1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
‘Client’ the person firm or company named in the Project Proposal for whom the Company has agreed to provide the Consultancy Services.
‘Commencement Date’ [the date for commencement of the Consultancy Services specified in the Project Proposal]
‘Company’ Constructive Earth Limited (Registered No: 05976001) whose registered office is at 18 Shadow Wood Drive, Miskin, Mid Glamorgan, CF72 8SX.
‘Contract’ any contract between the Company and the Client for the provision of Consultancy Services incorporating these conditions.
‘Consultancy Fees’ the Fees payable by the Client to the Company for the provision of the Consultancy Services details of which are set out in the Project Proposal.
‘Consultancy Services’ the services to be provided by the Company for the Client as set out in the Project Proposal.
‘Document’ includes in addition to a document in writing a map plan design drawing picture or other images or any other record and any information in any form.
‘Input Material’ any Documents or other materials and any data or other information provided by the Client relating to the Consultancy Services.
‘Output Material’ any Documents or other materials and any data or other information provided by the Company relating to the Consultancy Services.
‘Project Proposal’ the Project Proposal to which these conditions are appended.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.

2. Application of Terms
2.1 Subject to any variation under clause 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to the provisions of the Consultancy Services and any variation to these conditions and any representations about the Consultancy Services shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

3. Consultancy Services
3.1 The Company shall provide the Consultancy Services to the Client subject to these conditions.
3.2 The Consultancy Services shall be provided in accordance with the Project Proposal.
3.3 The Company without notifying the Client may make any changes to the Consultancy Services which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Consultancy Services.
3.4 Where the Contract provides the Consultancy Services will be provided by a named individual and the Company agrees to take all reasonable steps to ensure that person will be available for the proper performance of the Consultancy Services for the duration of the Contract.
3.5 The Company further agrees to obtain the Client’s agreement to any significant substitution of personnel that is necessitated by unforeseen circumstances.

4. Conflicts of Interest
4.1 The Company will decline any third party contract that would create a conflict of interest with the Consultancy Services. If a conflict becomes apparent the Company reserves the right to evoke clauses 4.2 and 4.3.
4.2 The Company will bring to the attention of the Client any conflict of interest that may arise between the Client’s instructions and the terms under which the Company is acting or has acted for another client at the time that it becomes apparent to the Company. The Client and the Company may agree to vary the Contract to the extent that it is affected by the conflict of interest.
4.3 The Company will have the right to terminate the Contract in the event of a conflict of interest if as a consequence the Company is unable to proceed with the Contract and maintain its fiduciary duties to the Client. In the event of termination pursuant to this clause 4.3 the Company shall be entitled to receive payment in full for hours worked and expenses incurred to the date of termination including all due contract stage payments but not including any performance related fees payable under the Contract.

5. Materials
5.1 The Client shall at its own expense supply the Company with all necessary Documents or other materials and all necessary data or other information relating to the Consultancy Services within sufficient time to enable the Company to provide the Consultancy Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
5.2 The Client shall at its own expense retain duplicate copies of all Input Material and insure such materials against their accidental loss or damage. The Company shall have no liability for any loss or damage howsoever caused to such Input Material.
5.3 The property and any copyright or other intellectual property rights in:-
(a) any Input Material shall belong to the Client;
(b) any Output Material shall unless otherwise agreed in writing between the Client and the Company belong to the Company but the Client shall be entitled to use the Output Material for the purpose of utilising the Consultancy Services by way of a non-exclusive licence subject to any restrictions set out in the Project Proposal and to payment in full of all sums payable under the Contract.
5.4 The Client warrants that any Input Material and its use by the Company for the purpose of providing the Consultancy Services will not infringe the copyright or other rights of any third party and the Client shall indemnify the Company against any lost damages cost expenses or other claims arising from any such infringement.
5.5 The Company warrants that any Output Material used by the Client for the purpose of utilising the Consultancy Services will not infringe the copyright or other rights of any third party and the Company shall indemnify the Client against any lost damages cost expenses or other claims arising from any such infringements.

6. Consultancy Fees
6.1 The Client shall pay the Consultancy Fees.
6.2 Where the Consultancy Services are being provided on a time/cost basis the Consultancy Fees will be based on the time the Company spends in providing the Consultancy Services. Chargeable time includes time spent writing letters, emails, making or receiving telephone calls and emails, attending the Client, considering and preparing documentation, travelling and waiting time.
6.3 The Company will upon request from the Client provide full details of time spent in providing the Consultancy Services.
6.4 If the Consultancy Services are provided on a daily rate basis a day shall mean up to 8 hours work. Any work carried out beyond 8 hours in a day shall be charged pro rata to the Client.
6.5 Where the Consultancy Fees are to be paid in stages the due date of payment of each stage shall be the relevant date or the occurrence of the relevant milestone as set out in the Project Proposal.
6.6 The Company shall be reimbursed all reasonable travelling hotel and other out of pocket expenses properly incurred by the Company in the provision of the Consultancy Services.
6.7 The Company reserves the right at its discretion to charge for any reasonable costs incurred in connection with any variation in or delay in the provision of the Consultancy Services resulting from the Client’s instructions or lack of instructions.
6.8 All sums payable in respect of the provision of the Consultancy Services shall be exclusive of VAT for which the Client shall be additionally liable at the applicable rate from time to time.
6.9 Unless otherwise agreed in writing between the parties all sums payable by the Client to the Company under the Contract:-
a) shall be paid on the due date specified in the Project Proposal or if no date is expressly stated no later then 30 days of the date of the Company’s invoice;
b) shall be made in Sterling and in accordance with any instructions set out in the Project Proposal and/or the Company’s invoice.
6.10 The Company may require the Client to pay a sum on account of the Consultancy Fees in advance of the provision of the Consultancy Services. Any advance payments will be deducted from the Client’s final invoice. If the Company requests payment in advance the Client acknowledges that the Company will not commence the provision of the Consultancy Services until payment has been received in full.
6.11 All amounts due under the Contract shall be paid in full without any deduction or withholding other than as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
6.12 If the Client fails to pay any sum payable under the Contract then without prejudice to any other rights and remedies available to the Company the Company may;
a) withhold delivery of any final reports to be provided in the provision of the Consultancy Services;
b) suspend performance of the Consultancy Services;
c) charge the Client interest on the overdue amount payable by the Client immediately on demand from the due date up to the date of actual payment after as well as before judgement at the rate of 4% per annum above the base rate for the time being of HSBC Bank Plc.
6.13 If the Company elects to suspend performance of the Consultancy Services in accordance with clause 6.12 (b) the Company shall not be liable for any costs losses damages expenses incurred by the Company as a consequence of the suspension of the Consultancy Services.
6.14 All sums payable to the Company under the Contract shall become immediately due on the termination of the Contract.

7. Confidentiality
Each party agrees and undertakes that during the term of the Contract and thereafter it shall keep confidential and shall not save for the purpose of providing or utilising the Consultancy Services use for its own purposes nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into the possession of that party from a third party.

8. Warranties and Liabilities
8.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omission of its employees, agents and sub-contractors) to the Client in respect of any breach of the Contract and/or any representations statement or tortuous act or omission including negligence arising under or in connection with the Contract.
8.2 Nothing in these conditions excludes or limits the liability of the Company:-
a) for death or personal injury caused by the Company‘s negligence;
b) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability;
c) for fraud or fraudulent misrepresentation
8.3 The Company shall provide the Consultancy Services using all reasonable skill and care and as far as reasonably possible in accordance with the Project Proposal and at the intervals and the times referred to in the Project Proposal.
8.4 The Client acknowledges that any times for performance of the Consultancy Services set out in the Project Proposal have been set by the Company acting in good faith but are intended to be estimates only and time for performance of the Consultancy Services shall not be of the essence.
8.5 The Company shall have no liability to the Client for any loss damage cost expenses or other claims for compensation arising from any information documentation material data or instructions supplied by the Client which are incomplete inaccurate incorrect illegible out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
8.6 Where the Company supplies in connection with the provision of the Consultancy Services any goods (including Output Material) supplied by a third party the Company does not give any warranty guarantee or other term as to its accuracy quality fitness for purpose or otherwise but where possible shall assign to the Client the benefit of any warranty guarantee or indemnity given by the person who supplies the goods to the Company.
8.7 The Company provides the Consultancy Services based upon information available at the time. The Client should carefully consider any information and advice provided by the Company before deciding to act upon it/them. The Client acknowledges that it is for the Client to decide whether to accept and/or implement any advice or recommendations put forward by the Company.
8.8 Subject to clause 8.2:-
a) the Company’s total liability in contract tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount of Consultancy Fees paid for the provision of the Consultancy Services;
b) the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise in each case whether direct indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused which arise out of or in connection with the Contract).

9. Duration and Termination
9.1 Save where the Consultancy Services are provided on a retainer basis the Contract shall commence on the Commencement Date and shall continue subject to the early termination provisions set out in these conditions until the Consultancy services have been provided in accordance with the Project Proposal.
9.2 In the event that the Company has agreed to provide the Consultancy Services on a retainer basis the Contract shall continue for an initial period of 12 months and thereafter shall be automatically renewed for a further period of 12 months unless terminated by either party giving to the other not less then 90 days notice.
9.3 Where the provision of the Consultancy Services is dependant upon the availability of a named person and, in the event that a suitable replacement cannot be found, that person becomes unavailable at any time during the Contract for a continuous period of sixty days or more either party shall be entitled to terminate this Contract forthwith by giving written notice to the other.
9.4 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other to terminate the Contract with immediate effect if:-
a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
b) a party becomes bankrupt or an order is made or a resolution is passed for the winding up of the other party or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party;
c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
d) a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party or if any other person takes possession of or sells the other party’s assets;
e) if the other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
f) the other party ceases to trade;
g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

10. Force Majeure
10.1 The obligations of each party under the Contract shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm in connection with the performance of the Contract.
10.2 In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than [2] months either party may terminate the Contract on 30 days notice.

11. Recruitment of Personnel
11.1 If during the Contract or in the 2 year period following the termination of the Contract the Client shall offer employment to or enters into a contract for services with any Consultant who was engaged in the provision of the Consultancy Services the Client shall pay to the Company a finders fee equal to 30% of the first years gross remuneration payable by the Client to the Consultant.
11.2 For the purpose of clause 10.1 Consultant shall include all employees of the Company and any agents or subcontractors engaged by the Company to provide the Consultancy Services.

12. Disputes
The Parties will attempt in good faith to negotiate a settlement of any claim or dispute between them arising out of or in connection with the Contract but if the matter is not resolved by negotiation, the parties will refer the dispute to mediation in accordance with the procedure of the Centre for Civil Dispute Resolutions.

13. Communications
13.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:-
13.1.1 in the case of communications to the Company to such address as shall be notified to the Client by the Company marked for the attention of the Company’s duly authorised representative the identity of whom shall be notified to the Client by the Company;
13.1.2 in the case of communications to the Client to the registered office of the addressee if the Client is a company or in any other case to the address set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Client marked for the attention of the Client’s duly authorised representative.
13.2 Communications shall be deemed to have been received:-
13.2.1 if sent by pre-paid first class post, two days (excluding Saturdays Sundays and bank and public holidays) after posting (exclusive of the day of posting);
13.2.2 if delivered by hand on the day of delivery;
13.2.3 if sent by fax on a working day prior to 4.00pm at the time of transmission and otherwise on the next working day.

14. General
14.1 The parties are not partners or joint venturers nor is the Company able to act as agent of the Client save as is authorised by this Contract.
14.2 The Company may assign the Contract or any part of it to any person firm or company. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
14.3 Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.4 If any provision of these conditions is found by any court tribunal or administrative body of competent jurisdiction to be wholly or partly illegal invalid void voidable unenforceable or unreasonable it shall to the extent of such illegality invalidity voidness unenforceablility or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of it rights under this Contract.
14.6 Any waiver by the Company of any breach of or any default under any provision of the Contract by the Client shall not be deemed a waiver of a subsequent breach or default and shall in no way affect the other terms of this Contract.
14.7 The parties do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.8 English law shall apply to the Contract and the parties shall submit to the non-exclusive jurisdiction of the English Courts.