Terms & Conditions
1. Definitions
1.1. In this Contract: “Estimate” means the document that outlines the Services and forms part of the Contract which is signed by the Client; “Company” means Nuplan Surveys Ltd; “Contract” means the terms and conditions set out in this document together with the Estimate; “Client” means the person, firm or organisation who employs the Company, including those acting as an agent for a third party; “Services” means any air, land, topographic, hydrographic, building, underground survey, setting out or any other service(s) provided by the Company to the Client; “Data” means any drawings, discs, reports, or any other media in any format to be supplied as part of the Service(s); “Price” means the agreed fee(s) for any Service(s); and “Writing” means facsimile, letter, electronic communications (such as email) and any comparable means of communication.
2. Acceptance of Contract
2.1. This Contract will be in full force and effect upon the acceptance by the Client of: 2.1.1. the arrival of the Company’s representatives or employees on site to commence the Services; 2.1.2. the receipt and acceptance of an Estimate and/or tender (verbal or written) for the Services supplied by the Company to the Client; or 2.1.3. the receipt of any Data by the Client supplied by the Company. 2.2. The Client shall not cancel the Contract without compensating the Company for work completed to the time of cancellation plus 20% of the Price remaining. 2.3. Where the Client has its own terms and conditions, the Client must make the Company aware of those terms and conditions, in Writing, at the tender or quotation stage or this Contract shall prevail and take precedence. 2.4. The Client shall make known all relevant facts to the Company to enable it to execute the Services. 2.5. The Client shall arrange access where appropriate or reimburse the Company for costs incurred due to being unable to gain access.
3. Assignment and Sub-contracting
3.1. The Company reserves the right to sub-contract any part or all of the Services whilst maintaining responsibility for the Services as if they had not been sub-contracted or assigned.
4. Payment
4.1. The Price quoted excludes delivery and VAT. 4.2. All invoices must be paid within 30 days of the invoice date unless otherwise advised. 4.3. The Services may be charged on an interim basis based on the nature of the project and work to date. 4.4. The Company may charge interest on overdue accounts until settled. We may also claim compensation. The Company may invoice all costs generated by Courts, Solicitors and/or Debt Collection Agencies in the recovery of such overdue accounts. 4.5. Payment will not be effected until clearance of cheque, BACS, CHAPS or any other form of payment. 4.6. Where payment is referred to a third party this shall not relieve the Client from responsibility under this Contract without prejudice to the Company’s rights against that third party to recover its debt.
5. Delivery
5.1. Delivery shall be deemed effective to the Client when the Data is delivered to the Client in the agreed media format or by instruction of the Client to a third party. 5.2. The Company shall not be liable for any consequential loss, loss of profits or any loss of business due to non-delivery or late delivery of its Services. 5.3. The Company shall be informed, in Writing, within and no later than 60 calendar days of delivery of the Services, of any items requiring rectification at the Company’s expense. If no error can be shown to be attached to the Company, any costs so generated shall be reimbursed by the Client.
6. Force Majeure
6.1. Where delivery is refused or where the Company is unable to deliver due to circumstances beyond its control, the Company is entitled to treat the Contract as fulfilled or partially fulfilled and invoice the Client accordingly. Such circumstances include, without limitation, lack of information or instructions from the Client, Act of God, war or other hostilities, civil commotion, interruption of transport, strike, lockout or other industrial action, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery, weather conditions, flying or shipping restrictions, and international or national government action or legislation.
7. Liability
7.1. The Company shall indemnify the Client for an amount limited to the Price agreed for the Services and shall not exceed the amount outlined on the Estimate under the Contract. 7.2. The Company shall hold or effect policies of insurance to cover Public Liability for not less than £1,000,000 (one million pounds sterling). 7.3. All Data in transit is to be insured by the Company for all risks until delivered to the Client in accordance with Clause 5 of this Contract.
8. Intellectual Property
8.1. All Intellectual Property concerning the Data remains vested in the Company, which will grant an irrecoverable licence for use by the Client once payment has been received and cleared in full. 8.2. No third party may use the Data even if payment has been made to the Client but not received by the Company. 8.3. The Company may provide Data prior to the issue of an invoice under a temporary licence arrangement extending no more than 30 days from the date of the subsequent invoice. 8.4. A breach of Copyright will occur should payment not be made within this due period. The Client may only hold the Data in a fiduciary capacity, enabling the Data to be identified as belonging to the Company until payment has been made under Clause 5. 8.5. The Client’s right to possession of the Data shall cease if it does, or fails to do anything, which would entitle an administrative receiver to take possession, and the Client shall grant an irrecoverable licence to the Company to repossess its Data in this event. 8.6. The trademarks, trade names, know-how, design rights, goodwill, patents, copyright and all other proprietary rights arising out of the provision of the Services are the property of the Company. The Client shall not cause or permit anything that might damage or endanger them, or alter, deface or remove any markings or indications as to the source of the Data in any supplied media format. 8.7. The Company retains ownership of all survey data, drawings, models, point clouds and other deliverables created in the course of providing the Services. The Client is granted a non-exclusive licence to use the deliverables for the purpose for which they were commissioned. The Company reserves the right to reuse survey data, where appropriate, for future surveying, design, mapping or related purposes, provided that such reuse does not disclose confidential information relating to the Client or the Client’s project.
9. Supply of Data
9.1. Unless otherwise specified and agreed in Writing between the Client and the Company, the Data supplied as part of the Services allows for the supply of one set of hard-copy plots of the Data and one set of digital drawings of the Data. Additional plots and/or digital files required by either the Client and/or a third party can be supplied at a minimum cost of £75.00 plus VAT. This is a guideline price only and the cost must be confirmed prior to processing the request.
10. Other Fees
10.1. Additional fees may be levied from time to time by the Company to the Client for the hire of specialist equipment, services or for any other costs incurred outside of the quotation. All such costs will be agreed with the Client by the Company prior to arranging for any specialist provisions.
11. Confidentiality
11.1. The Client and Company will respect mutual confidentiality in all aspects of the Contract.
12. Warranties
12.1. No liability for accuracy shall extend beyond the specific scale of graphical mapping, digitised data or any other accuracy specified for the Services.
13. Jurisdiction
13.1. The Contract shall be construed and performed in accordance with the Laws and Courts of England.
