1. Definitions and Interpretation
In these Terms and Conditions the following words and expressions shall have the following meanings:
- ‘PSS’ means Peak Surveying Services Limited.
- The ‘Client’ means the person(s) or company to be supplied with the Services by PSS. An Agent acting for a Third Party shall be deemed to be the Client unless otherwise designated in writing.
- The ‘Contract Price’ means the agreed fee or scale of charges for the Work, subject to such alterations as may be made under the provisions hereinafter contained.
- The ‘Contract’ means the agreement concluded between the Client and PSS, including these Terms and Conditions, all Specifications and other documents which are relevant to the Contract.
- The ‘Work’ means the surveying, mapping, setting out or any other service to be executed and all supporting Plans to be produced and supplied by PSS in accordance with the Specification and includes any additional work requested by the Client under Condition 6.
- The ‘Site’ means the location where the Work is to be carried out.
- The ‘Purpose’ means the use for the Work as stated in the Contract.
- The ‘Quotation Period’ means the period of time between PSS receiving an invitation from the Client to provide a quotation for the work and the date by which PSS must submit their quotation.
- The ‘Plans’ means the drawings, digital data, photographs, listings, reports or any other supporting documentation.
2. Sufficiency of Quotation
Insofar as is reasonably possible during the Quotation Period, PSS shall be deemed to be satisfied before submitting the quotation as to the nature and requirements of the Work, the conditions under which the Work will be completed and the correctness and sufficiency of the quotation.
The documents forming the Contract are to be taken as mutually explanatory of each other and in cases of discrepancy the Specification shall prevail.
The Client warrants that all relevant information has been provided regarding the nature and scope of the Work and the Purpose and any unusual conditions which may apply.
3. Commencement of Work
PSS shall not be obliged to commence the Work until requested in writing to do so by the Client. Once Work has commenced the Client shall not cancel the Contract without compensating PSS in full for the Work done to notification of cancellation together with a payment of 25 per cent of the Contract Price remaining.
4. Execution and Completion of Work
PSS will perform the Work with reasonable skill and care and in a good and workmanlike manner in compliance with the Contract using equipment and workmanship of the quality and standard specified. Where delivery is refused or where PSS is unable to deliver due to circumstances beyond their control, such as but not limited to inclement weather, traffic, illness and inability to gain access to the Site, PSS is entitled to treat the Contract as being fulfilled and invoice the Client accordingly. Work which the Client reasonably considers fails to meet the standards contained in the Specification shall be returned to PSS within 60 days of receipt for correction at PSS’s own expense. If such Work is found, on being checked by PSS, to be within the standards specified then the costs incurred by PSS in checking shall be payable by the Client.
5. Extension of Time for Completion of Work
The Work shall be completed in accordance with the agreed programme and dates or within such time as may be agreed with the Client. Any request by PSS for extension of time shall be made in writing to the Client within seven days of PSS being aware of such need arising.
6. Variation to Work
If any instruction issued under the Contract shall require PSS to undertake work not provided for in or to be reasonably inferred from the Contract then PSS shall be entitled to an adjustment to the Contract Price. Any such instruction or variation order shall be made in writing by the Client and will not vitiate the Contract.
Unless otherwise agreed, any adjustment to the Contract Price shall be valued by PSS on a fair and reasonable basis, using where relevant rates and prices set out in the Contract and such valuation shall include any direct loss and/or expense incurred by PSS due to the regular progress of the Work being affected by compliance with such instruction.
The cost of additional Work hours spent in order to achieve compliance with the variation instruction or order will be included as part of the adjustment to the Contract Price.
PSS shall raise appropriate invoices in respect of the variations when the works are completed, and payment will be made in accordance with Condition 10.
7. Assignment or Sub-contracting
PSS may sub-contract part of the Work, whilst accepting full responsibility for the Work as if it had not been sub-contracted.
8. Entry on to Private Property
Where it is necessary for PSS to have access on to private property the Client will be responsible for obtaining any necessary permissions. The Client will also furnish PSS with a list of the occupiers and any letters of identification which may be needed.
9. Contract Price
A Contract Price by PSS does not constitute a Contract and PSS reserves the right to withdraw or amend the Contract Price at any time prior to PSS’s acceptance of the Client’s order.
Unless the Contract Price quoted is stated to be fixed, PSS shall have the right at any time to alter the Contract Price to take account of any errors or omissions.
The Contract Price shall be binding on PSS provided the Client shall not call off the Contract within a period of 3 months from the date of the quotation. Thereafter PSS may, by giving notice to the Client at any time before performance of the Work, increase the Contract Price to reflect any increase in the cost to PSS which is due to factors occurring after the making of the Contract which are beyond the reasonable control of PSS.
The Contract Price is exclusive of VAT which shall be due at the rate ruling on the date of the invoice.
Invoices may be submitted by PSS to the Client upon completion of the Work ordered by the Client. For recurring Work, invoices may be submitted at not less than monthly intervals for completed stages of the Work. Payment will be made within 30 days of the date of invoice. PSS may charge interest at a rate of 8 per cent over Bank of England base rate per month, on a daily basis, on overdue accounts without further notice. Only the final payment shall be taken as admission of the due performance of the Contract.
The terms for late payments are set out within the late Payment of Commercial Debts (Interest) Act 1999 (https://www.legislation.gov.uk/ukpga/1998/20/contents).
In the event that the Client fails to make payments in accordance with the provisions of this Condition PSS shall be entitled, without prejudice to any other rights it may have, to suspend delivery or performance of any outstanding Work (in whole or in part) without liability until payment in full of all outstanding sums has been made. The Client will be liable to reimburse PSS for the cost of suspension and remobilisation should Work be resumed.
Any extension of credit allowed to the Client may be changed or withdrawn at any time. If in the opinion of PSS the credit worthiness of the Client shall have deteriorated, PSS may require full or partial payment of the Contract Price prior to completion of the Work or the provision for security of payment by the Client in a form acceptable to PSS in order to proceed with the Work.
PSS shall not be liable for any inaccuracy of the Plans beyond the specified scale or accuracy, or for any matters resulting from their use for purposes other than that stated in the Contract. No liability shall attach to PSS in respect of any consequential loss or damage suffered by the Client.
Except in the case of personal injury (including death) caused by the negligent or wilful act or omission of PSS, PSS excludes liability to the Client 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 PSS, PSS shall not be liable to the Client in respect of loss of profit, business, revenue, goodwill, anticipated savings, indirect or consequential loss or damage.
12. Rights to Terminate the Contract
Should PSS be in breach of the Contract the Client may serve written notice on PSS specifying the breaches of Contract and requiring them to be remedied within 30 days. Failing such remedy the Client may terminate the Contract by serving written notice to that effect on PSS. The Client may decide to use only so much of the Work, upon payment to PSS of such fees as they shall agree.
In the event of the Client failing to provide such matters as agreed in the Contract PSS shall be entitled to an extension of the Contract period for any consequent delay and to payment for any additional costs that PSS may reasonably incur.
In the event of the Client failing to make payments by the due date PSS shall have the right to suspend the Work until receipt of such payments and to receive payment for any additional cost arising from such suspension. If such period of suspension shall exceed 30 days PSS may, on giving the Client 14 days’ notice, terminate the Contract without prejudice to any of their other rights under the Contract and be entitled to the compensation laid down in clause 3.
13. Bankruptcy or Liquidation
If either party commits an act of bankruptcy or has a Receiving Order made against them the Work may be suspended and the Contract terminated upon written notice being served.
14. Force Majeure
PSS shall not be liable for any failure to perform the Work either at all or within any particular time if performance is delayed, hindered or prevented by any circumstances beyond PSS’s control. After a period of seven days from the start of such circumstances either party may give notice to determine the Contract forthwith. The Client shall pay PSS for the Work undertaken together with such additional costs to which PSS has been committed or might reasonably have incurred.
In this condition “force majeure circumstances” shall include any act of God, riot, strike, lock-out, currency restrictions, trade dispute or labour disturbances, accident, breakdown of plant or machinery, fire, flood, pandemic, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of PSS affecting the provision of the Services therefore by PSS’s usual source of supply or the manufacturer of the materials by PSS’s normal means or the delivery of the materials by PSS’s normal route or means of delivery.
The copyright and any other Intellectual Property Rights (IPR) in the Plans shall remain vested in PSS who will grant an irrevocable royalty-free licence for use by the Client for any purpose related to the Purpose once payment has been received in full.
Such licence may not be transferred to a Third Party without the written agreement of PSS. PSS may provide Plans prior to the issue of an invoice, under a temporary licence arrangement. The Client shall not remove any markings identifying PSS as the owner of the Copyright.
PSS shall respect any confidential documentation or information relating to the Work and make no unauthorised disclosure or use thereof.
If the Client enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with his creditors or if a Receiving Order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Client shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of the Client or its circumstances shall arise which shall entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a Winding Up Order or if the Client takes or suffers any similar action in consequences of the debt or commits any breach of any part of this or any other Contract between PSS and the Client, PSS may stop any works and suspend further works and by notice in writing to the Client may forthwith determine the Contract without liability upon its part and without prejudice to any other rights which it may have.
ln the event of termination of the Contract, PSS is to be paid by the Client for all works completed and for other direct loss and expenses incurred as a result of the termination.
18. Contract Governance
The Contract shall be governed by and construed according to English Law.
19. Dispute Resolution
In the event of any dispute between the parties, the parties may jointly appoint an independent mediator suitably qualified which may, without limitation, be a land surveyor, building surveyor, quantity surveyor or architect to resolve the matter.
The parties shall have the right to refer any dispute arising under the Contract to adjudication at any time, such adjudication shall be conducted in accordance with the provisions of Part 1 of the scheme for Construction Contracts (England & Wales) Regulations 1998.