This document forms the basis of Agreement for the Appointment of TecFire Ltd.
1.1 Agreement
This document together with the associated scope of services and quotation and any accompanying letter or email forms the basis of your agreement for the appointment of TecFire Ltd. (‘Agreement’).
1.2 Parties to the Agreement
In this Agreement references to “we”, “us” and “our” are references to TecFire Ltd. (“TecFire”) a limited liability company registered in the UK. The Registered Office address is Southgate Chambers, 37-39 Southgate Street, Winchester, SO23 9EH. The Company Number is 5694069.
We may from time to time engage sub-consultants to perform our obligations to you under an appointment but in such event your relationship remains solely with TecFire, who has the sole legal liability for the work done for you and for any act or omission in the course of that work. No member, consultant or employee of TecFire or of any sub-consultant will have any personal legal liability for that work whether in contract, tort or negligence. In particular, the fact that an individual member, consultant or employee of TecFire or any sub-consultant signs in his or her own name any letter or other document on behalf of TecFire in the course of carrying out that work does not mean that he or she is assuming any personal legal liability for that letter or document. No reference to a “partner” is to imply that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.
References to ‘you’ or ‘your’ refer to the person, company or other entity engaging the services of TecFire whether for themselves or a third party. Where you engage our services on behalf of a third party you warrant that you have the authority to enter into this Agreement with TecFire on behalf of the third party client.
1.3 Performance of Services
Services that we or any sub-consultant appointed by us perform pursuant to our Agreement (‘Services’) shall be performed exercising all the reasonable skill, care and diligence to be expected of a properly qualified and competent consultant experienced in carrying out work of a similar nature, size, scope and complexity as the instruction.
1.4 Fee Basis
The basis of our fee for individual instructions will be confirmed to you in writing. Unless stated otherwise, fees are quoted exclusive of expenses, disbursements and VAT. Where a time charge fee is agreed we will charge you for all time that our professionals spend on your work under our appointment. Hourly rates depend on the experience of the personnel involved in your matter and the type of work being undertaken. Unless agreed otherwise we may invoice you each month, and reserve the right to do so regardless of whether the work is complete.
1.5 Expenses and Disbursements
Travel and subsistence, specialist testing, specialist equipment hire, photography, bulk printing and couriers, planning and building regulation application fees, etc. are all charged in addition to time costs or other fees unless agreed otherwise. We may add a handling and finance charge to disbursements.
1.6 Other Costs
When the appointment of specialist consultants is required, unless we expressly agree in writing to appoint such consultants as our sub-consultants, we expect that appointment to be made directly by our clients to provide a separate contractual relationship. Save for costs of sub- consultants appointed directly by us, costs of consultants working under our control are to be met directly by our clients unless otherwise agreed.
1.7 Payment Terms
Payment is due upon receipt of the invoice. We reserve the right to charge interest at 8% over the base rate of the Bank of England on any accounts which are overdue, and to charge a reasonable additional fee to cover the cost involved in recovering the overdue payments, in accordance with the schedule recommended by the Late Payment of Commercial Debts (Interest) Act 1998.
1.8 Inspections
Where access to premises is arranged but is not available at the confirmed time and date, resulting in an abortive visit, or if we find that access is restricted to some parts of the building and that a return visit is required, we reserve the right to charge for additional time spent and expenses incurred.
1.9 Health and Safety
We require to be informed in advance of visiting premises for the purpose of carrying out our services, of any relevant issues that may affect the health and safety of our personnel, for example dangerous structures or contamination. As required by the Control of Asbestos Regulations 2012, a duty holder must take reasonable steps to find asbestos containing materials and provide information on the location and condition of the material to anyone who is liable to work on or disturb it. If an up to date asbestos survey or information on significant risks has not been provided, an aborted site visit fee may be charged to the Client if the site risk assessment determines it is unsafe for our operative to perform their duties.
1.10 Suspending and Terminating Instructions
You may terminate or suspend the Agreement by giving 14 days written notice. If either party becomes insolvent the other may suspend performance or terminate the Agreement by giving written notice. In the event that you are in default over payment we may, on giving 7 days written notice, suspend performance of our services. Performance would be resumed upon payment. We may terminate the Agreement if you materially breach your obligations and have failed to remedy the breach in the 14 days following notice served by us. In all cases you shall pay all fees and expenses due, commensurate with the services performed, including time spent in closing down the instruction. We reserve the right to invoice for the greater of a time-charge for the work carried out or:
Lump-sum fixed fees: Pro-rata the fee by reference to the stage that work has reached.
‘Success’ fees: A reasonable percentage of the anticipated fee, by reference to the stage in negotiations that has been reached. We may terminate suspended instructions after a period of six months from suspension. We may charge a fee for resumption of services or make reasonable adjustments to an agreed fee basis.
1.11 Complaints
In the event that you have a complaint you will have access to our Complaints Handling Procedure, a copy of which will be provided on request. If we are unable to resolve a complaint to your satisfaction we agree to referral to the Centre for Effective Dispute Resolution (CEDR), 70 Fleet Street, London, EC4Y 1EU, www.cedr.com.
1.12 Copyright
Copyright in all drawings, plans, details, specifications, schedules, reports and all other ‘Documents’ in any form or any revisions of the same that we prepare in connection with the services remains our property. We grant to you an irrevocable, royalty free, non-exclusive licence to use and reproduce Documents for any purpose relating to the instruction, subject to payment of all fees due under our appointment. We accept no liability for any use of the Documents for any purpose other than that for which they were originally prepared.
1.13 Data Protection
We may need to collect certain personal data ("Personal Data") regarding you and your employees ("Contact Persons") but will only do so subject to a legal justification and to the extent that it is required for specific Purposes (the "Purposes").
The Personal Data may include, but is not limited to, name, title, position, and contact details including postal address and place of work, telephone numbers, fax numbers, e-mail address and VAT Number/Tax Identification.
For the purposes of data protection legislation, we will be the "controller" or "data controller" of all Personal Data. We will always fully comply (and be able to demonstrate our compliance) with relevant and applicable data protection legislation, including the and General Data Protection Regulation ("GDPR") as applicable, when processing your personal data.
The Personal Data will be collected, stored and processed by us (either directly or through a third party acting as a data processor) in an electronic file or database. The Personal Data will be collected, stored and processed in accordance with our legitimate interests as a commercial fire engineering consultant (or in accordance with another legal justification where appropriate).
We will only transfer personal data outside the EEA subject to appropriate safeguards.
We may, as appropriate, ask individuals for their consent to process their Personal Data in order to provide them with the best possible customer service, and to keep them updated about our Services. Such consent may be freely granted, withheld, withdrawn or amended at any time by contacting our Administration Department.
We will only process Personal Data to the extent necessary and for as long as is necessary for the Purposes. Wherever appropriate, Personal Data will be pseudonymised, anonymised, destroyed or erased. We will never make data available to any third parties without prior consent except where:
(a) we use a processor, in which case we will ensure that the processor complies with all relevant data protection legislation;
(b) we are required to do so by law; 4 TecFire Ltd | 4thFloor Chantry House |The Chantry Centre |Chantry Way|Andover|SP10 1LZ| 0808 123 1702 | www.tecfire.co.uk Registered in England as a Limited Company No 05694069 July 23
(c) the sharing is necessary for third parties who provide products or services to us;
(d) we enter discussions for a sale or transfer of or an investment into any part of our business or assets (in which case we may disclose Personal Data confidentially to third parties as appropriate in accordance with our legitimate interests).
We will take appropriate technological and organisational measures to prevent unlawful or unauthorised processing and accidental loss of or damage to of Personal Data. We will endeavour to ensure that the Personal Data is accurate, up to date and not kept for longer than is necessary for the Purposes. We will take all reasonable steps to delete or amend inaccurate, out-of-date or excess data. It is your responsibility to inform TecFire of any changes to any Personal Data.
In cases where you supply Personal Data relating to Contact Persons and/or other third parties, you warrant:
(i) That the Personal Data has been lawfully obtained and is accurate and up-to-date; and
(ii) That the transfer of the Personal Data by you to TecFire in order to achieve the Purposes will be lawful in accordance with relevant data protection legislation; and
(iii) That at all relevant times you will comply with all applicable legal provisions relating to the protection of Personal Data.
1.14 Professional Indemnity Insurance
TecFire will effect professional indemnity insurance with a limit of indemnity of not less than £5,000,000 (five million pounds) as a total for all claims made during the period of Insurance and maintain such insurance in full force and effect from the date on which we were first instructed to provide the Services until six years after completion of the Services provided always that such insurance is available on commercially reasonable terms having regard to premiums required and policy terms obtainable.
1.15 Limitation of Liability
Unless otherwise specifically agreed in writing, our liability arising from any breach of the terms of this Agreement, whether in contract, tort, statute or otherwise, howsoever and whenever such liability was or is incurred, shall be strictly limited to the sum of £1,000,000 (one million pounds) in respect of each and every claim and no action or proceedings for any breach of our Agreement shall, in any event, be commenced after the expiry of 6 years from the date of the completion of our services under our Agreement.
To the fullest extent permitted by law, the total aggregate liability, whether to the Client or any other person or persons or both or all, arising on any basis, whether in contract, tort (including negligence) or otherwise, of the Company for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed five times the Company’s fee for the work excluding VAT (including interest).
The Company is not an approving authority, however, the services it provides often requires sign-off by approving authorities (such as building control, the fire service or the council’s highways department etc). If the Client starts construction based on work produced by the Company ahead of being granted approval from such bodies, then the Client does so at its own risk. The Company shall have no liability to the Client in connection with this Agreement for any loss they incur for starting work on site ahead of approval being gained from approving authorities.
5 TecFire Ltd | 4thFloor Chantry House |The Chantry Centre |Chantry Way|Andover|SP10 1LZ| 0808 123 1702 | www.tecfire.co.uk Registered in England as a Limited Company No 05694069 July 24. Where there is more than one party to whom the Company accept responsibility, the limit of the liability specified will have to be allocated between those parties. Such allocation will be entirely a matter for those parties, and they will be under no obligation to inform the Company of it; if (for whatever reason) no such allocation is agreed, the parties will not dispute the validity, enforceability or operation of the limit of liability on the grounds that no such allocation was agreed or that any such allocation is of an unreasonably low sum.
Subject to the limitation on the Company’s liability, which (with this paragraph) shall have no application to any liability which cannot lawfully be excluded or limited, the Company’s liability shall in aggregate be limited to that proportion of the total loss or damage, after taking into account contributory negligence (if any), which is just and equitable having regard to the extent of the responsibility of the Company for the loss or damage concerned, and the extent of responsibility of any other person also responsible or potentially responsible (‘other person’). In order to calculate the proportionate share of the Company’s liability, no account shall be taken of any matter affecting the possibility of recovering compensation from any other person, including the other person having ceased to exist, having ceased to be liable, having an agreed limit on its liability or being impecunious or for other reasons unable to pay, and full account shall be taken of the responsibility to be attributed to any other person whether or not it is before the competent court as a party to the proceedings or as a witness.
The Client will not hold the Company, its partners or employees responsible, to the fullest extent permitted by law, for any loss suffered by the Client arising from any misrepresentation (intentional or unintentional) supplied to the Company orally or in writing in connection with this agreement. The Client has agreed that they will not bring any claim in connection with services the Company provides against any of the Company’s partners or employees personally.
1.16 Pollution
We accept no liability for pollution, either direct or indirectly, in relation to all matters with the exception of claims or losses arising from a negligent structural design, specification or failure to report a structural defect in a property, provided further that this relates only to that part of any claim which relates to the cost of redesigning, respecifying, remedying or rectifying the defective structure but not to the cost of loss or damage to the environment or consequential or other losses of value.
1.17 Liability to Third Parties
Our reports are for the use of the Client(s) for whom they are prepared and must not be reproduced in whole or in part or relied upon by any third party without our express written authority.
1.18 Timescales
We will use our best endeavours to deliver work to agreed programme, deadlines or timescales we communicate to you. All timescales cited will assume a prompt response from parties external to TecFire providing us with any necessary information or access. We can accept no liability for any delay or loss which accrues due to delay by others. 6 TecFire Ltd | 4thFloor Chantry House |The Chantry Centre |Chantry Way|Andover|SP10 1LZ| 0808 123 1702 | www.tecfire.co.uk Registered in England as a Limited Company No 05694069 July 24
1.19 Anti-bribery Policy
TecFire is committed to the highest standards of ethical conduct and integrity in its business activities. We take a zero tolerance approach to bribery and corruption and expect all organisations with whom we have business dealings to adopt the same approach. A copy of our anti-bribery policy is available on request.
1.20 Anti-facilitation of Tax Evasion
You shall:
(i) Not engage in any activity, practice or conduct which would constitute either a UK or a foreign tax evasion facilitation offence under sections 45 (1) and 46 (1) of the Criminal Finances Act 2017;
(ii) Promptly notify us of any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this agreement.
1.21 Third Party Information
Where we incorporate documents and drawings produced by third parties (other than our own appointed sub- consultants) into our reports we accept no liability for their content.
1.22 Governing Law
The application and interpretation of our appointment shall in all respects be governed by English law and any disputes or differences arising under it shall be referred to the English courts to be finally determined.
1.23 Contracts (Rights of Third Parties) Act 1999
Nothing in our Agreement shall either confer or purport to confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999 other than those rights which are specifically preserved and protected here.