terms & conditions

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The Customer’s attention is particularly drawn to the provisions of Condition 9.

1. Interpretation
1.1

Definitions: In these Conditions, the following definitions apply:

Applications: any planning, building regulations and/or operational applications requiring approval or consent from any regulatory authority;

Contract: the Customer's acceptance of a quotation for Services by the Supplier or an Offer Letter under Condition 2.2;

Customer: the person, firm or company who purchases Services from the Supplier pursuant to these terms and Conditions;

Deliverables: all Documents, products and materials developed by the Supplier in relation to a Project Plan in any form, including computer programs, data, reports and specifications (including drafts) or the deliverables specified in the Project Plan;

Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;

Disbursement: costs and expenses incurred by the Supplier necessary to deliver the Services including without limitation mileage at the rate of 40 pence per mile, rail, flight, parking, non standard printing and postage (special delivery), local authority fees and other reasonable costs and expenses paid on behalf of the Customer or otherwise referred to in the Project Plan;

In-put Material: all Documents, data, computer programs, reports information and materials provided by the Customer relating to the Services or the in-put materials specified in the Project Plan;

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, design rights (whether registered or unregistered) trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Offer Letter: the letter or quotation prepared by the Supplier describing the Project and setting out the estimated timetable, responsibilities for the provision of the Services, fees and payment signed by the parties and which is subject to these Conditions;

Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications or the pre-existing materials specified in the Project Plan;

Project: the project as described in the Project Plan;

Project Milestones: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan;

Project Plan: the detailed plan describing the Project and setting out the estimated timetable (including Project Milestones), responsibilities for the provision of the Services, fees and payment, signed by the parties and which is subject to these Conditions;

Services: the services to be provided by the Supplier under the Contract as set out in the Project Plan together with additional other services which the Supplier provides or agrees in writing to provide to the Customer;

Supplier: Clarion Roadside Limited incorporated and registered in England and Wales with company number 05512852 whose registered office is at 1 Doolittle Yard, Froghall Road, Ampthill, Bedfordshire, MK45 1NW;

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Construction: In these Conditions, the following rules apply:
  1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns;
  1.2.2 a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;
  1.2.3 a reference to writing or written includes faxes and e-mail; and
  1.2.4 where the words include(s), including or in particular are used in these terms and Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
 2  Application of Conditions
2.1 where the words include(s), including or in particular are used in these terms and Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
2.2 The Customer's acceptance of an Offer Letter, constitutes an offer by the Customer to purchase the Services specified in it on the terms of these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than by a written acknowledgement issued and executed by the Supplier; or (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Offer Letters are given by the Supplier on the basis that no Contract shall come into existence except in accordance with Condition 2.2. Any Offer Letter is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
 3 Commencement and Duration
3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date specified in the Project Plan and shall continue to be supplied until the Project is completed in accordance with the Project Plan unless the Contract is terminated in accordance with Condition 10.
3.2 In the event there is no Project Plan for the Services all references in these Conditions to the Project Plan shall be deemed to mean the Offer Letter.
4 Supplier's Obligations
4.1 The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Project Plan.
4.2 The Supplier shall use reasonable endeavours to meet any Project Milestones specified in the Project Plan, but any such dates shall be estimates only and time shall not be of the essence in respect of such dates in the Contract.
4.3 The Supplier shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises and that have been communicated to it under Condition 5.1.4, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4.4 Where completion of a Project is dependent on receipt of one or more Applications on terms satisfactory to the parties:
  4.4.1 the Supplier gives no warranties about the prospects of success of such Applications and shall have no liability for the failure to obtain such Applications or liabilities arising as a result of such failure;
  4.4.2 the Applications shall be made at the Customer's expense, pursuant to Condition 7 herein; and
  4.4.3 if the Supplier's performance of its obligations under the Contract is prevented or delayed by the failure to obtain any necessary Applications or any other consents as are necessary to provide the Services the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
 5  Customer's Obligations
 5.1  The customer shall:
  5.1.1 co-operate with the Supplier in all matters relating to the Services;
  5.1.2 provide, for the Supplier, its agents, sub-contractors and employees, in a timely manner access to the Customer's premises, data and other facilities as necessary for the provision of the Services and as requested by the Supplier;
  5.1.3 provide, in a timely manner, such In-put Material and other information as the Supplier may request and ensure that it is accurate in all material respects;
  5.1.4 inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises.
5.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
6 Change control
6.1 The Customer and the Supplier shall meet at such times as agreed between them to discuss matters relating to the Project. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing and the Supplier shall, within a reasonable time, provide a written estimate to the Customer of the likely variations to the timing and charges and the effect and impact on the Project Plan and the Contract generally.
6.2 The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety, licensing or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
6.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.
7 Charges and Payment
7.1 The fee basis for the Services will be set out in the Project Plan.
7.2 All fees exclude:
  7.2.1 Disbursements, which shall be added at cost plus VAT if applicable and
  7.2.2 VAT, which the Supplier shall add at the appropriate rate.
7.3 The Customer shall pay each invoice, without any set-off withholding or deduction whatsoever, submitted to it by the Supplier, in full and in cleared funds, within 28 days of the date of the invoice unless otherwise specified in the Project Plan.
7.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB Bank PLC accruing on a daily basis until payment is made, whether before or after any judgment.
7.5 Time for payment shall be of the essence of the Contract.
7.6 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This Condition 7.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
8 Intellectual Property Rights
  As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials or otherwise created pursuant to the Contract shall be owned entirely by the Supplier.
9 Limitation of Liability
9.1 This Condition 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
  9.1.1 any breach of the Contract;
  9.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and
  9.1.3 any representation, statement or tortious act or omission (including without limitation negligence and/or breach of statutory duty) arising under or in any way connected with the Contract.
9.2 All warranties, Conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
  9.3.1 for death or personal injury resulting from negligence; or
  9.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
9.4 Subject to Condition 9.2 and Condition 9.3
  9.4.1 the Supplier shall not be liable to the Customer for any loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
  9.4.2 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with or in any way connected to the performance or contemplated performance of the Contract shall be limited to the price that has been paid for the Services.
9.5 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
9.6 The Customer must inform the Supplier in writing without delay if the Customer considers that any Input Material is false or misleading. The Customer shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising as a result of the Supplier's use of any Input Material which has been approved by the Customer prior to use.
9.7 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason for any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier's reasonable control.
10 Termination
10.1 Subject to Condition 10.3, the Contract shall terminate automatically on completion of the Project in accordance with the Project Plan.
10.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
  10.2.1 the other party commits a material breach of any of the terms of Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  10.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
  10.2.3 the Customer becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or
  10.2.4 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
  10.2.5 a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
  10.2.6 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
  10.2.7 the other party suspends or ceases, or threatens to suspend or cease to carry on all or a substantial party of its business; or
  10.2.8 there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
10.3 On termination of the Contract for any reason:
  10.3.1 the Customer shall immediately, without any set-off withholding or deduction whatsoever, pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
  10.3.2 the Customer shall, return all of the Pre-existing Materials and Deliverables. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
  10.3.3 the accrued rights and liabilities of the parties as at termination, and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10.4 On termination of the Contract (however arising) clauses 8, 9, 10 and 11 shall survive and continue in full force and effect.
11 General Provisions
11.1 The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law, governmental order or order of any licensing or statutory body, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
11.2 Subject to Condition 7, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
11.3 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and in the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
11.4 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
11.5 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and Conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
11.6 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and Conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
11.7 Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11.8 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
11.9 These terms and Conditions above are deemed included in any and all Contracts concluded between the Customer and the Supplier and are applicable upon the commencement of any said Contract. Subject to Condition 11.2 above, where any term of the Contract is incompatible with the terms and Conditions stated above, the terms and Conditions stated above shall prevail.
12 Notices
12.1 Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number or email address, given in the Contract (or such other address, fax number, email address or person as the relevant party may notify to the other party).
12.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address referred to above, or if sent by p re-paid first class post or recorded delivery at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time hat the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission or if sent by email, on the next Business Day after transmission.
13 Governing Law and Jurisdiction
  The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

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