1.   The parties hereto shall be Somerton Environmental Ltd hereinafter referred to as SEL and the person, persons, corporate entity or organisation (the Client) to whom is addressed the Fee Proposal.

2.   The Fee proposal, any written acceptance of the Fee Proposal from the Client and these terms and conditions that were included with the fee proposal as well as any other communications that take place after the Fee proposal shall together constitute the contract between the parties hereto (the Agreement)

3.   The effective date of the Agreement shall be the date of any written acceptance of the Fee Proposal from the Client. For the avoidance of doubt written acceptance may take the form of an acceptance via software using the link provided in the fee proposal. Or via  letter, or e-mail referencing the fee proposal reference number.

4.   SEL shall exercise reasonable skill and care in the performance of the services.

5.   Any notice in writing under the Agreement shall be deemed to be duly given if it is delivered by hand against a signed receipt, by special postal delivery, by recorded postal delivery or by courier. For the avoidance of doubt notices sent by ordinary first or second-class post or by e-mail (even with read receipt notice) shall be deemed not to have been duly given unless acknowledged in writing by a Director of SEL.

6.   The Agreement shall be governed exclusively by English law, and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.

7.   For the purposes of the Contract (Rights of Third Parties) Act 1999, the parties hereto do not intend any terms of this deed to be enforceable by any third party who but for that Act would not have been entitled to enforce such terms.

Respect

8.   SEL and the Client agree that everyone has the right to work in an environment free from harassment and both agree that all persons involved in this contract are treated with respect and dignity and not subjected to humiliation or intimidation.

9.   Harassment, humiliation, and intimidation can include but is not limited to derogatory and / or disrespectful behaviour, violence, derogatory and unfounded comments about persons or work supplied and or produced, sexual harassment, discrimination against a protected characteristic.

Delay

10. The Client shall supply SEL without charge and within reasonable time pertinent data and information and give such assistance and make such decisions as shall reasonably be required for the carrying out by SEL of the Services and SEL and the Client shall exercise all reasonable expedition and despatch in carrying out the provisions of the Agreement.

11. If any work is carried out or additional costs incurred by SEL because of any variation to the Services, project, works or brief by the Client or because of delay by the Client or SEL is delayed by others or by particular events that were not reasonably foreseeable or because the project or works are damaged or destroyed or because other reasons beyond the control of SEL, SEL shall be entitled to additional payment calculated on the basis of the rates set out in the fee proposal  and clauses 22 to 30 inclusive herein shall apply.

Extent of liability

12. Notwithstanding anything to the contrary within the Agreement:

The total liability of SEL under or in connection with the Agreement for all claims whether in contract or in tort, in negligence, for breach of statutory duty or otherwise shall not

a)   exceed the sum produced by multiplying the total fee payable to SEL on completion of the Services or on termination of the Agreement if earlier by ten provided always that if the sum so calculated exceeds the sum of one million pounds sterling the said liability of SEL shall not exceed the sum of one million pounds sterling.

b)      Subject to the foregoing sub-clause 11a and without prejudice to an other provision in the Agreement whereby liability is excluded or limited to a lesser amount the liability of SEL for any claim or claims whether in contract or in tort, in negligence, for breach of statutory duty or otherwise shall be further limited to such sum as it would be just and equitable for SEL to pay having regard to the extent of responsibility for the loss and damage suffered as a result of the occurrence or series of occurrences in question on the assumption that

(i) all other parties supplying professional services in respect of the project or supplying labour or materials or plant or equipment for incorporation in the project or executing the project or any part thereof shall have given contractual undertakings to the Client in respect of carrying out of their obligations in connection with the project, works or brief on terms no less onerous than those set out in clause 5 herein;

(ii) there are no exclusions of or limitations on liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this sub-clause 11b and on the further assumption that any such other party who is responsible to any extent for the loss and damage is contractually liable to the Client for the loss and damage;

(iii) all the other parties referred to in this sub-clause 11b have paid to the Client such proportion of the loss and damage that it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.

13.      Except where it is expressly stated in the Fee Proposal that one or more of the matters referred to in this clause 11 comprise the whole or part of the Services SEL shall not have any duty to consider such matters as influencing any aspect of the Services to be performed by SEL under the Agreement nor shall SEL be responsible under the agreement for:

a)   Advising to the actual or possible presence of pollution or contamination or as to the risks of such matters having occurred, being present or occurring in the future (herein called Pollution and Containment matters); and / or as the case may be

b)   Advising on matters that wholly, partly, directly or indirectly arise out of or result from asbestos (including without limitation the costs of testing for, monitoring, abatement, mitigation, removal, remediation or disposal of any asbestos or product or waste that contains asbestos) (herein called Asbestos matters)

And the liability of SEL under or in accordance with the Agreement whether in contract or in tort, in negligence or for breach of statutory duty or otherwise for any claim that may arise out of or in connection with pollution and contamination matters, and / or asbestos matters as the case may be is excluded.

14.      SEL shall maintain professional indemnity insurance from the commencement of the Services until two years from the date of completion of the Services in an amount sufficient to cover the liabilities of SEL under the Agreement provided always that such insurance is available at commercially reasonable rates and subject to all exceptions, exclusions and limitations to the scope of cover that are commonly included in such insurance at the time the insurance is taken out or renewed as the case may be.

15.      No action or proceedings under or in respect of the Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise, shall be commenced against SEL after the expiry of two years from the date of completion of the Services.

Termination of Agreement

16.         In the event of a breach of the Agreement by SEL, the Client may give fourteen calendar days’ notice in writing of its intention to terminate the Agreement setting out the facts or omissions of SEL relied upon as evidence of such breach. If SEL does not, to the reasonable satisfaction of the Client, take expedious steps to repair the breach during the notice period the Client may immediately on the expiry of the notice terminate the Agreement by a further notice in writing.

17.         Upon the occurrence of any circumstances beyond the control of SEL that is such as to prevent or significantly impede the provision of the Services, SEL may without prejudice to any other remedy and upon not less than seven calendar days’ notice in writing suspend for a period of up to eight calendar weeks the provision of all or any part of the Services and at the expiry of the said period of suspension either continue with the provision of the Services or if SEL is still prevented from supplying all or any part of the Services because of reasons beyond its control terminate the Agreement immediately by a further notice in writing.

18.      In the event of a breach of the Agreement by the Client, SEL may give fourteen calendar days’ notice in writing of its intention to terminate the Agreement setting out the acts or omissions of the Client relied upon as evidence of such breach. If the Client does not, to the satisfaction of SEL, take expedious steps to repair the breach during the notice period SEL may immediately on the expiry of the period of notice terminate the Agreement by a further notice in writing.

19.      The Agreement may be terminated immediately in the event of insolvency of either party to the Agreement. Notice of termination may be given in writing to the party that is insolvent by the other party to the Agreement.

20.      The Agreement may be terminated immediately in the event of a serious breach of contract clauses 8 and 9.

Copyright

21.      All intellectual property rights including design rights and copyright in any documents or drawings of whatever nature supplied by SEL under the Agreement shall remain vested in SEL but only the Client shall have a licence to copy and use such documents excluding calculations for any purpose relating to the project, works or brief for which the Services are being supplied. The Client shall not be entitled to make use of such documents or drawings in connection with any project, works, brief, building or development unrelated to the Agreement without the prior agreement from SEL in writing. In the event of non-payment of fees due under the Agreement SEL will revoke the license ranted by this clause 19. SEL shall not be liable for the use by any third party under the licence granted by this clause 19 of such documents or drawings for any purpose other than that for which the same were prepared by or on behalf of SEL.

22.      Neither the Client nor SEL shall without consent in writing of the other party to the Agreement assign the benefit or in any way transfer the obligations of the Agreement or any part thereof. The number of assignments by either party to the Agreement shall be limited to one occasion only unless otherwise agreed.

23.      The Client or SEL may publish alone or in conjunction with any third party any articles, photographs or other illustrations relating to the project, works or brief for which the Services are being supplied provided proper acknowledgement is made to the other party to the Agreement.

Payment

24.      Unless stated otherwise the first invoice shall be rendered on the completion of the Services or at weekly intervals after which the Services commenced whichever is the sooner and any subsequent invoices shall be rendered at intervals of one calendar week or at project completion, whichever is soonest.

25.     Where the Client has agreed that parts of the Services are sub-contracted by SEL to third parties SEL may render separate interim invoices at intervals of one calendar week and clauses 22 and 24 to 30 inclusive shall apply in respect of those parts of 1.      the Services. On all agreed sub-contracted elements SEL reserve the right to charge the Client an administration fee.

26.    VAT is payable on all services provided by SEL.

27.    Where time charge fees apply the amount due for each person supplying the Services at each payment interval shall be the sum calculated by multiplying the hourly rate or daily rate applicable to the person concerned by the number of hours or days spent by such person supplying the Services during the interval in question.

28.    The hourly or time charge fees shall be amended at the commencement of each calendar year. However, SEL reserves the right to amend such scale of rates at an interim date should exceptional circumstances so require.

29.    Payments under the Agreement shall be made by the Client and are due on the date of the invoice (the Due Date). The final date for payment shall be thirty calendar days after the Due Date.

30.    The Client shall not withhold any amount after the final date for payment unless the Client gives SEL, not later than seven calendar days before such final date, a notice in writing specifying the amount proposed to be withheld and the reason(S) for withholding payment and to which SEL agrees to a different payment date.

31.    Where a sum due under the Agreement is not paid in full by the final date for payment and no effective notice to withhold payment has been given by the Client and agreed to by SEL, SEL has the right to suspend work until payment is received.

32.    Where payment is delayed for more than thirty calendar days from the Due Date, SEL reserves the right to charge interest on a daily basis from the Due Date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.