In these Conditions
AGREED FEE means the charges agreed between CDS and the Client in relation to the Specified Service (Fees exceeding £10,000 will require 25% of gross upon acceptance of order)
CLIENT means the person named on the Specification Sheet for whom CDS has agreed to provide the Specified Service in accordance with these Conditions
CONTRACT means the contract for the provision of the Specified Service
DOCUMENT includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data
INPUT MATERIAL means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service
OUTPUT MATERIAL means any Documents or other materials, and any data or other information provided by CDS relating to the Specified Service
SPECIFICATION SHEET means the sheet to which these Conditions are appended
SPECIFIED SERVICE means the service relating to geophysical surveys of land to be provided by CDS for the Client and referred to in the Specification Sheet
CDS means CDS (registered in England under number 05089827) or its subsidiary as stated on the
Specification Sheet
The headings in these Conditions are for convenience only and shall not affect their interpretation.
CDS shall provide the Specified Service to the Client subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by CDS and the Client.
The Client shall allow CDS adequate access to its property at reasonable times and for so long as is necessary to enable CDS to provide the Specified Service in accordance with the Contract.
The Client shall at its own expense supply CDS with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable CDS to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
CDS shall have no liability for any loss or damage, however caused, to the Input Material. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
The Specified Service shall be provided in accordance with the Specification Sheet subject to these Conditions.
Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in CDS’s brochure or other promotional literature, may be made available on written request.
CDS may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client.
CDS may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
Subject to any special terms agreed, the Client shall pay the Agreed Fee and any additional sums which are agreed between CDS and the Client for the provision of the Specified Service or which, in CDS’s sole discretion, are reasonably incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
CDS shall be entitled to invoice the Client on completion of the Specified Service.
The Agreed Fee and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of CDS’s invoice.
If payment is not made on the due date, CDS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 % above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.
The property and any copyright or other intellectual property rights in:
any Input Material shall belong to the Client
any Output Material and any amendments or variations to the Input Material made by CDS shall, unless otherwise agreed in writing between the Client and CDS, belong to CDS, subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Service.
Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by CDS, and all Output Material or other information provided by CDS which is so designated by CDS shall be kept confidential by the Client;
but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
The Client warrants that any Input Material and its use by CDS for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify CDS against any loss, damages, costs, expenses or other claims arising from any such infringement.
CDS warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet. Where CDS supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, CDS does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to CDS.
CDS shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client 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 Client.
Except in respect of death or personal injury caused by CDS’s negligence, or as expressly provided in these Conditions, CDS shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of CDS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of CDS under or in connection with the Contract shall not exceed the amount of CDS’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
CDS shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of CDS’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond CDS’s reasonable control.
Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so.
This clause applies if:
the Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
the Client ceases, or threatens to cease, to carry on business; or
CDS reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
If this clause applies then, without prejudice to any other right or remedy available to CDS, CDS shall be entitled to cancel the Contract or suspend any further provision of services under the Contract without any liability to the Client, and if the Services have been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
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.
Any dispute arising under or in connection with these Conditions or the provision of the Specified Service 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 Institute of Arbitrators.
English law shall apply to the Contract, and the parties agree to submit to the non‑exclusive jurisdiction of the English courts.
