terms and conditions
Structural Surveys Direct Ltd is constituted as a limited liability company in accordance with the Companies Act 1989 (with registered number 2052898 and with its registered office at Willow House, Brotherswood Court, Great Park Road, Bradley Stoke, BRISTOL, BS32 4QW).
The services provided to you and the contract under which those services are provided is with Structural Surveys Direct Ltd. Acceptance of our commencement of the provision of services to you shall be deemed to be acceptance of these Terms of Engagement.
In these Terms “you” and “your” refer to our client; “we”, “us” and “our” refers to Structural Surveys Direct Ltd the Consultant. In the event of inconsistency or conflict, these Terms will prevail over any other document forming part of the contract between us.
1 Advice and Instructions
1.1 We will work for you on the basis of these standard terms. The scope of work which we will carry out for you is as set out in correspondence from us to you. As the project develops our brief may change and we will confirm this to you in writing. We will be entitled to assume that our understanding as set out in correspondence is correct unless you immediately respond to correct it.
2 Credit References
2.1 We reserve the right to undertake credit reference checks on all our clients, and/or to ask clients to produce bank and other business references in appropriate circumstances.
3 Consumer Protection (Distance Selling) Regulations 2000
3.1 Where you instruct us by post, fax, email or by other electronic means, these regulations give you the right to terminate your instructions to us within 7 days of our being appointed, unless, within that period, we have already started providing you with our services.
4 Exclusion and Limitations of Liability
4.1 We shall not be liable to you for any failure or delay or for the consequences of any failure or delay in performance of your instructions if it is due to any event beyond our reasonable control including without limitation acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, acts of terrorism and national emergencies.
4.2 Our total liability of whatever nature, whether in, tort (including, without limitation, negligence), under statute or otherwise to you for any and all loss (which in these Terms means all losses, damages, costs and liabilities whatsoever) arising from or in any way in connection with this contract shall not exceed the amount specified in our proposal letter or, if no amount is specified there, 5 (five) times our fee or £250,000 (two hundred and fifty thousand pounds sterling), whichever is the lesser.
4.3 Our liability to you shall be further limited to that proportion of your loss which it is just and equitable for us to pay, having regard to the extent of our responsibility for it and on the basis that we will assume that all other consultants and contractors engaged in relation to the project will owe you a duty of care and have the benefit of no exclusions or limitations of liability, nor joint nor co-insurance provisions, between you and them, and will be deemed to have paid to you such proportion of the loss as it would be just and equitable for them to pay having regard to the extent of their responsibility.
4.4 You agree not to bring any claim in respect of loss suffered by you arising out of or in connection with our engagement against any of our directors, employees or agents even where our directors, employees or agents have been negligent. This restriction will not operate to exclude any liability which cannot be excluded at law or to exclude the liability of Structural Surveys Direct Ltd for the acts or omissions of any of our directors, employees or agents. It is agreed that each of our directors, employees and agents will have the right to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.
4.5 Nothing in these Terms of Engagement shall affect any liability which we may have to you in respect of any personal injury or death resulting from our negligence, any loss caused by our fraudulent misrepresentation or reckless disregard of our professional obligations or any other situation where the law prohibits us from excluding or limiting our liability to you. The provisions of this paragraph 4.5 shall continue to apply notwithstanding the termination of our engagement for any reason.
4.6 You may not assign this contract or any benefit arising from it without our prior written consent. Where we give our consent to an assignment or where by any other means any other person is entitled to rely on our work under this contract they are to have no greater rights against us than you have.
4.7 We will have no liability to you for loss of profit, loss of business opportunity, increased operating costs, loss of goodwill or consequential or economic loss.
5 Fee Estimates and Quotations
Please note the following:
5.1 An estimate is our indication of a likely fee for carrying out the work specified. It is given on the basis of the information available to us at the time the estimate is supplied, and is based on our experience and our assessment of the tasks you ask us to perform. There are many factors beyond our control that can result in our estimate being exceeded. For example: changes to your instructions, the requirements of third parties, lack of timely responses from others, and unexpected developments. We shall inform you promptly if we recognise that our fees will be likely to exceed any estimate we have given.
5.2 A Quotation is our proposal to carry out the specified work for a stated fee. If you accept that proposal, it then becomes a contractual commitment on your and our part. All quotations supplied by us will remain open for acceptance for a period of sixty days from the date of the quotation.
5.3 Any quotation or estimate which we have given is based on the information made available to us at the time. Should we have to do more work than we anticipated (or in the case of a quotation more work than we ought reasonably to have anticipated and allowed for) due to changed circumstances or the discovery of additional relevant facts we will notify you and we reserve the right to charge additional fees for the extra work. We will also charge additional fees where you instruct us to do extra work or we are otherwise required to do extra work (for example due to changes in relevant regulations). Additional fees will be charged at our standard rates applicable at the time for the relevant grade of staff – we will confirm these rates to you at any time on request.
6 Interim Invoices
6.1 It is our standard practice to invoice clients at periodic intervals as we consider appropriate before final completion of the work (generally monthly). An interim invoice represents our final charge for our work up to the date of the invoice, unless we tell you otherwise at that time.
7 Expenses (“Disbursements”)
7.1 Unless you have instructed otherwise, we shall assume that we have your authority to incur the usual disbursements and expenses encountered in the ordinary course of the work we are instructed to carry out. We shall ask for your authority before incurring any disbursements or expenses which we consider to be substantial. Disbursements and expenses are charged to you in addition to our fees. VAT is payable as appropriate on our fees, disbursements and expenses.
8 Payment Terms
8.1 All sums invoiced by us are due on the date of invoice and the final date for payment is 30 days afterwards. If any sum is not paid by the final date for payment we reserve our right to charge interest from that date at 3% above National Westminster Bank plc’s base lending rate.
8.2 In some circumstances, we shall request that our invoice is paid before the completion of a project. We reserve the right not to complete the project until we receive payment of the invoice and any other fees and expenses for which we are responsible to third parties.
8.3 Unless we specifically agree with you otherwise, you will be responsible for paying our fees and expenses even if the transaction or other work is for any reason not concluded. In these circumstances, our charges will be calculated to reflect a fair and proper rate for the work we have carried out, whether or not a fixed rate was agreed for the successful completion of the whole work.
8.4 Any complaints or queries in relation to an invoice must be received by us not later than 25 days after the date of the invoice. After that period, the invoice must be paid in full. Where the sum due under an invoice is not paid in full by the final date for payment and no valid reasons for withholding payment have been received by us within the 25 day period, we may suspend work until full payment is made and any timescales for our work will be extended to reflect the suspension and a reasonable remobilisation period.
8.5 Where we are acting on behalf of a company, invoices will be addressed to the company. However, in your capacity as a director or shareholder, you agree to guarantee personally the payment by the company of all our costs and disbursements. In the event that your company defaults on payment, you agree that we are entitled to look to you for all or part of the sums outstanding.
9 Termination of Instructions
9.1 We expect to continue to act for you until we have finished the work concerned. Either you or we may bring these instructions to an end at any time by notifying the other in writing giving 14 days notice. We reserve the right to cease work and terminate our agreement should you fail to provide us with adequate instructions or to pay any amount due to us. If the instructions are terminated by either of us you must pay us all fees and disbursements incurred before termination, together with any further fees and disbursements for any work that is necessary to transfer our files to another advisor of your choice. VAT is charged on all of these amounts.
10 Quality of Service
10.1 We will perform our obligations under this contract with reasonable skill and care. We will not accept any liability howsoever arising for “fitness for purpose” and “fitness for use”.
10.2 You agree that we are entitled to rely upon you to respond promptly to our requests for information or instructions, and to notify us promptly of any change in circumstances relevant to the work we are doing for you, including but not limited to any matters which you agree directly with any other party involved in the matter to which our work relates.
10.3 We acknowledge that from time to time things can go wrong. The firm has a complaints handling policy which is designed to respond promptly and effectively to any complaint with a view to putting matters right and enabling our relationship with our client to be maintained. A copy of our Complaints Handling Procedure is available on request. If, as your matter progresses, you find that, despite our best endeavours you are dissatisfied with the service you have received, please speak as soon as possible to the person responsible for your work. Alternatively, if you prefer to speak to somebody else, please contact the Office Director named in the correspondence with you. If your complaint relates to, or remains unresolved after discussion with, him/her, you should contact our UK Director.
11 Storage of Drawings, Reports and Calculations
11.1 We normally retain project documentation for at least 6 years after the file has been closed.
11.2 We currently store project documentation in safe custody free of charge.
11.3 We reserve the right to charge a handling and administration fee for retrieval.
12 Confidentiality
12.1 We shall keep confidential all information which concerns you and your business and is of a confidential nature, and shall not disclose it unless you authorise us to do so or we are required to do so by law. We may, of course, disclose it to our professional advisers and any sub-consultants we may engage in relation to your work, provided that they are under equivalent obligations to keep all information disclosed as part of our contract with yourselves confidential.
12.2 We have been accredited with quality standards to ISO9001, which are intended to ensure that the service we provide meets the standards expected of us. The accrediting body periodically inspects a random selection of our files, and for this purpose has completed a confidentiality agreement not to disclose any information which it learns from our files. If you do not wish your files to be open to this inspection, on the grounds of confidentiality, please let us know in writing, so that we may exclude them from this procedure.
13 Intellectual Property
13.1 The copyright and all other intellectual property rights in all designs and all drawings, reports, calculations and other documents (in whatever form) produced by us will remain vested in us but subject to payment of the fees due to us you shall have an irrevocable, royalty free, non-exclusive licence (including the right for you to grant sub-licences) to use such designs and documents for the purpose for which they were prepared and for all other purposes of constructing, using, maintaining and marketing the property concerned. You may use them in relation to extensions of the property concerned but you may not reproduce our designs in any extension. We will have no liability whatsoever in respect of any use made of our designs or documents for any purpose other than that for which they were originally prepared.
13.2 Should you wish to reproduce our designs in any extension or should you wish to use our designs or documents in relation to any other property you should approach us for a licence to do so. We are not obliged to grant such a licence and should we agree to do so we will be entitled to charge a fee for the granting of any licence.
14 Communications
14.1 We shall communicate with you by post, telephone, facsimile and email. The use of email may not be as secure as other forms of communication; however, unless you instruct us to the contrary, we shall be entitled to assume that you have no objection to our communicating with you, and sending attachments to you, by email whether in general or for the communication of specific information.
14.2 So far as is permitted by law our liability in relation to the transmission of computer viruses, worms, Trojans and other harmful code or programs is excluded. You agree that it is your responsibility to scan e-mails and attachments to detect and eliminate any harmful attachments which include those noted above.
15 Third Party Rights
15.1 Except as stated in paragraph 5.4 nobody who is not a party to this contract is intended to have any right to enforce any part of it pursuant to the Contracts (Rights of Third Parties) Act 1999.
16 Law and Jurisdiction
16.1 The terms of our appointment (including these Terms of Business) are governed by and shall be construed in accordance with English Law. You and we agree to submit to the non-exclusive jurisdiction of the English Courts.
16.2 The parties shall attempt in good faith to settle any dispute by mediation.
