Interpretation

 

These terms and conditions, along with the Quotation form the contract (the contract) between:

 

• you, the customer; and

• us, Nodal Ltd. Registered office: 4 Rubislaw Terrace, Aberdeen AB10 1XE.

 

This document sets out the terms and conditions under which we provide Consultancy Services to you. It is an important document and you should keep it in a safe place. It comprises the following sections:

 

• Definitions

• Our responsibilities

• Your responsibilities

• General provisions

 

If there is any conflict between the Quotation and any other provision of these terms and conditions, the Quotation will prevail.

 

We only provide services to you on these terms and conditions. These terms will apply to any supply of services by us to you (even if you subsequently send us your terms and conditions) unless we otherwise agree in writing.

 

Please read these terms and conditions carefully to ensure your requirements are met.

 

Definitions

 

The following words and terms have the meanings shown wherever they appear in the Contract.

 

Consultancy Services means the services that we provide to you, which include:

 

• structural engineering and design services or any other services we agree with you in the Quotation or as we otherwise agree with you in writing; and

• providing you with deliverables on the basis set out in the Quotation.

 

Fee means our fees and expenses for performing the Consultancy Services, plus any applicable taxes, which are payable and may be adjusted under clause 7.

 

Quotation means the quotation issued by us to you setting out, amongst other things, the Fee for the Consultancy Services and the scope of the Consultancy Services.

 

Deliverable means a work produced by the Consultancy in the course of Services for delivery to the Client.

 

 

Our Responsibilities

 

1.     Consultancy Services

 

We will:

 

• perform the Consultancy Services with all due care in a safe manner;

• ensure the Deliverables comply with applicable industry practice / codes  standards / legislation; and

• provide you with a dedicated consultant or other business contact to co-ordinate all activities relating to the Contract.

 

2.     Scope of Consultancy Services

 

The scope of our Consultancy Services is limited to the scope set out in the Quotation or as otherwise agreed in writing with you. We have no responsibility to provide Consultancy Services in respect of any matter outside the scope of such agreement unless otherwise agreed in writing with you.

 

3.     Working Hours

 

We shall carry out the Consultancy Services during standard working hours (08.00 - 17.00), Monday to Friday excluding public holidays. We may charge you in addition a Fee for any work we carry out outside these hours provided you agree to that in advance.

 

4.     Timing

 

We will carry out the Consultancy Services in accordance with the intervals and timing we agree between us in writing provided that you have complied with clause 5.

 

 

Your Responsibilities

 

5.     Preparation

 

To enable completion of the Consultancy Services you must:

 

• agree with us the period during which the agreed services, will be carried out;

• at your expense, provide safe access to any relevant property and equipment owned or leased by you and provide any staff we need to enable us to perform the Consultancy Services;

• provide any information, facilities, help, or documentation our representatives require to enable us to perform the Consultancy Services; and

• if not readily available to us, or if you have not already provided to us, then provide details of applicable codes and/or standards in accordance with which the Consultancy Services will be carried out together with all relevant information to enable the services to be satisfactorily performed in accordance with those codes and/or standards.

 

6.     Health and Safety

 

You have responsibilities under the Health and Safety at Work Act 1974 and the Management of Health and Safety at Work Regulations 1999 to provide a safe working environment for our representatives on your site(s). You must notify our representatives of any site-specific hazards together with the measures you propose to control the risks posed by those hazards prior to us carrying out any Consultancy Services on your site(s).

 

7.     Payment of Fee

 

7.1. You must pay the Fee in accordance with the Quotation or as otherwise agreed between you and us in writing.

 

7.2. The Fee is specified in, or is calculated in accordance with, the Quotation or is calculated in accordance with such other mechanism we agree with you in writing. The Fee may be adjusted upon completion of the Consultancy Services to take account of any changes you make, with our agreement, to the scope of the Consultancy Services. Where a significant change is made to the scope of the Consultancy Services an interim adjustment during the provision of the Consultancy Services may be agreed. Any adjustment will take into account any Consultancy Services we have already carried out.

 

7.3. You must pay the Fee in the currency specified in the Quotation within a period of thirty days from the date of the invoice, unless we agree otherwise in writing. We reserve the right to charge penalties and interest on late payments at a rate of 8.0% above the prevailing Bank of England base rate and/or suspend work on contracts for the customer. The customer shall indemnify us against any costs arising as a result of such suspension.

 

7.4. The Fee is based on the information you have provided to us at the inception of the Contract. If anything changes which would result in us incurring additional costs or disbursements in performing the Consultancy Services, we will charge you for those additional costs and disbursements in addition to the Fee.

 

7.5   In spite of delivery having been made, all deliverables and intellectual property rights supplied under or arising from the Contract shall remain the property of us until full payment of all monies (including VAT) due has been made.

 

7.6   The customer will pay all monies due in full without any discount, deductions set off or abatement on any grounds.

 

 

General Provisions

 

8.     Termination of Contract

 

8.1. Either party may end the Contract by giving the other party 30 days’ written notice (unless otherwise agreed in writing).

 

8.2. When the Contract ends, you must (if you have not already done so) pay the Fee for all the Consultancy Services we have provided (plus any taxes and our costs and disbursements incurred pursuant to clause 7.4).

 

8.3. Either party may end the Contract immediately by giving written notice to the other party if the other party:

 

• has not met any of its responsibilities under the Contract and has not put the matter right within 30 days of receiving written notice of the problem; or

• goes into liquidation (whether voluntary or compulsory) or has a receiver, administrator or administrative receiver appointed over all or part of its assets.

 

8.4. Either party may end the Contract immediately pursuant to clause 9.

 

9.     Force Majeure

 

We will not be liable for any delay or the consequences of any delay in the provision of the Consultancy Services if such delay is due to matters outside our control. We will be entitled to a reasonable period of time to perform the Consultancy Services in such circumstances. If such delay extends beyond twenty working days the Contract may be terminated forthwith by either party upon giving written notice to the other party.

 

10.   Jurisdiction and Choice of Law

 

These terms are governed by the laws of Scotland, whose courts shall have sole jurisdiction in relation to all matters arising.

 

11.   Confidentiality

 

Unless we have agreed with you otherwise in writing, we will each keep confidential the terms of the Consultancy Services and all information gained about the other party in connection with the Contract. Neither party may use information about the other for any purpose other than to meet your or our responsibilities under the Contract unless otherwise required by law.

 

12.   Copyright / Intellectual Property Rights

 

Subject to any obligation of confidentiality agreed between the parties and to any rights of third parties, the Customer shall be granted a royalty-free license to use the results of the work to the extent necessary to have the benefits of the services supplied. All rights and title in inventions, methods, and knowhow and the copyright in all such material shall remain the property of us.

 

13.   Limitation of our Liability

                   

13.1. This clause 13 sets out our financial liability to you (including any liability for the actions or failings of our officers, employees, agents and subcontractors) if:

 

• we break any material term of the Contract;

• we are negligent in any statement or action we make in connection with the Contract; or

• we are found to be liable in any other way in connection with the Contract.

 

13.2. Nothing in these terms limits or removes our liability for death or personal injury caused by our negligence or fraudulent statements.

 

13.3. If we are liable to you for any reason in     connection with the Contract, that liability will be limited in the aggregate to the lower of:

 

• £50,000; or

• 1 x the Fee.

 

13.4. We will not be liable to you for:

 

13.4.1. any loss of profit ;

 

13.4.2. loss of revenue, loss of goodwill, loss of opportunity or loss of business, suffered in connection with the Contract; or

 

13.4.3. any indirect or consequential loss or damage (however incurred)

                                       

13.5. This clause 13 shall survive termination of the Contract.

 

14.   Indemnity

 

You shall indemnify and keep us indemnified in respect of any proceeding, action or claim of any nature whatsoever made or brought against us and all loss, damages, costs and expenses suffered or incurred by us as a result of any third party claim including, but not limited to, a claim by our employee(s) or your employee(s) arising out of your negligence or that of your employees, agents or subcontractors or your failure to comply with your obligations under the Contract.

 

15.   Deductions from our Fee

 

You must make payments you owe us under the Contract without taking off or holding back any amount to reflect a refund we owe you or any responsibility that you believe we have not met (whether under the Contract or any policy of insurance in which we have any interest).

 

16.   Not Exercising Rights

 

Failure or delay by a party to exercise any of its rights under the Contract will not preclude that party from exercising that right in the future.

 

17.   Illegal or Unenforceable Terms

 

17.1. If any court or other authority finds that any term (including any sub-clause or part thereof) of the Contract is illegal or cannot be enforced, that will not affect the other terms of the Contract which shall remain in force.

 

17.2. If a term is found to be illegal or cannot be enforced, we shall agree with you a substitute term that achieves (as far as possible) the aim of the term that is illegal or cannot be enforced.

 

18.   Our Relationship

 

Nothing in the Contract creates a partnership or joint venture between you and us.

 

19.   Notices

 

Any notice that has to be given in connection with the Contract must be in writing and either be delivered by hand or sent by post to the relevant party’s address set out in the Quotation, or any other subsequent address reported to the other party.

 

20.   Subcontracting      

 

We may under some circumstances appoint an appropriately qualified and competent subcontractor to perform the Consultancy Services. We will remain responsible for the acts or omissions of any subcontractor retained to complete the Consultancy Services. If you require this provision to be altered or deleted you may agree this with us and the remaining provisions will remain in force. This provision will only be deemed altered or deleted if we have agreed this in writing before entering into the Contract.

 

21.   Changing this Document

 

The Contract can only be changed if both parties agree to the changes in writing.

 

22.   Complaints

 

We aim to provide you with a first class service. If we have not delivered the service you expect, or you are concerned with the service provided, we would like to put things right. We will fully investigate your complaint, keep you informed, do everything possible to resolve your complaint and use this information to continually improve our service. If you have any concerns these should be raised in the first instance with your usual business contact.

 

23.   Entire Agreement

 

The Contract forms the parties’ entire understanding of the Consultancy Services and the arrangement between us. It replaces all previous agreements, understandings and representations about the Consultancy Services.