Terms and Conditions

Terms of Business

• The estimate of fees and expenses for the Services (see clause 3) are as provided in the proposal which has been put forward to the client by Airborne Environmental Consultants Ltd, hereafter referred to as AEC. Both that estimate and the hourly fee rates quoted therein shall remain valid for six months from the date of the proposal.
• In the event of the period of the provision of the services extending over more than six months, AEC reserves the right to apply an increased level of fees. In any event, the fees charged shall cover all consultant time spent on the assignment, whether at the client’s premises or elsewhere, including travelling. Unless otherwise agreed, out of pocket expenses will be charged at cost plus a handling charge of ten per cent. Unless otherwise stated, ALL sums quoted or charged are exclusive of VAT or equivalent taxes.
• The client hereby appoints AEC to carry out the work as described in the proposal and, where applicable, as varied in verbal or written discussions between the client and a director of AEC before the commencement of the work (together the “Services”). Only a director of AEC has authority to vary the estimate of fees and expenses, the Services or any of the terms of business including the Standard Terms of Business. NO other employee of AEC has any authority whatsoever to do any of the foregoing.
• Variations (whether verbal or written) by the client of the scope or extent of the services after commencement thereof will be subject to additional charges to the client, such charges being calculated at the hourly fee rates which were agreed for the Services, or if no specific hourly rates were agreed by the parties hereto, then at the hourly fee rates then charged by AEC for work of that type.
• The client hereby agrees to pay to AEC the fees (including fees of sub-contractors where relevant) and expenses for the Services, including for variations as provided for in clause 3. the client shall be responsible for paying relevant taxes including VAT or equivalent where applicable.
• The payment terms require payment of outstanding accounts within 30 days of the date of despatch of the invoice. If the client fails to pay on the due date any amount which is outstanding, without prejudice to any other rights which AEC may have, that amount shall bear interest of 2% per month from the due date until payment is made in full. Accounts will normally be invoiced monthly in arrears of work being carried out.
• If the client fails to pay an invoice in full within ten days of the due date, then AEC reserves the right to suspend the Services until the outstanding amount, together with interest, has been received. No liability is accepted for any loss, damage or consequential loss, however suffered, by virtue of the suspension of the Services.
• 7 In the event of the Client cancelling the agreed works prior to AEC attending site, the client shall be liable for any and all costs incurred by AEC particular to the agreed works and, in addition, shall pay a compensatory sum equating to a proportion of the contract value depending on the degree of notice of termination given. These proportions shall equate to; 10% of the contract value for cancellation within 30 days of planned site attendance, 50% for cancellation within 7 days of planned site attendance and 100% for cancellation within 24 hours of planned site attendance.
• For the duration of the Services, and for a period of twelve months after termination of the Services, neither the client, nor any company associated with the client, shall offer employment to any member of AEC’s staff, concerned with the provision of the Services without the prior agreement of the directors of AEC.
• AEC will exercise such reasonable skill, care and diligence in the discharge of the Services as is to be expected of an appropriately qualified and competent environmental consultant experienced in carrying out services of the relevant nature in accordance with the provisions of the proposal.
• When an assignment requires an employee (and/or director) of AEC to act in a representative capacity, carrying out the instructions of, or acting on behalf of the client, AEC shall be deemed to be acting as the client’s agent. The client hereby agrees to indemnify both AEC and the individual against all claims for which they may be liable in relation to acting as the client’s agent by reason of the acts or omission of the client.
• The Services may be terminated on either side by one month’s notice in writing, except that AEC reserves the right to terminate the Services without notice where the client fails to meet payments as they fall due, or where the client is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes bankrupt, or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of any or all the business of the client.
• Save as provided otherwise in these conditions, AEC shall not be liable for any loss (including indirect and consequential loss), damage, delay, or loss of market costs or expenses of whatsoever nature or kind and howsoever sustained or occasioned.
• AEC undertakes to maintain adequate cover for Public Liability and Professional Indemnity Insurance during the Services and for one year after completion thereof, providing always that such insurance is available at commercially reasonable rates. Details of these policies are available on request. If such insurance ceases to be available at commercially reasonable rates, then AEC shall promptly notify the client.
• The liability of AEC in both contract and tort (if any) shall be limited to a period of one year following completion of the Services as indicated by the production of a final version of the written report. This limitation shall not apply to claims resulting in personal injury or death.
• The maximum extent of the liability of AEC shall be proportional to the fees paid to it for the Services, excluding fees for subcontractors, expenses, VAT or any other taxes, and shall be calculated on the basis that the said liability shall be restricted to a multiple of ten times the fees paid to the AEC up to a maximum liability limit of £1 million. Variation of this limit of liability may be agreed by AEC in any instance, but the increase in the costs of professional indemnity insurance related thereto shall be borne by the client. Further, any similar increase in insurance costs caused by a requirement for collateral warranties, or to address the report to a third party shall also be borne by the client.
• The copyright in the written materials produced as a result of the Services shall remain the property of AEC but with a royalty-free perpetual licence to the client deemed to be granted on payment in full to AEC by the client of the outstanding amounts.
• The failure of a party to insist in any one or more instances upon the performance of any provisions of this agreement shall not be construed as a waiver or relinquishment of that party’s right to future performance of such provision and the other party’s obligation in respect of such a future performance shall continue in full force and effect.
• The various provisions of this agreement are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction, then such invalidity or unenforceability shall not effect the remaining provisions of this agreement.
• This agreement, together with the final written report and the proposal document, both written AEC, sets out the entire understanding between the client and AEC in connection with the Services, including any variation thereof.
• Neither party hereto shall be liable or deemed to be liable to the other party for failure or delay in meeting any obligation hereunder due to strikes or lockouts (whether of their own employees or those of others), acts of God, warfare, flood, explosion, fire, environmental incident, litigation, acts of Government or regulatory authority or any other cause beyond the control of the party which had a duty to perform.
• Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement. Arising from the requirements of our quality system accreditations our work is subject to external review by independent auditors. Accordingly, our client files can be reviewed by an external reviewer, who will be subject to a confidentiality agreement. We may, on occasions, subcontract some forms of work. Where this occurs, you will receive prior notification and the subcontractors will be bound by our confidentiality terms.
• This agreement shall be governed by and construed in accordance with English law.