Name of company
Ainsley Smith & Co
21 Argyll Square
Tel: +44 (0)1631 720699
Business ID no.
941 357 620
STANDARD TERMS & CONDITIONS OF SERVICE
"the Contract" shall mean the contract of which these Conditions of Contract form a part.
"TransTech" shall mean TransTech Limited., a company registered in Scotland, registered number SC175087.
"the Work" shall mean the consultancy, analysis, surveying, or other services, which TransTech undertakes to perform for the client under the Contract.
"the Data" shall mean advice, data, analysis results, reports and other information arising from the Work.
2. SUPPLY OF INFORMATION, DATA, ETC.
2.1 The client shall supply all necessary materials, information, data, photographs, drawings and items to the timescale required by TransTech. When providing data for analysis or information for inclusion in a report it is the client’s responsibility to ensure its accuracy.
3.1 Quotations are open for acceptance for 60 days from issue and valid for 6 months after acceptance.
4. TRAVEL, ACCESS and ACCOMMODATION
4.1 Where the Work is to be carried out at a location other than the premises of TransTech, the client shall ensure access to the location for TransTech, its employees or agents as required. If TransTech is unable to gain access to the location at the agreed or required time then TransTech shall be entitled to charge the client for any aborted time and associated costs.
4.2 Where the Work is carried out at a location other than the premises of TransTech travel will be charged at cost or, where road travel is required, at 59p per mile. Overnight accommodation and subsistence will incur an additional charge.
4.3 Where the Work requires access to offshore sites the client may have to make a boat available to TransTech.
5.1 Payment shall become due immediately on presentation of TransTech’s invoice for the relevant period or following completion of the Work or on achievement of the agreed milestones. Interest at 5% above LIBOR may be added to payments not received within 14 days of the due date. TransTech can provide timesheets for the Work charged at a per diem or hourly rate.
5.2 Full or partial payment may be required in advance for the Work.
5.3 If payment is not made in accordance with clause 5.1 TransTech shall be entitled to charge the client for interest and costs in accordance with late payment legislation.
6.1 The Work, all information supplied by the Client and all Data are confidential to the Client and will not be discussed with or disclosed by TransTech to a third party without the prior permission of the Client. This clause shall not apply to information, which is owned by TransTech (solely or jointly with any third party or parties), which is already known to TransTech prior to disclosure by the Client, which is or becomes available to TransTech by lawful means, or which is already in the public domain.
6.2 Each party agrees to maintain secret and confidential all information relating to the business affairs methods and know-how of the other that it acquires pursuant to the Contract.
6.3 Notwithstanding clause 8.3 and without prejudice to the Client’s right to use the Data, the copyright in any report or written statement of the Data produced by TransTech shall be vested in TransTech. The Client may reproduce such report or pass the same under any circumstances to any third party.
6.4 Data is provided solely to the client for the purpose for which it was specifically commissioned. TransTech accepts no liability if the Data is used for any other purpose or by anyone other than the client.
7.1 TransTech will use all reasonable endeavours to ensure that all Data provided to the client are correct in all respects but will not accept, and shall be indemnified by the client against any liability for loss of or damage to property and any other costs and expenses associated therewith arising out of discrepancies errors or omissions in the Data or from the execution of the Contract howsoever caused or incurred, except insofar as the same is caused by the negligence of TransTech, its employees or agents.
7.2 The above indemnity shall extend to each and every one of TransTech’s employees or agents and in the event of any claim whatsoever being made against any such employee or agent personally in circumstances where, had the claim been made against TransTech, TransTech would be entitled under the provisions hereof to seek an indemnity in respect of such claim from the client,
THEN TransTech shall be entitled to indemnify such employee or agent for any liability, which he or she might incur as aforesaid and the client will repay to TransTech any sum expended by TransTech by reason of such indemnity.
7.3 Notwithstanding any other provision hereof, under no circumstances shall TransTech be liable to the client:
(a) for indirect or consequential losses (which shall be taken to include but not necessarily be limited to loss of contracts, loss of business, loss of projects, loss of goodwill and loss of reputation); or
(b) save in cases of death or personal injury caused by the negligence of TransTech, for any amount above an aggregate liability of the value of the Contract or other such sum as may be agreed between the parties hereto.
8. DATA, CONCLUSIONS AND RECOMMENDATIONS
8.1 Whilst TransTech undertakes that it knows of no such infringement TransTech does not warrant that any Data passed to the client pursuant to the Contract are not an infringement of any valid or subsisting intellectual property rights held by a third party.
8.2 All Data provided, conclusions reached, or recommendations made by TransTech rely on scientific concepts, disciplines and procedures used or adopted by TransTech and TransTech does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which TransTech has direct experience. Nor will TransTech’s reported conclusions necessarily meet the requirements of the relevant local authority or any other competent authority in respect of the granting of any permit, licence, permission or authority to act in any way.
8.3 Ownership of the Data shall vest in the Client. Ownership of all skills knowledge know-how techniques and methods employed in obtaining the Data insofar as such skills knowledge know-how techniques and methods have their origin in the skill and endeavour of TransTech shall vest in TransTech.
8.4 Reports are limited to 2 hardcopies per document. Extra copies will incur an additional charge to cover printing costs. Documents can also be provided in electronic format via e-mail at no charge.
8.5 Where advice is given free of charge, it is given in good faith and on the understanding that we have no legal liability for it.
9. FORCE MAJEURE
TransTech shall not be liable in respect of any failure or delay in fulfilling its obligations hereunder so long as such failure or delay results from any cause beyond the reasonable control of TransTech and in the event of any such failure or delay the time for performance of any such obligations shall be extended correspondingly.
In the event of any invention or improvement being made with the assistance of TransTech’s staff arising from the Work, TransTech shall have the right to be joined in any application for a patent and to be registered as joint proprietors.
TransTech has specific quality assurance procedures in place. We are also SEPA registered for AutoDEPOMOD and Bath Treatment modelling.
12. GOVERNING LAW
These conditions shall be governed by and interpreted in accordance with the Laws of Scotland and shall be subject to the exclusive jurisdiction of the Scottish Courts.