TERMS AND CONDITIONS
1. DEFINITIONS
1.1. ‘Adjudicator’ appointed by the agreed adjudicator nominating bodies.
1.2. ‘Company’ means Spatial Dimensions Limited;
1.3. ‘Company Material’ Any drawings paper and or electronic based, electronic media recordings, etc, produced by the Company under the Services for which is holds Copyright and Licence.
1.4. ‘Consumer Rights’: where the Client is a ‘consumer’ as defined under the Consumer Rights Act 2015, Spatial Dimensions should read through the Contract terms and explain each term in context of the Client’s consumer rights. If the Client is a married couple, joint residential occupiers, all the Client parties are consumers, but the Client should identify one of their number to act, with full authority as their representative.
1.5. The Company must perform the service with reasonable care and skill
1.6. – information which is said or written is binding where the Client relies upon it
1.7. – where the price is not agreed beforehand, the service must be provided for a reasonable price
1.8. – the service must be carried out within a reasonable time.
1.9. ‘Contract’ means the terms and conditions set out in this document together with acceptance of order from Spatial Dimensions Limited
1.10. “Client’ means the person, firm or organisation who employs the Company, or any Company associated or affiliated to the Client, including those acting as an agent for a third party.
1.11. CDM Regulations 2015: the Construction (Design and Management) Regulations 2015 and any guidance as issued, amended or replaced from time to time by the Health and Safety Executive, which govern the management of health, safety and welfare for construction projects.
1.12. Data’ means any drawings, discs, reports, or any other media in any format to be supplied as part of the Service(s);
1.13. Due Date; 14 days after the date of issue of a bona fide invoice by the Company.
1.14. Final Payment means a document that states the Contract Sum as adjusted, the amount of prior interim payments, and the final payment due to the Company.
1.15. ‘Material’; any information provided by the Company in performance of its Services whether in paper, or digital format.
1.16. ‘Notified Sum’ the sum set out in a Payment Notice or in a default notice.
1.17. ‘Project’ as described in the Survey specification
1.18. ‘Schedule of Services’ the schedule specifying the Services and additional services to be undertaken by the Company in connection with the Project, which is incorporated into the Contract
1.19. ‘Services’ the Fee Service contained within this Fee Service Proposal which may be varied by agreement;
1.20. ‘Price’ means the Basic Fee;
1.21. ‘Tender Acceptance Form’ means this Fee Service Document including these terms and conditions.
1.22. ‘The Final date for Payment’ 28 days from the date of invoice of a bona fide invoice from the Company
1.23. ‘Writing’ means facsimile, letter, electronic communication (such as email).
2. ACCEPTANCE OF CONTRACT
2.1. This Contract will be in full force and effect upon the acceptance by the Client of:
the arrival of the Company’s representatives or employees on site to commence the Services.
the receipt and acceptance of a quotation and/or tender (verbal or written) and/or the Acceptance Form for the Services supplied by the Company to the Client.
the receipt of any Data to the Client supplied by Company.
2.2. The Client shall not cancel the contract without compensating the Company for work completed at time of cancellation plus 50% of the Price remaining.
2.3. If you cancel within 48hrs of the survey starting you will not be eligible for a refund of the fees and charges incurred by the surveyor up to the date of cancellation and will be liable for the full site attendance fee
2.4. Where the Client has its own Terms and Conditions the Client must make the Company aware of the said Terms and Conditions, in Writing, at the tender or quotation stage or this Contract shall prevail and take precedence.
2.5. The Client shall make known all relevant facts to the Company to enable them to execute the Services.
2.6. The Client shall arrange access where appropriate or reimburse for costs incurred by the Company due to being unable to gain access.
3. ASSIGNMENT AND SUB-CONTRACTING
3.1. The Company reserves the right to sub‐contract any part or all of the Services whilst maintaining responsibility for the Services as if they had not been sub‐contracted or assigned.
4. PERFORMANCE OF THE SERVICES
4.1. The Company shall carry out and complete the Service(s) in a proper and workmanlike manner using the Materials necessary to perform the services, and the Company shall if it is his duty, apply for all licences, and permissions necessary for the proper and regular performance of the Services.
4.2. All services will be of the kinds and standards described and agreed in the survey specification
4.3. Delivery shall be deemed as effective to the Client when the Data is delivered to the Client in the agreed media format or by instruction of the Client to a third party.
4.4. The Company shall not be liable for any consequential loss, loss of profits or any loss of business due to non, or late, delivery of its Services.
4.5. The Company shall be informed within 45 calendar days of delivery of the Services, in writing, of any items requiring rectification at the Company’s expense or if such items can be shown that no error be attached to the Company then any costs so generated to be reimbursed by the Client.
4.6. The Company will be responsible for the provision and control of all measurement, inspection and test equipment required to carry out works in accordance with specified requirements. This includes;
Calibration against national standards
Compliance with manufacturer’s instructions
Maintaining records of periodic checks
Reporting and recording any damage, loss or repair
5. PROGRESS
5.1. The Company shall provide to the Client all information that the Client may reasonably require in connection with the Services,
5.2. The Company will monitor progress in accordance with the Fee Service Agreement and regularly as is reasonable in the circumstances, provide a progress report for which the Company shall give details of any outstanding information required or any difficulty in procuring labour, materials or plant which has affected or may affect progress of the Services.
5.3. Where progress has been delayed then the Company shall notify that progress is being or is likely to be delayed and shall identify in the notice any delay event which it considers in its opinion is relevant to it.
5.4. The Company, as best as it is able shall keep the Client informed of any material change in the circumstances and notify any change in the particulars or events.
5.5. The Client shall agree to the period or periods of extension that the Company may reasonably require, and any additional incurred fee, costs or expense related to any delay.
Delay events
Employer instructions,
Errors in base design information issued to the Company for the purposes of carrying out the Services,
Delays or changes to permissions, licences, granted to the Company by a third party
Change instructions of the Client to the Company
Suspension under the Contract,
Asbestos, or any hazardous material or hazardous environment preventing the timely performance of the Services,
Any impediment, prevention or default whether by act or omission, by the Client or any Client’s person(s),
An epidemic, or pandemic limiting the availability of labour, or the availability of persons engaged in the Services, necessary for the carrying out of the Services, preventing or delaying the Company in securing such Materials or services as are necessary for the proper carrying out of the Services,
Any law or statute change or local or regulating authority or guidance by the Construction Leadership Council or its successor,
The exercise of Statutory Powers by any Authority preventing or changing the Services
Adverse weather conditions
Civil Commotions, Strikes, lock outs
Force majeure.
6. PAYMENT
6.1. The Price quoted excludes delivery and VAT.
6.2. The Company decides and the Client agrees that the Company may invoice for Services based upon monthly valuation, stage payments, or time charge basis , at the Company’s discretion.
6.3. Clients which have not engaged with the company previously will be required to agree to an upfront payment of 25%/50%/75% of the fee proposal issued. Thereafter the Company will drawdown from the funds in accordance with its Fee Proposal and will issue a statement of account to the Client of any fees drawn.
6.4. The Company is not obligated to the Client provide any of the Services until full and satisfactory credit references are available and approved by the Company. Irrespective of commencing the Services, the Company is entitled at any time to demand full payment of the Service Fee.
6.5. The Company shall not be liable to provide the services unless and until the Client has complied with this condition and has discharged all his obligations to us under all contracts and on any other Contract which the Company may hold with the Client or any Company associated or affiliated to the Client.
6.6. Where credit terms are agreed by the Company, all properly presented invoices become due within fourteen day (14 days) of the date of issue. The Final Date for Payment shall be within 28 days from the date of issue.
6.7. If the Client intends to pay less than the Notified Sum, the Client shall give a written notice to the Company not later than 5 days before the Final Date for Payment, specifying:
the amount that the Client considers to be due on the date the notice is served the basis on which that sum is calculated, the ground for doing so or, if there is more than one ground, each ground and the amount attributable to it.
6.8. The Client shall, on or before the Final Date for Payment, make payment to the Consultant of the amount, if any, specified in the written notice.
6.9. If no such notice is given, the amount due and payable shall become the Notified Sum stated and as Due in the Company’s account. The Client shall not delay payment of any undisputed part of the account.
6.10. If the Client issues such a notice and the matter is referred to an Adjudicator who decides that an additional sum, greater than the amount stated in the notice of intention to pay less, is due, the Client shall pay that sum within 7 days of the date of the decision or the date which, in the absence of the notice, would have been the Final Date for Payment, whichever is the later
6.11. The Client shall not withhold any amount due to the Company under the Contract unless the amount has been agreed with the Company or has been decided by any tribunal to which the matter is referred as not being due to the Company.
6.12. Where cleared payment into the Company’s bank has not been made In respect payment beyond the final date for payment, the Company reserves the right to charge 8% above the base lending rate of National Westminster Bank plc, per month, compounded on all overdue accounts until settled Where payment is referred to a third party this shall not relieve the Client from its responsibility under this Contract without prejudice to the Company’s rights against that third party to recover its debt.
6.13. If the Client defaults in any payment when due we may at our discretion withhold, suspend or refuse delivery of any further goods or services (whether ordered under the same contract or not) without thereby incurring any liability whatsoever.
6.14. All rights relating to suspension remains available to us and generally at Law, we reserve the right to immediately suspend our works and withdraw our materials, labour and plant from site, and the Client shall not contend lien or ownership over any part of our Service.
6.15. Additionally, we shall reserve the right subject to payment of any amount outstanding, reasonable costs incurred in remobilising and reattending site.
1.1. The Client agrees without reservation that any valid suspension shall not be a claim upon us for restitution and or any payless certificate before the final date for payment.
7. INFORMATION FORMATS
7.1. Where produced using CAD, BIM or other proprietary software, drawings and documents shall be provided to the Client in PDF format only, unless an alternative format has been agreed and set out in the Survey specification
7.2. Without prejudice to the Company’s obligations under the Contract, the Architect/Consultant does not warrant, expressly or impliedly, the integrity of any electronic data delivered in accordance with the provisions of Service.
7.3. The Company shall have no liability to the Client in connection with any corruption or any unintended amendment, modification or alteration of the Material in digital format which occurs after they have been issued by the Company.
7.4. The Company shall be entitled to rely upon any survey, report or other document prepared by or on behalf of the Client regarding any matter related to the Services and the completeness of it.
8. COPYRIGHT AND LICENCE
8.1. The Company shall own all intellectual property rights, including the copyright in the drawings and documents produced in performing the Services, and this clause generally asserts the Company’s right to be identified as the author of such work.
8.2. To the extent that fees and other amounts properly due are paid, the Client shall have a licence to copy and use all drawings and documents provided by the Company in either paper or digital formats and solely only for purposes under the Services provided or for subsequent use, re-use or sale.
8.3. Copying or use of the drawings and documents provided by the Company in either paper or digital formats can when payment is fully made, be permitted and granted sub-license(s) by any Other Client Appointment where the Company’s Material has been used.
8.4. The Company shall not be liable for any use of the drawings and documents which have been provided in either paper or digital formats other than for the purpose for which they were prepared and provided under the Services by the Company.
8.5. If at any time the Client is in default of payment of any fees or other amounts properly due, the Company may suspend further use of the licence and any sub-licences granted before Final Payment for the drawings and documents to which the unpaid monies relate on
9. COMPANY LIMITED LIABILITY
9.1. Spatial dimensions will take reasonable steps to supply its material for free from material defect but it does not warrant or guarantee that it is free from inherent or intrinsic software defects, bugs, virus, worms, contamination and malicious software attack by third parties etc. The customer by acceptance of this term and the service delivery of spatial dimensions must take its own steps to protect itself and the customer waives any and all of its rights to make any claim howsoever caused against spatial dimensions and accepts full liability for any onward transmittal of spatial dimensions material, including adapted material to any third parties. For a period not extending 6 years beyond the date of this agreement
9.2. Any claim, action or proceedings: the Company’s liability for loss or damage shall not exceed the Service Fee amount, or if liability is decided attributable to the Company, then no greater than the professional indemnity insurance, less any excess payable by the Company, held from time to time by the Company.
9.3. No employee of the Company or any of its agents or sub-contractor’s shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from the performance of the Services.
10. SUSPENSION AND TERMINATION
10.1. The client may suspend or terminate performance of any or all of the Services and any other obligations under the Contract by giving the Company at least seven (7) days written notice and stating the reason for doing so.
10.2. The Company may suspend or terminate performance of any or all of the Services and any other obligations under the Contract by giving the Client at least seven (7) days written noticed and stating the grounds on which it intends to do so. Such Grounds are limited to:
The Clients failure to pay any fess on this Contract, including any Contract the Company may hold with the Company,
The Client materially and persistently fails to perform by any Due Date provided by the Company, or breaches it obligations to the Company at any time under the Contract,
The Client conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract
The Company is prevented from or impeded in performing the Services for reasons beyond the Company’s control,
Failure by the Company to provide equipment or labour to circumstances beyond its control to manage by the date for the performance of the Services.
Where the Services are suspended by the Client for a period of six weeks, or greater, then the Company has the right to treat the performance of the Services at an end giving at least seven (7) days’ notice to the Client.
Force Majeure
In the event of suspension or termination the Company shall cease performance of the Services and/or any other obligation under the Contract, or which the Client considers the Company is liable to the Client for, and the Company shall, under the Contract, cease in an orderly and professional manner.
11. DEFAULT AND INSOLVENCY OF THE CUSTOMER:
11.1. If the Client is Insolvent the Company may by notice the Client terminate the Company’s employment immediately under the Contract.
11.2. The Client shall immediately notify the Client if it makes any proposal, gives notice of any meeting or becomes subject of any proceedings or appointment or winding up order.
11.3. If the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
11.4. The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
11.5. The Client applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
11.6. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client.
11.7. An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Client (being a company, partnership or limited liability partnership);
11.8. The holder of a qualifying floating charge over the assets of that Client (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
11.9. A person becomes entitled to appoint a receiver over all or any of the assets of the Client or a receiver is appointed over all or any of the assets of the Client.
11.10. A creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days;
the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
11.11.
the Client’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
11.12.
there is a change of control (within the meaning given in section 1124 of the Corporation Tax Act 2010) of the Client.
11.13.
For these purposes a material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding
12. DISPUTES
12.1. Each party shall promptly notify the other of any matter that appears likely to give rise to a dispute or difference. The senior executives nominated in the Schedule of Particulars (or if either is not available, a colleague of similar standing) shall meet as soon as practicable for direct, good faith negotiations to resolve the matter.
12.2. The Housing Grants, Construction and Regeneration Act 1996 and Local Democracy, Economic Development and Construction Act 2009 applies to this Contract.
12.3. The English courts shall have jurisdiction over any d
12.4. Mediation: If a dispute or difference cannot be direct negotiations, each party shall give serious consideration to any request by the other to refer the matter to mediation. Notification and negotiation of disputes. If Mediation is agreed, then the determination of the mediator shall be binding upon the Parties unless there is a material fact or error in the agreement which shall be decided by litigation.
12.5. If a dispute or difference arises under this Contract which either Party wishes to refer to adjudication, the Scheme shall apply subject to the following.
12.6. For the purposes of the Scheme the Adjudicator shall be the person (if any) and the nominating body shall be that stated in the Contract Particulars.
12.7. The Adjudicator is to decide such dispute or difference (where practicable) be an individual with appropriate expertise and experience in the specialist area or discipline relevant to the instruction or issue in dispute.
12.8. If the Adjudicator does not have the appropriate expertise and experience, the Adjudicator shall appoint and instruct an independent expert with such expertise and experience to advise and report in writing.
12.9. The cost of expert(s) where acting for both Party’s shall be shared equally between the Parties.
12.10. The Adjudicator’s costs are allocated at the Adjudicator’s discretion, and he shall give his reason(s) in writing for his decision.
13. ARBITRATION
13.1. The Client has not the right under this contract to refer any dispute or difference to Arbitration
14. GOVERNING LAW:
14.1. The contract shall in all respects be governed and construed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
15. LIABILITY
15.1. The Company shall indemnify the Client for an amount limited to the Price agreed for the Services and shall not exceed that amount outlined on the Sales order Form under the Contract.
16. INTELLECTUAL PROPERTY
16.1. All Intellectual Property concerning the Data remains vested in the Company who will grant an irrecoverable licence for use by the Client once payment has been received and cleared in full.
16.2. No third party may use the Data even if payment has been made to the Client but not received by the Company.
16.3. The Company may provide Data prior to the issue of an invoice under a temporary licence arrangement extending no more than 30 days from date of subsequent invoice. A breach of Copyright will occur should payment not be made within this due period. Also the Client may only hold the Data in a fiduciary capacity which enables the Data to be identified as belonging to the Company until payment has been made under Clause 5.
16.4. The Client’s right to possession of the Data shall cease if it does, or fails to do anything, which would entitle an administrative receiver to take possession and the Client shall grant an irrecoverable licence to the Company to repossess its Data in this event.
1.1. The trademarks, trade names, design rights, goodwill, patents, copyright and all other proprietary rights arising out of the provision of the Services are the property of the Company and the Client shall not cause or permit anything that might damage or endanger them
17. MARKETING
17.1. The Company may use and take images for marketing purposes unless specifically prohibited to do so by the Client
18. WARRANTIES
18.1 No liability for accuracy shall extend beyond the specific scale of graphical mapping, digitised data or any other accuracy specified for the Services.
19. JURISDICTION
19.1 The Contract shall be construed and performed in accordance with the Laws and Courts of England.
20. SEVERABILITY
20.1 If and to the extent that any part of these conditions or any other part of the contract is illegal, void or unenforceable then such part shall be severable from the remaining parts of the contract which shall remain in full force and effect
21. NOTICES
21.1 No variation of this appointment shall be effective unless it is in writing and signed by the parties (or their authorised representatives). All notices or other communications may be given by e-mail or first-class post to the parties at their respective addresses set out in the contract.
WHY CHOOSE SPATIAL DIMENSIONS?
CONSULTATION
We strive to give you the survey data you need as economically as possible. We’ll consult with you on your requirements to make sure we have everything covered and are not collecting information that isn’t needed. Saving you time and money.
CLEAR PROPOSAL
The devil is in the detail as they say. We’ll make sure our proposal to you is clear, concise and details exactly what you are ordering. We’ll aim to get a quote back to you within 48 hours.
PRICE MATCH PROMISE
We want you to get great value for money saving your budget for building amazing spaces that everyone loves. We’re very confident you won’t find a more competitive survey elsewhere for the same quality.
FAST MOBILISATION
Time is money, save some by placing your order online. We’ll quickly arrange access to the site, address any health & safety requirements and get to any location in the UK quickly.
KEEP YOU INFORMED
We’ll update regularly on the progress of the survey Any issues or unforeseen delays will be reported promptly so you can plan your resources to get to work on the deliverables as soon as they are delivered.
QUALITY ASSURED
When you choose Spatial Dimensions you don’t have to worry about quality and accuracy. All surveys are passed through a rigorous QA check to make sure we get it right first time.
Our guarantee to you; if we miss any information that was specified in our proposal, we'll go back and fix it, quickly with no questions asked.