Terms & Conditions

Terms of Engagement
SoilSafe Standard Business Terms & Conditions
INTRODUCTION
This  document  contains  the  Standard  Terms  and Conditions of Business of SoilSafe Ltd. These  terms  apply  to  all  our  Services  and  all  our Clients, regardless of whether you are engaging us as an individual (a consumer) or wholly or mainly for use in connection with your trade, business, craft or profession, even  if you are an individual (a  business Client).
In law, consumer Clients have additional rights to those of business Clients. For example, consumer Clients can cancel their orders in certain situations, they have enhanced rights where there is a problem with our Services, and our liability is different where we or our Services are at fault. Where a term applies just to businesses or just to consumers, this is clearly stated.
1 INTERPRETATION
1.1 In these Conditions:
Additional Services means Services performed by SoilSafe under this Contract that are additional to the Services.
Additional Fees  has the meaning given  in Condition 8.1.
Conditions means the standard terms and conditions of business set out in this document.
Contract means the contract for the purchase and performance of the Services consisting of the contractual documentation set out in Condition 2.1 and the Conditions.
Client means the person who accepts a quotation of SoilSafe for the performance of the Services or whose order for the Services is accepted by SoilSafe.
Intellectual  Property  means  all  inventions,  patents, utility    models,     designs     (both     registered     or unregistered),  database  rights,  copyright  and  trade marks  (both  registered  and  unregistered),  together with all rights to the grant of and applications for the same and including all similar or analogous rights and all   other  rights  in  the  nature  of  intellectual  and industrial property throughout the world and all future rights of such nature.
Loss means all losses, liabilities, damages, costs, claims, proceedings, demands, awards and expenses (including reasonable professional and legal fees), whether direct or indirect, including any consequential loss, loss of profit, loss of revenue, or other economic loss.
Materials means all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Services, and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Services.
Principal means the third-party user of the Services who appoints the Client as its agent to conclude the Contract in the name of and on behalf of the principal.
Services(s) means the Services(s) or any part of it which SoilSafe is to supply in accordance with these Conditions together with the Materials and any deliverables that SoilSafe provides as part, or ancillary to, such Services(s).
SoilSafe means SoilSafe Ltd (registered in England and Wales under number 12677418) with its registered address at Unit 4 Dalton Court, Commercial Road, Darwen, Lancashire, England, BB3 0DG and VAT registration number 354 2297 94, with various trade accreditations and registrations including ISO14001, ISO45001, ISO9001, AGS, Cyber Essentials, Constructionline Gold.  
1.2  Any reference in  these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3  The  headings  in  these Conditions are for convenience    only    and    shall    not    affect    their interpretation.
1.4  In  these  Conditions  words  importing the singular only shall include the plural and vice versa.
2 BASIS OF THE CONTRACT 
2.1 The Client’s acceptance of a quotation for the Services provided by SoilSafe constitutes an offer by the Client to purchase those Services on these Conditions. No offer placed by the Client shall be accepted by SoilSafe other than:
2.1.1 by  a  written  confirmation  or acceptance issued    and    executed    by    SoilSafe's    authorised representative; or
2.1.2  (if   earlier)   by   SoilSafe   providing   the Services, when the Contract will be established.
2.2  The   Conditions   will   apply   to   and   be incorporated into the Contract and shall prevail over any terms or conditions contained, or referred to, in the Client's purchase order, confirmation of order, acceptance  of a   quotation  or specification,  or  any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.
2.3  Quotations  are  given  by  SoilSafe  on  the basis that no contract shall come into existence except in accordance with Condition 2.1. Any quotation is valid for a  period of 30 days from its date, provided that SoilSafe has not previously withdrawn it, and may be subject to change beyond that period.
2.4 Any typographical, clerical or other error or omission in  any sales literature, quotation, price list, acceptance  of offer,  invoice  or other document  or information  issued  by  SoilSafe  shall  be  subject  to correction both before or after the Contract is made without any liability on the part of SoilSafe.
3 CLIENT OBLIGATIONS
3.1 The Client shall:
3.1.1 be responsible to SoilSafe for ensuring the accuracy  of the terms  of any  order  (including  any applicable specification) submitted by the Client;
3.1.2 be   responsible  for  giving   SoilSafe  any necessary information relating to the Services within a sufficient  time  to  enable  SoilSafe  to  perform  the Contract in accordance with its terms, and ensure that such   information  is  complete  and  accurate  in  all material respects;
3.1.3 co-operate  with  SoilSafe  in   all  matters relating to the Services; and
3.1.4 provide  SoilSafe,  its  employees,  agents, SoilSafe  and  subcontractors,  with  access  to the Client's premises, office accommodation and other facilities as reasonably required by SoilSafe.
3.2  The  Client  agrees  to act  in  a  timely manner  and   (where  relevant)  to  provide  properly competent and qualified personnel with respect to its obligations under the Contract and to any tasks to be undertaken  by  it, whether expressly  set  out in  the Contract or otherwise reasonably requested of it by SoilSafe. The Services are provided on the assumption that  the  Client  and  its  agents  will  fulfil  their obligations and tasks on time and as stated.
3.3  The description and specification of the Services shall be those set out in SoilSafe’s quotation (if accepted by the Client), the Client’s order (if accepted by SoilSafe), or such other written documentation or correspondence as SoilSafe reasonably determines to evidence the agreed Services.
3.4  Where  the  Services  is  to  be  provided  by SoilSafe in accordance with a specification submitted by the Client, the Client shall indemnify SoilSafe against all Loss which may be suffered or incurred by SoilSafe in connection with or paid or agreed to be paid by SoilSafe in settlement of any claim for infringement of the Intellectual Property rights of any other person which results from SoilSafe's use of the Client's specification.
3.5  SoilSafe  reserves  the  right to  make  any changes to the specification of the Services which are required to conform with any applicable safety or other regulatory requirements or which  do  not materially affect their quality or performance.
3.6  SoilSafe shall be entitled to change the date of performance of the Services at any time prior to the date on which the Services are due to be performed by informing the Client verbally or in writing.
3.7 No  order  which  has   been  accepted  by SoilSafe may be cancelled by the Client except with the agreement in writing of SoilSafe and on terms that the Client shall indemnify SoilSafe in full against all reasonably incurred loss by SoilSafe as a result of cancellation.
 4 INTELLECTUAL PROPERTY
4.1 The Client shall have no rights in respect of any Intellectual Property owned by SoilSafe relating to the Services or the Materials. The Client acknowledges that, except as expressly provided in this Contract, it shall not acquire any right, title or interest in such Intellectual Property, all of which shall remain the exclusive property of SoilSafe together with all associated goodwill.
4.2 SoilSafe grants to the Client a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use and copy the Materials prepared by or on behalf of SoilSafe solely for the purposes of the Services.
4.3  SoilSafe shall have no liability for use of the Material for any purpose other than that for which it was prepared and/or provided.
4.4  SoilSafe  shall   have   no   liability  to  the Client for any error or omission in the Material due to the  provision  of false,  misleading  or incomplete information or documentation by the Client or due to any acts or omissions of any person other than a representative of SoilSafe.
4.5  The Client may, at any time (whether before or after completion of the Services,  or after termination of this Contract),  request one  or  more copies of some or all of the Material from SoilSafe. On the  Client’s   payment  of  SoilSafe’s  reasonable charges for providing those copies, SoilSafe shall provide those copies to the Client.
5 PRICE OF THE SERVICES
5.1 The price of the Services shall be SoilSafe’s quoted price.
5.2  In   the   absence   of  any   quoted   price, SoilSafe's  standard   hourly  rates   (in  force  at  the commencement of the performance of the Services), chargeable in minimum units of 1 hour, will apply. A summary of time incurred performing the Services and any Additional Services will be issued only upon request.  SoilSafe's    detailed    time    sheets    are confidential  and  will  be provided only at the discretion of the Director.
5.3 SoilSafe reserves the right, by giving notice to the Client at any time before performance of the Services, to increase the price of the Services to reflect any increase in the cost to SoilSafe which is due to any factor beyond the control of SoilSafe or due to any change in performance dates, or specifications for the Services which are requested by the Client, or any delay caused by any instructions of the Client or failure  of the  Client  to  give  SoilSafe  adequate information or instructions.
5.4  SoilSafe shall be entitled to rely on the accuracy of drawings, data, information or statements given or made by the Client, the Client’s employees or agents or by any third party at the request of, through or on behalf of the Client and the SoilSafe shall have no liability for any of the Services it may provide to the extent that such drawings, data, information or statements prove to be inaccurate
5.5 The price is exclusive of any applicable value added or any other sales tax which may be chargeable and  for  which  the  Client  shall  be  additionally responsible for paying. Failure to pay any such taxes shall not entitle the Client to withhold or delay payment of the price. Any additional expenses or charges incurred by SoilSafe resulting from such failure shall be for the Client's account.
5.5 SoilSafe reserves the right to invoice the Client for time incurred  on,  and  any associated costs   of,   any   legal,   regulatory  or  administrative documents, or for any preparation time, required as part of the Services  and/or Additional  Services,  for example, the time spent drafting an attendance note or updating a  design  following any correspondence with  the  Client  regarding  the  Services  and/or Additional Services.
5.6 SoilSafe shall not be liable for any delays or standing time to the Services arising out of any delay, failure,   action,   or   omission   of   any   third-party connected to the Services, and SoilSafe reserves the right to invoice the Client for any costs SoilSafe incurs as a result of such third-party delay, failure, action, or omission.
5.7 The SoilSafe’s liability in respect of any claim for damages for breach of this Agreement due to a delay on the part of the SoilSafe in carrying out any of the Services shall be limited to 10% of the fees and expenses payable.
6 TERMS OF PAYMENT
6.1 Subject to Condition 6.2, SoilSafe shall  be entitled to invoice the Client for the price of the Services, in full or in instalments, during or at any time after performance of the Services. SoilSafe may elect to invoice the Client for the price of the Services in instalments in whichever manner SoilSafe deems appropriate.
6.2 Where  SoilSafe  is  unable to  provide the Services or any part of it by reason of the default of the Client,  SoilSafe  shall  be  entitled  to  invoice  the Client for the price at any time after SoilSafe has notified the Client that it has been unable, due to the Client's default, to provide the Services or any part of it.
6.3 The Client shall pay each invoice in full and without any deduction or (if the Client is  a business Client) set-off within 30 days of the date of invoice or, if later, the date of issue of such invoice. The time of payment of each  invoice shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 The  Client  shall  pay  each  invoice  by bank  transfer.
6.5  If the Client, acting in good faith, disputes any item in an invoice, it shall notify SoilSafe in writing within 15 days of the date of the invoice, failing which the invoice shall be deemed accepted. The parties shall then negotiate in good faith to resolve the dispute promptly.
6.5.1 Any amounts not disputed shall be deemed accepted and must be paid by the Client in accordance with Condition 6.3. In respect of any sums disputed in good faith, interest under Condition 6.7.3 shall accrue only after the dispute is resolved, on any amounts found or agreed to be due, from the original due date until payment is made.
6.6  If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to SoilSafe, SoilSafe shall (without prejudice to Condition 9) be entitled to:
6.6.1 cancel the Contract
6.6.2 appropriate any payment made by the Client to such part of the Services (or the Services supplied under any other Contract between the Client and SoilSafe) as SoilSafe may think fit (notwithstanding any purported appropriation by the Client); and
6.6.3 charge the Client interest (both before and after any judgment) on any unpaid amount, together with any applicable statutory compensation and recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), until payment in full is made.
6.7   SoilSafe   reserves   the  right  where  any doubts arise as to the Client's financial position or in the case of failure to pay for any Services to suspend performance of the Services or any part of the Services without liability until payment or satisfactory security for payment has been provided.
6.8  If,   acting  in   good  faith,  the  Client requests a  refund from SoilSafe, SoilSafe shall have a reasonable amount of time to undertake appropriate checks  to confirm  whether a  refund  is  due  and  to validate  the  details  provided  to  issue  such  refund. Where SoilSafe confirms a  refund is due and  has all necessary details to do so, such refund shall:
6.8.1  only  be   issued   in  circumstances  where SoilSafe is in receipt of cleared funds;
6.8.2  be made in the same form used to make the original payment and,
6.8.3  be  made to the individual  or entity who made such original payment.
6.9  If the  Client  is  a   business  Client, SoilSafe may set and vary credit limits from time to time   and   withhold   all   further   Services   and/or Additional Services if the Client exceeds such credit limit until the aggregate value of the outstanding sums together with Services and/or Additional Services not yet invoiced  is  reduced  below the applicable  credit limit. SoilSafe may apply additional credit limits to the Client and its Associates together (for the purposes of this clause 6.10,  "Associates"  includes companies within the same group or having common shareholders or  management,  or  co-directors,   partners,  family members or otherwise associated companies).
6.10  Fixed Administrative Fees
Where any invoice remains unpaid after the due date for payment, SoilSafe reserves the right to charge a fixed administrative fee of £50 per calendar month for each overdue invoice, to cover the reasonable administrative costs associated with managing late payment. This fee shall be payable in addition to any other rights or remedies available to SoilSafe under this Contract or at law.
6.11 Recovery Costs
Where any invoice remains unpaid after the due date, SoilSafe reserves the right to recover all reasonable costs incurred in pursuing payment, including but not limited to debt collection agency fees, legal costs, and associated disbursements. Such costs shall be payable by the Client and shall be recoverable in addition to any statutory interest or compensation applicable to late payment.
Where any invoice remains unpaid after the due date and is referred to a third party for recovery, the Client shall be liable for a recovery fee equal to [5–10]% of the overdue amount, subject to a minimum fee of £[150–250], together with any reasonable third-party costs incurred.
Such recovery fees and costs shall be payable in addition to any statutory interest or compensation applicable to late payment.
 
7 PERFORMANCE OF THE SERVICES
7.1 Any dates quoted for performance of the Services are approximate only and SoilSafe shall not be liable for any delay howsoever caused. Time for performance shall not be of the essence. Where performance is agreed to be made within a certain period, that period shall only be deemed to commence once SoilSafe is in receipt of all the information requested by SoilSafe from the Client, including a valid purchase order where applicable. The Services may be performed by SoilSafe in advance of the quoted performance date upon giving reasonable notice to the Client.
7.2 If, as a result of any act or omission by the Client or its agents (howsoever caused) which is not directly and wholly caused by SoilSafe (including the provision of any incorrect or inadequate information or data by the Client), SoilSafe is prevented or delayed from performing any of its obligations under the Contract or the cost of such performance increases, then:
7.2.1 the  time  for  performance  of  SoilSafe's obligations will be extended for a reasonable period;
7.2.2  the   Client   shall    pay    SoilSafe    at SoilSafe's standard hourly rates for any additional time incurred by it with respect to any delays or extra work caused by such act or omission of the Client; and
7.2.3 SoilSafe may recover all other reasonable Loss from the Client which it sustains as a  direct result of such act or omission
7.3  SoilSafe makes no representation whatsoever regarding the legal significance of any of its findings or other legal matters referred to in any reports or advice given by it as part of the Services, including but not limited to questions of ownership of or interest in property, easements or rights of way or the application of any law to matters dealt with in any such reports or advice
8 ADDITIONAL SERVICES
8.1 In  the event that the Client  requests Additional Services,  SoilSafe shall, unless  otherwise agreed, notify the Client of the total sum SoilSafe requires to perform those Additional Services (the "Additional Fees"). Upon the Client's receipt of SoilSafe's quotation for the Additional Fees, the Client shall confirm its agreement to pay those Additional Fees before SoilSafe commences performance of the Additional Services.
8.2  If the parties do not agree any Additional Fees   prior  to  SoilSafe  commencing  the  Additional Services, SoilSafe's standard hourly rates (in force at the  commencement  of  the   performance   of  the Additional Services), chargeable in minimum units of 1 hour, will apply in addition to any and all third party costs  incurred  by SoilSafe in  performing such Additional Services.
8.3 Except  in  the circumstances provided for under  Condition  8.1,   in   the  event  that  SoilSafe determines  that Additional  Services  are  reasonably required in order to complete the Services safely and in accordance with the Contract, SoilSafe shall notify the Client of the type and nature of the Additional Services  as  soon  as  reasonable  practicable  and  the Client shall be liable to pay the total sum for the Additional Services in accordance with Condition 6.
9 SUSPENSION
9.1 If the Client fails to pay any sum due under this Contract by the final date for payment, SoilSafe may suspend the performance of any or all of its obligations under this Contract.
9.2 In the event of a suspension under Condition 9.1, the Client shall pay SoilSafe:
9.2.1 any sums due under Condition 6;
9.2.2 where this Contract is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996, any additional sums due under section 112(3A) of that Act; and
9.2.3 all reasonable costs and expenses incurred by SoilSafe as a result of the suspension, including (without limitation) demobilisation and remobilisation costs, and any costs associated with the resumption of the Services.
10 CLIENT'S RIGHT TO CANCEL
10.1 The provisions of this Condition 10 shall only apply if the Client is the consumer
10.2  If the Client entered into the Contract with SoilSafe online, by email, over the telephone or on its doorstep, the Client shall have a legal right to change its mind and cancel the Contract at any time within 14 days of entering into the Contract on notice to SoilSafe.
10.3 If the Client exercises its right to cancel under Condition 10.2, it shall be entitled to receive a full refund of any sums already paid to SoilSafe and the Contract  shall  be  treated  as   having  never  existed (subject to Condition 10.4).
10.4  The Client’s right to cancel shall not apply to any Services which have been fully performed, or where the Client has expressly requested that SoilSafe commence performance before the expiry of the 14-day cancellation period. If the Client exercises its right to cancel after performance has commenced, the Client shall be liable to pay for all Services provided up to the date of cancellation.
10.5 If the Client cancels in accordance with this Condition 10,  it will receive a  refund payable in accordance with Condition 6.8.

1. WARRANTY

11.1 SoilSafe warrants (subject to the other provisions of the Conditions) that the Services shall be performed using reasonable care and skill and does not warrant fitness for purpose under any circumstances.
11.2  Unless    otherwise   expressly   agreed    in writing  by  SoilSafe,   SoilSafe  does   not  give   any collateral   warranties  to  third   parties   under   the Contract.
11.3 Where  SoilSafe  has   agreed   to  provide collateral  warranties to third  parties,  SoilSafe  shall enter into such collateral warranties in the Construction Industry Council’s relevant standard form or such other form agreed with SoilSafe, provided that such form shall not give any greater benefit to those to whom they are issued in quantum, duration or otherwise than is given to the Client under the terms of this Contract. It shall be a condition of the provision of such collateral warranties that all fees due to SoilSafe at the date of execution of the collateral warranty have been paid.
11.4  In the event that the Client is acting on behalf of the Principal, the Client:
11.4.1  warrants that it is authorised to negotiate and conclude the Contract for the Services  in the name of and on behalf of the Principal, without prior reference to the Principal;
11.4.2  warrants that it is authorised to incur liabilities on behalf of the Principal in accordance with the Contract and the Conditions; and
11.4.3  shall guarantee to SoilSafe the payment by the Principal of the price and due performance by the Principal of its other obligations under the Contract concluded  by the Client on the Principal's behalf, whether or not the Principal ultimately   pays   and   performs   under   the Contract.
The Client shall indemnify SoilSafe against all Loss which may be suffered or incurred by SoilSafe as a result of the Client acting in the name of, and on behalf of, the Principal which it is not authorised under the Contract.
12 LETTERS OF RELIANCE
12.1 The provision of any letter of reliance, collateral warranty, or similar third-party reliance document is not included within the Services unless expressly agreed in writing.
12.2 Any letter of reliance shall be subject to the agreement, professional indemnity insurer approval (where required), and payment of the following fixed fees (excluding VAT), based on the level of professional indemnity insurance requested:
12.2.1  £350 where reliance is provided subject to professional indemnity insurance of up to £1 million
12.2.2 £650 where reliance is provided subject to professional indemnity insurance of up to £5 million
12.2.3 £1,000 where reliance is provided subject to professional indemnity insurance of up to £10 million
12.3 Any additional negotiation, amendments, or third-party requirements outside our standard form of reliance shall constitute Additional Services and shall be chargeable at the agreed hourly rates
 
13 CONSUMER CLIENT’S REMEDIES
13.1 The provisions of this Condition 13 shall only apply if the Client is a consumer
13.2  In the event any part of the Services are not provided   in   accordance  with  Condition      11.1,  the Client shall have the right to request SoilSafe to:
13.2.1  re-perform the non-conforming element of the Services; or
13.2.2 repair any non-conforming element of the Services
13.2.3  In the event SoilSafe is unable to remedy any part of the Services under Condition 6, the Client shall be entitled to a refund, payable in accordance with Condition 6.8.
14 DISCLAIMER AND LIMITATION OF LIABILITY
14.1 Nothing in the Contract shall limit the liability of SoilSafe to the Client for death or personal injury resulting from SoilSafe negligence (as defined in the Unfair Contract Terms Act 1977), for fraud or fraudulent misrepresentation, or for any liability which cannot be excluded by law.
14.2  Subject  to  Condition  14.1,  the  following provisions of this Condition 14 set out the limitations on the liability of SoilSafe (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Client with respect to:
14.2.1  any  breach  of its  contractual  obligations arising under the Contract;
14.2.2  any   representation,   statement,   act   or omission  given,  made  or  carried  out  under  or  in connection with the Contract (whether such  liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
14.3   It is the Client's responsibility to ensure that  the  Services   are   suitable  for  its   needs.   In particular, SoilSafe expressly disclaims all warranties that use  of the Services will  result in  any economic advantage, increase in profits or reduction in costs.
14.4 If the  Client  is  a   business  Client, except  as  expressly  set  forth  in  the  Contract,  all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Services  are  excluded  to the fullest extent permitted by law and in no event shall SoilSafe be liable for any negligence or other tortious Loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not SoilSafe is advised of the possibility of loss, liability, damage or expense):
14.4.1 loss of revenue;
14.4.2  loss    of   actual    or   anticipated   profits (including for loss of profits on contracts);
14.4.3 loss of the use of money;
14.4.4 loss of anticipated savings;
14.4.5 loss of business;
14.4.6 loss of opportunity;
14.4.7 loss of goodwill;
14.4.8 loss of reputation;
14.4.9 loss of, damage to or corruption of data; or
14.4.10 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 14.4.1 -14.4.9).
14.5 If the Client is a consumer, SoilSafe shall not be liable for any Loss that:
14.5.1 is unforeseeable
14.5.2 is avoidable   by   the   Client   taking reasonable action; or
14.5.3 arises  in  connection with the Client's trade, business, craft or profession.
14.6 The parties hereby expressly acknowledge and agree that having taken independent legal advice, the limitations upon the liability of SoilSafe in this Condition 13 are in all respects fair and reasonable, reflect a duly considered allocation of risk between the parties and are reflected in the price paid for the Services under the Contract.
14.7 SoilSafe shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of SoilSafe obligations in relation to the Services, if the delay  or failure was  due  to any  cause  beyond SoilSafe's reasonable control.
14.8  The period of the SoilSafe’s liability of Schedule 14 shall be from the date of this Agreement to six years after completion of the Services referred to in the quotation (or determination of this Agreement if earlier) or such earlier date as may be prescribed by law.
14.9 - The Client agrees that no Director, Officer, Employee, Agent or Consultant of SoilSafe shall have any personal liability to the Client in respect of any Loss arising out of or in connection with this Contract or the Services. The Client shall not bring any claim against any such individual, whether in contract, tort (including negligence), breach of statutory duty or otherwise. This shall not exclude or limit the liability of SoilSafe itself.
14.10  SoilSafe’s total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Services shall be limited as follows:

• £1,000,000 (one million pounds) as the standard limit of liability;

• £5,000,000 (five million pounds), subject to an additional charge of 10% of the agreed fee for the Services;

• £10,000,000 (ten million pounds), subject to an additional charge of 25% of the agreed fee for the Services.

Any increase in the limit of liability above £1,000,000 shall be subject to the Client’s written request and SoilSafe’s agreement, and is conditional upon the availability of such cover under SoilSafe’s Professional Indemnity (PI) insurance.
 
15 INSOLVENCY OF CONSUMER CLIENT
15.1 The  provisions  of this Condition  15  shall only apply if the Client is a consumer.
15.2  Without  prejudice  to any  other  right  or remedy available to SoilSafe, SoilSafe shall be entitled by written notice to the Client to cancel or suspend any unpaid element of the Services under the Contract without liability to the Client and, if the Services have been performed but not paid for, the outstanding sums  shall   become  immediately  due  and  payable notwithstanding     any     previous     agreement     or arrangement to the contrary.
16 INSOLVENCY OF BUSINESS CLIENT
16.1 The  provisions  of this Condition  16  shall only apply if the Client is a business Client.
16.2 In the event that the Client enters into any form of insolvency process (including administration, liquidation, or any arrangement with its creditors), SoilSafe may, to the extent permitted by applicable law, suspend performance of the Services and/or terminate the Contract, and any sums outstanding shall become immediately due and payable.
16.3  In the event the Client is subject to a moratorium,     company    voluntary    arrangement, restructuring plan, or ceases, or threatens to cease, to carry on business, the Client hereby consents to SoilSafe  either  (at  SoilSafe's  option,  as   it  deems appropriate)  cancelling  the  Contract  or  suspending performance of the Services  without liability to the Client.
16.4  If  Condition  16.3   applies  then,  without prejudice to any other right or remedy available to SoilSafe, if the Services have been performed but not paid for, the price shall become immediately due and payable  notwithstanding any previous agreement or arrangement to the contrary.
16.5  Nothing in this Condition 16  shall  restrict SoilSafe's rights under these Conditions to cancel the Contract for the Client's failure to make payment in accordance with Condition 6, regardless of the Client's solvency status.
17 SUBCONTRACTING AND ASSIGNMENT
17.1 SoilSafe may sub-contract to any other person the performance of any of its obligations under the Contract.
17.2  SoilSafe may assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or its rights and obligations under it.
17.3  The Client may not without the prior written consent of SoilSafe assign, transfer (in whole or in part) or charge or deal in any manner with this Contract or its rights and obligations under it.
17.4 SoilSafe shall remain fully responsible and liable for the performance of the Services notwithstanding any subcontracting of its obligations.
18 DATA PROTECTION
18.1 For the purposes of the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 2016/679, SoilSafe shall process data under the Contract in accordance with its privacy policy located at www.SoilSafe.co.uk
18.2 SoilSafe shall comply with the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation (UK GDPR) in relation to any Personal Data processed in connection with the Services.
18.3 Where SoilSafe processes Personal Data on behalf of the Client, the Client shall be the Controller and SoilSafe shall be the Processor. In such circumstances, SoilSafe shall:

• process Personal Data only on the documented instructions of the Client;

• ensure that persons authorised to process the Personal Data are subject to confidentiality obligations;

• implement appropriate technical and organisational measures to protect Personal Data;

• not appoint sub-processors without the Client’s prior written consent (such consent not to be unreasonably withheld);

• assist the Client, where reasonably required, in responding to data subject rights requests;

• notify the Client without undue delay upon becoming aware of a Personal Data breach; and

• Upon termination of the Services, delete or return Personal Data as instructed by the Client, unless required by law to retain it.

18.5    Nothing in this Agreement relieves the Client of its own direct responsibilities and liabilities under Data Protection Legislation.
 
19 NOTICES
19.1 Any notices sent by a party to the other  party under or in respect of the Contract, or for any offers, acceptance or binding commitments made to form the Contract, must be in writing and delivered to the registered address (or residential address, if a consumer Client) of the other party.
19.2 Condition  19.1 shall  not apply to notices given in legal proceedings.
20  AMENDMENTS
20.1 No amendment of the Contract shall be effective unless it is in writing and signed by authorised representatives or on behalf of each of the parties.
21 WAIVERS AND REMEDIES
21.1 Except as otherwise stated in the Contract, the rights and remedies of each party under the Contract are in addition to and not exclusive of any other rights or remedies under the Contract or the general law and may be waived only in writing and specifically.
21.2 Delay in exercising or non-exercise of any right under the Contract is not a waiver of that or any other right.
21.3  Partial  exercise  of  any  right  under  the Contract  shall  not  preclude  any  further  or  other exercise  of that right or any  other right  under the Contract.
21.4 Waiver  of a   breach  of any  term  of the Contract shall not operate as a waiver or breach of any other term or any subsequent breach of that term.
 
22 SEVERANCE
22.1 If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.
22.2 Whilst the parties consider the provisions contained  in  the Contract  reasonable,  having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).
23 ENTIRE AGREEMENT
23.1 If the Client is a business Client the Contract constitutes the entire agreement between the parties with respect to the subject matter of the Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.
23.2 Each party acknowledges to the other that it has not been induced to enter into the Contract by nor has  it relied  upon  any  representation,  promise, assurance,   warranty  or   undertaking   (whether   in writing or not) by or on behalf of the other party or any other person save for those contained in the Contract. Accordingly,  each  of the  parties  acknowledges  and agrees that the only remedy available to it in respect of the subject matter of the Contract shall be for breach of contract under the terms of the Contract and it shall have  no  right of action  against  any  other  party  in respect    of   any    such    representation,    promise, assurance, warranty or undertaking.
23.3 This Condition shall not exclude any liability which either party would otherwise have to the other or any right which either of them may have to rescind the  Contract  in   respect  of  any  statements  made fraudulently by the other prior to the execution of the Contract or any rights which either of them may have in respect of fraudulent concealment by the other.
24 CDM REGULATIONS AND BUILDING SAFETY ACT
24.1 Under the Construction Design & Management Regulations 2015 (the CDM Regulations) and the Building Safety Act 2022 SoilSafe may act as Designer for geotechnical design elements only, including the geotechnical design of ground investigations, temporary working platforms, earthworks and foundations. SoilSafe does not however act as Designer for structural design (including the design of steel, concrete and reinforcement) and does not act in the capacity of Principal Designer under these Acts. 
24.2 For ground investigation works only, SoilSafe may act as Principal Contractor where no other Contractor has been appointed. However SoilSafe does not act as a Contractor or Principal Contractor for the construction of any other permanent or temporary works.
24.3 Under the CDM Regulations and Building Safety Act, Designers have a duty to notify Clients of their responsibilities under these Acts, which include the requirement to:

• Appoint a competent Principal Designer;

• Appoint a competent Principal Contractor;

• Ensure the Principal Designer and Principal Contractor carry out their duties;

• Ensure adequate welfare facilities are provided;

• Ensure sufficient time and resources are allocated to the project;

• Establish, maintain and review appropriate systems to ensure compliance with building regulations;

• Co-operate with others working on the project so they can comply with their statutory duties;

• Enable co-operation between Designers and Contractors; and

• Provide building information to every Designer and Contractor working on the project

 
25 CLIENT SYSTEMS AND THIRD-PARTY PLATFORMS
25.1 Where the Client requires us to register with, use, or comply with client-mandated systems, platforms, or applications (including but not limited to Avetta, Pay Apps, CEMAR, Procore or similar), any additional time, administrative effort, training, or direct costs reasonably incurred shall constitute Additional Services and shall be chargeable at the agreed rates or recharged at cost.
 
26   RIGHTS OF THIRD PARTIES
26.1 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
27  ADJUDICATION
27.1 Where this Contract is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996, either party may refer any dispute arising under this Contract to adjudication in accordance with the Construction Industry Council (CIC) Model Adjudication Procedure, or such other recognised adjudication procedure, current at the time of the referral. The adjudicator shall be appointed, at the request of either party, by an appropriate and recognised adjudicator nominating body.
28 COMPLAINTS
28.1 If the Client is a consumer Client, and wishes to raise a complaint about the Services, Additional Services, or SoilSafe's performance of its obligations under the Contract, it may do so in accordance with SoilSafe's Complaints Policy, a copy of which is available upon request.
28.2 No claim or dispute shall be commenced unless the complaint has first been notified in accordance with the Complaints Procedure, unless it is not reasonably practicable to do so
28.3 Nothing in this clause shall affect either party’s rights in respect of statutory limitation periods.
29   GOVERNING LAW
29.1 The Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.
30  JURISDICTION
30.1 Each party irrevocably agrees that, subject to Condition 27, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.