Terms and conditions of trading for the provision of consultancy services

1. Definitions
   The following definitions apply in these Terms and Conditions:
   

   "Contract"

   The Contract Agreement to which these Terms and Conditions relate

   "Checkwood"

   Checkwood Environmental Solutions Ltd

   "Client"

   The second party to the Contract

   "Report"

   Written document/documents provided by Checkwood to the Client

   "Services"

   All Services provided by Checkwood including, but not limited to, business, research, testing, training and other professional Services detailed under "Scope of Work"

   "Force Majeure"

   Any event outside Checkwood's control including but not limited to, interruptions in the supply of services (water, gas, electricity), industrial action, strikes, plant and machinery failure and shortages of materials.

2. Scope
   1. These Terms and Conditions shall apply to all Contracts entered into between Checkwood and the Client including but not limited to, emails and letters and shall prevail over any terms put forward by the Client, unless agreed in writing to the contrary by Checkwood.
   2. No conduct by Checkwood is to be regarded as a variation of these Terms and Conditions unless confirmed in writing by Checkwood.
   3. Checkwood shall incur no liability to the Client for misrepresentation by virtue of any statement made by or on behalf of Checkwood prior to this Contract, and the Client shall not be entitled to rescind this Contract on the grounds of any such misrepresentation.
   4. No employee of Checkwood has authority to make any statement or representation about the Services supplied under the Contract or to vary these Terms and Conditions.
3. Confidentiality
   1. Services undertaken by Checkwood will be on a confidential basis, and the results will be the property of the client. The contents of any Report will not be disclosed to third parties without the written consent of the Client.
   2. This condition will be deemed to have been waived insofar as any Report is communicated in whole or in part by the Client to any third party in such a way as to misrepresent or distort the contents of the Report and any test results contained in it.
4. Ownership of Documents and Copyright
   1. The copyright of all drawings, calculations and other documents including any Report produced by Checkwood within the Contract belongs to, and shall remain vested in, Checkwood.
   2. The Client shall not make copies of any such documents without the prior written approval of Checkwood, which will not unreasonably be withheld.
5. Accuracy
   1. Where the results provided by Checkwood comprise advice, data and conclusions, these are given on the understanding that they shall be subject to the limitations of normal experimental accuracy, and that advice given and conclusions drawn are based on the evidence known at the time to Checkwood.
   2. Whilst every effort is made to ensure the soundness of advice given, Checkwood cannot accept liability for loss or damage arising from the use of the information supplied to the Client in the proper execution of the Services.
6. Delivery to Checkwood of Equipment, Materials and Documents
   1. Except where otherwise agreed, all materials, equipment and documents for which the Client has responsibility, and which are necessary for the proper provision of the Services defined in the Contract, shall be delivered to, and collected from, Checkwood or any other location as may be specified by Checkwood by the dates defined for such deliveries in the Contract.
   2. Checkwood reserves the right at its own discretion, to claim from the Client damages for all losses arising out of failure on the part of the Client to make promptly all such deliveries as defined in 6.1 above, to include loss of profits due to lost time, and the cost of storage of materials and equipment.
   3. Where it is necessary for Checkwood to obtain equipment and/or materials, this will be defined in the Contact and any associated costs will be recoverable from the Client.
   4. Unless specifically agreed otherwise, Checkwood will arrange for the removal from its premises of all items delivered under 6.1 not earlier than six weeks from the date of issue of the Report.
7. Access to External Premises
   1. When the particulars of the Contract require access to premises or other areas not occupied by Checkwood, and when it has been agreed that such access will be arranged and secured by the Client, Checkwood reserves the right to claim for damages incurred if, for whatever reason, such access cannot be provided at the time agreed.
8. Preparatory Work
   1. If it is agreed that certain preparatory work needs to be completed by the Client before Checkwood can commence its own work, this will be stated in the Contract with an agreed completion date. If this preparatory work is not completed by the agreed date, the Client will indemnify Checkwood against any losses, including loss of profit, thereby incurred.
9. Acceptance
   1. Notwithstanding the agreed commencement date, Checkwood will not start work unless a signed acceptance of the Contract has been received and all deliveries (in 6 above) have been made, and all preparatory work (in 8 above) has been completed.
10. Payment
    1. The cost of the Services provided by Checkwood will be as defined in the Contract.
    2. All payments are to be made within thirty days from the date of invoice.
11. Variations to Contract
    1. Services required beyond the Scope of Work detailed in the Contract will not be undertaken without written acceptance by the Client of a revised Scope of Work and agreement of any additional fees chargeable.
12. Cancellation
    1. Checkwood reserves the right to claim damages for any losses incurred by Checkwood as a result of any cancellation or postponement by the Client of the Services, including loss of profit, costs, including the costs of labour and materials, damages, charges and expenses.
13. Health and Safety
    1. Where any aspect of the work is undertaken on premises not occupied by Checkwood or under its direct control, it is the responsibility of the Client to ensure that all necessary safeguards are in place, and all safety measures taken to comply with the Health and Safety at Work Act 1974 and subsequent legislation and will indemnify Checkwood against any consequence of a breach of the said act.
14. Report
    1. The Client is, unless otherwise agreed in the Contract, entitled to one copy of the report.
15. Timescales
    1. All dates given in the Contract for commencement, the issue of Report and other deliverables are estimates only. Checkwood will not be liable for any losses due to delay, howsoever caused.
16. Exclusion of Third Party Rights
    1. Exclusion of any other provision of this Agreement, nothing in this Agreement shall confer, nor is it intended to confer, a benefit on any third party for the purposes of the Contract (Rights of Third Parties) Act 1999, or for any other purpose.
17. Force Majeur
    1. If performance of Checkwood's obligations is delayed or hindered by circumstances outside Checkwood's control amounting to Force Majeure as defined in these conditions, the following provisions shall apply:
    2. Checkwood will, as soon as reasonably practicable, give to the Client notice of the reasons for the delay or hindrance. However, failure to give such notice will not prevent Checkwood relying on the remaining provision of this clause, and Checkwood will incur no liability for failure to give such notice.
    3. If the circumstances amounting to Force Majeure lead to the loss of any specimen provided by, or preparatory work carried by the Client, being destroyed or damaged to an extent which renders them useless for Checkwood's purposes, Checkwood will, as soon as practicable, give notice thereof to the Client who will, upon receipt of the notice and its own expense, provide a duplicate specimen and repeat the preparatory work within a timescale agreed by the parties or, failing agreement, fixed by the arbitrator under clause 17 hereof. Checkwood will be under no duty to the Client to indemnify the Client against the loss of any specimen or the costs incurred in the repetition of preparatory work.
    4. Checkwood's duty to perform shall be suspended for as long as the circumstances amounting to Force Majeure continue and until the Client delivers a further specimen or completes any further preparatory work required under clause 16.2 hereof. Furthermore, the time for performance of Checkwood's obligations shall be extended by a period equal to the duration of circumstances amounting to Force Majeur, or to any direct consequence thereof including time taken by the client to produce a duplicate specimen or repeat any preparatory work under clause 16.2 hereof, whichever is the longer.
18. Arbitration
    1. Any dispute arising under, or in connection with these conditions, or the provision of the Services hereunder shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.
19. Notices
    1. Any notice required or permitted to be give by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principle place of business or such other address as may a the relevant time have been notified pursuant to this provision to the party giving the notice.
20. Waiver and Severability
    1. No waiver by Checkwood of any breach of the Contract or these conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
    2. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
    3. The Headings to these conditions do not form part of the Terms and Conditions, and are not to affect their interpretation.
    4. The Contract and these Terms and Conditions shall be governed by the Laws of England.