1) Application of Terms

1.1    These General Terms and Conditions of Metisplan Limited (“the Company”) shall govern all services provided by the Company with any Client, to the exclusion of all other terms and warranties and representing only the terms upon which the Company trades, notwithstanding any terms and conditions that may be contained in any order or other form of contract entered upon for the provision of our services or from the Client.

1.2   Acceptance by the Client of services from the Company, or instruction to the Company to commence work, shall constitute unqualified acceptance of these terms and conditions. Any subsequent provision of services by the Compnay, shall be deemed to be subject to these conditions.

1.3   The Client agrees that if, within 2 years of the last work done for the Client by the Company, the Client directly or indirectly employs any direct or indirect employee of the Company, the Client will pay the Company 1 year’s fee earning capacity of that person which is agreed as being a genuine pre-estimate of the losses to the Company of finding and training a replacement member of staff together with other losses such as the reduced fee earning ability of the Company.

2) Timescales of Delivery

2.1   Any stated completion dates for the Services are reasonable estimates only, and time shall not be of the essence. The Company will, however, use our reasonable endeavours to comply with any agreed timetable as agreed by the Company and the Customer.

2.2   The Client recognises that for the Company to perform the Services in a timely fashion and to meet any agreed timetable, they must respond to questions, requests for information or clarification, or anything else sought. The Client acknowledges that if they fail to do this the length of time it will take for the Company to carry out the service may be prolonged.

3) Quotations

3.1   Any estimate, quotation shall constitute an invitation to treat any order or contract placed by a Customer, shall constitute an offer, which the Company may accept or decline.

3.2   Without prejudice to the above, the Company reserves the right to withdraw or amend a quotation at any time before receipt of an unqualified order/agreement from the Customer and each quotation shall be deemed withdrawn unless accepted within the period for acceptance stated on the quotation, or if not such period is stated, 30 days from the date of the quotation.

4) Price

4.1   The Company reserves the right by giving notice before commencing work to increase the price of the Services, to reflect any increase in cost, overhead or similar.

4.2   The Company reserves the right at all times to require payments in advance on account and/or forms of personal or parent company guarantee.

4.3   Estimated or quoted and any other prices do not include any applicable VAT, unless otherwise stated.

4.4   The Client agrees to reimburse the Company for any and all disbursements that are reasonably incurred in the course of providing any services to the Client.  These may include, for example: external consultant fees; postage and other courier charges; accommodation expenses; and fees for copying of plans or programmes.

4.5   The Company can, if required, conduct proceedings in languages other than English.  However, the cost of engaging translation services will be additional to the Company’s normal fees and will be the cost of the translation service, plus 10% for administration.  This is in addition to any extra time necessary for Company staff.

4.6   From time to time a fixed fee shall be agreed by both the Client and the Company by means of a written contract, summarising the requirements or work necessary. In those cases, these terms and conditions will apply to all the agreement.

4.7   The Client acknowledges that any change in scope of the services, extra work, additions, modifications, alterations or variations, or anything else that might change the service provided may lead to additional fees from the Company. The Company reserves the right to charge for any change in scope of the services, extra work, additions, modifications, alterations or variations, or anything else that might change the service provided, howsoever arising.

4.8   Please note any approved third party costs may be invoiced prior to commissioning and the Company accordingly reserves the right to wait until such costs have been paid before commissioning or commencing such work.

4.9   Our Standard rate card is available upon request.

4.10   Travel time will be billed at the applicable hourly rate unless otherwise agreed.

5) Payment

5.1   The Client expressly agrees that payment terms are strictly 30 days from the date of the invoice, unless otherwise stated and/or agreed by the Company in writing.

5.2   The parties agree that the services provided qualify as a ‘construction contract’ for the purposes of the Housing Grants and Construction Regeneration Act 2006 (as amended). The parties agree that the Company has the right to make applications for payment under this or any contract..

5.3   Non-payment by the due date will entitle the Company to suspend further services after 7 (seven) day’s notice.

5.4   The Company reserves the right to claim statutory interest at 8% above the Bank of England base rate from the date any invoice becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.5   The Client may not withhold payment in respect of any part or whole price or fee by reason of claims or alleged claims and except where expressly provided in these conditions, all rights of set off in common law and in equity are excluded.

6) Warranty

6.1   The Company will provide the services using reasonable care and skill in accordance with the contract/order unless prevented by circumstances beyond their reasonable control or any that could not have been foreseen at the time of entering in to agreement or commencing the work (whichever was earlier).

6.2   The Client expressly agrees to accept reasonable tolerances in respect of quantity, quality, measurements, colour variation, markings and appearance of products and information, data or other output from the Company.

6.3   Any samples, drawings, descriptive matter, or advertising produced by the Company and any illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the products described in them. They shall not form part of the Contract or have any contractual force.

6.4   The limit of the Company’s liability to the Client or any party to whom liability may accrue by virtue of the Company’s work for the Client is limited to the limit of the Company’s relevant Professional Indemnity Insurance (a copy of which is available on request and the contents of which are deemed to be known by the Client).  Any liability is further limited to the part of any loss, cost, expense or otherwise which is proportional to the Company’s responsibility.  Further, if the Client fails to promptly notify the Company in writing that it intends to or may decide to make a claim against the Company, the Company’s liability is limited to the extent that its insurance is not engaged for want of written notice.

7) Termination and Insolvency

7.1   The Company may by 7 day’s notice in writing to the Client cancel any agreement for the provision of services and any other orders or agreements between the parties.

7.2   In the event that either party becomes insolvent, the other party shall immediately be relieved of any further obligations under any agreement.

8) Intellectual Property Rights

8.1   The Client agrees that all intellectual property rights, including, but not limited to copyright, of all documents, information, data or other output which the Company has produced will remain with the Company.  The Company is not responsible for any adverse consequence arising out of the use of any such document or amendment in any other matter or circumstances not expressly authorised in writing by the Company.

8.2   The Company owns and retains all intellectual property rights know-how and confidential information in the services provided and information, data or any other output produced.

8.3   The Company grants the Client a license to use any information, data or any other output produced solely for the purpose for which the Company understands that it is intended. Any other use without obtaining a further license from the Company will be an infringement of the Company’s intellectual property rights.

8.4   The Client agrees that the Company can exercise a lien on its own and on all documents and files belonging to the Client whether relating to the subject matter of this an agreement or otherwise, until all sums due or prospectively due have been paid in full.

9) Duty of Confidentiality

9.1   The Company will use its best endeavours to preserve the confidential information of the other and/or comply with the other’s reasonable requirements in this regard. The Client recognises that the Company’s methods of working and pricing structures are proprietary and are not generally in the public domain.

9.2   The Company relies upon the Client to inform them if any information or material produced to us in connection with the Services are confidential and all such materials supplied to us must be marked accordingly as “confidential”.

10) Publicity

10.1   Once the Project is completed and in the public domain, the Company shall have a right to reasonable publicity (including but not limited to the inclusion in any publication of our work in whatever media) of the work created in the provision of the Service.

10.2   The Company reserves the right to require, and the Client agrees that, any reference or attribution to be made or removed from work provided as part of the Service.

11) Force Majeure

11.1   The Company shall have no liability for delays in performing any obligations to the Customer due to any cause of whatever nature outside the reasonable control of the Company.

11.2   In such event, the Company may without liability cancel or vary the terms of the contract including extending the time for performing it.  The Customer shall take or pay for such part of the Products as the Company shall be able to delivery.

12) Law

12.1   These Term and Conditions shall be governed by and construed in accordance with the laws of England.  The Client agrees to the exclusive jurisdiction of the Courts in England and Wales.

12.2   If any provision of this Agreement is held to be invalid by any judicial, arbitral or other competent authority all other provisions will remain in full force and effect and will not in any way be impaired.

12.3   Any omission to exercise, or delay in exercising, any right or remedy under this Agreement will not constitute a waiver of that, or any other, right or remedy. Any exclusion, waiver or variation of these terms and conditions is only effective if made in writing and signed by a director of the Company.