1.1. These terms and conditions, shall be deemed to comprise the only conditions under which spiers limited (hereinafter referred to as ‘contractor’) offers its services.
1.2 No variation to these terms and conditions will be accepted without explicit written agreement from a person authorised to do so on behalf of the contractor.
Specifically, the restriction or modification of these terms and conditions by inclusion on a purchase order, received by the contractor, of notes or other modifying statements will not be applicable to any work carried out under the scope of this proposal unless accepted in writing explicitly by someone authorised to do so on behalf of the contractor.
2.1 The scope of the work will normally be defined in the tender and shall not be changed without agreement from both parties. No rights or obligations arising between the parties as a result of this contract shall be assigned to any third party without the written agreement of both parties except for sub-contracted work.
2.2. A proposal shall be valid for 3 months from date of creation.
3.1 Spiers Ltd provides a wide range of services including, but not exclusively, regulatory conformance services and engineering safety consultancy. These terms and conditions will apply to all these activities. The tender will carry further information on services agreed.
3.2 Spiers ltd will provide deliverables relating to any service within 10 working days of the final day on site as a part of that service unless agreed otherwise in writing.
4.1. The price of goods and services shall be determined within the costs detailed in the proposal provided by the contractor to the customer.
4.2. The price of the goods and services is exclusive of value added tax which shall be charged at the rate prevailing at the relevant tax point.
4.3. If both customer and contractor agree to vary the scope of work in writing then the contractor shall be free to make reasonable adjustments to the price to take account of those changes.
4.4. All work is tendered for on the assumption that work shall be carried out during normal working hours unless otherwise agreed in writing. Normal working hours are considered to be 8.30am and 5.00pm on business days (i.e. Monday – Friday).
4.5. Where work is required outside of the hours stated in clause 4.4 then the contractor may charge additional costs at an overtime rate.
4.6. All prices are exclusive of mileage and expenses unless stated otherwise on the tender.
5.1. The payment for work completed, either finished or part invoiced, shall be within 30 days of invoicing.
5.1.1. Payment will be made by BACs or by card. Payment by cheque is not permitted unless approved by a Spiers Ltd Director in writing. All payments by cheque are subject to a £50 administration fee.
5.2. Work will be invoiced upon completion of either site work or sending of report, whichever is the earliest.
5.3. Contrary to 5.1. & 5.2. invoices for training and workshops will be issued on registration and must be paid in full prior to attendance.
5.4. Discrete line items within a proposal may be invoiced on completion.
5.5. If work is delayed due to an act or omission by the customer as described in 4.4 then the contractor shall be entitled to invoice for work up to that point and payment terms will be as described in 5.1. This does not affect the rest of the contract.
5.6. If a customer’s credit balance with the contractor exceeds £5,000 then the contractor reserves the right to enforce stage payments.
5.7. Where the customer fails to pay any amount under this contract within 30 days of invoicing then without prejudice to the contractor’s other rights and remedies the contractor reserves the right to charge interest as defined by the ‘late payment of commercial debts (interest) act 1998’.
5.8. In the case of 5.4 this interest as well as all the creditor’s reasonable costs and expenses of recovering the late payment and interest shall be paid by the customer on demand made by the contractor.
5.9. If payment is not received in full within 30 days of invoicing then the contractor reserves the right to withhold all services, without prejudice to the contractor’s rights and remedies. All reports, correspondence and certificates (or the content of them) will remain the property of the contractor until the contract has been paid in full or a suitable resolution has been made. The contractor reserves the right to recall all reports, correspondence and certificates, including the content of them) where a resolution is not agreed.
5.10. The customer shall not withhold any fees due to the contractor for any reason nor set off against any other liability.
6.1. Delivery and collection of goods is ex work unless agreed otherwise. this means that the customer carries the cost and risks associated with delivery and collection of their property to and from the contractor premises.
6.2. if upon the completion of work the customer does not remove their property within 7 days of the date of notification then the contractor will arrange for delivery of the customer’s property at the customer’s expense plus 50% of the cost of returning the property as a handling charge. This handling charge is subject to a £50 minimum charge per item.
6.3. If the contractor recalls a certificate or report then the customer shall return all certificates and reports when requested to do so and within a time that is reasonably practicable. If the customer has referred to the contractor in any associated publicity material then this reference shall be removed within a time that is reasonably practicable.
7.1. A contract between the contractor and the customer will not be formed until the contractor acknowledges and accepts the order in writing or email.
8.1. All times quoted for completion is a best estimate and are subject to review during the completion of work.
8.2. The engagement between customer and contractor is not time limited and delay from the contractor for operational reasons resulting in the customer cancellation of work prior to commencement will be subject to clause 10.1. Cancellation of work after commencement will be subject to clause 10.2.
9.1. Time for this contract shall not begin until both all information is received from the customer that is required in order to complete the work and a written order for the work is received that agrees with the tender is received.
9.2. In the event of force majeure (industrial dispute or action) or any events beyond the contractors reasonable control, the contractor shall have no liability for delay or non-performance and the full amount for works agreed under tender shall be payable to the contractor. Where these events prolong the job the contractor reserves the right to adjust the price in proportion to the delay and any further costs incurred.
9.3. Where the customer suffers material loss as a direct result of a delay from the contractor then the customers sole remedy shall be to give notice and reasonable time to complete the work and where the contractor fails to complete within the reasonable time, terminate the contract.
10.1. Where the customer cancels work or creates a delay on work agreed on a schedule the contractor reserves the right to make a cancellation charge. The cancellation charges will be applied as follows:
|% of Contract Payable on cancellation or delay of start of the date the agreed programme is due to commence (based on the service type)|
|Working days notice provided||Training purchased by seat||Training Course (not purchased by seat)||Inspection, consulting and other site based work|
10.2. Where reasonable expenses have been incurred prior to cancellation or delay these shall be chargeable in full.
10.3. Once work has commenced, if the customer has to suspend or delay or cancel work due to their equipment or other reasons not under the contractors reasonable control then the contractor reserves the right to make a charge up to the amounts shown below:
|RESOURCE IDLE TIME AS A % OF TOTAL TIME||CHARGE TO CUSTOMER AS A % OF CONTRACT|
|20%-40%||10% OF CONTRACT PAYABLE|
|40.1% TO 70%||20% OF CONTRACT PAYABLE|
|70.1% TO 100%||40% OF CONTRACT PAYABLE|
11.1. The contractor shall indemnify the customer for all losses arising in respect of direct damage to the customer’s property by the negligence of its employees under the terms of this agreement.
11.2. The customer shall indemnify the contractor for all losses arising in respect of direct damage to the contractor’s property as a result of negligence by the customer’s employees or as a result of a breach of the customer’s obligations to the contractor.
11.3. Except as expressly stated in these terms & conditions, in no event will either party be liable to the other party for any loss of or damage to profits, revenue, business goodwill or third party claims or loss of contracts arising out of or in connection with the work carried out (whether arising for breach of contract or by way of indemnity, tort, including but not limited to negligence) and each party specifically acknowledges that any such liability is hereby expressly excluded.
11.4. The total liability of the contractor under or in connection with this agreement (whether arising for breach of contract or by way of indemnity, tort, including but not limited to negligence) shall not exceed the greater of the value of the contract or £25,000. October 2009
The contractor shall not be liable for any claims, consequential damages or actions suffered by the customer or any third party and the customer hereby agrees to indemnify the contractor against such liabilities should these claims, consequential damages or actions suffered by the customer come about through use of reports, certificates and recommendations made by the contractor which are based on the contractors knowledge at the time and the information supplied by the customer to the contractor.
The rights either under letters patent, registered design, copyright or otherwise to any inventions, designs, drawings or information produced or acquired in the performance of this contract shall vest in and shall remain the property of the contractor.
14.1. The contractor agrees to keep confidential all matters relating to this contract.
14.2. The rights to the information wholly or partially owned by the contractor shall not be affected by the contract and shall remain with the contractor and not the customer. all information related to this contract shall be treated at confidential unless otherwise agreed between the customer and the contactor.
14.3. The above shall not apply to information required by a court of law or which is:
a) Known to the receiving party at the start of contract negotiations.
b) In or comes into the public domain.
c) Is legitimately obtained from a third party.
d) Is divulged to a regulatory or accreditation authority as they may require in pursuance of their statutory duties.
If the customer breaks any of the provisions of this contract then the contractor may, without prejudice to any other claim or remedy, suspend or terminate this or any other contract through written notice and shall be entitled, without prejudice to any other claim or remedy, to payment for the work already completed and any associated costs incurred up to that point and following. In addition, the contractor can request that all certificates & reports issued to the customer during the performance of the contract be returned to the contractor and any opinions given by the contractor during the performance of the contract can be withdrawn at the discretion of the contractor.
The customer and any other related party to the contract agrees that during the period of the agreement and for 12 months after its completion, not directly, nor indirectly to solicit for employment any of the staff of the other parties without prior written consent. Where consent is given then a payment shall be made by the party that the employee is leaving that is equal to the current annual salary of that employee.
All differences between the contractor and the customer arising from the contract shall (except where, by its terms, the contractor’s decision is to be final and binding) be referred to an arbitrator to be appointed, in default of agreement between the parties by the chairman of the federation of small businesses and acting in accordance with the provisions of the arbitration act 1950 as amended or re-enacted.
The contract shall be governed by English law.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
We reserve the right to make minor changes to this agreement from time to time. Where major changes are deemed necessary and these affect a current engagement, you will be made aware of such changes.