These Terms and Conditions (“Terms”) are the standard terms for the provision of costs and project management, quantity surveying and other related professional services by EPC Construction Consultants Limited, a company registered in England under number 10845165 whose registered office is at Countrywide House, Knights Way, Shrewsbury, SY1 3AB.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
|“Contract”||means the agreement for the provision of Services comprising of the Letter of Engagement, these Terms and any other terms agreed in writing between Us and You;|
|“Fees”||means our fees for the provision of Services to You, as shown on the Letter of Engagement and otherwise agreed in writing, and which may be chargeable on an hourly, daily or fixed fee basis;|
|“Letter of Engagement”||means Our acceptance and confirmation in writing of Your Request For Services;|
|“Quotation”||means a quotation, provided by Us to You outlining proposed fees for the Services requested by You. Such fees may vary according to the actual work undertaken;|
|“Request For Services”||means Your request for Us to supply the Services to You, which may include a purchase order issued by You to Us;|
|“Services”||means all services provided by Us to You as confirmed by Us in Our Letter of Engagement and as may be amended and confirmed in writing, which may include costs and project management, quantity surveying and estimating;|
|“Site”||means the site, premises or other location, as detailed in the Request For Services and confirmed by Us in Our Letter of Engagement, where the Services will be carried out by Us;|
|“We/Us/Our”||means EPC Construction Consultants Limited, a company limited by shares registered in England under number 10845165, whose registered office is at Countrywide House, Knights Way, Shrewsbury, SY1 3AB; and|
|“You/Your”||means the individual, company, partnership or other entity confirmed in Our Letter of Engagement with whom We contract with under these Terms.|
1.2 Unless the context otherwise requires, each reference in these Terms to “writing”, and any similar expression includes electronic communications whether sent by e-mail, fax or other means.
1.3 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2. The Contract
2.1 These Terms govern the provision of Services by Us and will form the basis of the Contract between Us and You, to the exclusion of any other terms unless agreed in writing between the parties. Before making Your Request For Services, please ensure You have read these carefully.
2.2 Nothing provided by Us including, but not limited to, sales and marketing literature, price lists or anything on Our website and other documents constitutes a contractual offer capable of acceptance. Your Request For Services constitutes a contractual offer that We may, at Our discretion, accept by the issue of Our Letter of Engagement.
2.3 Before sending your Request For Services, You can request a Quotation for the Services You require. The Quotation is not a contractual offer capable of acceptance. If You are happy with the Quotation and want to proceed with the quoted Services then You must submit a Request for Services, which We may accept.
2.4 A legally binding contract between Us and You will be created upon Our acceptance of Your Request For Services, indicated by Our Letter of Engagement.
3. Request For Services
3.1 When issuing Your Request For Services You shall set out, in detail, the Services You require Us to provide to include, where appropriate:
3.1.1 the full address of the Site(s), including details relating to access and parking;
3.1.2 details of any relevant Quotation that has already been issued to You by Us; and
3.1.3 full description of the Services including the projects which you require Our Services for, any specific time frame, type of Services, date You want Us to start the provision of Services and any other relevant details.
3.2 When issuing Your Request For Services, please ensure that all information that You provide to Us is correct, accurate and complete. We cannot accept any liability where You have provided us with inaccurate or incomplete information.
3.3 You may amend or cancel Your Request For Services at any time before it is accepted by Us.
3.4 If You want to amend Your Request For Services after it has been accepted by Us and We have issued a Letter of Engagement, then You must request any amendments to Us in writing as soon as possible for Us to accept. Additional charges may apply pursuant to clause 6.6 and We reserve the right to invoice You for any costs We have incurred pursuant to Us carrying out any work in relation to Your initial Request For Services.
3.5 We may cancel Your Request For Services, in writing, at any time before We carry out the Services if We are no longer able to continue.
4.1 The Services shall be carried out in accordance with Your Request For Services and as confirmed in Our Letter of Engagement or as otherwise agreed or amended and confirmed in writing.
4.2 We shall ensure that the Services are carried out with reasonable care and skill and to a reasonable standard which is commensurate with best trade practice, complying with any relevant codes of practice.
4.3 We shall act in accordance with all reasonable instructions given to Us by You provided such instructions are compatible with the Services agreed in the Letter of Engagement or otherwise agreed.
4.4 We shall use reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by You subject to Your acceptance of any related reasonable changes to the fees.
4.5 Time shall not be of the essence in carrying out the Services under the Contract.
4.6 We reserve the right to make or agree to any changes in the provision of Services that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.
5. Your Obligations
5.1 You acknowledge that You are authorised to appoint Us to provide the Services and You shall use all reasonable endeavours to provide all pertinent information to Us that is necessary for Our provision of the Services.
5.2 You shall be, and remain responsible for, all health and safety requirements in relation to the Site, to include but not limited to the health and safety of all permitted persons on Site and for carrying out an appropriate risk assessment.
5.3 If any consents, licences or other permissions are required from any third parties for Us to attend the Site and provide the requested Services, it shall be Your responsibility to obtain the same at Your cost in advance of the commencement of the Services and You shall provide evidence that such consent or permission has been obtained on request. We shall not be liable for any claims, costs or other losses as a result of You failing to get all necessary consents, permissions and/or licences before the commencement of Our Services.
5.4 In the event that We require the decision, approval, consent or any other communication from You in order to continue with the provision of Services, or any part thereof at any time, You shall provide the same in a reasonable and timely manner.
6. Price and Payment
6.1 Any Quotations issued by Us are valid for a period of 30 days from the date of the Quotation, unless otherwise confirmed in writing.
6.2 All Fees are exclusive of VAT, disbursements and expenses unless otherwise stated.
6.3 You will be liable to pay to Us all relevant disbursement/expenses incurred in providing the Services to You, which may include mileage, printing and photocopying and these will be charged at an appropriate rate and shown on the relevant invoice for the period which the disbursement/expense was incurred by Us.
6.4 Unless otherwise agreed in writing, We will issue invoices to You every 2 weeks and You agree to pay Us the invoice amount in full within 14 days of the date of the invoice.
6.5 You acknowledge that any Quotation is simply a proposal of the Fees and is subject to variations, including but not limited to an increase in any tax payable or any other increase in costs that We incur. We will notify You of any changes as soon as possible but We reserve the right to invoice You for these additional costs.
6.6 In the event that You require Us to provide further Services that were not included in the Quotation and/or the Letter of Engagement, or any other amendments are made by You to the Request For Services which are accepted by Us, then We will notify You of this as soon as possible and You agree that You will pay to Us the cost of the additional Services provided.
6.7 All Fees confirmed in the Letter of Engagement, including but not limited to Fees based on hourly or daily rates, are fixed for a period of 6 months, after which We will review the Fees and reserve the right to increase the Fees. In the event that the Fees will be increased, We will notify You of this in writing and unless You provide us written notice to terminate the Contract in accordance with clause 11 (or as otherwise agreed in writing), You will be deemed to have accepted these revised Fees. This clause does not apply to any Fees which are fixed, as confirmed in Our Letter of Engagement.
6.8 If payment of any invoice issued by Us to You is not paid within 14 days of the date of the invoice, or as otherwise agreed in writing, then We reserve the right to:
6.8.1 charge You interest on the overdue sum at the rate of 4% per annum above the base lending rate of the Bank of England from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgement. You must pay any interest due when paying an overdue sum; and
6.8.2 withhold further Services to You, even if such Services have been requested by You under a separate Request For Services and/or on a separate project or Site, until such time that all payments due and owing to Us from You have been made in full.
6.9 Where applicable, We reserve the right to charge You interest and administration costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
6.10 Retention money is not accepted under these Terms or under the Contract unless otherwise agreed and confirmed to You in writing in Our Letter of Engagement.
6.11 We reserve the right and shall be entitled to deduct, withhold and/or set-off any sums owing to Us by You against any amount payable by Us to You.
7. Liability, Indemnity and Insurance
7.1 We shall ensure that We have in place at all times appropriate and valid insurance which shall include public liability insurance.
7.2 You confirm to Us that You have in place at all times sufficient and appropriate insurance, to include but not limited to public liability insurance, in relation to the Site.
7.3 We will only be liable to You for any foreseeable loss or damage that You may suffer as a result of Our material breach of these Terms or as a result of Our negligence. We will not be responsible for any loss or damage that is not foreseeable. Unless otherwise stated by law or elsewhere in these Terms, the total liability We owe You in relation to the supply of Services shall not exceed the total Fees paid by You to Us for Our Services carried out under this Contract.
7.4 We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
7.5 Nothing in these Terms seeks to exclude or limit Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.
You warrant to Us that You shall not directly or indirectly, at any time during the Contract or for a period of 12 months after, solicit or entice away from Us or employ or (directly or indirectly) offer employment or a consultancy to any person who at, or at any time during the period of 6 months before the date of the Letter of Engagement, was an employee, contractor or who otherwise carried out Services on Our behalf.
9. Data Protection
9.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Data Protection Act 2018, and Your rights under this legislation.
9.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from Us, on request.9.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from Us, on request.
10. Force Majeure
10.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond Our control.
10.2 If any event described under this clause occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms:
10.2.1 We will inform You as soon as is reasonably possible;
10.2.2 Our obligations under these Terms and any time limits that We are bound by will be extended accordingly;
10.2.3 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Us to provide the Services;
10.2.4 If the event outside of Our control continues for more than 2 months We will cancel the Contract and inform You of the cancellation.
11.1 We may immediately terminate the Contract by giving written notice to You if:
11.1.1 You fail to pay any amount due to Us under any of the provisions of these Terms within 14 days of the due date for payment;
11.1.2 You breach any of Your obligations in clause 5 or 8 of these Terms;
11.1.3 an encumbrancer takes possession, or where You are a company, a receiver is appointed, of any of Your property or assets;
11.1.4 You make any voluntary arrangement with Your creditors or, being a company, You become subject to an administration order (within the meaning of the Insolvency Act 1986);
11.1.5 You, being an individual or firm, have a bankruptcy order made against You or, being a company, go into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract);
11.1.6 You cease or threaten to cease, to carry on business; or
11.1.7 control of that other party is acquired by any person or connected persons not having control of that other party on the date of the Letter of Engagement. For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
11.2 Further to Clause 11.1, We may otherwise terminate the Contract by giving no less than 30 days written notice to You.
11.3 You may terminate the Contract by giving no less than 30 days written notice to Us providing that all Fees, including disbursements and expenses, due to Us have been paid in full in accordance with these Terms.
11.4 Upon the termination of the Contract for any reason, any sum owing by You to Us under any of the provisions of the Contract or these Terms shall become immediately due and payable and termination shall not affect or prejudice any right to damages or other remedy which We may have in respect of the event giving rise to termination or any other right to damages or other remedy which We may have in respect of any breach of the Contract which exist at or before the date of termination.
12.1 We may transfer (assign) Our obligations and rights under these Terms (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs You will be informed by Us in writing. Your rights under these Terms will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.
12.2 You may not transfer (assign) Your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.
12.3 The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
12.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
12.5 No failure or delay by Us in exercising any of Our rights under these Term shall be deemed to be a waiver of that right, and no waiver by Us of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
12.6 We reserve the right and shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Terms or the Contract or any other agreement at any time.
12.7 Nothing in these Terms shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in these Terms and in the Contract.
12.8 These Terms, the Contract, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and any dispute, controversy, proceedings or claim between You and Us shall be subject to the exclusive jurisdiction of the courts of England.