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 number 6839914 and our registered office is at Canalside House, Brewery Lane, Skipton, North Yorkshire BD23 1DR, 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 be agreed by you and us.

1.INTERPRETATION

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

“Confidential Information” will mean 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 such information is reduced to a tangible form or marked in writing as “confidential”, and any and all information which has been or may be derived or obtained from any 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 and any 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 (whether registered or unregistered), 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 signed by you;

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

“VAT” means Value Added Tax.

1.2 In these Terms:

a) Any reference to a notice is to a written notice;

b) Words importing the singular include the plural and vice versa; and

c) 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. DURATION OF THE CONTRACT

2.1 We will provide the Services to you during the term of the Contract which will be the period from your acceptance of the Project Statement (as signified by countersigning the Project Statement) until the Contract is completed, becomes impossible to complete or comes to an end as may be specified in the Project Statement or is otherwise terminated under clause 8.

3.PERFORMANCE OF SERVICES

3.1 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 staff cooperation 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 and any variation to these Terms and any representations about the Services and/or the Deliverables will have no effect unless expressly agreed in writing. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not confirmed in writing by us.

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 to be accepted by us 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 and 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 or accountant as appropriate.

3.2 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 (40) hours per week, unless otherwise agreed in writing. We acknowledge that Consultants may be required to work outside normal business hours as may be reasonably requested by you, in the absence of written agreement to the contrary we will be entitled to charge you for all time expended.

c) Each party retains all the responsibilities and rights of an employer towards and in relation to its own employees. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other.

3.3 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 the information obtained from you and third parties. However, the achievement of particular goals may depend on parties and factors outside our control and we cannot accept any liability should any goal not be achieved or statements prove to be inaccurate. Any illustrations, diagrams or similar in any Deliverable are only intended to illustrate particular information or points of argument.

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

d) Whilst working on your premises, the Consultant will comply with the normal rules and regulations (in so far as the Consultant has been notified by you of these) governing your site and staff, provided always that you will permit the Consultant to have access to your premises to undertake Services where reasonably necessary.

e) 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.

3.4 Intellectual Property Rights

a) 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 for the sole purpose of participating and completing the project or series of projects set out in the Project Statement.

b) You confirm and acknowledge that you shall have no right, title or interest whatsoever in all or any part of our Intellectual Property and you confirm and acknowledge 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.

c) 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 then they must obtain our permission and additional licence fees will be payable.

d) If you require the release of drawings in any format other than .pdf (such as .dwg or .cad files), then additional license fees will be payable and the use of these drawings may be subject to a further licence agreement.

4.CALCULATION AND PAYMENT OF FEES AND EXPENSES

4.1 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 above you will reimburse us for reasonable out-of-pocket expenses which include but are 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 (subject to us complying with your standard travel and accommodation policies). Mileage is charged at the rate of 50 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 (15) days of dispatch of the invoice to you which will usually be done 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 are reviewed annually. Hourly rates applied are those adopted for the calendar year in which the work takes place. For projects that continue over the turn of a calendar year, we will notify you of any changes to hourly rates and these will be applied on work from 1st January. Where this is the case, we undertake that increases in hourly rates will not exceed the rate of the RPI figure as 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 (both before and after any judgment) at the rate of 4% above the current bank rate from time to time of the Bank of England 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.

4.2 Tax

a) All sums due to us under a Contract are exclusive of VAT, if any, which will be charged in addition to the Charges in accordance with the relevant regulations in force at the time concerned and will be paid by you against a valid VAT invoice.

b) We will be responsible for and will account for all our own tax including any income tax, National Insurance contributions and VAT to the relevant tax authorities.

4.3 Dispute

a) In the event of a dispute as to the amounts invoiced, you will:

i) 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;

ii) Pay all portions of the undisputed invoice charges; and

iii) You and we will cooperate, in good faith, to resolve any and all disputes within 30 days from the written notification sent in accordance with this clause. Whilst good faith negotiations are on-going during the 30 day negotiation period we will not apply default interest on the disputed fees or suspend performance of any part of the Contract.

b) If we agree with the dispute (or part of it) as raised, 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 and 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.

5.RESPONSIBILITIES

5.1 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 this information and answers.

5.2 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 or part of 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.

5.3 We will (subject to you providing copies of all relevant policies and procedures) observe, and will 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.

6. LIMITATION OF LIABILITY

6.1 You acknowledge that our obligations and liabilities in respect of the Contract are exhaustively defined in these Terms and the Contract. You agree that the express obligations and warranties made by us in the Contact are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with a Contract including (without limitation) as to the condition, quality, performance, merchantability or fitness for the purpose of the Services, the Deliverables or any part of them.

6.2 You are responsible for the consequences of any use of the Deliverables. In relation to the Contract and any obligations, Services or Deliverables, we will not be liable for any loss of profit or any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of production, loss of contracts, loss of operation time and loss of goodwill or reputation or loss of anticipated savings, even if we had been advised of their possibility.

6.3 You will indemnify us in respect of any third-party claim for any injury, loss, damage or expense occasioned by or arising directly or indirectly from your possession, operation, use, modification or supply to a third party of a Deliverable or any part of a Deliverable or any Service provided under or in connection with a Contract.

6.4 We accept liability for:

a) Death or injury caused by our negligence and that of the Consultants, our employees, agents or sub-contractors in the course of their engagement under a Contract without limit;

b) Physical damage to or loss of your tangible property to the extent it results from our negligence or malicious intentional action and those of the Consultants, our employees, agents or sub-contractors in the course of their engagement under a Contract up to the amount of £1,000,000 in respect of each incident or series of connected incidents;

c) Any breach of any 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 the same are applicable); and

d) All other causes for which it is illegal or unlawful to restrict, limit or exclude liability.

6.5 In all other cases not falling within clause 6.4 our total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with a Contract or based on any claim for indemnity or contribution will not exceed repayment of Charges paid or £100,000 (one hundred thousand pounds), whichever is the lesser.

6.6 We carry professional indemnity of £5,000,000, employer’s liability of £10,000,000, and public liability of £10,000,000 insurance which we consider adequate. This insurance covers us and each Consultant. If you consider that this level of cover is inadequate please let us know and we can obtain prices for increased cover.

6.7 We do not accept liability for any changes in any circumstances in relation 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.

6.8 You acknowledge and agree that the allocation of risk contained in this clause 6 is reflected in the Charges and is also a recognition of the availability of insurance and the fact that, inter alia, any Deliverable is based on third party information over which we have no control and it is not within our control as to how and for what purpose the Deliverables are used by you.

6.9 The provision of this clause 6 will survive termination and/or expiry of each Contract.

7.CONFIDENTIALITY

7.1 Except to the extent permitted by law, and subject to clause 7.4 neither party will disclose any Confidential Information relating to the other party without the other party’s prior written consent. This provision will not apply to any information which enters the public domain in the proper course of the project to which the relevant Project Statement applies (including, without limitation, the use of a report in an application for planning permission), which is in the public domain otherwise than in breach of these Terms and/or information in the possession of the receiving party prior to its disclosure to it in connection with the Contract and/or information obtained from a third party who is free to divulge the same and/or disclosure of information required by a Court of law or other competent authority.

7.2 Each party will upon receiving a specific request in writing from the other party deliver up any Confidential Information belonging to the other party (including any and all copies made) to the other party following the termination of the Contract.

7.3 Either party will immediately inform the other if it becomes aware of the possession, use or knowledge of any of the 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.

7.4 Notwithstanding the provisions of the rest of this clause 7 we are authorised to disclose that you are a customer of ours regarding the Services, to use your logo (if any) in promotional material together with a brief description of the Services.

8.TERMINATION

8.1 Notwithstanding anything to the contrary contained in a Contract either party (the “Non-Defaulting Party”) may terminate the Contract by written notice having immediate effect if:

a) The other (the “Defaulting Party”) commits any breach of the Contract (other than a breach which is capable of remedy within 30 days of written notice of remediable breach) and such breach is not remedied forthwith by the Defaulting Party at the request of the Non-Defaulting Party;

b) The Defaulting Party is unable through death, sickness or injury to carry out its obligations hereunder; or

c) The Defaulting Party ceases or threatens to cease to trade, becomes or is likely to become unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986) or becomes subject to or itself invokes, or evidences an intention to invoke, any law or proceedings (in any jurisdiction to which it is subject) relating to its insolvency, liquidation, bankruptcy, winding-up, administration or dissolution or to a rescheduling, composition or arrangement in respect of any of its debts, or the Defaulting Party has a receiver or other encumbrancer appointed over any part of its assets, allows a judgement against it to remain unsatisfied for more than 14 days or fails to make payment when due of any sum owed by it to a third party.

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

8.3 Effects of Termination

a) In the event that a Contract is terminated for whatever reason, each party upon receiving a specific written request in writing from the other will return to the other party all property belonging to the other party then in its possession. The termination of the Contract as provided for herein will not prejudice or affect any right of action or remedy which will have accrued or will thereafter accrue to either party.

b) If the Contract is terminated in addition to any other remedies that may be available to us either under the Contract or otherwise (and without prejudicing such rights) 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 its termination.

9.RESTRICTIONS

9.1 You will not until twelve (12) months after completion or termination of the Contract for whatever reason, directly or indirectly solicit or procure (otherwise than by general advertising) the employment of any Consultant or of any of our employees, agents or subcontractors involved in the performance of the Contract.

10.GENERAL

10.1 Privacy

Privacy is important to us. Please review our Privacy Policy on our website www.ruralsolutions.co.uk/privacy-and-cookies detailing how we look after and use your data.

10.2 Amendments

These Terms and the Contract will not be amended except with the prior written approval of authorised representatives of both parties or by us issuing a Project Statement to be agreed by you.

10.3 Notices and Communications

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 to be duly given or made when it will have been delivered by hand, mail, e-mail 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.

10.4 Waiver

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 or on behalf of each party and will apply only to a particular occasion and will not be continuing and further will not constitute a waiver or relaxation of any other terms or conditions.

10.5 Severability

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, the parties will immediately commence good faith negotiation to remedy such invalidity.

10.6 Assignment and Sub-Contracting

Neither party may assign a Contract in whole or in part without the prior written consent of the other (such consent not to be unreasonably withheld, delayed or conditioned). 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 the performance of the Contract.

10.7 No Relationship

Nothing in these Terms or a Contract is intended to create, establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.

10.8 Entire Agreement

These Terms supersede all previous conditions understandings commitments agreements or representations (other than fraudulent misrepresentations) whatsoever whether oral or written relating to the subject matter hereof and together with the relevant Project Statement constitute the entire agreement between the parties relating to the project set out in the Project Statement.

10.9 Force Majeure

a) Neither party will be liable for any delay in performing or failure to perform any of its obligations under a Contract caused by events beyond its reasonable control (“Force Majeure Event”).

b) The party claiming the Force Majeure Event will promptly notify the other 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 that party has compiled with sub-clause (b) above, its performance under the Contract will be suspended for the period that the Force Majeure Event continues, and the party will have an extension of time for performance which is reasonable. As regards such delay or stoppage:

i) Any costs arising from the delay or stoppage will be borne by the party incurring those costs;

ii) Either party, 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 neither party will be liable to the other for such termination; and

iii) The party claiming the Force Majeure Event will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which the Contract may be performed despite the Force Majeure Event.

10.10 Exclusion of Third Party Rights

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 this Agreement.This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

10.11 Governing Law, Jurisdiction and Dispute Resolution

These Terms and each Contract will, unless specified otherwise in the relevant Project Statement, be governed, construed and will take effect in accordance with the laws of England and subject to the exclusive jurisdiction of the English courts.

10.12 Codes of Conduct and Complaints

Some of our people and the services they provide may be subjected to additional rules due to their qualifications and/or professional membership:

a) The chartered members of’ the architecture team when providing architectural services are subject to the Architects Registration Board’s Code of Conduct Royal Institute of British Architects (RIBA) Code of Conduct.

b) Rob Hindle and William Fry are subject to the Royal Institution of Chartered Surveyors (RICS) code of conduct.

c) The chartered members of’ the planning team are subject to the Royal Town Planning Institute (RTPI) code of conduct.

10.13 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 and you will find their contact details available on our website. We consider all complaints carefully and in accordance with our complaints procedures which is available on our website at: www.ruralsolutions.co.uk/complaints-procedure. Where our work is subject to professional codes of conduct (see, for example, clause 10.12), these professional bodies also operate separate complaints procedures which you may wish to utilise, but we would ask that you raise the matter in question with us first