Terms and Conditions for Remote Services
Please read the following terms and conditions carefully, as they form an important part of our agreement: the ‘Client’, meaning the party for whom the Agreed Works are being undertaken and the ‘Company’, meaning CLPM Limited (company no. 09007428 ) whose registered office is at Thames House, Bourne End Business Park, Corres End Road, Bourne End, Bucks SL8 5AS whose email address is email@example.com
The Client has engaged the Company to provide online project consultancy services upon the terms set out herein and the Company has agreed to perform such services in accordance these Terms and Conditions. The services are herein referred to as the as the ‘Agreed Works’.
Agreed Works: the online project consultancy services as selected by the Client from the options on our Website.
Charges: the charges specified on our Website from time to time for our online project consultancy services and payable by the Client for the Agreed Works.
Client Contracts: means the particulars of all contracts between the Client and third parties, which the Client notifies to the Company, relating to the financing or re-financing of the Project, the disposal and /or letting of any interest in the Project, the provision of any enabling works for the Project, or the giving of consent or permission for the carrying out of the Project.
Confidential Information: all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party) and recordings and transcripts of online meetings.
Contract: the contract between the Company and the Client for the supply of the Agreed Works subject to these Terms and Conditions.
Intellectual Property and IP Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Material Breach: will include non-payment or late payment by the Client of Charges due and payable pursuant to these Terms and Conditions, any act by the Client in breach of these Terms and Conditions which prevents the Company carrying out its obligations under these Terms and Conditions or any other beach which in all the circumstances is wholly or partly remediable and is, or if not remedied, is likely to have a serious effect on the benefit which the innocent party would otherwise derive from performance of the contract in accordance with its terms.
Order: the Client’s offer made online to purchase online project consultancy services and the Company’s acceptance of that offer.
Professional Team: means the Company and any other professionals engaged by the Client in relation to the Agreed Works.
Support Sessions: remote video or telephone meetings to provide the Agreed Works over which the Company holds copyright.
Website: the Company’s website which provides the Client access to the online project management services.
1. The Contract
1.1 The Order constitutes an offer by the Client to purchase the Agreed Works in accordance with these Terms and Conditions.
1.2 The Order shall be deemed to be accepted when the Company acknowledges the Order by email at which point and on which date and time the Contract shall come into existence (Commencement Date and Time).
1.3 These Terms and Conditions shall apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Obligations of the Company
2.1 The Company shall perform the Agreed Works exercising all reasonable standards of skill and care.
2.2 The Company is not liable for the technical competency of any other service or product provider.
2.3 The Company does not provide design services and will not be held liable for any cost implications which may be the result of any design changes or amendments before or during the build phase or subsequent consequences after the build phase. The company may provide information to be incorporated into drawn design by others but is not responsible for the final drawn design based on this information.
2.4 The Client accepts liability for any design the Company is specifically requested and required by the Client to carry out.
2.5 Any layouts or sketches provided by the Company are schematic only and are not provided to scale.
2.6 It is the responsibility of the Client to ensure the accuracy of all building documentation provided to the Company. The Company does not accept liability for any inaccuracies contained within documents that have been approved by the Client.
2.7 The Company anticipates that all measurements for structural and internal components of the build project will be undertaken by the providers of those products and services. The Company accepts no liability for any consequences of inaccuracy of measurement by these providers.
2.8 The Company accepts no liability for any extension to the build duration for whatever reason and/or liability for any costs which may be incurred as a result of time delay.
2.9 The Company shall have the right to make any changes to the Agreed Works which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Agreed Works, and the Company shall notify the Client in any such event.
2.10 If the Company’s performance of any of its obligations under the Order is prevented or delayed by any act or omission by the Client or the Clients’ project team or failure by the Client to perform any relevant obligation (Client Default):-
a) The Company shall without limiting its other rights or remedies have the right to suspend performance of the Agreed Works until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;
b) The Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations for reasons set out in this clause 2.11; and
c) The Client shall reimburse the Company on written demand for any costs or loses incurred or sustained by the Company arising directly or indirectly from the Client Default including the loss of such Charges as would have been due to the Company for the Agreed Works if they are prevented from carrying out the Agreed Works or any part of them or as may arise from any delay caused to the carrying out of the Agreed Works.
2.11 The Company cannot guarantee a particular team member to carry out the Agreed Works. Whilst every effort is made to ensure continuity of staff on Agreed Works once instructed, changing workloads, holiday and sickness cover may necessitate other members of the team taking over some or all of the Agreed Works.
3. Obligations of the Client
3.1 Ensure that the terms of the Order are complete and accurate.
3.2 The Client shall provide the Company with any relevant and necessary information which is in its possession or control in such reasonable time so as not to delay or disrupt the performance by the Company of the Agreed Works.
3.3 The Client shall give any decisions approvals, consents or instructions required within a reasonable time necessary for the Company to carry out the Agreed Works.
3.4 To co-operate with the Company in all matters relating to the Agreed Works.
3.5 Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Agreed Works are to start.
3.6 The Client will inform the Company in writing of all special site and/or plant conditions including without prejudice to the generality of the foregoing the existence of any underground cables, pipes, drains or underground buildings or constructions and shall also inform the Company of any relevant site operating procedures and site safe operating procedures and any other regulations relevant to the carrying out of the Agreed Works the notification of such matters to be acknowledged in writing by the Company if they are to be binding upon them.
3.7 The Client shall provide free of charge such information and drawings as are available to the Client as may reasonably be required by the Company for the performance of the Agreed Works.
3.8 The client shall not share, publish or disclose in any format on any online or digital platform or in social media or any other forum any or any part of recordings or transcripts of online meetings and the client agrees they remain Confidential Information and the Company holds copyright.
3.9 The Company is carrying out the Agreed Works solely for the benefit of the Client and the Client shall indemnify the Company against any claims from any third parties in respect of the Agreed Works and any Additional Works unless the Company has, without being requested by the Client to do so, provided advice or information direct to such parties or has in writing permitted disclosure of such advice or information to such persons.
3.10 The Client shall pay the Charges shown in the Order.
4.1 Each party undertakes not to divulge or disclose to any third party, without the written consent of the other party, any Confidential Information and any other information or documents which are designated confidential by the disclosing party at any time or which can reasonably be considered to be confidential including those which arise during the performance of the Agreed Works, unless required to do so by law or unless such information or documents become available to the public through no fault of the receiving party.
4.2 As an exception to 4.1 above the Company shall be permitted to use information related to the Agreed Works for the purposes of marketing its services and in proposals for work of a similar type.
5.1 The Company holds professional indemnity insurance (other than cover in respect of pollution, contamination and asbestos) in an amount of not less than £1.5 million for each and every claim.
5.2 The Company agrees to maintain the insurances referred to in 5.1 above for the period of six years from the date of this Contract provided that such insurance continues to be available upon reasonable terms at reasonable commercial rates and shall when reasonably requested by the Client produce for inspection evidence of such insurance.
6. Liability (the Client’s attention is particularly drawn to this clause)
6.1 The Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
6.2 The Company’s total liability to the Client in respect of all other losses arising under or in connection with the Contract whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1.5 million.
6.3 The terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Order.
6.4 Nothing in this Contract shall operate to exclude or limit the Company liability in respect of:-
a) death or personal injury caused solely and directly by its negligence or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation; or
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.5 The Company shall not be liable to the Client for any loss, damage, costs, expenses or other claims arising from any documents or information or instructions supplied by the Client which are incomplete, incorrect, illegible, or arising from their late arrival or non-arrival or any other fault of the Client.
7. Ownership of Documents and Copyright
7.1 All Intellectual Property and IP Rights arising out of or in connection with the Agreed Works shall remain vested in the Company.
7.2 When so agreed by the Company and recorded in writing prior to the delivery of such Intellectual Property, and subject to the Company and its sub-consultants or sub-contractors having received payment of all Charges and disbursements properly due under this Contract, the Client shall have a non-exclusive licence to copy and use such Intellectual Property for solely for purposes directly related to the Agreed Works and any Additional Works. Such licence shall enable the Client to copy and use the Intellectual Property but solely for it’s own purposes with regard to the Agreed Works and such use shall not include any licence to reproduce any of the Intellectual Property contained therein.
7.3 Save as aforesaid, the Client shall not make copies of such Intellectual Property nor shall it use the same in connection with any other works or for any other purpose nor pass them to any third party without the prior written approval of the Company and upon such terms as may be agreed by the Company. The Company shall not be liable for the use by any person of such Intellectual Property for any purpose other than that for which the same were prepared by or on behalf of the Company.
7.4 The Company shall not disclose to any person any information provided by the Client as private and confidential unless so authorized by the Client or required by a Court of Law or competent authority.
8. Payment & Refunds
8.1 When the Client places an Order with the Company and the Company accepts that Order the Charges for the Agreed Works are to be paid by the Client by credit or debit card online at cl-pm.com in advance of the Agreed Works being provided.
8.2 The Charges can only be paid via the methods outlined above. The Client cannot pay the Charges via any other method and the Company do not accept any liability for monies paid by any other method than those outlined above.
8.3 The Charges may change from time to time but Agreed Works purchased prior to such a change will be delivered at the Charges originally agreed.
8.4 Where the Charges for the Agreed Works are to be paid on a monthly basis then the Company shall collect monthly Charges from the Client for Agreed Works in advance of the Agreed Works being carried out.
8.5 The Client shall pay the Company the full amount of the Charges for the Agreed Works which include VAT.
8.6 The Company operates a “No Quibble Refund Guarantee”. If the Client cancels the Agreed Works or terminates the Contract in accordance with clause 9 below, any funds held by the Company in relation to Agreed Works not already performed by the Company will be refunded in line with the terms in clause 9 below.
8.7 If the Client selects and pays for a service which the Company determines it cannot assist with, the Company will issue a full refund to the Client.
8.8 For security reasons, any refund of Client funds will be made back to the card from which the original payment was taken. If for any reason those card details have become invalid before any refund can be made, the Company reserves the right to verify the identity of the person requesting the refund and seek verification of the validity of any alternative card or bank account details provided by the Client.
8.9 The “No Quibble Refund Guarantee” only applies to funds previously paid to the Company.
8.10 Monies paid to the Company for the Agreed Works must be applied to the Agreed Works within six months of the date of the original payment to the Company. The Client agrees that after the expiry of this six month period, they will not be entitled to a refund of any funds not applied to Agreed Works or to utilise these funds for booking further services. If, at any point during this six month period the Client determines that they do not wish to take any more prepaid support sessions, they are entitled to a refund of the balance of funds. To request a refund, please contact the Company by email.
8.11 The Client cannot sell or transfer support which has been purchased in the Client’s name to any other person without the express permission of the Company.
8.12 The Client will book Support Sessions online. The Agreed Works will not be provided during weekends, on Bank Holidays or during the two week Company closure during the Christmas holiday period.
9. Re-Scheduling, Cancellation & Termination
9.1 The Client shall have 14 days from date and time of the Company acknowledging the Contract (the Cancellation Period) to cancel the contract. If the Client uses any of the Agreed Works during the Cancellation Period the Company shall be entitled to payment for those Agreed Works and the Company shall reimburse to the Client the balance of any Charges.
9.2 The Client may re-schedule or cancel a Support Session subject to giving the Company 48 hours’ written notice by email. If the required notice is not given the Company will charge the Client the full charge for the Support Session.
9.3 Either party may terminate the Contract by giving the other party not less than 14 days written notice by email. The Company shall be entitled to payment for any Agreed Works provided prior to the giving of notice to terminate and during the notice period and the Company shall reimburse to the Client the balance of any Charges paid.
10.1 No forbearance shown or granted to the Client by the Company unless in writing by an authorised officer of the Company shall in any way affect or prejudice the rights of the Company or be taken as a waiver of any terms of this agreement.
10.2 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach of default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11. Entire Agreement and Exclusion of Representations
11.1 These Terms and Conditions and the Order to which they and any other documents referred to in these Terms and Conditions represent the entire agreement of the parties hereto with respect to the Agreed Works and any Additional Works and supersede any prior written or oral warranties, terms, conditions and representations whether express or implied. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by on behalf of the Company which is not set out in the Order or these Terms and Conditions or other documents referred to in these Terms and Conditions.
11.2 The Company will not be bound by any standard or printed terms, conditions, warranties or representations furnished by the Client in any of its documents unless the Company specifically states in writing separately from those documents that it intends such terms and conditions to apply and the Client acknowledges such notification in writing.
11.3 For any variation of the Contract to be effective the variations must be in writing and signed by both the Company and the Client.
Any notice to be given by the Client under this Contract shall be deemed to be duly given if it is in writing by email to the email address of the Company shown at the head of these Terms and Conditions. A notice to be given by the Company to the Client shall be deemed to be duly given if it is in writing to the email address provided by the Client at the creation of the Contract.
13. Delay and Force Majeure Event
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company 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 or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Company will comply with any programme for the achievement of the Agreed Works unless delayed or prevented by a Force Majeure Event and in any such circumstances the Company will use reasonable endeavours to complete the Agreed Works as promptly as is reasonably possible but will not be liable to the Client for any delay resulting from such circumstances nor in the event that it is unable to complete the Agreed Works at all.
13.3 If the Company through no fault of its own is unable to carry out the Agreed Works according to any agreed timetable by reason of other works being carried out by third parties being unfulfilled or for any other reason which is the responsibility of the Client the Company will not be liable to the Client for any loss arising.
14. Governing Law
This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the English Courts.
15.1 The Client shall not be entitled to assign, transfer, sub-contract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the consent in writing of the Company.
15.2 The Company shall be entitled at any time to assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of its obligations under this Contract.
If any disputes arise between the parties with respect to any matter then such a dispute shall at the instance of either party be referred to a person agreed between the parties, and, in default of agreement within twenty-one days of notice from either party to the other calling upon the other so to agree. Such person shall be appointed to act as an expert and not as an arbitrator and the decision of such person shall be final and binding. The costs of such expert shall be borne equally by the parties unless such expert shall decide one party has acted unreasonably in which case he shall have discretion as to costs.
If any term or provision in this Contract is or becomes invalid, illegal or unenforceable it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18. Third Party Rights
A person who is not a party to the Contract shall have no rights to enforce its terms.
19. Client Registration and Use of Personal Data
19.2 The Client acknowledges and agrees that they remain a Data Controller in respect of such Personal Data and that, in conjunction, the Company will act as Joint Controller, as defined under Article 26 of the GDPR.
19.4 Personal data, and/or information about the Client, that is provided to the Company may be used to:
a) Identify the Client;
b) Help administer, and contact the Client about improved administration of, any accounts, services and products provided to the Client;
c) Trace debtors, recover debt, prevent, detect fraud and check the Client’s identity to prevent money laundering unless the Client provides the Company other satisfactory proof of identity;
d) Carry out marketing analysis and customer profiling (including with transactional information) and create statistical and testing information;
e) Help identify accounts, services and/or products which the Company feel may be of interest to the Client. The Company may do this by automatic means using a scoring system, which uses the personal data and/or information the Client has provided.
f) Contact the Client in any way (including mail, email, phone, visit, text or multimedia messages) about products and services offered by the Company.
g) Provide personal data and/or information that has been legitimately asked for by legal or regulatory bodies or where the Company are required to provide it as part of legal proceedings or prospective legal proceedings.
19.5 The Company may monitor and record communications with the Client (including video and phone conversations and emails) for quality assurance, legal, compliance and training purposes.
19.6 The Company may check Client details with fraud prevention agencies. If the Client has provided false or inaccurate personal data and/or information and the Company suspect fraud, the Company will record this and may provide this information to fraud prevention agencies and other relevant authorities including the police.