Focus Green Limited Terms and Conditions for Professional and Contracting Services
These terms and conditions (“Conditions”) are to be read in conjunction with the Focus Green Limited Proposal.
Definitions and interpretation
1.1 In these Conditions:
“Supplier” means Focus Green Limited;
“Client” means the contracting party, to whom the Proposal 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 Proposal 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, trade marks 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.
“Proposal” means the written proposal 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 proposal, and includes any amendments to the original
proposal 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 Proposal.
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 Proposal, the provisions
of the Proposal shall prevail.
2 Contract
2.1 The Proposal shall be valid for three (3) months from the date of the Proposal (unless otherwise specified
therein).
2.2 The Client’s purchase order or the Client’s acceptance of the Proposal or (if earlier) by Supplier starting
to perform the Services constitutes acceptance by the Client of the Proposal 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 counter-offer 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 Proposal 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 Proposal in all material respects.
3.2 Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal,
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 Proposal.
3.5 Where the Services include services of an exploratory nature or relating to physical ground works, the
Proposal 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 Proposal
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 Proposal, 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 Proposal.
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 Proposal 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 Proposal or in accordance with Condition 4.4, Supplier shall not be required to:
(a) work outside of the business hours of 8:00am 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 Proposal, 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 Proposal 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 Proposal 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 Proposal, 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 Proposal 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 Proposal 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 Proposal 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 Proposal 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”):
(a) 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 Proposal 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,
nontransferable 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.
13.2 Unless specified in the Proposal, 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 Proposal. 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 Proposal 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.
