Terms and Conditions
Terms & Conditions
Provision of services: These terms and conditions (“Conditions”) may only be varied with the written agreement of Terrain Surveys Limited (“TSL”) and shall apply to all contracts for the supply of services by TSL to a customer employing such services from time to time (“You”,“Your”) to the exclusion of all other terms and conditions including any terms and conditions which You may purport to apply under any document whatsoever.
These Conditions apply to every order or instruction received from You (or someone TSL may reasonably believe has authority to bind You) whether such order is express or implied, written or oral and the contract between TSL and You will be deemed to commence at such time as an order or instruction is received. TSL is under no obligation to allow Your employees to witness the services being carried out.
Invoicing and Payment Terms: The price (“Price”, “in writing”) shall be the amount quoted to You by TSL to provide services and in the event of dispute the Price shall be determined by reference to TSL’s standard price tariff which is available upon request. TSL’s standard payment terms are that payment of the Price shall be made within 30 days of receipt of a valid VAT invoice. Payment shall be made in £ sterling and cheques, drafts or other payment instructions should be drawn on a bank trading in the UK. All sums due from You to TSL which are not paid on the due date (without prejudice to the rights of TSL under these Conditions) shall bear compounded interest at the rate of 4% over the daily base rate of Barclays Bank plc.
Notwithstanding the provisions of the previous paragraph, TSL reserves the right at its sole absolute discretion to request payment of all or part of the Price prior to the commencement of the services in circumstances where a customer either has an insufficient credit history or rating or has a poor payment history with TSL.
You agree to pay any additional costs or expenses incurred by TSL due to difficulty by TSL or its agents or employees in gaining access to Your site or in carrying out services. This difficulty may be caused by a failure on your part (in the reasonable opinion of TSL) to provide satisfactory information or assistance (which would required by TSL to carry out services adequately).
Liability: Except in the case of personal injury (including death) caused by the negligent or willful act or omission of TSL, TSL excludes liability to You howsoever arising from the performance or purported performance of the services or any term under these Conditions. In the event of any breach or breaches by TSL, TSL shall not be liable to You in respect of loss of profit, business, revenue, goodwill, anticipated savings, indirect or consequential loss or damage.
Intellectual Property: All intellectual property created or developed by You shall, for the avoidance of doubt, remain vested in You. All intellectual property created or developed by TSL or any employee, agent or sub-contractor of TSL in the course of supplying the Services shall remain vested in TSL. All other intellectual property owned or developed by TSL non-exclusively for You and used in the course of supplying the Services shall belong to TSL at all times.
Each party (the “indemnifier”) shall indemnify and keep indemnified the other party (the “recipient”) against, and hold it harmless from, all claims, liabilities, costs (including reasonable legal fees and disbursements) expenses, demands or damages brought or made against or incurred by the recipient pursuant to any claim by a third party that any intellectual property, information, material and/or data supplied by or on behalf of the indemnifier and used or processed by the recipient or any of its sub-contractors in connection with the Contract infringes the intellectual property of any third party.
Termination: TSL can cancel or terminate this contract at any time, for any reason by giving written (including email, fax, SMS) or oral notice (including answer phone, voicemail messages), which shall be effective immediately.
If You are a consumer (defined in the Consumer Contracts Regulations 2013 (the “CCR”) as “an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession”) then You shall have a legal right to change your mind about receiving the services envisaged under this contract under the provisions of the CCR, provided that such cancellation is made within 14 days of the date of this contract.
By accepting these terms and conditions You expressly consent to TSL commencing the services even if the 14 day cancellation period has not expired, which will affect your ability to change your mind and obtain a refund.
If any of the services have been provided prior to the date of cancellation then You will be responsible for paying to TSL a pro rata amount of the Price in proportion to the amount of the services provided by comparison to the full scope of the services.
After the end of this 14 day period You may cancel or terminate with the written consent of TSL but will at all times remain liable for 40% of the Price.
If You are not a consumer, then You do not have any such right to change your mind about receiving the services and any cancellation of the services with the consent of TSL will also result in You being liable for 40% of the Price.
In either case, cancellation of the contract within 24 hours of the due start time for the provision of services will result in You being liable for 60% of the Price.
Assignment and sub-contracting: You shall not assign the benefit or burden of these Conditions or any part of them. TSL may transfer, assign or subcontract all or any rights and obligations under these Conditions. TSL shall be free to subcontract or otherwise deal with the whole or any part of the Services.
Insurance: TSL shall hold or effect policies in respect of public liability insurance in a sum not less than five million pounds, and in respect of employers liability insurance for a sum not less than ten million pounds and in respect of professional indemnity insurance in a sum not less than five million pounds.
Accuracy: No liability for accuracy shall extend beyond the specified scale of graphical mapping, digitalized data or other accuracy specified and agreed between You and TSL for the services.
Site Access: The Surveyor shall not be liable, and reserves the right to defer the date of delivery or to cancel the Contract or reduce the Services, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, unable to gain access to a site or the site is deemed unsafe to access.
General: TSL will not be held responsible for failure or delay in carrying out the services due in whole or in part to any circumstances whatsoever beyond its reasonable control. No delay by TSL in enforcing any right in respect of any breach of these Conditions by You shall constitute a waiver of such right.
If any term of these Conditions is unenforceable, such unenforceability shall not affect the enforceability of the remainder of the terms in these Conditions. These Conditions constitute the entire agreement between both parties. You acknowledge that You have not relied on any oral or written representations or statements not contained in these Conditions. These Conditions are subject to English law and to the exclusive jurisdiction of the courts of England and Wales.