Terms & conditions

These Terms of Business apply to all contracts for services provided by us, Rural Solutions Limited, a company registered in England & Wales with company number 6839914 and registered office at One, St Peter’s Square, Manchester, United Kingdom, M2 3DE, (The Company) to you.

These Terms set out the basis upon which we are willing to provide services to you.

The Services will be set out in a Project Statement and agreed by you and us. Where you are a Consumer Client, Schedule 1 shall also apply. Where Schedule 1 applies, you have the right to cancel each Contract within the cancellation period set out in Schedule 1 and the relevant Project Statement.

1. Interpretation

1.1: In these Terms, unless the context otherwise requires, the following expressions will have the following meanings:

“Business Client” means a company, firm, authority, organisation, sole trader or individual purchasing Services wholly or mainly for purposes relating to their trade, business, craft or profession.

“Consumer Client” means an individual purchasing Services wholly or mainly for purposes outside their trade, business, craft or profession.

“Client”, “you” and “your” means the person, company, firm, sole trader, authority or organisation purchasing Services from The Company, as applicable.

“The Company”, “RSL”, “we”, “us” and “our” means Rural Solutions Limited.

“Confidential Information” means any information relating to the business and affairs of a party, the discussions which take place between you and us, the advice we provide, the know-how we divulge, the contents of any report or Deliverable which a party regards, or could reasonably be expected to regard, as confidential, whether or not marked as confidential, and any information derived or obtained from such information.

“Contract” means any agreement between you and us comprising these Terms for the provision of Services and/or Deliverables as set out in a Project Statement which has been signed on behalf of both parties.

“Charges” means all monies payable under a Contract by you to us for the performance of the Services and/or the provision of the Deliverables in accordance with these Terms and a Project Statement.

“Consultant” means our personnel who are engaged in providing the Services.

“Deliverable” means the hard or soft copy documents, reports, advice, specifications or any items of work and their equivalent to be supplied by us under a Contract.

“Intellectual Property Rights” means copyrights, patents, utility models, trade marks, service marks, design rights, database rights, proprietary information rights and all other similar proprietary rights as may exist anywhere in the world.

“Project Statement” means any written document provided by us setting out the scope of Services to be undertaken and Deliverables to be provided, and agreed by you.

“Proposal” means any proposal, fee proposal, scope of works, quotation, letter of engagement or similar document issued by us in relation to the Services, which may form or accompany a Project Statement where expressly agreed.

“Services” means all services performed by us and all other obligations of ours under these Terms, including any services agreed to be undertaken in a Project Statement.

“T&M Rates” means our applicable time and materials rates.

“VAT” means Value Added Tax.

1.2: In these Terms:

Any reference to a notice is to a written notice.

Words importing the singular include the plural and vice versa.

A reference to legislation includes that legislation as amended, re-enacted or substituted from time to time.

a) If there is any conflict between these Terms and any subsequent Project Statement, then unless expressly stated, the terms of the Project Statement will apply.

2. General

2.1: The Company supplies all Services under these Terms, which shall be incorporated into all Contracts to the exclusion of all other terms or conditions.

2.2: These Terms shall not be treated as varied or waived unless expressly agreed in writing by the parties. Subject to any such agreement, the Contract has precedence over any other terms contained in other documents or letters.

2.3: Your acceptance, or acceptance on your behalf, of any delivery or performance by The Company shall be conclusive evidence of your acceptance of these Terms.

2.4: Each Contract supersedes all previous oral and written communications between The Company and the Client.

2.5: The Contract is personal to the Client. The Services, written reports, Deliverables and other communications are provided for the Client’s sole benefit. The Client is the only person entitled to rely upon the Services, written reports, Deliverables and other communications unless otherwise expressly agreed in writing by The Company.

2.6: No reliance, obligation or liability is acknowledged to any other person. Any request by the Client that The Company enters into a collateral warranty, letter of reliance, novation, assignment or similar agreement shall be at The Company’s discretion and subject to payment of such additional fee and such terms and conditions as The Company considers appropriate.

2.7: The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.

2.8: The Company will only use personal data, including personal details and contact information of the Client’s officers, employees, agents and subcontractors, in accordance with The Company’s privacy policy.

3. Appointment

3.1: You agree to engage The Company and The Company agrees to provide the Services in accordance with the provisions of the Contract.

3.2: The Proposal shall not constitute an offer. Your order constitutes an offer to purchase Services in accordance with the Contract. No order shall be deemed accepted other than by written acknowledgement issued by The Company or, if earlier, by The Company commencing provision of the Services.

3.3: Any subsequent variation to the Services from those set out in the Proposal must be agreed with The Company in writing. Any additional or alternative work arising from such agreed variation, or undertaken as additional Services requested by the Client or arising from compliance with the Client’s instructions or factors outside The Company’s control, shall be subject to additional or alternative Charges.

3.4: The additional or alternative Charges shall, at The Company’s discretion and where not already set out in the Proposal, either be agreed in writing between the parties or charged at T&M Rates, with any additional external costs charged at cost plus 25%.

3.5: Any work instructed and subsequently cancelled may attract abortive costs. Abortive costs will be charged at T&M Rates, with any external costs charged for recovery at cost plus 25%, plus VAT. The Company reserves the right to recover payment of compensation for all loss and expense arising directly or indirectly as a result of the cancellation.

4. Duration of the contract

4.1: We will provide the Services to you during the term of the Contract. The term shall be the period from your acceptance of the Project Statement until the Contract is completed, becomes impossible to complete, comes to an end as specified in the Project Statement, or is otherwise terminated in accordance with these Terms.

5. Performance of services

5.1: Services

a) We will not be required to undertake Services or provide any Deliverable without a Project Statement being agreed and signed by you.

b) We will ensure that our Consultant complies with all the terms and conditions of the Contract.

c) You will afford us and our Consultant all reasonable co-operation in all matters relating to the performance of the Contract, including such access and co-operation as you can reasonably provide and which the Consultant may reasonably require for the proper performance of the Services.

d) These Terms apply to the performance of the Contract by us. Any variation to these Terms and any representations about the Services and/or the Deliverables will have no effect unless expressly agreed in writing. If you wish to rely on any statement, promise or representation made or given by or on our behalf, please let us know so that it can be included in the Project Statement.

e) Each request for Services by you will be deemed to be an offer by you to buy Services subject to these Terms. No order placed by you will be deemed accepted until a Project Statement is issued by us or, if earlier, we deliver Services to you. You will ensure that the terms of any order and specification of Service requirements are complete, accurate and meet your requirements.

f) We do not provide legal, financial or valuation advice. If you require legal, financial or valuation advice, you should engage a lawyer, accountant or valuer as appropriate.

5.2: Consultants

a) We will ensure that appropriately skilled and experienced Consultants perform the Contract during such hours as may be agreed. You have the right to review and approve or reject any Consultant intended by us to perform the Contract.

b) A Consultant’s normal working week, for the purpose of this clause, means forty hours per week unless otherwise agreed in writing. If Consultants are required to work outside normal business hours, and in the absence of written agreement to the contrary, we will be entitled to charge you for all time expended.

c) We retain all responsibilities and rights of an employer towards and in relation to our employees. We do not second our employees or any of them to you, nor is it intended that you would become our employee or the employer of a Consultant.

5.3: Standard of Services

a) The Services will be performed using reasonable skill and care in a timely and professional manner using appropriately skilled and experienced Consultants.

b) We provide information, analysis and recommendations in good faith and to represent our professional judgement on the basis of information obtained from you and third parties. We cannot accept liability if any statements or information prove to be inaccurate.

c) The achievement of particular goals may depend on parties and factors outside our control and we cannot accept liability if any particular goal is not achieved.

d) Any illustrations, diagrams and similar in any Deliverable are intended only to illustrate particular information or points of argument.

e) Any concerns or complaints which you may have concerning the performance of the Contract or a Consultant should be notified as soon as reasonably practicable to us.

f) Whilst present on your premises, if reasonably required to perform the Services, the Consultant will act in a reasonable, common sense manner to preserve the health and safety of the Consultant and will not do anything which may reasonably be anticipated to harm you or a third party.

g) Any dates specified within a Project Statement for reaching particular points in a project are estimates only and will not bind us. You accept that in performing the Contract, we are often reliant upon third parties over which we have no control.

6. Intellectual property rights

6.1: The copyright in all Intellectual Property prepared by The Company or on behalf of The Company in connection with the project for delivery to the Client shall remain vested in The Company.

6.2: Subject to you paying the Charges in full, you will receive a non-exclusive licence to use the Deliverables and any other products of the Services solely for the purpose of participating in and completing the project, or series of projects, set out in the Project Statement.

6.3: You confirm and acknowledge that you shall have no right, title or interest whatsoever in all or any part of our Intellectual Property and that all right, title and interest in any part of such Intellectual Property identified, conceived, reduced to practice or created in the performance of the Contract by us will vest absolutely in us as sole owner.

6.4: You do not have the ability to grant a licence to use any Deliverables to any third party, such as the purchaser of a site from you. If any third party wishes to use a Deliverable, they must obtain our permission and additional licence fees will be payable.

6.5: If you require the release of drawings in any format other than PDF, such as DWG or CAD files, then additional licence fees will be payable and the use of those drawings may be subject to a further licence agreement.

7. Third-party referrals

7.1: The Client acknowledges that The Company may, from time to time, introduce third party organisations or individuals who may be capable of providing services or support relevant to the Client’s project or objectives. These parties are referred to in these Terms as “Introduced Parties”.

7.2: Any introduction of an Introduced Party is made strictly on a non-exclusive basis and solely for the Client’s consideration. The Company does not act as agent for, nor does it make any representation, warranty or guarantee regarding, the suitability, capability, performance or financial standing of any Introduced Party.

7.3: The Company will not provide scoping, pricing, technical advice or negotiation support on behalf of any Introduced Party unless expressly agreed in writing.

7.4: Where the Client chooses to engage an Introduced Party, any resulting contract, commercial terms, liabilities or obligations will be solely between the Client and the Introduced Party. The Company will have no responsibility or liability whatsoever for the acts, omissions, performance or non-performance of any Introduced Party.

7.5: The Client agrees that The Company may receive a referral fee or commission from an Introduced Party in accordance with a separate agreement between The Company and that party. Such referral arrangements will not affect the Charges payable by the Client under this Contract.

7.6: The Company shall not circumvent the Client in any dealings relating to the Services, and the Client shall not circumvent Rural Solutions Ltd in any dealings with an Introduced Party where The Company has facilitated the introduction in connection with the Services.

7.7: Nothing in this clause creates any partnership, joint venture or agency relationship between The Company and any Introduced Party.

8. Calculation and payment of fees and expenses

8.1: Charges and Payment

a) You will pay us the Charges at the rates set out in the Project Statement.

b) Where there is no Project Statement in place, the Charges will be calculated on a time and materials basis. This includes instructed work which is additional to the original project scope.

c) In addition to the Charges, you will reimburse us for reasonable out-of-pocket expenses, including but not limited to advertising fees, sub-contractor fees, photocopying, printing and reproduction costs, signage, mailshots, photography, governmental fees, receptions, courier charges, travel and hotel expenses incurred by us and/or any Consultant in performing the Contract. Mileage is charged at the rate of 60 pence per mile.

d) Where an hourly or daily rate is applied, we will maintain accurate records of the time spent by each Consultant.

e) Unless otherwise specified in the Project Statement, we will invoice you monthly in arrears. Each invoice will specify the time spent by each Consultant and any expenses. Payment will be due fifteen days from dispatch of the invoice to you, which will usually be by email.

f) We may raise invoices in advance of particular work being undertaken or provided or expenses being incurred.

g) Our hourly rates are set each calendar year and reviewed annually. Hourly rates applied are those adopted for the calendar year in which the work takes place. For projects continuing over the turn of a calendar year, we will notify you of any changes to hourly rates and these will apply to work from 1 January. Where this applies, increases in hourly rates will not exceed the RPI figure recorded by the Bank of England and last published prior to 1 January.

h) If payment is not made on the due date and subject to giving you written notice, we will be entitled, without limiting any other rights we may have, to charge interest on the outstanding amount at the rate of 4% above the current Bank of England base rate from the due date until the outstanding amount is paid in full. We may also add to the outstanding amount the costs incurred by us in securing payment from you.

8.2: Tax

a) All sums due to us under a Contract are exclusive of VAT, if any, which will be added to the Charges. The VAT will be shown on our invoice and also paid by you.

8.3: Disputed Invoices

a) In the event of a dispute as to the amounts invoiced, you will present to us, in writing, a detailed description of the dispute, the amount in dispute and all documentary and other evidence on which you base the dispute.

b) You will pay all portions of the undisputed invoice Charges.

c) You and we will co-operate in good faith to resolve any dispute within 30 days from the written notification. Whilst good faith negotiations are ongoing during that 30-day period, we will not apply default interest on the disputed fees or suspend performance of any part of the Contract.

d) If we agree with the dispute, or part of it, we will credit the Charges that have been calculated wrongly and/or collected by mistake. We will reimburse the credited amount to you by a date agreed with you, or if no date is agreed, by deducting it from the Charges due in the next and subsequent invoices until the credit has been fully applied.

9. Client responsibilities

9.1: You will provide such information as we may reasonably need concerning your intentions and operations, and answers to queries, decisions and approvals which may be reasonably necessary for us to perform the Contract. You are responsible for ensuring that such information and answers are accurate and complete, as we will rely upon them.

9.2: We may suspend performance of the Contract if we reasonably believe conditions at any site which needs to be visited in the course of performing the Contract represents a health or safety hazard to a Consultant. If this happens, we will notify you as soon as possible and identify the hazard concerned.

9.3: We will, subject to you providing copies of all relevant policies and procedures, observe and ensure our Consultants observe all policies and procedures pertaining to site safety, security and access to data as are applied by you to your own and visiting contractors.

10. Insurance and liability

10.1: The Company shall maintain a professional indemnity insurance policy covering The Company’s liabilities for negligence under the Contract, with a limit of indemnity of £5,000,000 in the aggregate. This policy is annually renewable and, whilst renewal is not automatic, The Company shall maintain such insurance at all times until six years from the date of completion or termination of the Services under the Contract, provided such insurance is available at commercially reasonable rates and terms.

10.2: The Company shall maintain a public liability insurance policy in respect of its own business requirements with a limit of indemnity of £10,000,000 in the aggregate.

10.3: The Company does not exclude its liability for death or personal injury caused by its negligence, fraud and/or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for The Company to exclude or restrict liability.

10.4: If for any period professional indemnity insurance is not available at commercially reasonable rates and terms, The Company shall inform the Client and shall obtain such reduced level of professional indemnity insurance as is available and as would be fair and reasonable in the circumstances for The Company to obtain.

10.5: The Company will be liable to the Client for direct damage to tangible property in relation to the Services in an amount which will not exceed £1,000,000 unless otherwise agreed in writing by The Company.

10.6: The Company will not be liable for loss of data or use, indirect, consequential or special loss, any loss of or failure to realise expected profit, revenue or savings, or any other form of pure economic loss, whether the loss is direct or indirect, however arising. The Company will also not be liable for claims arising from delays, errors or losses arising from any third party the Client requires The Company to work with as part of a wider project which includes the provision of the Services.

10.7: Subject to the provisions of this clause and any additional protections applicable to Consumer Clients under Schedule 1, in all other cases our total liability under or in connection with a Contract, whether in contract, tort, negligence, under statute or otherwise, will not exceed repayment of Charges paid or £100,000, whichever is the lesser.

10.8: No action or proceedings under or in respect of the Contract, whether in contract, tort, negligence, under statute or otherwise, shall be commenced against The Company after the expiry of six years from the date of completion or termination of the Services under the Contract.

10.9: We do not accept liability for any changes in circumstances relating to factors including, but not limited to, law, regulations, exchange rates, tourism patterns, disposable incomes, travel patterns or any other matter due to, related to or flowing from the United Kingdom leaving the European Union, as these changes are unknown and cannot be predicted.

10.10: You acknowledge and agree that the allocation of risk contained in this clause is reflected in the Charges and recognises the availability of insurance and the fact that any Deliverable may be based on third party information over which we have no control, and that it is not within our control how and for what purpose the Deliverables are used by you.

10.11: The provisions of this clause shall survive termination and/or expiry of each Contract.

11. Confidentiality

11.1: Except to the extent permitted by law, neither you nor we will disclose any Confidential Information relating to the other without the other’s prior written consent. This provision shall not apply to information which enters the public domain in the proper course of the project to which the relevant Project Statement applies, including the use of a report in an application for planning permission, or information which is otherwise in the public domain, already in the receiving party’s possession, obtained from a third party who is free to disclose it, or required to be disclosed by a court or other competent authority.

11.2: Both you and we will, upon receiving a specific written request from the other, deliver up any Confidential Information belonging to the other, including copies made, following termination, expiry or cancellation of the Contract.

11.3: You and we will immediately inform the other if we become aware of the possession, use or knowledge of any Confidential Information by any unauthorised person, whether during or after the Contract, and will provide such reasonable assistance as is required to deal with such event.

11.4: Notwithstanding the remainder of this clause, we are authorised to disclose that you are a customer of ours regarding the Services in promotional material, together with a brief description of the Services.

11.5: Where you are a Consumer Client, the additional credit reference wording in Schedule 1 shall also apply.

12. Termination

12.1: You or we may terminate the Contract by written notice having immediate effect if the other party commits a breach of the Contract, other than a breach capable of remedy within 30 days of written notice, and such breach is not remedied forthwith at the request of the non-defaulting party.

12.2: You or we may also terminate the Contract by written notice having immediate effect if the other party is unable through death, sickness or injury to carry out its obligations, or if the other party ceases or threatens to cease to trade, becomes or is likely to become unable to pay its debts, becomes subject to insolvency, liquidation, bankruptcy, winding-up, administration, dissolution or similar proceedings, has a receiver appointed, allows a judgement to remain unsatisfied for more than 14 days, or fails to make payment when due of any sum owed to a third party.

12.3: You may terminate the Contract by not less than 30 days’ written notice to us.

12.4: Effects of Termination

a) In the event that a Contract is terminated for whatever reason, you and we will return to the other party all property belonging to the other party. Termination will not prejudice or affect any right of action or remedy which has accrued or will thereafter accrue to either party.

b) If the Contract is terminated, in addition to any other remedies available to us under the Contract or otherwise, we will be entitled to immediately invoice for undertaken work and incurred expenses which have not been invoiced as at the date of termination. You will pay all monies properly due together with any monies incurred by us in the performance of the Contract at the date of termination.

13. General

13.1: Privacy

a) Your privacy is important to us. Please review our Privacy Policy on our website detailing how we look after and use your data: Rural Solutions Privacy Policy.

13.2: Amendments

a) These Terms and the Contract will not be amended except with your and our prior written approval or by us issuing a Project Statement to be agreed by you.

13.3: Notices and Communications

a) Any notice or request required or permitted to be given or made under these Terms or a Contract will be in writing. Such notice or request will be deemed duly given or made when delivered by hand, mail, email or fax to the party to which it is required to be given or made at such party’s address specified in the Project Statement.

13.4: Waiver

a) Any waiver or relaxation, whether partly or wholly, of any of these Terms or of a Contract will be valid only if in writing and signed by you and us. It will apply only to a particular occasion, will not be continuing and will not constitute a waiver or relaxation of any other terms or conditions.

13.5: Severability

a) If any provision or part provision of a Contract is held invalid, illegal or unenforceable for any reason, such provision or part provision will be severed and the remainder of the provisions will continue in full force and effect as if the Contract had been executed with the invalid provision or part provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Contract, you and we will immediately commence good faith negotiation to remedy such invalidity.

13.6: Assignment and Sub-Contracting

a) We will not assign a Contract in whole or in part without your prior written consent. We may delegate or sub-contract our duties under a Contract to any suitably skilled and experienced third party provided that we remain responsible for performance of the Contract.

13.7: No Relationship

a) Nothing in these Terms or a Contract is intended to create, establish or constitute any relationship of partnership, joint venture, franchise or agency between you and us except as expressly provided or agreed, and you do not have the power to bind us without our prior written consent.

13.8: Entire Agreement

a) These Terms supersede all previous conditions, understandings, commitments, agreements or representations, other than fraudulent misrepresentations, whether oral or written, relating to the subject matter hereof. Together with the relevant Project Statement, these Terms constitute the entire agreement between you and us relating to the project set out in the Project Statement.

13.9: Force Majeure

a) We will not be liable for any delay in performing or failure to perform any of our obligations under a Contract caused by events beyond our reasonable control.

b) If a Force Majeure Event occurs, we will promptly notify you in writing of the reasons for the delay or stoppage and the likely duration, and will take reasonable steps to overcome the delay or stoppage.

c) If we have complied with this clause, our performance under the Contract will be suspended for the period that the Force Majeure Event continues, and we will have a reasonable extension of time for performance. Any costs arising from the delay or stoppage will be borne by us.

d) You or we may, if the delay or stoppage continues for more than 28 continuous days, terminate the Contract with immediate effect on giving written notice to the other, and in this case neither you nor us will be liable to the other for such termination. We will take reasonable steps to bring the Force Majeure Event to a close or find a solution by which the Contract may be performed despite the Force Majeure Event.

13.10: Exclusion of Third Party Rights

a) A person who is not a party to a Contract will have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

13.11: Governing Law, Jurisdiction and Dispute Resolution

a) The Contract shall be governed by and construed in accordance with English law, and The Company and the Client irrevocably and unconditionally submit to the jurisdiction of the English Courts.

b) Where the Housing Grants, Construction and Regeneration Act 1996 applies, any dispute between the parties may be referred to adjudication in accordance with The Scheme for Construction Contracts Regulations 1998, or any amendment or modification thereof being in force at the time of the dispute, as applicable to England, Wales, Scotland and Northern Ireland.

13.12: Codes of Conduct and Complaints

a) Some of our Consultants and the services they provide may be subject to additional rules due to their qualifications and/or professional membership. Chartered members of the architecture team, when providing architectural services, are subject to the Architects Registration Board’s Code of Conduct and the Royal Institute of British Architects Code of Conduct. Rob Hindle and William Fry are subject to the Royal Institution of Chartered Surveyors code of conduct. Chartered members of the planning team are subject to the Royal Town Planning Institute code of conduct.

b) If you have any queries or concerns about the Service you receive, please raise them with us. You may raise any queries or concerns with your main contact or, if you would prefer, one of our Directors. We consider all complaints carefully and in accordance with our complaints procedure, which is available on our website at Rural Solutions Complaints Procedure. Where our work is subject to professional codes of conduct, those professional bodies may also operate separate complaints procedures, but we ask that you raise the matter with us first.

Additional Terms for Consumer Clients

This Schedule applies only where you are a Consumer Client. If there is any conflict between this Schedule and the main Terms, this Schedule shall apply to the extent required to protect your legal rights as a Consumer Client.

1. Right of Cancellation

a) You have the right to cancel each Contract within 15 days of entering into the Contract for that project, as set out in the Project Statement.

b) To exercise your right of cancellation, you must give written notice to us by hand, post or email at the address or email address set out in the Project Statement, giving the project reference shown in the Project Statement.

2. Services Started During the Cancellation Period

a) If you ask us to begin providing Services during the cancellation period and you later cancel, you may be required to pay for the Services provided up to the date of cancellation, together with any expenses properly incurred.

b) If the Services have been fully performed with your agreement before you exercise your right to cancel, the right to cancel may no longer apply.

3. Refunds

a) If you cancel within the applicable cancellation period and no Services have been provided, we will refund any sums paid by you.

b) If you cancel within the cancellation period after requesting that Services begin, we may deduct an amount reflecting the Services provided and expenses properly incurred up to the date of cancellation.

4. Consumer Rights

a) Nothing in these Terms or the Project Statement affects your legal rights as a Consumer Client.

b) We will provide the Services with reasonable skill and care in a timely and professional manner using appropriately skilled and experienced Consultants.

5. Liability to Consumer Clients

a) We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Contract or our failure to use reasonable care and skill, but we are not responsible for loss or damage that is not foreseeable.

b) Loss or damage is foreseeable if it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example if you discussed it with us during the sales process.

c) You are responsible for the consequences of any use of the Deliverables other than as set out in the Project Statement.

d) We are not liable for business losses where we supply the Services and Deliverables for domestic and private use. If you use the Services or Deliverables for any commercial, business or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

e) We accept liability for physical damage to or loss of your tangible property only to the extent it results from our negligence or malicious intentional action, or that of our Consultants, employees, agents or sub-contractors, up to £1,000,000. However, we have no liability for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.

f) We accept liability for any breach of obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, to the extent that and if applicable, and for all other causes for which it is illegal or unlawful to restrict, limit or exclude liability.

6. Credit Reference and Payment Information

a) You consent and agree that we may use your personal data to make enquiries of and obtain reports from credit reference agencies and other third parties, who may record those enquiries. We may also disclose information about your payment record to credit reference agencies and other third parties. The information obtained from, or provided to, credit reference agencies or other third parties may be used by us when assessing the basis upon which we charge and for debt collection, tracing and fraud prevention purposes.

7. Governing Law for Consumer Clients

a) The main Terms provide that the Contract shall be governed by and construed in accordance with English law and that the parties submit to the jurisdiction of the English Courts. If you are a Consumer Client residing outside England, the Project Statement should confirm whether any additional local consumer rights or jurisdiction requirements apply before the Contract is signed.