Terms and Conditions

1. BACKGROUND

1.1 For the purpose of this Appointment the following words and expressions shall have the meaning defined below:

Appointment – means these terms and conditions together with the Fee Proposal and all other documents referred to in the Fee Proposal.

Client – means the legal entity requiring the Services to be performed by Peninsular Acoustics as identified in the Fee Proposal, its successors and assigns together with any third parties identified in the Fee Proposal as being entitled to enforce any terms of this Appointment.

Fee – means the sum specified in the Fee Proposal payable to Peninsular Acoustics for the performance of the Services, as that sum may be adjusted from time to time in accordance with this Appointment.

Fee Proposal – means the written submission by Peninsular Acoustics to the Client detailing the Services, Time Frame and Fee.

Services – means the work and activities to be performed by Peninsular Acoustics as detailed in the Fee Proposal unless varied in accordance with clause 2.9.

Time Frame – means the period or date by when the Services are to be completed or any given part of the Services are to be completed. The Time Frame is subject to adjustment in accordance with clause 2.9.

Peninsular Acoustics – means Peninsular Acoustics Limited incorporated and registered in England with company number 07982224 whose registered office is at

Office 14
25 Clock Tower Building
Clock Tower Park
Longmoor Lane
Liverpool
L10 1LD

 

2. PENINSULAR ACOUSTICS’ OBLIGATIONS

2.1 Any Services provided to you prior to the date of this Appointment are deemed to have been provided pursuant to the terms of this Appointment.

2.2 In performing the Services Peninsular Acoustics shall exercise the reasonable skill, care and diligence to be expected of a properly qualified professional experienced in providing services of a similar size, scope and complexity as the Services.

2.3 The Fee Proposal shall detail those who are to perform the Services, including both the senior Peninsular Acoustics personnel managing the performance of the Services and any third parties to be engaged by Peninsular Acoustics to perform any aspect of the Services. Peninsular Acoustics shall secure the Client’s agreement before appointing any other third party to perform any of the Services.

2.4 In undertaking the Services, Peninsular Acoustics shall maintain an internal management control system with the aim of ensuring quality of service.

2.5 Peninsular Acoustics shall perform the Services in accordance with the Time Frame subject to the terms of this Appointment.

2.6 Peninsular Acoustics shall maintain professional indemnity insurance cover of £1,000,000 in the aggregate providing that such insurance is available in the United Kingdom on reasonable terms and rates.

2.7 Peninsular Acoustics grants to the Client a non-exclusive, royalty free license with the right to grant sub-licences including the right to copy all of the reports, information, drawings, specifications or other material howsoever issued by Peninsular Acoustics to the Client as part of the Services. Peninsular Acoustics reserves the right to revoke this license for any period or periods during which any monies payable to Peninsular Acoustics under this Appointment are outstanding.

2.8 No collateral warranty or letters of reliance will be provided by Peninsular Acoustics.

2.9 Peninsular Acoustics shall perform any changes to the Services defined in the Fee Proposal as reasonably requested by the Client In the event of a request being made the parties shall exercise their best endeavours to agree a revision to the Services, and a new Time Frame and Fee in respect of the changed Services.

2.10 Peninsular Acoustics’ total liability under or in connection with this Appointment shall be limited to the sum of £1,000,000 (one million pounds) in the aggregate, whether arising out of breach of contract, tort, breach of statutory duty or otherwise. Peninsular Acoustics shall not be liable for indirect or consequential loss, loss of profit or loss of business. Liability for any claims in relation to asbestos is excluded.

2.11 Should Peninsular Acoustics fail to perform the Services in accordance with this Appointment the Client shall only be entitled to recover that amount which it would be just and equitable to recover from Peninsular Acoustics based on all parties contributing in the same percentage as their respective responsibility in causing the event or events which led to the Client suffering the damage, loss, expense or cost incurred.

2.12 Peninsular Acoustics shall not be liable for the use to which the Services or any information, drawings, reports, designs, specifications or deliverables issued to the Client as part of the Services is put by the Client save for the express purpose or intent expressed in the Fee Proposal. Peninsular Acoustics shall also not be liable for any copyright infringement by the Client of the Crown’s copyright in protected Ordnance Survey base data.

2.13 Neither party shall be in breach of this Appointment nor liable for delay in performing, or failure to perform, any of its obligations under this Appointment if or to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control (including without limitation any epidemic or pandemic). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations and the parties shall work together to agree how to best protect their respective interests under this Appointment. If the period of delay or non-performance continues for more than three months, then either party may terminate this Appointment by giving 7 days’ written notice to the other party.

2.14 Peninsular Acoustics warrants that none of its personnel or any associated person connected to Peninsular Acoustics shall act in contravention of the Bribery Act 2010, the Enterprise and Regulatory Reform Act 2013, or any other anti- corruption and/or anti-competitive legislation or legal requirement, and Peninsular Acoustics maintains internal procedures to ensure compliance.

2.15 Peninsular Acoustics warrants that it shall at all times comply with the Modern Slavery Act 2015.

 

3. CLIENT OBLIGATIONS

3.1 The Client shall pay the Fee, plus any expenses and other disbursements and all taxes properly chargeable, in accordance with any stage payments specified in the Fee Proposal, or in the event that the Fee Proposal does not provide for stage payments then Peninsular Acoustics shall issue an invoice to the Client at the end of the month in which the Services or any part thereof have been performed.

3.2 Every invoice issued by Peninsular Acoustics shall constitute a payment notice issued by the payee for the purposes of section 110A of the Housing Grants, Construction and Regeneration Act 1996. The due date for payment is the date of the invoice and the final date for payment is 28 days after the due date. If payment is not received in full by the final date for payment then Peninsular Acoustics may charge any sums which it is entitled to levy pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 until payment is received by Peninsular Acoustics.

3.3 The Client shall provide Peninsular Acoustics with all information, support and assistance either stated within the Fee Proposal or otherwise reasonably anticipated by Peninsular Acoustics to perform the Services at no charge to Peninsular Acoustics at such time as required to enable Peninsular Acoustics to carry out the Services in accordance with the Time Frame.

 

4. SUSPENSION BY THE CLIENT

4.1 The Client shall be entitled to suspend the performance of the Services upon providing Peninsular Acoustics with seven days written notice.

4.2 In the event of suspension, Peninsular Acoustics shall be entitled to invoice the Client for the Services rendered up to the date of suspension, including any expenses and disbursements payable under this Appointment together with any taxes properly chargeable in respect of the same which shall be payable as if it were an invoice issued under clause 3.

4.3 Peninsular Acoustics shall only be obliged to recommence the performance of the Services upon the Client satisfying its obligations under this Appointment, including paying any invoice issued under clause 4.2, and the Parties agreeing any changes to the Fee and Time Frame resulting from the suspension.

 

5. TERMINATION

5.1 The Client may terminate this Appointment for any reason upon 28 days written notice or seven days written notice in the event that Peninsular Acoustics is in breach of this Appointment provided that Peninsular Acoustics has been advised of the breach by the Client and has failed to commence such actions as necessary to remedy the breach.

5.2 Peninsular Acoustics may terminate this Appointment if any period of suspension under clause 4 shall last for more than three months upon seven days written notice to the Client.

5.3 Termination by either party does not affect the Parties’ respective rights and entitlements pursuant to this Appointment.

 

6. DATA PROTECTION

6.1 For the purposes of these terms, “controller”, “data subject” and “personal data” have the meanings given under the Regulation; “processing” has the meaning given under the Regulation (and “process”, “processed” and “processes” shall be construed accordingly); and “Regulation” means the Data Protection Act 2018.

6.2 To the extent that the Client provides Peninsular Acoustics with personal data in connection with the performance of the Appointment, the Client agrees that the Client and Peninsular Acoustics shall each be independent controllers of the personal data in their own right.

6.3 The Client hereby warrants in respect of such personal data that it has the authority and lawful basis to provide the personal data to Peninsular Acoustics and that the Client shall comply with all applicable laws in respect of the personal data, including by providing the relevant information to the data subjects as is required by such laws and obtaining such consent as may be required by Peninsular Acoustics from time to time to enable Peninsular Acoustics to process the personal data in connection with the performance of the Appointment (and the Client shall provide Peninsular Acoustics with records of such consent promptly upon request).

6.4 The Client acknowledges that Peninsular Acoustics may process the personal data as set out in the privacy pages at Peninsular Acoustics.com or provided by Peninsular Acoustics to the Client from time to time, and that personal data may be transferred and otherwise processed outside the European Economic Area in connection with delivering the relevant Services, including by Peninsular Acoustics group companies in India (with whom Peninsular Acoustics have entered into a model clause agreement).

 

7. DISPUTE RESOLUTION

7.1 If a dispute or difference arises under this Appointment which the Parties are unable to resolve by way of direct negotiations acting in good faith then the Parties shall refer such dispute or difference to mediation using the Centre for Effective Dispute Resolution.

7.2 If a dispute or difference arises under this Appointment which either party wishes to refer to adjudication then Part 1 of the Scheme for Construction Contracts Regulations in force at the date of the referral shall apply and the nominating body shall be the Association for Consultancy and Engineering.

 

8. GENERAL

8.1 Save as may be necessary for the performance of the Services, or as required by law, the parties agree to treat as confidential all information relating to this Appointment and to take all reasonable steps to ensure that any third party to whom it is necessary to disclose information in performance of the Services provides an equivalent undertaking.

8.2 This Appointment constitutes the entire agreement between the Parties with respect to the performance of the Services. No prior discussions, negotiations, statements, representations whether written or oral, except as recorded in this Appointment shall be binding upon the Parties.

8.3 If any provision of this Appointment is or becomes illegal or invalid, it shall not affect the legality and validity of the other provisions.

8.4 Nothing in this Appointment shall confer any rights to enforce any of its terms on any person who is not a party to it.

8.5 This Appointment and the Fee Proposal describe the terms on which we will act for you and your continued instructions will be taken as acceptance of this Appointment and our Fee Proposal.

 

9. GOVERNING LAW

9.1 English Law shall apply to the interpretation of this Appointment and govern the performance of the Services, and subject to clause 7 the Parties agree to submit to the exclusive jurisdiction of the English Courts.