Terms and Conditions of Business

Terms and Conditions of Business

Apex Environmental Ltd

Registered office: 3 Lawrence Way, Lichfield, Staffs, WS13 6RD.

Company number: 8518402.

These terms and conditions apply if you agree to use our services.  In conjunction with a signed copy of our Agreement Form, they constitute the contract between us.

1. Definitions

1.1.      In these conditions the following definitions shall apply:

1.2.      “Agreement” means the contract for the provision of Consultancy Services made between the Client and the Consultant to the exclusion of any other terms and conditions.

1.3.      “Client” means the individual or organization who has signed the Agreement Form.

1.4.      “Consultant” means Apex Environmental Ltd.

1.5.      “Consultancy Services” means the services to be provided to the Client by the Consultant.  The particulars of these services are set out on the Agreement Form.

1.6.      “Consultancy Charges” means the charges specified on the Agreement Form, together with any additions or deductions which may be agreed in writing.

1.7.      “Variation” means any reasonable alteration, omission or addition required by the Client.  The Consultant will notify the Client, in writing, of the impact this will have in terms of time, cost and practicality.  The Consultant will then only proceed upon written approval from the Client.

2. Consultant’s Obligations

2.1.      The Consultant shall exercise all reasonable skill, care and diligence in providing the Consultancy Services and any agreed Variations.

2.2.      The Consultant shall effect and maintain professional indemnity insurance.  The Consultant shall provide evidence of such cover if required by the Client.

2.3.      The Client acknowledges that the Consultancy Services are provided by the Consultant as an independent contractor and no relationship of employee/employer or agency arises with the Client.

2.4.      The Consultant undertakes to maintain records of the Consultancy Services provided for a period of two years from completion of the Consultancy Services.  The Consultant shall provide copies upon the Client’s request (with reimbursement of reasonable copying charges).  The records shall be stored in accordance with GDPR legislation.

2.5.      The Consultant acknowledges that as a member of the Arboricultural Association, we are bound by the Association’s codes of conduct and codes of ethics for the duration of the agreement with the Client.

3. Charges and Terms of Payment

3.1.      Unless otherwise agreed in writing, the Consultancy Charges shall be paid within the period specified on the invoice.

3.2.      If additional costs or delay is directly caused by discrepancies, errors or omissions in information supplied by the Client, the Client shall reimburse the Consultant accordingly.  The Client should then allow a reasonable extension of time for the performance of the Consultancy Services.

3.3.      If the payment of any due sum is delayed, the Consultant shall be entitled to charge interest at the rate of 4% above the base rate of the Bank of England on the overdue amount.  Alternatively/in addition, the Consultant shall also be entitled to and/or suspend further performance of the Consultancy Services.

3.4.      If any part of an invoice is disputed or queried by the Client, the Client shall notify the Consultant no less than 10 days prior to the due date of payment. The payment of any undisputed part of the invoice shall not be delayed.

4. Limit of Consultant’s Liability

4.1.      If any part of the Consultancy Services is performed negligently or is in breach of the provisions of this Agreement, the Client can ask the Consultant to re-perform the relevant part of the Consultancy Services subject to clauses 4.2 and 4.3 below (providing the request is made within six months of the date of completion of the Consultancy Services).

4.2.      Except in the case of death or personal injury caused by the Consultant’s negligence, the Consultant’s liability under this agreement  shall not exceed the greater of the Consultant Charges or the amount recoverable under the Consultant’s professional indemnity policy (if applicable).  This shall be the case whether arising in contract tort breach of statutory duty or otherwise.

4.3.      The Consultant shall not be liable for any loss or damage or expenses incurred by the Client of an indirect or consequential nature.  This includes any economic loss, loss of profits turnover, business or goodwill.

5.         Access

5.1.      The Client shall arrange for or grant the Consultant access at all reasonable times to such premises as may be necessary for the provision of the Consultancy Services.

6.         Termination

6.1.      If either party is in breach of its obligations and fails to remedy such breach within 14 days of receiving written notice, then the Agreement may be terminated by the party not in default.  This will occur without prejudice to the accrued rights of the parties.

6.2.      If either party shall:

• become insolvent.
• become bankrupt.
• have a receiving or administration order made against it.
• or compound with its creditors or commerce winding up (save for solvent amalgamation or reconstruction).

Then the other party shall be at liberty to terminate the Agreement forthwith.  Any such termination must be made in writing.

7.         Confidentiality

7.1.      The Consultant and the Client shall keep confidential all information of the other party whether marked as confidential or not.  This shall apply when obtained under or in connection with the provision of the Consultancy Services.  Both parties shall not divulge the same to any third party save with the prior written consent of the other party. The provisions of this clause shall survive termination of the Agreement and continue to apply for a period of two years post termination.

7.2.      The provisions of clause 7.1 shall not apply to:

• information in the public domain (otherwise than by breach of this clause).
• information obtained from a third party who is free to divulge the same
• confidential information that is required to be divulged by law.

7.3.      Both parties shall only divulge confidential information to such employees who have a need to know and are bound by similar obligations of confidentiality (as set out in this clause 7).

8.        Intellectual Property

8.1.      Unless otherwise agreed in writing, all intellectual property rights arising out of the provision of the Consultancy Services shall vest in the Consultant. Subject to the Consultant having been paid all sums due under the Agreement, the Consultant shall grant the Client a worldwide non-exclusive non-transferable royalty free licence.

9.         Force Majeure

9.1.      Neither party shall have any liability for delay or failure in performance which result from circumstances beyond the reasonable control of that party. If this occurs, the party affected by such circumstance shall notify the other party. If such circumstance continues for a period of more than three months, either party may terminate this Agreement by written notice.

10.       Dispute Resolution

10.1.    Any dispute or difference which cannot be amicably resolved by the parties:

10.2.    where the Client complains of unethical or unprofessional conduct on the part of a Consultant who is a member of the Arboricultural Association, such complaint shall be referred to and resolved under the provisions of the Arboricultural Association Code of Conduct; and

10.3.    all other disputes or differences shall be referred to the non-exclusive jurisdiction of the courts of England and Wales.

11.       Third Party Rights

11.1.    No term of this Agreement is intended for the benefit of any third party.  The parties do not intend that any term of this contract shall be enforceable by a third party either under the Contracts (Third Parties) Act 1999 or otherwise.

12.       Governing Law

12.1.    This contract shall be governed by and construed under English law.