reeve will impose on each sub-processor data protection obligations equivalent to those in this Schedule and remains responsible for the sub-processor's performance of them;
• taking account of the nature of the processing, assist the Customer by appropriate technical and organisational measures, so far as possible, in responding to requests from data subjects exercising their rights;
• assist the Customer in meeting its obligations under Articles 32 to 36 of the UK GDPR (security, breach notification, impact assessments and prior consultation), taking account of the nature of the processing and the information available to Reeve;
• tell the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data;
• at the Customer's choice, delete or return all Customer Personal Data at the end of the Services, and delete existing copies, unless the law requires Reeve to keep them;
• make available to the Customer the information necessary to demonstrate compliance with this Schedule, and allow and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer, on at least 20 Business Days' notice, during Normal Working Hours, subject to confidentiality, and not more than once in any 12 months unless a regulator requires otherwise; and
• tell the Customer at once if, in Reeve's opinion, an instruction infringes the Data Protection Legislation.

S1.3 Reeve will not transfer Customer Personal Data outside the United Kingdom unless appropriate safeguards under the Data Protection Legislation are in place.

S1.4 Reeve may charge the Customer at the Rates for assistance under this Schedule that goes beyond what the Data Protection Legislation requires Reeve to provide without charge, and for any audit beyond the first in any 12 months.

S1.5 The Customer confirms that its instructions comply with the Data Protection Legislation, and will indemnify Reeve against any loss arising from an instruction that does not. Reeve's liability under this Schedule is subject to clause 8.

S2.1 This Schedule sets out the terms of the Partner Contract between the Customer and the Service Partner for the work in Partner Delivered Services. Reeve enters into the Partner Contract on the Service Partner's behalf as its disclosed agent, under the authority in Reeve's agreement with the Service Partner. Reeve is not a party to the Partner Contract.

S2.2 The following clauses of these Terms apply to the Partner Contract as if set out in this Schedule, reading "Reeve" as "the Service Partner", "Charges" as "the Partner Price", "Services" as "the work in the Order" and "Contract" as "the Partner Contract": clauses 2.2 to 2.9; 3.1, 3.2, 3.6 to 3.8, 3.10 and 3.11; 4; 5, except that Reeve issues the invoices and collects payment as the Service Partner's agent under clause 3.5; 6; 7; 8.1 to 8.3, 8.5 and 8.7 to 8.11; 10; 12; 13.1, 13.4, 13.5, 13.7 and 13.8; 14; and 15.1, 15.2, 15.4 and 15.6 to 15.11.

S2.3 Subject to clause 8.1 as applied by S2.2, the Service Partner's total liability under the Partner Contract is limited, for physical loss of or damage to tangible property caused by its negligence, to the limit of its public liability insurance stated in the Quote or Order or, where none is stated, £2,000,000 for any one event; and for all other loss or damage, to the Partner Price.

S2.4 The Service Partner will hold public liability insurance with a limit of indemnity of not less than the figure stated in the Quote or Order or, where none is stated, £2,000,000 for any one event, employer's liability insurance where the law requires it, and professional indemnity insurance where the work calls for it, and will provide evidence of them on request through Reeve.

S2.5 Any Variation, abortive visit fee, cancellation fee or other sum that arises under the clauses applied by S2.2 is payable to the Service Partner through Reeve under clause 3.5. The Reeve Fee remains payable to Reeve and is not affected by any dispute under the Partner Contract.

S2.6 Reports produced by the Service Partner are the Service Partner's Reports. The licence in clause 11.2 is given by the Service Partner in respect of them, and Reeve may hold copies on the Platform under clause 11.

S2.7 Where the Service Partner's own written terms are attached to the Quote, those terms apply to the Partner Contract instead of S2.2 to S2.6 to the extent of any inconsistency. S2.1 and S2.8 always apply.

S2.8 Nothing in this Schedule gives the Customer any claim against Reeve in respect of the Partner Contract or makes Reeve liable for any act or omission of the Service Partner. Reeve's liability to the Customer is governed by clauses 3.5 and 8.