Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following definitions shall have the following meanings unless the context requires otherwise:

Advice means the advice that we agree to provide to You as set out in the Engagement Letter.

Engagement means the engagement for the provision of Advice to You in accordance with these Terms.

Engagement Letter means the Engagement letter from Us to You which refers to these terms and conditions, or, in the absence of an Engagement Letter, such other written communication, including by email, as We may make to You where we have agreed to provide advice to You without having, and only until such time as we have, an Engagement Letter in place.

Expert means a consultant or qualified expert in their field that we retain during the Engagement in order to provide You with relevant Advice. Specialism of such Experts might include, by example only Planning, Highways & Traffic, Environmental Consultants, cad Technician and Heritage Consultants.

Relevant Data means any relevant legislation applicable to personal Protection Law data or other information subject to European, UK, or other applicable data protection legislation in accordance with all applicable data protection and privacy requirements (of whatever jurisdiction) including by example only the Data Protection Act 1984, the Data Protection Act 1998, the EU Data Protection Directive, and the Regulation of Investigatory Powers Act 2000.

Terms means these terms and conditions and the Engagement Letter.

We, Us or Our means Fullerlong Limited, 1 Waverley Lane, Farnham, Surrey, GU9 8BB, and company number 07790922.

You, or Your means the individual, individuals and/or businesses to whom the Engagement Letter is addressed.

1.2. Words in the singular include the plural and in the plural include the singular.

1.3. 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.

2. ENGAGEMENT

2.1. These terms and conditions should be read in conjunction with the Engagement Letter sent to You at the same time which collectively sets out the terms and conditions by which we will provide the Advice to You.

2.2. Subject to You complying with your obligations under the Terms, We shall provide You with the Advice in accordance with the Terms as a consequence of the Engagement. We shall be entitled to engage and subcontract to any Expert as we deem necessary to provide You with the Advice, subject to these Terms. You acknowledge and agree that any engagement of an Expert is solely for our convenience and entirely at our discretion.

3. SCOPE AND RELIANCE

3.1. The scope of the Advice is restricted to the advice that has been agreed to be provided by Us to You as set out in the Engagement Letter. The Advice is only applicable in England and Wales and not in any other country unless expressly agreed otherwise by Us in writing.

3.2. Notwithstanding clause 3.1, the Advice shall not be deemed to include and therefore should not be relied upon to include:

3.2.1. legal advice; 

3.2.2 financial advice and advice on tax including community infrastructure Levy, stamp duty land tax and other property or development taxes and levies; or

3.2.3. advice in respect of asbestos or any other deleterious materials within buildings, or contamination.

3.3. Any advice given by Us other than as included in the scope set out in the Engagement Letter, by example as set out in clause 3.2, are to be treated as informal opinions only should not be relied upon and if You require any advice on such matters, You are advised to seek it from suitably qualified professionals.

3.4. The Advice is provided solely to, and may only be relied upon, by You, and for the purposes as set out in the Engagement Letter. The Advice may not be used for any purpose other than with Our prior written consent. Any unauthorised use of the Advice shall be at Your own risk and We will have no liability to You or anyone else as a result of such use.

3.5. You may not disclose the Advice to any person other than Your employees, agents and Your professional advisers, and only to the extent that they are aware of the terms and conditions set out in these Terms including, by example only, as set out in clause 3.3 and clause 3.4 and clause 3,6.

3.6. You may not quote or refer to Us or the Advice in any public document or communication without Our prior written consent.

3.7. No third parties (unless we specifically agree) shall have the right to rely on or enforce any terms of these Terms with You under the Contract (Rights of Third Parties) Act 1999 or otherwise.

3.8. We may agree in Our Engagement Letter to provide Advice to more than one person or organisation jointly and in relation to the same matter. In such a case, unless We are instructed otherwise in writing, We shall deem such information received from, or any instructions from, any one such person or organisation, as being made on behalf of all such persons and/or organisations jointly.

4. CHARGES AND PAYMENT

4.1. Details of Our fees are as set out in the Engagement letter and, unless otherwise stated, are exclusive of and shall be subject to, VAT at the applicable rate.

4.2. Where, and to the extent that, We agree to provide Advice:

4.2.1. on a fixed fee basis these fees shall be subject to the scope of the Advice and any specific terms and conditions as set out in the Engagement Letter. We shall be entitled to vary, including increasing, such fees in the event that either such scope of the required Advice changes, or such terms and conditions are not met. We are not obliged to agree any change in the scope of the Advice, but will consider reasonable requests and endeavour to inform You promptly if We consider that the fixed fee will increase as a result. Additional fees in respect of any change in scope of the Advice will be charged on a time basis unless otherwise agreed with You;

4.2.2. on a time basis, We shall calculate Our fees at the time based rate as set out in the Engagement Letter.

4.3. Where We provide any estimates on Our fees for the Advice, such estimates shall be provided in good faith, for guidance purposes and subject to any terms and conditions as set out in the Engagement Letter. However, You accept that such estimates may be inaccurate as a result of matters beyond Our control, and so such estimates shall not be binding on Us and We reserve the right to revise any estimate including by example, in the event that the scope of the Advice changes or the terms and conditions are not met as set out in the Engagement Letter. In the event that any estimate is required to be revised, We shall endeavour to inform You promptly.

4.4. We shall serve invoices for Our fees on a monthly basis in arrears other than:

4.4.1. where We agree otherwise in writing including in Our Engagement letter; or

4.4.2. We have requested that Our fees be paid in advance and on account. In such cases, we may suspend or terminate the Engagement for failure to pay fees within 14 days of request.

4.5. Invoices are to be paid in cleared funds to Us within 30 calendar days following the date of issue of the invoice, other than where such invoices are subject to a bona fide dispute. In the event of any such dispute, the undisputed amount shall remain payable within the usual payment terms.

4.6. Where the payments terms as set out at clause 4.5 are not met, and without prejudice to any other right We may have under these Terms, We shall be entitled to:

4.6.1. charge daily interest on late payments at a rate equal to 8% per annum above the base lending rate of Barclays Bank plc in force from time to time, from the date of the invoice until the date of actual payment; and /or

4.6.2. charge You any reasonable administration costs that we may incur in seeking to receive such payment.

4.7. If it becomes necessary for the amount of any unpaid fees to be recovered by the use of court proceedings, the rate applicable on judgement debts will also be applied including all costs incurred.

4.8. You shall reimburse Us for all disbursements and expenses incurred in good faith on Your behalf during the course of Our Engagement. Expenses include miscellaneous office expenses such as photocopying, travelling and out of pocket expenses. We shall be entitled to send You an invoice for reimbursement for such disbursements, and expenses at Our discretion: 

4.8.1. by immediate payment;

4.8.2. in a monthly invoice; or

4.8.3. in advance before the disbursement or expense is incurred.

4.9.Where We have received payment on account of fees, disbursements or expenses, We may deduct any sums owing to Us from such monies before accounting to You for the balance.

4.10. Where You are a company, partnership or any similar corporate entity, We may, at Our discretion, as a condition to Our Engagement require one or all of the directors, partners or shareholders as relevant to guarantee the payment of any sums due to Us by executing a personal guarantee. We may request this prior to the Engagement or at any time during Our Engagement.

4.11. If We receive notice of termination of any personal guarantee, We may suspend Our engagement until We are satisfied that any sums due toUs will be paid and We may at any time before being so satisfied terminate Our engagement by notice in writing to You.

4.12. We reserve the right to retain funds, correspondence, documents, records and title deeds belonging to You which have come into Our possession until all fees and disbursements owed to Us by You have been paid.

5. LIMITATION OF LIABILITY AND INDEMNITY

5.1. Nothing in these Terms shall operate to exclude or limit Our liability for:

5.1.1. death or personal injury caused by its negligence;

5.1.2. fraud or fraudulent misrepresentation; or

5.1.3. any other liability which cannot be excluded or limited under applicable law.

5.2. Without prejudice to clause 5.1, We shall not be liable to You for:

5.2.1. any loss or corruption (whether direct or indirect) of any data or information We hold on Your behalf; or

5.2.2. any indirect, incidental, sequential, loss of profits or consequential loss or damages arising under these Terms, including by example only, damage to goodwill, loss of business or earnings or opportunity arising under or in connection with these Terms or losses to any third parties; or

5.2.3. losses due to the provision of misleading or incomplete information, advice or documentation to Us by You or on Your behalf; or

5.2.4. losses due to acts or omissions of any persons, corporate entities, public bodies or any other party other than Us or Our appointed Experts or subcontractors. Specifically, We accept no liability for any advice, or any subsequent action taken as a result of that advice, that may be provided by an Expert we retain during the Engagement, to the extent that any such Expert enters into a separate contract with You to provide such advice or provides any advice to You that is not within the scope of the Engagement unless We have agreed to add this to the scope of the Engagement. This is without prejudice to any claims that You may have against such Expert direct in respect of such advice.

5.3. Without prejudice to clauses 5.1 and 5.2, Our liability (including that of Our directors, consultants, employees or agents) for loss or damage caused by Our negligence, in tort, breach of contract, misrepresentation or otherwise shall be limited to £30,000, which amount includes all legal costs which You may incur in bringing any actions against Us but does not include Our own legal costs in defending the claim.

5.4. This limitation of liability provision shall apply to each and every matter we handle for You unless expressly agreed otherwise with You in writing.

5.5. You further agree that with regards any funds We may be holding on Your behalf, We shall not be liable for any sums that may be lost or to compensate You for any losses incurred as a result thereof, as a result of the failure of any major UK bank that We may use to hold such funds or any failure of the CHAPS or BACS or other recognised UK payment processing systems that is not due to Our fault. In the event of such failure, You authorise Us to disclose Your name and address to the Financial Services Compensation Scheme.

5.6. You shall indemnify and keep indemnified Us, and any directors, employees, consultants or agents We may use, from losses, damages, expenses fees (including reasonable legal fees) and judgments finally awarded against Us), or costs including as may result from claims from any third party, which may be incurred as consequence of the proper performance by Us of the Engagement including by example Our reliance or use of any documents or information provided to Us by You or on Your behalf.

5.7 We shall not be liable against any claim or loss arising directly or indirectly out of or in any way involving the combustibility or fire safety requirements of any cladding, glazing, doors, balconies, roofs, roof voids, roof cavities, external wall system (including anything attached thereto) and/or internal wall system (including ceilings and floors) of any building or structure; including any component or material used in the manufacture, assembly or construction thereof.

5.8 For the avoidance of doubt, nothing in this clause 5 shall limit Your obligations under this agreement or the Engagement. 

5.9 This clause 5 shall survive termination of this agreement. 

6. TERMINATION

6.1. The term of the Engagement shall be as set out in the Engagement Letter.

6.2. You may terminate the Engagement without advance notice at any time on the condition that such termination is given in writing and You pay all unpaid but issued invoices, together with any work in progress by Us at the time of termination at the agreed daily rate, or at the agreed fixed fee amount as relevant.

6.3. We may terminate, or at Our discretion suspend, the Engagement at any time on the condition that such termination is given in writing, it provides You with reasonable notice and it does so for good cause. Where the cause for termination or suspension is the failure to pay any invoice raised in accordance with these Terms, no prior notice to terminate is required.

6.4. The following are provided by example only of good causes for termination under clause 6.3:

6.4.1. You are in material breach of any of the terms and conditions of the Terms;

6.4.2. You persistently refuse to provide information that We require;

6.4.3. We have reasonable grounds to believe that You are acting in any way that is unlawful, immoral or might bring Our business into disrepute;

6.4.4. You persistently refuse to take the Advice; or 

6.4.5. You do not pay Your invoices on time or do not provide an interim payment when requested;

6.4.6. Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under this agreement has been placed in jeopardy.

6.5. On termination We shall send You a schedule of matters on which We have been working and render a final invoice for any final amounts incurred in the period up to the end of the date of termination. For the avoidance of doubt, termination of this agreement shall not affect any rights, remedies, obligations or liabilities up until the date of termination, including but not limited to the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

7. CREDIT CHECKS AND MONEY LAUNDERING

7.1. Where we deem it necessary, We shall be permitted to carry out any reasonable credit checks to ensure Your credit position and You consent to us carrying out such checks.

7.2. Where We are required under the Money Laundering Regulations 2003 or any similar legislation to carry out certain checks in order to verify identity and the source of funds supplied by a client, We will request a copy of certain documentation to verify Your identity, and where relevant Your directors and/or partners, and You agree to provide, or where relevant to procure the provision of, such documentation to Us.

7.3. We shall not incur any liability to You for any loss You may suffer as a result of Our compliance with the Money Laundering Regulations 2003 or any similar legislation including any delay in dealings with or concluding Your matter.

8. COMMUNICATIONS

8.1. We often communicate with and send documents to clients and any other parties by e-mail or using online data storage facilities such as Dropbox. You accept that the internet is not a secure medium and that electronic transmission of e-mail may become lost, delayed, intercepted, corrupted, delivered incomplete or fail to be delivered.

8.2. We shall use Our reasonable endeavours to ensure that Our e-mails are free from viruses and other obstructions and shall expect You to do the same. However, You accept that e-mail cannot be guaranteed to be secure, error-free or confidential and that we shall have no responsibility or liability for any error, omission, claim or loss arising from or in connection with any communication to You via email, in the absence of any bad faith or wilful default on Our part.

9. INTELLECTUAL PROPERTY

9.1. All copyright and intellectual property rights in any work and materials that We develop or create as a consequence of the Engagement or in the provision of the Advice shall be Our property unless specifically agreed otherwise in writing.

9.2  For the term of the Engagement, we grant You a non-transferable, royalty free license to use any work and materials that We develop or create as a consequence of the Engagement or in the provision of the Advice for the purposes of receiving the Advice.

10. DATA PROTECTION

10.1. We shall comply with Our obligations under all Relevant Data Protection Law with regards to any personal data (as defined in such legislation) We receive, or have influence over, as a result of the Engagement. In particular, We shall:

10.1.1.keep secure all information relating to You we process in the course of the Engagement; and

10.1.2.not use or disclose such information for any unlawful purpose. You consent to Us sharing Your personal data with third parties as necessary to fulfill Our obligations under the Engagement.

10.2. Our use of any personal data that You supply to Us is to:

10.2.1.enable Us to perform Our duties under this Engagement to You; and add Your personal details to Our database in order to allow us to 

10.2.2.send You newsletters, brochures, details of forthcoming seminars, invitations to social events and any other material relating to services provided by Us.

10.3. If You do not wish to be added to the database as set out at clause 10.2.2, please contact Us and We shall then remove Your contact details from Our database. 

10.4 The Data Protection Act 1998 requires that all personal data kept by Us is accurate and up to date. You must keep Us informed of any changes to Your personal details. Failure to provide accurate information may result in suspension or termination of the Engagement.

11. CLIENT CARE

11.1. Without prejudice to Your rights to make a complaint as provided by the Royal Town and Planning Institute or any other governing body relevant to the Advice We provide, If You would like to make a complaint in any way concerning the Engagement or the Advice we provide, it must be made in writing and addressed to Us no later than 12 months after the relevant event occurred to which the complaint relates or, if later, the date the event came to Your attention.

11.2. The time limit as set out 11.1 shall not apply if We, acting reasonably, are satisfied that there is a good reason for not making the complaint within that time limit, and despite the delay, it is still possible to investigate the complaint effectively and fairly.

11.3. Upon receipt of a complaint in accordance with clauses 11.1 and 11.2, We shall investigate the matter promptly, and where the complaint is valid, to remedy the matter at Our earliest opportunity.

12. ORIGINAL DOCUMENTATION

12.1. Where we are requested by You, we may store original documentation on Your behalf. We do so on the basis that:

12.1.1.A reasonable storage fee shall apply; and

12.1.2.we store such documents entirely at Your risk, and we shall accept no liability if such documentation is stolen, damaged, lost or is in any way rendered to any condition other than was received by Us.

12.2. Archived files and documents may be destroyed without further notice in accordance with Our records policy unless You have previously requested in writing that they be returned to You.

13. BRIBERY ACT

13.1. Both We and You shall:

13.1.1.comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

13.1.2.  not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

13.1.3. have and shall maintain in place throughout the term of this Engagement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and

13.1.4.promptly report to the other any request or demand for any undue financial or other advantage of any kind received by Us or You in connection with the performance of this Engagement.

13.2. Breach of this clause 13 shall be deemed a material breach of these Terms.

13.3. For the purpose of this clause 13, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 13 a person associated with Us or You includes but is not limited to any subcontractor.

14. CONFIDENTIALITY

14.1. All information You provide Us will be regarded as confidential, but You should advise Us if any information is particularly sensitive.

14.2. We will not divulge any confidential information obtained from You otherwise than in accordance with Your instructions.

15. FORCE MAJEURE

15.1. We shall not be liable to You, including for any failure to provide the Advice or to meet any other obligation to You, for, or as a result or consequence of, any matter beyond Our reasonable control such as, by example only, acts, delays or omissions of local or central government or other competent authorities, or acts of lightning, flood, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, or industrial disputes (whether or not involving employees of either party).

16. ENTIRE AGREEMENT

16.1 This Agreement sets out the entire agreement and understanding between You and Us, it supersedes any previous agreement between You and Us in relation to the subject matter of the Terms and no representations, statements or inducements, oral or written, not contained herein shall bind of You or Us.

17. ELECTRONIC SIGNATURES

17.1. The parties agree that for the purposes of executing these Terms, a party, or both parties, may execute with an electronic signature, and the parties intend the electronically authenticated signatures to be considered original signatures and binding for all purposes for these Terms.

17.2 Transmission of the executed Terms (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of these Terms.

18. SEVERANCE

18.1. If any provision (or part of a provision) of these Terms are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties

19. GOVERNING LAW

19.1. These Terms shall be governed by the law of England and Wales.

19.2.You agree that the English courts shall have exclusive jurisdiction in any dispute that may arise between us.