These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Magnitude Surveys Ltd a company registered in England and Wales under number 09605400 whose registered office is at Unit 17, Commerce Court, Challenge Way, Bradford, West Yorkshire, BD4 8NW (we or us) to the person buying the services (you).
You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
A “business day” means any day other than a Saturday, Sunday or bank holiday.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.
We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
The Geophysical techniques employed do not provide a definitive map of the subsurface; they merely measure the properties of the subsurface at a particular location, at a given time and under a particular set of circumstances. These recordings can be affected by, but not limited to, outside interference, changing weather conditions and temperature. Further, the interpretation of the survey results is, to some extent, subjective. While every endeavour will be made to identify all anomalies within the data, more ephemeral anomalies and those within area of geophysical ‘noise’ may go unrecorded. Further,in some circumstances, anomalies highlighted may turn out to be resultant of natural processes or modern intrusion.
All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
You must obtain any permissions, consents, licences (e.g. Section 42) or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
You must obtain and communicate to us site access information before survey commencement, including any keys or padlock combinations. Access should be through a suitable gate or similar.
You must ensure that the site is surveyable on the booked survey date. We require that all areas are suitable for survey and free from: tall crop, excessive overgrowth, plough, livestock (within reason) and spraying of pesticides or fertilizers. Any information which may delay the survey must be communicated to Magnitude Surveys immediately.
If you do not comply with clauses 11-13, we can terminate the Services.
We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations)
The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 16 also apply to these additional services.
We reserve the right to charge our minimum mobilisation fee of £1050 for stand down due to failure to comply with the provisions stated in the previous section (Your obligations)
The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 90 days from the date of the quotation, (unless the quotation has been withdrawn).
Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
We will invoice you for payment of the Fees either:
when we have completed the Services; or
on the invoice dates set out in the quotation; or
monthly, if work is undertaken over multiple calendar months.
You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
Time for payment shall be of the essence of the Contract.
Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
Receipts for payment will be issued by us only at your request.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
We can terminate the provision of the Services immediately if you:
commit a material breach of your obligations under these Terms and Conditions; or
fail to make pay any amount due under the Contract on the due date for payment; or
are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
For the purposes of this letter:
If you are a partnership, then “you” means any of the partners; and
In all cases “data” means any information which we or our financier may hold about you (whether or not provided by you) including (without limitation) information about your credit worthiness and transactions which we have entered into or may enter into with you.
We shall pass data to our financier and they will hold it for the purposes of assess your suitability for credit and in order to know the state of your account.
Our financier may also obtain data from and pass data to credit reference agencies and other parties who may grant you credit.
Our financier may pass data to their bankers, solicitors, accountants and insurers for the purposes of the services provided by them to our financier. Our financier may also use the data for training and marketing purposes and for such purposes may monitor and/or record telephone calls between you and our financier.
If you wish to know the identity of our financier to whom data has been passed please contact our data controller who will be able to disclose this information to you. If you wish to receive a copy of the information we hold about you please apply in writing. A charge may be made for the provision of these details.
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
any indirect, special or consequential loss, damage, costs, or expenses or;
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the fifth business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
Magnitude Surveys Ltd
Unit 17 Commerce Court