1. DEFINITIONS 

1.1 For the purposes of this Agreement, the following expressions have the following meanings: 

the “Client” the person, company, authority or other body who instructs the Company to carry out the Services; 

the “Company” means torandco Limited, Company No. 1935454; 

the “Agreement” the covering letter or letter of proposal and these Terms and any annexed schedules; 

the “Services” shall mean the normal consultancy services set out in either the annexed schedules, or written proposal submitted by the Company to the Client as may be modified under clause 2.2; 

the “Project” shall mean the project referred to within the written proposal; 

“Additional Services” any other services requested by the Client, or arising from such circumstances under clause 2.2; 

“Commencement Date” means the date on which the Company commences work on the Project; 

“Terms” means these Standard Terms & Conditions. 

Words in the singular include their equivalent in the plural and vice versa. 

APPLICATION OF TERMS 

These Terms shall: 

(a) apply to and be incorporated into the Agreement; and 

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, trade custom, practice or course of dealing. 

2. COMPANY’S DUTIES 

2.1 The Company will, subject to these Terms, carry out the Services for the Client with all the reasonable skill, care and diligence to be expected from a professional person or firm in the performance of similar services under these Terms and in the same circumstances, in accordance with the relevant standards current at the time. No other warranty or representation, express or implied, is provided or intended to apply to the Services and shall not do so. 

2.2 The Company will endeavour to perform the Services in accordance with the annexed schedules or written proposal. The Company will advise the Client if it becomes necessary to vary the Services as a result of, but not limited to, site conditions, or new information, on the basis that the Client agrees to bear the cost of the Additional Services reasonably undertaken at the Company’s standard rates or such rates as otherwise agreed in writing. 

3. CLIENT’S DUTIES 

3.1 The Client will co-operate with the Company in all reasonable ways and acknowledges that in preparing its proposal and carrying out the Services the Company has and continues to rely on the Client to make full disclosure of all known information in relation to the Project. 

3.2 The Client will promptly pass to the Company in writing any new or revised information or data pertaining to the Services being performed by the Company for the Client. 

4. FEES AND PAYMENT TERMS 

4.1 Where the Services or part of them will be charged on a time and expenses basis, invoices will be calculated according to the time charges agreed, together with disbursements for travel, subsistence, printing and other reasonable expenses. Any time charges contained or referred to in the Company’s written proposal or in annexed schedules are for guidance only and relate to fee rates and price schedules as at that date only. Fee proposals are subject to review in the event of delay, suspension or material extension of the time frame envisaged for provision of the Services under the Agreement. Fees for Additional Services will be charged on a time and expenses basis. 

4.2 Invoices will be submitted monthly or in accordance with any written agreed schedule. VAT will be applied at the standard rate to all invoices. Payment is due on receipt of an invoice and all accounts must be settled in full within 30 days (without retention, withholding, deduction or set off). Late payment interest shall be calculated in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 [and at the relevant reference rate plus the statutory rate of interest]. All queries relating to invoices must be raised within 10 days of receipt and, if not, the invoices will be deemed to be agreed by the Client. 

4.3 The Company reserves the right to suspend its Services if an invoice is not paid within 60 days of the date of submission by the Company. 

5. COPYRIGHT 

5.1 All intellectual property rights and copyright associated with the Company’s Services shall remain vested in and the property of the Company. A specific licence for use may be granted by the Company. Any such licence is to be strictly limited to issues associated with the Project or Services. The Company will not accept any liability whatsoever for any use of the materials to which the licence is granted for any purpose other than the original intent. In the event that the Client is in default of payment of monies due to the Company such licence is agreed to be immediately withdrawn and revoked. 

6. INDEMNITY AND LIMITATION OF LIABILITY 

6.1 Subject to clauses 6.2, 6.3, 6.4 and 14.2, the Company acknowledges its liability to the Client for any reasonably foreseeable losses, damages, costs, charges or expenses that may be incurred or become due or payable by the Client by reason of the negligence of the Company in the performance of the Services under the Agreement provided that the Company shall only be liable for its due share thereof and the Client shall mitigate any such losses, damages, charges, costs and expenses in so far as reasonably possible. 

6.2 The maximum liability of the Company under the Agreement or otherwise in relation to the Project shall be, for each claim or series of related claims, the amount of its professional indemnity insurance cover for the time being in force pursuant to clause 6.5 at the time the relevant claim is notified to insurers provided always that the Company’s liability (including for costs) is limited in any event to a maximum sum of two million pounds for each claim or series of related claims. 

6.3 In no circumstances shall the Company be liable for or in respect of indirect or consequential losses, damages or expenses. 

6.4 No proceedings may be commenced against the Company under the Agreement or otherwise in relation to the Project or any part thereof more than 6 years after the termination or conclusion of the employment of the Company under the Agreement or the date of completion of the Services by the Company or abandonment of the Services or termination of the Agreement whichever is the earlier. 

6.5 The Company shall maintain professional indemnity insurance with a minimum amount of cover of two million pounds (£2,000,000) per claim or series of related claims provided such insurance is available in the market place at commercially reasonable rates. The Company shall provide the Client with evidence of such insurance on an annual basis upon request. 

6.6 The Client agrees not to pursue any claim or other issue against an individual employee of the Company who has been engaged in carrying out the Company’s obligations under the Agreement, whether such employee is named expressly or not. The Client acknowledges that such employees are entitled to enforce this provision of the Agreement between the Company and the Client pursuant to the Contracts (Rights of Third Parties) Act 1999. 

7. CONFIDENTIALITY 

7.1 Each party will treat any information of a confidential nature relating to the other party which it comes across as a result of this Agreement, and any information about the Services, as confidential. 

7.2 Any report issued by the Company will be addressed and delivered to the Client only unless otherwise agreed. The parties will keep confidential any such report and neither will make it available or disclose its substance or contents to any third party. 

7.3 Notwithstanding the foregoing, the Company reserves the right to use an outline description of the work in its promotional literature. 

7.4 This Clause 7 shall not prevent the publication or disclosure of any such information once it has come within the public domain through no fault of the party which would otherwise owe the duty of confidentiality, nor of information that has been lawfully acquired on a non-confidential basis, nor of information published or disclosed under a duty or obligation owed to or imposed by any court, regulatory or governmental authority or body. 

8. WARRANTIES 

8.1 Warranties for the benefit of third parties are not to be provided unless agreed in writing before the Commencement Date. 

9. TERMINATION OR SUSPENSION 

9.1 If either party shall become bankrupt, go into liquidation (other than voluntary liquidation for the purposes of amalgamation or reorganization without insolvency only), have a receiver, administrative receiver or administrator appointed over any part of its business or assets, enter into a composition with its creditors or otherwise become, in the reasonable opinion of the other, insolvent (the “Bankrupt Party”), the other party shall be entitled forthwith by notice to the Bankrupt Party to suspend the Services or terminate the Agreement with immediate effect. 

9.2 If the Client fails to pay any sum due under the Agreement within 60 days of the date of submission of the Company’s invoice, the Company may by notice to the Client suspend the Services and, at the same or a later time, terminate the Agreement with immediate effect. 

9.3 Save in circumstances to which clause 14.2 applies, if either party (the “Defaulting Party”) breaches a material term of the Agreement which remains unremedied for 30 days after service of written notice on it specifying such a breach, or if the breach is not capable of remedy or it appears that the Defaulting Party is in breach of a material provision of any statute, statutory instrument or common law, the other party may by notice in writing to the Defaulting Party suspend the Services and, at the same or a later time, terminate the Agreement with immediate effect. 

9.4 If circumstances or events beyond the reasonable control of the affected party prevent the proper performance of a party’s obligations under the Agreement for more than 90 days, then either party may immediately terminate the Agreement by written notice to the other. 

9.5 If the Client terminates the Agreement under clauses 9.1 or 9.3 above, the Client shall pay to the Company only such sums as are payable in respect of work done and costs incurred during the period up to the date of termination. 

9.6 If the Company terminates the Agreement under clauses 9.1, 9.2 or 9.3, either party terminates the Agreement under clause 9.4, [or the Client terminates the Agreement under clause 9.5] the Client shall pay to the Company, in addition to the sums referred to in clause 9.5, such sums or costs as are reasonably expended or incurred by the Company in bringing the Services to an end in a prompt and orderly fashion. 

9.7 If the Services are suspended under clauses 9.1, 9.2 or 9.3 or the circumstances referred to in clause 9.4 apply, and the Company is required to perform any Additional Services or incur additional costs in connection with the suspension or resumption of the Services, the Client shall pay the Company for the same within 28 days of the suspension or resumption. 

9.8 Termination shall not affect or prejudice the accrued rights, claims or defences of either party. 

9.9 Notwithstanding termination of the Agreement, this clause 9 and clauses 1, 3, 4, 5, 6, 7, 11 and 12 shall survive termination. 

9.10 The termination of the Agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination. 

10. ASSIGNMENT OF AGREEMENT 

10.1 Neither party may assign, sub-contract, sell, novate, sub-let or otherwise dispose of the Agreement or any part thereof, other than the sub-contracts (if any) specified under the Services, without the previous written consent of the other party, which shall not be unreasonably withheld or delayed. 

11. DATA PROTECTION 

11.1 The Company undertakes to abide at all times by the Data Protection Acts 1984 and 1998 and all other relevant legislation and regulations in relation to the discharge by it of its obligations under the Agreement. 

12. COMPANY PERSONNEL 

12.1 It is a condition of the Agreement that the Client will not directly or indirectly approach or contact with the intention of employing or retaining any employee of the Company engaged on or connected with the Services without the prior written agreement of the Company. This restriction is to apply at all times during the period of provision of Services and for a period of one year immediately following the completion of the Services. 

13. DISPUTES 

13.1 Provided both parties consider that there is a reasonable prospect of resolving any disputes or differences which arise between them out of or in connection with this Agreement or the Services by way of negotiation between them in good faith, or by way of the procedures referred to below, before resorting to legal proceedings the parties shall attempt to settle the same in any of those ways. In the event of failure to resolve a matter by negotiations in good faith within 90 days, the parties may agree to resolve such dispute by adjudication under the statutory scheme. 

14. GENERAL 

14.1 The Agreement shall be governed by and construed in accordance with the laws of England. 

14.2 Neither party shall be liable for any breach of any term of the Agreement that is the result of any cause beyond the reasonable control of the party concerned. 

14.3 Any notice shall be in writing and may be served by either party upon the other by sending it in the first class post addressed to such other party at its last known address, and any such notice so sent shall be deemed in the absence of proof to the contrary to have been received within 72 hours of posting or 24 hours if sent by facsimile or by electronic mail to the correct number or address with correct answer back. 

14.4 The Agreement constitutes the entire agreement between the Company and the Client with respect to the Services and the Project and supersedes any previous agreements between the Company and the Client in relation thereto. 

14.5 Subject to clause 6.6 no third party is intended to have any rights to rely on or enforce any terms of the Agreement. 

14.6 The Agreement shall not be varied without the written consent of both parties. 

14.7 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected. If a provision of the Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.