Terms and Conditions

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FIREMEC LTD – TERMS AND CONDITIONS OF BUSINESS

1. DEFINITIONS

In these Terms and Conditions:

"Company" means Firemec Ltd, a company incorporated in England and Wales with company number 16524398 and registered office at C/O Burton Varley Ltd, Suite 3, 2nd Floor, Didsbury House, 748–754 Wilmslow Road, Manchester, M20 2DW.

"Client" means the individual, partnership, company, organisation or other entity engaging the Company to provide Services.

"Services" means fire protection and fire suppression design consultancy services provided by the Company, including but not limited to residential sprinkler system designs, dry riser system designs, water mist system designs, technical assessments, drawings, calculations, specifications and associated consultancy services.

"Deliverables" means all drawings, calculations, reports, schedules, specifications, designs, recommendations and documentation produced by the Company.

"Agreement" means these Terms and Conditions together with any quotation, proposal, fee agreement or written instruction accepted by the Company.

2. APPLICATION OF TERMS

2.1 These Terms and Conditions apply to all Services supplied by the Company.

2.2 Any terms proposed by the Client are excluded unless expressly agreed in writing by the Company.

2.3 In the event of conflict between these Terms and a written quotation, the written quotation shall prevail.

3. APPOINTMENT

3.1 The Client appoints the Company to provide the Services specified in the Company's quotation or written agreement.

3.2 The Company shall perform the Services using reasonable skill and care expected of a specialist fire protection design consultancy.

3.3 The Company shall determine the manner in which the Services are performed.

4. SCOPE OF SERVICES

4.1 The Company provides design and consultancy services only.

4.2 Unless expressly agreed in writing, the Company does not provide:

a) installation services;

b) commissioning services;

c) certification services;

d) contractor supervision;

e) construction management;

f) site inspections;

g) site meetings;

h) principal designer duties;

i) principal contractor duties; or

j) health and safety management services.

4.3 The Company reserves the right to refuse instructions which fall outside its expertise or professional competence.

4.4 All services provided by the Company are issued as conceptual/ design intent purposes only, unless expressly agreed in writing.

5. CLIENT RESPONSIBILITIES

5.1 The Client shall provide all information required for the Services.

5.2 The Client warrants that all information supplied is accurate, complete and up to date.

5.3 The Client shall promptly notify the Company of any changes affecting the project.

5.4 The Client remains solely responsible for:

a) verifying site dimensions;

b) verifying existing conditions;

c) obtaining statutory approvals;

d) obtaining planning approvals;

e) obtaining Building Control approval;

f) obtaining insurer approvals;

g) coordinating construction activities.

5.5 The Company shall be entitled to rely on information supplied by the Client, contractors, architects, engineers, surveyors and other third parties.

6. SITE CONDITIONS

6.1 The Company does not undertake site surveys unless expressly agreed in writing.

6.2 The Company shall not be responsible for identifying inaccuracies in information supplied by others.

6.3 Deliverables are prepared on the basis of information available at the time of preparation.

6.4 Any change to site conditions may require revision of the Deliverables and may result in additional fees.

7. DESIGN ASSUMPTIONS

7.1 The Services are based upon assumptions, design criteria and information available at the time of issue.

7.2 The Client acknowledges that changes to regulations, standards, project scope or site conditions may require revision of the Deliverables.

7.3 Compliance with British Standards does not guarantee acceptance by Building Control, Fire Authorities, insurers or other third parties.

8. DELIVERABLES

8.1 Deliverables are prepared solely for the Client and solely for the specific project identified.

8.2 No third party may rely upon the Deliverables without the Company's prior written consent.

8.3 The Deliverables shall not be reused, replicated or applied to any other project without written approval.

8.4 The Company accepts no responsibility for modifications made by others.

9. FEES

9.1 Fees shall be those stated in the Company's quotation.

9.2 Additional work outside the agreed scope shall be charged at the Company's prevailing rates.

9.3 The Company may invoice upon completion of milestones or monthly at its discretion.

10. PAYMENT

10.1 Payment shall be made within thirty (30) days of the invoice date.

10.2 Time for payment shall be of the essence.

10.3 The Company reserves the right to suspend Services where payment remains outstanding.

10.4 Interest may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

10.5 The Client shall reimburse all reasonable debt recovery costs.

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in the Deliverables remain vested in the Company.

11.2 Upon full payment, the Client is granted a non-exclusive, non-transferable licence to use the Deliverables solely for the project for which they were prepared.

11.3 No ownership of intellectual property is transferred.

12. CONFIDENTIALITY

12.1 Each party shall keep confidential all confiden information received from the other.

12.2 This obligation shall survive termination.

12.3 Disclosure shall be permitted where required by law.

13. DATA PROTECTION

13.1 Each party shall comply with applicable UK data protection legislation.

13.2 Personal data shall only be processed to the extent necessary for performance of the Agreement.

14. LIMITATION OF LIABILITY

14.1 Nothing in this Agreement excludes liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation;

c) any liability which cannot lawfully be excluded.

14.2 To the fullest extent permitted by law, the Company shall not be liable for:

a) indirect losses;

b) consequential losses;

c) loss of profit;

d) loss of revenue;

e) loss of opportunity;

f) business interruption;

g) project delay costs;

h) contractor costs;

i) construction defects;

j) installation defects.

14.3 The Company's total aggregate liability arising from the Services shall not exceed the lesser of:

a) £1,000,000; or

b) the amount recoverable under the Company's applicable professional indemnity insurance policy.

14.4 The Company shall not be liable for any loss resulting from:

a) inaccurate information supplied by others;

b) modifications to Deliverables by third parties;

c) failure by the Client to review Deliverables;

d) failure by contractors to install systems correctly;

e) regulatory decisions;

f) insurer requirements.

15. NET CONTRIBUTION

Where liability is established, the Company's liability shall be limited to the proportion of loss fairly attributable to its acts or omissions.

16. CLAIMS

16.1 No claim shall be brought against the Company more than six (6) years after completion of the Services.

16.2 The Client shall notify the Company promptly upon becoming aware of any potential claim.

17. TERMINATION

17.1 Either party may terminate the Agreement by written notice.

17.2 The Company may terminate immediately where:

a) invoices remain unpaid;

b) the Client breaches this Agreement;

c) the Company reasonably considers continuation inappropriate.

17.3 All fees incurred up to termination remain payable.

18. FORCE MAJEURE

The Company shall not be liable for delay or failure caused by events beyond its reasonable control.

19. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and representations.

20. SEVERABILITY

If any provision is found invalid, the remaining provisions shall remain in full force and effect.

21. THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999.

22. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

23. JURISDICTION

The courts of England and Wales shall have exclusive jurisdiction in relation to any