Elwood Environmental Ltd: Terms of Business (England and Wales)
1. Introduction
1.1 These Terms of Business apply to the provision of environmental consulting and remediation services ("Services") by Elwood Environmental Ltd ("we", "us", "our") to you, the client ("you", "your").
1.2 These Terms of Business and our proposal, cost estimate, or confirmation email (the "Proposal or Cost Estimate") together form the contract between us (the "Contract"). No other terms shall apply unless agreed in writing.
1.3 No amendment to the Contract shall be effective unless agreed in writing by both parties.
1.4 The Services are provided for your benefit only. No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
1.5 We do not tolerate bribery or corruption. Either party may terminate the Contract immediately if the other party commits an offence under the Bribery Act 2010 or similar applicable laws.
1.6 We aim to avoid conflicts of interest and will inform you promptly if one arises.
2. Our General Obligations
2.1 We will perform the Services with the skill, care, and diligence expected of a professional experienced in providing such services.
2.2 We will liaise with you and your appointed advisers and contractors and are entitled to rely on information provided by them.
2.3 We will inform you of the individuals acting on our behalf. Where reasonably possible, we will seek your approval before replacing key personnel.
2.4 We maintain Professional Indemnity Insurance and Public Liability Insurance appropriate for the nature of our Services.
3. Your General Obligations
3.1 You will provide us with all necessary information, instructions, and access to personnel, premises, and relevant documentation in a timely manner.
3.2 You are responsible for decisions based on our advice and for compliance with applicable regulations, including your duties under health and safety laws, such as the Construction (Design and Management) Regulations.
3.3 You agree not to solicit or employ any of our employees involved in the Services during the Contract and for six months after its end without our prior written consent.
4. Subcontractors
4.1 We may appoint subcontractors, consultants, or third parties ("Subcontractors") to perform parts of the Services.
4.2 We remain responsible for the performance of the Services by any Subcontractors as if performed by us directly.
4.3 All Subcontractors shall be required to comply with confidentiality obligations and service standards consistent with those in this Contract.
5. Additional Services
5.1 If changes to the Project or circumstances beyond our control require services beyond the agreed scope ("Additional Services"), we will agree a fee adjustment with you in writing. In the absence of agreement, our standard hourly rates shall apply.
6. Fees and Payment
6.1 Fees are as set out in our Proposal, Cost Estimate, or other written agreement. Where a fee schedule or rate card has been previously agreed in writing between us, those rates will apply unless otherwise stated.
6.2 We will issue invoices monthly (unless otherwise agreed). Invoices are payable within 28 days of the invoice date.
6.3 Expenses properly incurred in connection with the Services will be charged at cost, subject to your prior approval for any single item exceeding £500.
6.4 All fees and expenses are exclusive of VAT.
6.5 If you intend to pay less than the invoiced amount, you must notify us at least seven days before the final payment date.
6.6 We reserve the right to charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Liability
7.1 Our maximum aggregate liability for all claims arising out of the Contract is limited to the lower of £1,000,000 or ten times the fees payable under the Contract.
7.2 We are not liable for indirect or consequential losses, including loss of profits, revenue, business opportunity, goodwill, or anticipated savings.
7.3 You agree that our liability shall be fair and proportionate, considering the contributions of others involved in the Project.
7.4 Claims must be brought within six years from the date of the act or omission giving rise to the claim.
7.5 Nothing in these Terms limits liability for death or personal injury caused by negligence or other liability that cannot be limited by law.
7.6 We provide professional advice based on information available at the time. We do not guarantee that particular outcomes will be achieved.
8. Intellectual Property
8.1 We retain ownership of all intellectual property rights in reports, drawings, specifications, and other deliverables produced as part of the Services.
8.2 Upon full payment, you are granted a non-exclusive, non-transferable, royalty-free licence to use such deliverables solely for the purposes of the Project.
9. Confidentiality
9.1 Each party agrees to keep confidential all information relating to the Services, the Project, or each other's business, except where disclosure is required by law.
10. Force Majeure
10.1 We are not liable for any failure to perform the Services caused by events beyond our reasonable control, including natural disasters, civil disorder, terrorism, or industrial disputes.
10.2 If a Force Majeure event prevents us from performing our obligations for more than six months, either party may terminate the Contract.
11. Data Protection
11.1 We will process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Notice (available separately) governs how we handle personal data.
12. Termination
12.1 Either party may terminate the Contract by giving 14 days' written notice if the other materially breaches its obligations and fails to remedy the breach within that time.
12.2 Either party may terminate immediately if the other becomes insolvent, ceases trading, or suffers an event of insolvency.
12.3 On termination, you must pay us for all Services provided and expenses incurred up to the date of termination.
13. Assignment
13.1 Neither party may assign its rights or obligations under the Contract without the prior written consent of the other.
14. Governing Law and Jurisdiction
14.1 The Contract is governed by and shall be construed in accordance with the law of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
Elwood Environmental Ltd: Terms of Business (England and Wales)
1. Introduction
1.1 These Terms of Business apply to the provision of environmental consulting and remediation services ("Services") by Elwood Environmental Ltd ("we", "us", "our") to you, the client ("you", "your").
1.2 These Terms of Business and our proposal, cost estimate, or confirmation email (the "Proposal or Cost Estimate") together form the contract between us (the "Contract"). No other terms shall apply unless agreed in writing.
1.3 No amendment to the Contract shall be effective unless agreed in writing by both parties.
1.4 The Services are provided for your benefit only. No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
1.5 We do not tolerate bribery or corruption. Either party may terminate the Contract immediately if the other party commits an offence under the Bribery Act 2010 or similar applicable laws.
1.6 We aim to avoid conflicts of interest and will inform you promptly if one arises.
2. Our General Obligations
2.1 We will perform the Services with the skill, care, and diligence expected of a professional experienced in providing such services.
2.2 We will liaise with you and your appointed advisers and contractors and are entitled to rely on information provided by them.
2.3 We will inform you of the individuals acting on our behalf. Where reasonably possible, we will seek your approval before replacing key personnel.
2.4 We maintain Professional Indemnity Insurance and Public Liability Insurance appropriate for the nature of our Services.
3. Your General Obligations
3.1 You will provide us with all necessary information, instructions, and access to personnel, premises, and relevant documentation in a timely manner.
3.2 You are responsible for decisions based on our advice and for compliance with applicable regulations, including your duties under health and safety laws, such as the Construction (Design and Management) Regulations.
3.3 You agree not to solicit or employ any of our employees involved in the Services during the Contract and for six months after its end without our prior written consent.
4. Subcontractors
4.1 We may appoint subcontractors, consultants, or third parties ("Subcontractors") to perform parts of the Services.
4.2 We remain responsible for the performance of the Services by any Subcontractors as if performed by us directly.
4.3 All Subcontractors shall be required to comply with confidentiality obligations and service standards consistent with those in this Contract.
5. Additional Services
5.1 If changes to the Project or circumstances beyond our control require services beyond the agreed scope ("Additional Services"), we will agree a fee adjustment with you in writing. In the absence of agreement, our standard hourly rates shall apply.
6. Fees and Payment
6.1 Fees are as set out in our Proposal, Cost Estimate, or other written agreement. Where a fee schedule or rate card has been previously agreed in writing between us, those rates will apply unless otherwise stated.
6.2 We will issue invoices monthly (unless otherwise agreed). Invoices are payable within 28 days of the invoice date.
6.3 Expenses properly incurred in connection with the Services will be charged at cost, subject to your prior approval for any single item exceeding £500.
6.4 All fees and expenses are exclusive of VAT.
6.5 If you intend to pay less than the invoiced amount, you must notify us at least seven days before the final payment date.
6.6 We reserve the right to charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Liability
7.1 Our maximum aggregate liability for all claims arising out of the Contract is limited to the lower of £1,000,000 or ten times the fees payable under the Contract.
7.2 We are not liable for indirect or consequential losses, including loss of profits, revenue, business opportunity, goodwill, or anticipated savings.
7.3 You agree that our liability shall be fair and proportionate, considering the contributions of others involved in the Project.
7.4 Claims must be brought within six years from the date of the act or omission giving rise to the claim.
7.5 Nothing in these Terms limits liability for death or personal injury caused by negligence or other liability that cannot be limited by law.
7.6 We provide professional advice based on information available at the time. We do not guarantee that particular outcomes will be achieved.
8. Intellectual Property
8.1 We retain ownership of all intellectual property rights in reports, drawings, specifications, and other deliverables produced as part of the Services.
8.2 Upon full payment, you are granted a non-exclusive, non-transferable, royalty-free licence to use such deliverables solely for the purposes of the Project.
9. Confidentiality
9.1 Each party agrees to keep confidential all information relating to the Services, the Project, or each other's business, except where disclosure is required by law.
10. Force Majeure
10.1 We are not liable for any failure to perform the Services caused by events beyond our reasonable control, including natural disasters, civil disorder, terrorism, or industrial disputes.
10.2 If a Force Majeure event prevents us from performing our obligations for more than six months, either party may terminate the Contract.
11. Data Protection
11.1 We will process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Notice (available separately) governs how we handle personal data.
12. Termination
12.1 Either party may terminate the Contract by giving 14 days' written notice if the other materially breaches its obligations and fails to remedy the breach within that time.
12.2 Either party may terminate immediately if the other becomes insolvent, ceases trading, or suffers an event of insolvency.
12.3 On termination, you must pay us for all Services provided and expenses incurred up to the date of termination.
13. Assignment
13.1 Neither party may assign its rights or obligations under the Contract without the prior written consent of the other.
14. Governing Law and Jurisdiction
14.1 The Contract is governed by and shall be construed in accordance with the law of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
