Clearly define Estate 360 as a platform facilitating services and product delivery between vendors (service providers) and clients (buyers).
State the objective: to ensure legal clarity, safety, and fair resolution for all parties.
2. Definitions
Define key terms like Vendor, Client, Project, Platform, Services, Dispute, etc.
Include terms for the type of vendors (e.g., contractors, suppliers) and clients (e.g., developers, property owners).
3. Acceptance of Terms
Vendors and clients must agree to the platform’s terms and conditions, policies, and procedures before engaging in any transactions.
4. Vendor Obligations
Quality and Compliance: Vendors must ensure that all services/products comply with legal standards and safety regulations.
Licenses and Certifications: Vendors must have valid licenses and certifications to operate legally within the jurisdiction.
Insurance: Vendors must maintain appropriate insurance (liability, workers’ compensation, etc.) and provide proof of this insurance.
Health and Safety Standards: Vendors are responsible for complying with health and safety standards, ensuring a safe working environment, and reporting any accidents.
Code of Conduct: Vendors must conduct business ethically, with no fraudulent, misleading, or illegal practices.
5. Client Obligations
Payment Terms: Clients are obligated to make payments as per the agreed contracts and project milestones.
Access and Cooperation: Clients must provide vendors access to the project site and cooperate in any inspections or project evaluations.
Permits and Approvals: Clients are responsible for securing necessary building permits, approvals, and meeting local regulations unless otherwise stated.
Safety and Site Conditions: Clients must ensure that the site is safe for workers and compliant with all local safety laws before the vendor starts work.
6. Dispute Resolution
Mediation and Arbitration: Both parties agree to attempt to resolve disputes via mediation first before moving to arbitration.
Jurisdiction and Governing Law: Specify the jurisdiction and governing law applicable in case of a legal dispute.
Platform Dispute Resolution Support: Estate 360 will provide dispute resolution mechanisms such as mediation panels or independent arbitrators to resolve disputes fairly.
Liability Limitations: Estate 360 will not be liable for any direct or indirect losses due to disputes between vendors and clients unless directly caused by the platform’s negligence.
7. Warranties and Liabilities
Vendor Warranties: Vendors must provide warranties that their services and products meet industry standards and will be free of defects for a specified period.
Client Warranties: Clients guarantee that the scope of work agreed upon will remain consistent unless mutual changes are made and agreed upon.
Limitation of Liability: Define clear limitations on both the vendor’s and client’s liability for project-related issues, ensuring no party bears undue responsibility.
Force Majeure: Neither party shall be liable for delays or failure to perform due to causes beyond their control, such as natural disasters, strikes, or government interventions.
8. Termination and Suspension
Termination for Cause: Either party may terminate the contract for a substantial breach of terms, provided proper notice and opportunity to cure have been given.
Termination by Vendor/Client: Outline under what circumstances the vendor or client may terminate the contract (e.g., non-payment, failure to complete work).
Platform’s Right to Suspend/Terminate Accounts: Estate 360 reserves the right to suspend or terminate user accounts for violations of terms, fraud, or other legal breaches.
9. Health and Safety Compliance
Legal Compliance: Both vendors and clients must comply with relevant health and safety laws, including construction site safety regulations.
Accident and Incident Reporting: Vendors must report accidents immediately and cooperate with investigations.
Training Requirements: Vendors must ensure that all workers are adequately trained and certified to operate within safe working practices.
Equipment Standards: Any machinery, tools, or equipment used must meet the required safety standards.
10. Confidentiality and Data Protection
Confidentiality Agreements: Vendors and clients agree to keep proprietary information confidential, unless disclosure is required by law.
Data Protection: Estate 360 will ensure the protection of personal and business data in accordance with data protection laws such as GDPR, and no data will be shared without consent.
11. Intellectual Property Rights
Ownership of Work: Intellectual property rights for the designs, plans, and documents provided by vendors remain with them unless otherwise agreed upon.
Usage of the Platform’s IP: Neither clients nor vendors may use Estate 360’s branding, trademarks, or other intellectual property without explicit consent.
12. Indemnification
Vendor Indemnity: Vendors agree to indemnify and hold Estate 360 harmless from any liabilities arising from their services or products.
Client Indemnity: Clients agree to indemnify Estate 360 for claims arising from their breach of contract or negligence.
Platform Indemnity: Estate 360 will not be responsible for any damages or losses resulting from the use of the platform outside of the platform’s control.
13. Amendments to Terms and Conditions
Notice of Change: Estate 360 reserves the right to amend these terms and conditions. Users will be notified of changes before they take effect.
Consent to Changes: Continuing to use the platform after changes have been made constitutes acceptance of the new terms.
14. Miscellaneous Provisions
Severability: If any provision is deemed unlawful or unenforceable, the rest of the agreement will remain in full force.
Entire Agreement: This document, along with any project contracts, constitutes the entire agreement between the parties.
15. Governing Law
Specify the governing law and jurisdiction (country or state) under which the platform operates and any legal disputes will be settled.
16. Risk Allocation
Risk Transfer Mechanism: Clearly outline how risk is allocated between the vendor and the client. Specify which party is responsible for risks such as delays, accidents, or defects in construction.
Insurance Requirements: Both vendors and clients must ensure that appropriate risk-transfer mechanisms are in place through sufficient insurance policies, including professional liability, public liability, and construction all-risk insurance.
17. Change Orders and Variations
Process for Changes: Establish a clear process for handling change orders (variations to the scope of work) initiated by either party, including timelines and cost implications.
Approval of Changes: Any changes to the project must be agreed upon in writing by both the vendor and the client, specifying the impact on costs, timelines, and quality.
Disputes on Variations: Set guidelines on resolving disputes regarding changes in scope or cost adjustments through platform-facilitated mediation.
18. Project Timelines and Delays
Completion Deadlines: Vendors must provide a project completion date, with provisions for delays, including penalties for non-compliance unless caused by unforeseeable circumstances.
Liquidated Damages: Include a liquidated damages clause for failure to complete the project within the agreed-upon timeline, compensating clients for losses caused by delays.
Extensions of Time (EOT): Outline under what conditions vendors can apply for an extension of time (e.g., weather delays, force majeure).
19. Performance and Quality Control
Quality Assurance: Vendors are required to maintain industry-standard quality control measures during the construction process.
Defects and Rectification: A clear process for identifying defects and providing vendors the opportunity to rectify them within a reasonable period.
Independent Inspections: The platform may arrange independent third-party inspections to ensure compliance with standards, with costs shared or pre-assigned between parties.
20. Payment and Financial Security
Milestone Payments: Define a payment schedule linked to specific project milestones or deliverables. Both vendors and clients must adhere to the schedule to prevent disputes.
Escrow Payment System: For greater security, payments can be held in escrow by the platform until the agreed work milestones are achieved.
Late Payment Penalties: Clearly outline penalties for late payments by clients, including interest on overdue amounts.
Vendor Rights in Non-Payment Situations: Vendors may suspend work in case of client non-payment after following a formal notification process.
21. Retention Funds
Retention Terms: Specify the portion of the contract value to be retained until project completion or until the end of the defect liability period to safeguard against incomplete or defective work.
Release of Retention: Define when retention money will be released to the vendor (e.g., after final inspection or after a set defects liability period).
22. Safety and Environmental Obligations
Environmental Impact: Vendors must ensure that their work does not breach environmental laws and that they minimize negative environmental impacts (e.g., waste management, pollution control).
Waste Disposal: Vendors are responsible for the proper disposal of construction waste and materials in accordance with legal requirements.
Workplace Health and Safety Plans: Vendors must submit a safety plan for approval before the commencement of work, detailing site safety measures, emergency procedures, and training provisions.
23. Force Majeure
Definition and Scope: Clearly define what constitutes force majeure (e.g., natural disasters, pandemics, government restrictions) and how such events affect the obligations of both parties.
Suspension of Obligations: Outline procedures for suspending contractual obligations during a force majeure event and the process for resuming work after the event has passed.
Termination in Extended Force Majeure: Provide options for termination or renegotiation of contracts if force majeure significantly disrupts project completion.
24. Ownership and Transfer of Materials
Material Ownership: Define when ownership of materials or goods passes from the vendor to the client (e.g., upon delivery or upon installation).
Client-Supplied Materials: Clarify vendor responsibilities when working with client-supplied materials, including storage, handling, and installation.
Intellectual Property on Custom Design: For custom-built designs or plans, specify ownership of intellectual property, particularly for architectural designs, and the client’s right to use or modify them post-completion.
25. Compliance with Building Regulations and Codes
Local Building Codes: Vendors are responsible for ensuring that all work complies with local building regulations, zoning laws, and safety codes.
Permits and Inspections: Vendors must obtain all necessary permits and arrange for required inspections at the appropriate stages of the project.
Certification of Completion: Ensure that final certifications (e.g., occupancy certificates, completion certificates) are obtained from relevant authorities before project handover.
26. Non-Compete and Exclusivity Clauses
Vendor Exclusivity: Vendors may be prohibited from working on competing platforms or projects during the engagement period with Estate 360, depending on the terms.
Non-Compete: After completion of the contract, vendors may be restricted from soliciting the client directly for future projects without involving Estate 360.
27. Security of Site
Site Access and Security: Clearly define responsibilities for site security (e.g., theft or vandalism) during construction, including whether the vendor or client provides security measures.
Client Responsibility for Existing Structures: Clients are responsible for maintaining the safety and security of any existing structures or property at the site during the project.
28. Platform’s Liability and Disclaimers
No Guarantee of Vendor/Client Performance: Estate 360 disclaims liability for poor performance or non-compliance by vendors or clients unless the platform has expressly endorsed the specific vendor.
Platform as Intermediary: Estate 360 acts only as a facilitator and is not a party to any contract between vendors and clients. Its liability is limited to administrative support and dispute resolution assistance.
Exclusion of Warranties: Estate 360 provides no express or implied warranties for the services provided by vendors or the projects commissioned by clients.
29. Audit and Inspection Rights
Right to Audit: Estate 360 reserves the right to audit project documentation, payment records, and other relevant data in case of disputes or suspicions of fraud.
Client and Vendor Cooperation: Both parties must cooperate with any audits or inspections conducted by the platform or an independent third party.
30. Conflicts of Interest
Vendor-Client Relationships: Vendors must disclose any conflicts of interest (e.g., familial relationships, prior engagements) that may affect their impartiality or the project outcome.
Platform’s Role: Estate 360 must remain neutral in conflicts of interest, facilitating fair resolution without favoring one party over the other.
31. Publicity and Marketing
Vendor and Client Consent: Estate 360 reserves the right to use completed projects for marketing purposes, subject to vendor and client consent.
No Unauthorized Publicity: Vendors and clients may not use the Estate 360 name, logo, or proprietary information for marketing purposes without prior written consent.
32. Post-Completion Support
Defects Liability Period: Vendors must offer a defects liability period after project completion, during which any defects found must be rectified at no additional cost to the client.
Post-Completion Services: Vendors may offer optional maintenance or support services beyond the project’s end, subject to additional terms.
