Terms & Conditions

1. Services to be provided LDM Scanning Limited agrees to provide for the Client’s exclusive use the services set out in our Quotation subject to the following Terms of Engagement which shall form part of the contract with the Client. No Variation to these terms shall apply unless in writing. LDM Scanning Limited will exercise reasonable skill, care and diligence in undertaking its agreed services and shall perform the services solely in relation to the subject matter of the work as expressly identified in the proposal. The work is to be carried out during the normal working hours of Monday to Friday, 7am-6pm, unless otherwise agreed.

2. Quotes are valid for a period of 60 days. Acceptance of quote and conditions by the client will be confirmed by an official purchase order.

3. Payment Terms All payments are to be made in full within 28 days of the date on our invoice. Agreement to be bound by our payment conditions will be confirmed by any form of acceptance of this quotation. Any variation on this to be agreed upon acceptance of order. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest on late payments may be charged at 8% over base rate under the Late Payment of Commercial Debts [Interest] Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. We may issue interim invoices to cover fieldwork and mobilisation prior to report delivery. All charges quoted exclude VAT which will be added at the prevailing rate.

4. Intellectual Rights All goods, printed reports, electronic copies and intellectual rights remain the property of LDM Scanning Ltd until such time as full payment is received.

5. Ownership of Documents The Client agrees that all documents and other deliverables if not fully paid for will remain the property of LDM Scanning Limited and shall be returned upon demand and will not be used by the Client or any other entity for any purpose whatsoever. The technical information and costs supplied in our quotations are proprietary information which is not to be used or disclosed to third parties without prior permission from LDM Scanning Ltd.

6. Clients Obligations The client is responsible for arranging all necessary permits for working on the site or for using private access roads. These arrangements should be made before we mobilise. Extra costs arising from non-availability of permits causing delays after mobilisation etc. will be charged to the client. We will rely on yourselves to let us know if there are changes or updates to the documents relevant to our trades we need to review. This also applies where access to a document portal is provided. The following attendances are to be provided free by yourselves:

a. Safety, security, health and welfare for our labour, plant equipment.
b. The provision of adequate ventilation.
c. 110 volt, 32 amp power supply at each floor level.
d. Clean running water supply.
e. A watertight environment.
f. Temporary safety lighting if required.

7. Location of Services We will not guarantee to survey over public rights of way such as footpaths and bridleways. Ideally these rights of way should be closed or diverted by the appropriate body during the survey period. The site shall be clear of surface obstructions that will interfere with our ability to provide adequate site coverage. LDM Scanning Limited will not be responsible for site clearance or for any consequential reduction in survey coverage.

8. Cancellation by the client or their agents, including abortive visits. We will issue invoices to cover any of our costs such as equipment shipping, hire, accommodation, deposits and other cancellation charges.

9. Delays For site works any delays outside the control of LDM Scanning Ltd will be charged to the client at £1095.00 per day or part. These would include delays requiring us to remain mobilized at the client’s instruction for the purposes of completing the project objectives within the project timescale.

10. Damages. The Client agrees to indemnify LDM Scanning Limited of any damage necessarily caused in carrying out the Works and/or Project. No liability will be accepted by LDM Scanning Limited for permanent reinstatement unless specifically stated in the Quotation. Any instruments or cables damaged as a result of actions beyond our control will be chargeable to the client at cost plus 10%.

11. Anomalies It must be emphasised that geophysical methods can only identify areas yielding anomalies to the site norm. The interpretation of such anomalies is based on assumptions utilizing the best available knowledge from previous site investigations and information provided to us by the client. A positive identification of anomalies or estimates of depth can only be made using intrusive investigations.

12. Outstanding Matters It is agreed that all matters not referred to herein shall be determined in accordance with the relevant current Conditions of Engagement issued by the Association of Consulting Engineers and the ICE Terms of Engagement

These terms and conditions (“Conditions”) are to be read in conjunction with the LDM Scanning Limited Quotation.

1 Definitions and interpretation

1.1 In these Conditions:

“Supplier” means LDM Scanning Limited.

“Client” means the contracting party, to whom the Quotation is addressed, for whom Services are performed by Supplier and the party responsible for payment of the Fee. If two or more parties engage Supplier to perform Services, then such parties shall be jointly and severally liable under the terms of these Conditions.

“Contract” is defined in Condition 2.2 below.

“Deliverable” means any advice, document, report, map, plan, system, data or software or any other deliverable produced or provided pursuant to the Services.

“Fees” means the fees and charges payable by the Client to Supplier for the Services in accordance with the Quotation or as otherwise agreed in writing between Supplier and the Client in accordance with Condition 4.4.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Quotation” means the written Quotation prepared as an offer by Supplier for carrying out the Services for the Client consisting of the scope of Services, set of rates and associated budget estimate or lump sum price, and the time frame for undertaking that Services, and all other requirements for the work, all as detailed in the Quotation, and includes any amendments to the original Quotation that Supplier may propose or accept in writing prior to commencement of the Services;

“Services” means the services and works, including any Deliverables, to be provided by Supplier to the Client as set out in the Quotation.

1.2 Headings in these Conditions shall not affect their interpretation. A reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. Where the words “include(s)”, “including” or “in particular” are used in these Conditions, they are deemed to have the words “without limitation” following them. The singular includes the plural, unless the context otherwise requires.

1.3 In the event of any conflict between the provisions of these Conditions and the Quotation, the provisions of the Quotation shall prevail.

2 Contract

2.1 The Quotation shall be valid for two (2) months from the date of the Quotation (unless otherwise specified therein).

2.2 The Client’s purchase order or the Client’s acceptance of the Quotation or (if earlier) by Supplier starting to perform the Services constitutes acceptance by the Client of the Quotation on the basis of these Conditions, at which point a contract for the supply and purchase of the Services on these Conditions will be established (the “Contract”). No counteroffer placed by the Client shall be accepted by Supplier other than by a written acknowledgement issued and executed by Supplier.

2.3 These Conditions shall apply to the Contract to the exclusion of any other conditions contained or referred to in any order, letter, form of contract or other communication between the Client and Supplier whether oral or written (including any conditions the Client purports to apply) or which are implied by customs, practice or law and the provisions of these Conditions shall prevail.

2.4 The Quotation is given on the basis that no contract shall come into existence except in accordance with this Condition 2.

3 Supplier obligations

3.1 Supplier shall exercise reasonable skill, care and diligence in the performance of the Services and shall provide the Services in accordance with the provisions of the Quotation in all material respects.

3.2 Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Supplier shall undertake the Services in accordance with current health, safety and environmental legislation as at the time of performance of the Contract. Supplier reserves the right to amend the specification of the Services, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Supplier shall notify the Client in any such event.

3.4 Supplier shall hold any hazardous substances or wastes, including samples and contaminated equipment, arising from the Services as agent for the Client, whose property such materials will remain. Supplier shall make reasonable efforts to assist the Client with the safe handling and disposal of such material; however, the Client shall be responsible for this disposal and all associated costs if not included in the Quotation.

3.5 Where the Services include services of an exploratory nature or relating to physical ground works, the Quotation shall include a provisional bill of quantities, and the estimated total Fees is provided for guidance purposes only. The actual cost and time at completion of the Services shall be dependent upon the ground or other conditions, constraints present, and number and depth of the investigation locations, which shall influence the number of samples and tests required.

4 Client obligations

4.1 The Client shall ensure that Supplier is fully briefed and provided with all necessary information, documentation, materials and equipment to be able to perform the Services as detailed in the Quotation and shall cooperate with Supplier in all matters relating to the Services.

4.2 Where relevant in accordance with the Construction (Design and Management) Regulations 2015, the Client shall provide to Supplier all existing information, including any health and safety files, hazardous materials information including asbestos surveys, service location drawings and contact details for all other companies involved with the project, especially the ‘Principal Designer’ and ‘Principal Contractor’. The Client will retain the roles of ‘Principal Designer’ and ‘Principal Contractor’ unless notified to, and agreed by Supplier, in writing.

4.3 The Client shall ensure that all information, documentation and materials provided to Supplier are complete and accurate in all material respects and the Client acknowledges that Supplier shall rely upon any and all information, documentation and materials provided by the Client or anyone on the Client’s behalf.

4.4 The Client shall make any request for a variation to the Services or additional instructions in writing. Supplier shall confirm in writing as soon as practicable whether it accepts such variation or instruction, together with details of modifications to the Quotation, including the Fees and/or programme for delivery of the Services arising from variations or additional instructions requested by the Client.

4.5 The Client shall comply with the requirements and obligations of the Client as set out in the Quotation.

4.6 The Client shall provide to Supplier in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other sites or facilities as required by Supplier to perform the Services.

4.7 The Client shall obtain before the Services commence and thereafter maintain all licences, permits and consents and comply with all relevant and applicable laws and regulations, including health and safety laws, as required to enable Supplier to provide the Services, including in relation to the installation of any Supplier equipment (which shall include any tools, systems, cabling or facilities provided by Supplier to the Client and/or used directly or indirectly in the supply of the Services but excluding any such equipment that is the subject of a separate agreement between the parties under which title passes to the Client) and the use of the Client’s materials and/or equipment.

4.8 The Client shall inform Supplier prior to Supplier’s submission of the Quotation if the Services’ starting date is critical. Thereafter, if the starting date is delayed or cancelled any such delay or cancellation may incur additional Fees.

4.9 Unless agreed in the Quotation or in accordance with Condition 4.4, Supplier shall not be required to: (a) work outside of the business hours of 7:00am to 6:00pm Monday to Friday. However, except where previously agreed constraints exist, Supplier reserves the right to work outside of normal business hours at its discretion and at no additional cost to the Client;

(b) provide traffic controls, watching, lighting or protection of the Services; or

(c) provide ground levels and/or co-ordinates at investigation positions.

4.10 The Client shall notify Supplier of the position and nature of any buried services, cables, pipes, sewers or similar, in writing, prior to commencement of the Services. Notwithstanding such notification, unless otherwise agreed in the Quotation, Supplier shall not be responsible for any damage to or liable for any direct or indirect losses, damages, costs or expenses incurred as a result of any damage to any buried services, cables, pipes, sewers or similar.

4.11 Without prejudice to any other rights or remedies, Supplier reserves the right to charge the Client for its additional costs and time incurred if: (a) adverse weather conditions affect Supplier’s ability to perform the Services; or

(b) the site conditions for any Services change between Supplier’s submission of the Quotation and the commencement of the Services; or

(c) there are any access restrictions that may affect access to a site or Supplier’s ability to perform the Services that the Client has not notified to Supplier in writing prior to Supplier’s submission of the Quotation or agreed in accordance with Condition 4.4.

5 Insurance

5.1 Subject to Condition 5.2, Supplier shall maintain insurance cover for statutory insurances and professional indemnity to the value of £1 million for each claim or series of related claims, subject to an annual aggregate limit of £1 million for all claims relating to pollution and asbestos, during the Services and for six years after completion of the Services, provided such insurance is available at commercially reasonable rates. If any such insurance ceases to be available at commercially reasonable rates, then Supplier shall promptly notify the Client.

5.2 The Client acknowledges that, due to unavailability in the Lloyds backed London Insurance market, Supplier is unable to obtain insurance in respect of any liability directly or indirectly arising out of or in any way involving the combustibility, fire safety requirements or fire protection performance of any façade materials, roof materials, cladding, core, filler, composite, insulation, glazing, balconies, terraces, doors, hatches, signage, decorative panels, roof voids, roof cavities, chimneys, flues, external wall system and/or internal wall system of any building or structure, external roof system and/or internal roof system above the ceiling level of the upper-most storey of any building or structure, including but not limited to any component or material used for the external cladding or façades or roofs of any building or structure, insulation, and signage, and the manufacture, assembly, fixing or construction thereof.

6 Limitation of Liability

6.1 The restrictions on liability in this Condition 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, under any indemnity or otherwise.

6.2 Nothing in these Conditions shall limit or exclude either party’s liability for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for either party to restrict or exclude liability.

6.3 Subject to Conditions 6.1 and 6.2: (a) Supplier’s total liability under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in respect of any of the matters set out in Condition 5.2 for which Supplier is unable to obtain insurance shall not exceed £100,000;

(b) Subject to Condition 6.3(a), Supplier’s total liability under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the lesser of (i) £1 million; or (ii) the amount recovered by Supplier under the insurance maintained in accordance with these Conditions and in force at the time the claim, or (if earlier) circumstances that may give rise to the claim is, or are, reported to the insurers in question;

(c) Supplier’s liability to the Client shall be limited to such proportion of the Client’s loss and damage as it would be just and equitable for Supplier to pay having regard to the extent of its responsibility for the loss and damage and on the assumption that (i) all other consultants, contractors, subcontractors, project managers and advisers engaged in connection with the project have provided contractual undertakings on terms no less onerous than those set out in the Contract to the Client in respect to their obligations in connection with the project; and (ii) all the parties referred to in this Condition have paid to the Client such proportion of the loss or damage that it would be just and equitable for them to pay, having regard to the extent of their responsibility for the loss or damage;

(d) Subject to the other limitations contained in this Condition 6, if Supplier is in breach of its obligation under Condition 3.1 to exercise reasonable skill, care and diligence in the performance of the Services before completion of the Services, the liability of Supplier shall be limited to the reasonable cost of correcting or completing the relevant part of the Services or, if necessary, the cost of obtaining replacement work of equivalent standard as that provided for in the scope of the Services.

6.4 Supplier shall not be liable to the Client, however arising, for any loss of profit, loss of use, loss of income, loss of production or accruals, loss of anticipated savings, loss of business or contracts, loss or depletion of goodwill, loss of goods, loss or corruption of data or information or software or for any financial or economic loss or for any indirect or consequential loss, damage, cost or expense whatsoever arising under or in connection with the Contract that may be incurred or suffered by the Client.

6.5 No action or proceedings arising out of or in connection with this Contract whether in contract, in tort, for breach of statutory duty or otherwise shall be commenced after the expiry of six (6) years from either (i) the date of completion of the Services, as indicated by the provision of the final Deliverable or, where there are no Deliverables, the day on which the Services are completed or (ii) such earlier date as prescribed by law.

6.6 Except as set out in these Conditions, all warranties, conditions and other terms whether express or implied by statute, or common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

7 Fees & Payment

7.1 In consideration of the provision of the Services by Supplier, the Client shall pay the Fees.

7.2 When consultancy services are included in the Quotation, the Fees for such consultancy services shall cover all the consultants’ time spent on the Contract, whether at the premises of the Client or elsewhere, including travelling. Unless otherwise stated in the Quotation or agreed in writing with the Client, disbursements and out-of-pocket expenses will be charged at cost plus a 10% handling charge.

7.3 Unless otherwise stated in the Quotation or agreed in writing, Supplier reserves the right to review the Fees and its standard fees and charges annually from the date of the Contract as determined in accordance with Condition 2.2.

7.4 Any credit offered to the Client is subject to completion of a credit assessment to Supplier’s satisfaction (in its sole discretion). The Client shall permit Supplier to undertake a credit assessment following acceptance of the Quotation and periodically thereafter. Supplier shall be entitled to withdraw or amend the credit offered at any time based on its credit assessment and where credit is declined, the Client shall pay the fees in advance of the Services.

7.5 The Client shall be responsible for paying all the relevant taxes, including VAT or equivalent where applicable. Any amount expressed as payable to Supplier under the Contract is exclusive of VAT, unless stated otherwise. Where payments are made by credit card a card transaction fee of up to 2.50% will be added to any sums due. Supplier is unable to show the transaction fee on invoices due to accounting practices applicable to the billing method used by credit card operators.

7.6 Unless the Quotation specifies otherwise or following a credit assessment payment is required in advance, the Fees shall be payable in instalments which shall be invoiced monthly in arrears. Each instalment shall be calculated by Supplier, acting reasonably, by reference to the Services completed during the previous month and shall not be conditional on any Client milestone or receipt by the Client of any Deliverable.

7.7 The invoice shall specify the Fees due on the Payment Due Date and the basis on which such Fees are calculated. The “Payment Due Date” is the date of issue of the invoice and will be the tax point date. The invoice will constitute the “Payee Notice” (Supplier being the “Payee”) and the Fees specified in the invoice shall be the “Notified Sum”. The final date for payment (“Final Payment Date”) will be 28 calendar days after the Payment Due Date.

7.8 The Client shall pay the Notified Sum on or before the Final Payment Date unless, not less than 14 days before the Final Payment Date, the Client gives notice to Supplier of its intention to pay less than the Notified Sum (“Pay Less Notice”). A Pay Less Notice must specify the Fees that the Client considers to be due on the date the Pay Less Notice is served and the basis on which that sum is calculated.

7.9 If the Client fails to pay any invoice in full by the Final Payment Date and fails to give a Pay Less Notice in accordance with Condition 7.8: (a) interest shall be added to the unpaid amount from the Final Payment Date until the actual date of payment, which will be calculated on a daily basis at the annual rate of 12% over the annual base rate of the Bank of England or at the statutory interest rate, whichever is the greater. Compensation for late payment of each debt will also be due in accordance with the Late Payment of Commercial Debts Regulations 2013; and (b) Supplier may, without prejudice to any other right or remedy, suspend performance of all or part of the Services by giving not less than seven days’ notice to the Client of its intention to do so and stating the ground(s) on which it intends to suspend performance (“Notice of Suspension”). Performance shall be resumed when the Notified Sum (together with any interest and compensation payable thereon) has been received. Supplier shall be entitled to claim payment of its reasonable costs and expenses in connection with the suspension of the Services. Supplier shall not be liable for any loss or damage, delay or disruption, however suffered, as a result of the suspension of the Services in accordance with this Condition. Supplier shall be entitled to claim payment of its reasonable costs and expenses in accordance with Section 112(3A) of the Housing Grants, Construction and Regeneration Act 1996 (as amended by the Local Democracy, Economic Development and Construction Act 2009) and the provisions of Section 112(4) of that Act shall apply to any relevant time limits for the performance of the Services.

7.10 The Client shall not be entitled to exercise any set-off, lien, restriction, condition or any other similar right or claim.

8 Material default and termination

8.1 The Client may notify Supplier of a material breach at any time during the Services. Supplier shall, within 30 days of receiving written notification, investigate the complaint, determine if a material default has occurred and agree any remedy with the Client.

8.2 Supplier may, without incurring any liability and without prejudice to any of its rights under common law, terminate the Contract and/or suspend performance of the Contract by notice in writing to the Client if: (a) the Client commits a material breach of the Contract and, if such breach is remediable, fails to remedy that breach within seven days of written notification by Supplier;

(b) the Client fails to pay any sums due to Supplier in accordance with the Contract or any other contract with Supplier or any member of Supplier’s Group and remains in default not less than 28 calendar days after being notified in writing to make such payment or is otherwise in material breach of contract;

(c) the Client is affected, or in the reasonable opinion of Supplier is likely to be affected, by one or more of the following events: (i) the Client ceases or threatens to cease to carry on business or suspends all or substantially all of its operations or payment of its debts or becomes unable to pay its debts;

(ii) an administrator, administrative receiver, receiver or manager, liquidator, provisional liquidator or similar officer is appointed in respect of the whole or any part of the Client’s assets or an administration order is presented in respect of the Client and/or a winding up petition is presented in respect of the Client;

(iii) an application for an interim order under is made or any distress, execution or other legal process is levied on the Client’s property or assets;

(iv) the Client shall make or offer to make any arrangements or composition with its creditors;

(v) the Client’s financial position or its credit rating deteriorates to such an extent that in Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(vi) if the Client suffers any event similar to Conditions 8.2(c)(i) to (iv) in any other jurisdiction; or

(vii) there is a change of Control of the Client. Where “control” is defined as the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity, or the right to vote for or appoint a majority of the board of directors or other governing body of such entity.

8.3 In the event of Supplier exercising its rights under Condition 8.2 or upon termination of the Contract howsoever arising, the Fees for all Services performed up to the date of termination shall become immediately due. The Client shall pay compensation for the recovery of costs for the demobilisation, reassignment of personnel and equipment, and any associated loss of profit.

8.4 On termination of the Contract for any reason, the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

8.5 If Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”): without limiting or affecting any other right or remedy available to it, Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Supplier’s performance of any of its obligations;

(b) Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Supplier’s failure or delay to perform any of its obligations as set out in these Conditions; and

(c) the Client shall reimburse Supplier on written demand for any costs or losses sustained or incurred by Supplier arising directly or indirectly from the Client Default.

9 Dispute resolution

9.1 Subject to either party’s right to adjudicate a dispute at any time, the parties shall use their reasonable endeavours to resolve any dispute arising out of or in connection with the Contract or its subject matter through negotiation or mediation, and the dispute shall first be referred to the divisional director of each party who will use all reasonable efforts to resolve the dispute within 14 days. If the dispute is not resolved, it shall then to referred to the managing director of each party who will attempt to resolve the dispute within 28 days of the dispute being referred to them.

9.2 If the managing directors of the parties are for any reason unable to resolve the dispute within 28 days of it being referred to them, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

9.3 Either party may, by giving to the other a Notice of Adjudication, refer a dispute to adjudication at any time under Part 1 of the Scheme, and such Part 1 shall take effect as if it were incorporated into this Condition. The adjudicator shall be a member of the Construction Industry Council (“CIC”) selected by the parties or, if they are unable to agree within 7 days of the Notice of Adjudication or their selected person is unable or unwilling to act, then by nomination by the Chairman of the CIC. The Adjudication will follow the CIC’s latest model adjudication procedure.

10 Sub-contracting

10.1 Supplier shall be entitled to subcontract any part of the Services to another consultant, adviser or contractor (the subcontractor). Supplier shall remain responsible for the performance of any Services performed by the subcontractor.

11 Confidentiality and data protection

11.1 The details of the Quotation and any supporting information shall remain confidential and not be shared with any third party unless legally required to do so. During the Services, Supplier shall not publish any articles, photographs or other illustrations relating to the project without the written agreement of the Client. The Client shall not use the name or logo of Supplier or of any of the Supplier Group companies, nor shall the Client disclose Supplier’s involvement in the Services to any third party without the prior written consent of Supplier.

11.2 All information provided to Supplier by the Client that is clearly marked as confidential and not already in the public domain will remain confidential unless Supplier is legally required to disclose it or the Client authorises its release in writing to specifically named parties in conjunction with assignments, collateral warranties or requirements of a regulatory body.

11.3 Unless otherwise agreed in writing Supplier may correspond by the internet, email or other electronic media. In such cases Supplier shall take reasonable steps to safeguard the security of the information transmitted but shall not accept liability for its security and confidentiality beyond these reasonable steps.

11.4 Both parties shall comply with all applicable requirements of the data protection and privacy legislation and regulatory requirements in force from time to time in the UK including the General Data Protection Regulations ((EU) 2016/679) and the Data Protection Act 2018.

12 Intellectual Property

12.1 All Intellectual Property Rights in or arising out of or in connection with the Services including in any Deliverable (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Supplier.

12.2 In consideration of the Fees, Supplier grants to the Client a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use and copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.

12.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Condition 12.2.

12.4 The Client grants Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Supplier for the term of the Contract for the purpose of providing the Services and any Deliverables to the Client.

12.5 Supplier accepts no liability for claims from third parties to whom the Client has made known Deliverable contents. The Client shall fully indemnify Supplier in respect of any such claims arising from such third parties.

12.6 Supplier shall not be liable for any use of a Deliverable for any purpose other than that for which it was provided.

13 Assignment and third parties

13.1 The Client shall not, without the prior written consent of Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

Unless specified in the Quotation, Supplier shall not be obliged to assign the benefit of the Contract whether by collateral warranty, letter of reliance or otherwise and, if Supplier agrees to any assignment of the benefit of the Contract, in whatever form, Supplier shall be entitled to charge an additional fee for such assignment or to administer any change of Client details.

13.3 Benefits to third parties through collateral warranties or letters of reliance shall not be provided unless a fee for each warranty or letter is agreed in the Quotation. The form of wording used in the warranty or letter shall be provided by Supplier for agreement by the Client. Any reasonable changes to the form of wording will be implemented by mutual agreement, however the terms in the warranty or letter cannot offer the third party any greater benefit than the Quotation offers to the Client.

13.4 Subject to Condition 13.3, nothing in the Contract confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

14 Force Majeure

14.1 Supplier shall not be in breach of contract or liable to the Client if the provision of the Services is delayed or prevented by force majeure, meaning any one or more circumstance beyond the control of Supplier, including, but not limited to: (a) a failure of the Client to provide facilities, access or information; acts or omissions of the Client or the Client’s other suppliers or contractors;

(b) fire, flood, storm, explosion, earthquake, loss at sea, natural disaster or extreme weather conditions;

(c) unavailability or difficulty in obtaining of labour, materials or services or breakdown of plant or machinery;

(d) acts of God; disease, pandemic or epidemic or similar event; terrorism, riot or civil commotion or war or threat thereof; nuclear, chemical or biological contamination; malicious damage or sabotage;

(e) accident, strikes or labour disputes or industrial action; act or regulations of any government or other agency; import or export regulations or embargoes, failure of or reduction in a utility service, communications network, or transport network; or the presence of unusually high levels of ionising radiation or radioactive substances.

14.2 If force majeure continues for more than 90 days, either Supplier or the Client may terminate the Services by notice to the other. Supplier shall be entitled to charge the Client for Services done prior to the force majeure on the basis provided in the Contract. Services performed and all reasonable and proper fees and disbursements accruing during the force majeure event shall be charged at the standard rates for Supplier, unless agreed otherwise in writing.

15 Supplier personnel

15.1 The Client agrees not to solicit, either directly or indirectly (including by way of head hunter, employment agency, press advertisement or through related companies), any employee of Supplier for the purpose of offering them full-time, part-time, temporary or contract employment of any kind. In the event the Client offers employment to any member of staff at Supplier and that employee chooses to leave Supplier because of the offer received, the Client agrees to pay to Supplier a sum which is the greater of £50,000 or 20% of the total employment cost of that member of staff. This condition shall remain in full force both during and for a period of six months after the end of the most recent contract with the Client and applies to all Supplier staff whether involved in contracts with the Client or not. Upon receipt of the employee’s resignation, Supplier shall issue an invoice to the Client and that invoice shall be due and payable upon receipt.

16 General

16.1 Any notice to be given under the Contract must be in writing and shall be delivered by hand or sent by pre-paid first class (or airmail) post or recorded delivery post to the business address of the party, as stated in the Contract or as otherwise last notified in writing by the other party. A notice delivered by hand is deemed to have been received when delivered (or if delivery is not in business hours, 9.00 am on the first business day following delivery). A notice sent by post will be deemed to have been received on the next business day following that on which the notice was posted to an address in the United Kingdom and after five days in the case of an overseas letter sent by air mail.

16.2 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition 16.2 shall not affect the validity and enforceability of the rest of the Contract.

16.3 No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

16.4 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements, whether written or oral, between the parties relating to its subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) that is not set out in this Contract.

16.5 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

16.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitment for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 16.7 The Contract and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.

16.8 The parties irrevocably agree that the English Courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it or its subject matter of formation.