Company Terms and Conditions
1.1. Cogeo’s acceptance of the Client’s instructions to act will be on the following terms and conditions, which apply unless specifically amended in writing.
2.1. In these terms and conditions the following words and expressions bear the following meanings:
“Client” means the party for whom a Proposal has been prepared;
“Confidential Information” means all information relating to either Cogeo or the Client which may fairly be considered to be of a confidential nature;
“Project” means the project for which the services and works set out in the Proposal are to be carried out;
“Proposal” means the offer by Cogeo to carry out work and services for the Client in connection with a particular Project identified in the Proposal;
“Cogeo” means Cogeo Planning and Environmental Services Limited.
2.2. The contract between Cogeo and the Client consists of these standard terms and conditions, the Proposal, and the Client’s unqualified acceptance of the Proposal. Any amendment or addition to the contract shall be agreed in writing by both Parties. The documents noted here comprise the entire agreement, and all prior agreements whether in writing or verbal shall be superseded.
2.3. Cogeo are entitled to withdraw, amend, or revise a Proposal at any stage before acceptance by the Client. If a Proposal is not accepted unconditionally by a Client within 28 calendar days of issue, it shall be deemed to have been automatically withdrawn. The contract is formed on the Client’s unqualified acceptance of a Proposal.
2.4. A person who is not a party to the Proposal shall have no rights under or in connection with it, save in relation to assignees or permitted successors under clause 14.
3. Statement of professional standards
3.1. Cogeo will exercise the reasonable skill and care of a competent consultant in relation to the performance of all works and services involved in the delivery of the Proposal.
4.1. Cogeo shall use its reasonable endeavours to fulfil any commitments made to the Client on the timing and the scope of the Project, however the Parties acknowledge and accept that Cogeo cannot guarantee performance in either respect. All commitments made verbally or in writing with respect to the timing and scope of a Proposal are made in good faith but are subject to this clause 4.1.
5.1. Each Party shall hold the other Party’s Confidential Information solely for the purposes provided for in the Proposal and will keep in confidence the other Party’s Confidential Information made available to it; provided, however, that such restriction on disclosure shall not apply to any information that:
5.1.1. is in the public domain through no fault of the Party receiving the disclosure;
5.1.2. is or was disclosed to the receiving Party by a third party that was not under a similar confidentiality agreement; or
5.1.3. is required to be disclosed by applicable law or an order of a relevant public body.
5.2. Each Party shall be responsible for its own agents, workers and employees with respect to ensuring that no Confidential Information will be disclosed.
5.3. The Client accepts that Cogeo shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client provided that Cogeo will not disclose anything which is Confidential Information.
6. Supply of Materials and Information
6.1. The Client will endeavour to ensure that any information Cogeo may require for the Project is made available to Cogeo as and when it reasonably requires. The Client accepts that any delay in this regard may impact upon the estimate of fees contained in the Proposal.
6.2. If the Client becomes aware of any new information or development which may affect Cogeo’s provision of services in connection with the Project, it shall inform Cogeo as soon as reasonably practicable of such matter.
7. Rights of Ownership
7.1. All rights of ownership to all materials prepared by Cogeo, whether written or not, shall remain the property of Cogeo. The copyright and intellectual property rights in all materials prepared by Cogeo shall belong to and remain the property of Cogeo, unless otherwise agreed and may not be reproduced without permission.
7.2. Subject to payment of all fees due to Cogeo, on the Client’s acceptance of the Proposal Cogeo shall grant to the Client an irrevocable, royalty-free, non-exclusive licence to copy use and reproduce all reports, surveys, and other documents and information prepared by or on Cogeo’s behalf for the Client for the Project for any purpose relating to the Project. The Client shall be liable for (and Cogeo shall not be so liable) for any use of any such materials for any purpose other than that for which they were prepared.
8.1. Cogeo shall submit invoices to the Client monthly in arrears unless otherwise stated in the Proposal. Any estimate of Cogeo’s professional fees set out in the Proposal or given in writing or verbally following acceptance of the Proposal is an estimate unless otherwise stated, and will not be exceeded without prior agreement with the Client. Estimates are made on the basis of the best possible information available.
8.2. Cogeo may vary an estimate according to circumstances, for example (without limitation): i) where the scope of work changes, ii) the volume of work requires to deliver the Proposal increased, iii) the time involved increased beyond initial reasonable expectations, iv) the continuity of work is disrupted for reasons outwith Cogeo’s control, or v) an issue or issues arise which increase the complexity of the work required to deliver the Project.
8.3. The “due date” for all invoices is twenty-eight (28) days from the date of issue. Any queries must be raised in writing within that 14 day period. The “final date” for payment shall be fourteen days after each due date. Cogeo reserve the right to cease to act in any case where these payment terms are not met.
8.4. The Client’s responsibility is for payment to Cogeo of the full amount agreed. The Client agrees to adjust all payments to take into account any charges levied (such as may be made by the transferring bank), such that the full amount is received by Cogeo.
8.5. Cogeo reserves the right to charge interest on any accounts not paid in accordance with these terms, at the rate of 8% per annum over base rate, in accordance with the late payment of Commercial Debts (Interest) Act 1998.
8.6. Unless otherwise stated all fees quoted in a Proposal are net of Value Added Tax. The Client shall be responsible for payment of all Value Added Tax payable at the appropriate rate from time to time.
8.7. All expenses, disbursements, outlays, and others shall be charged by Cogeo in addition to fees for services and works performed pursuant to a Proposal. Cogeo will advise where disbursements, outlays, etc. do not attract Value Added Tax.
8.8. If the Client terminates or suspends the project, Cogeo will be entitled to payment by the Client for the full value of time, costs committed, and expenses incurred up to the date of termination or suspension. All rights and ownership of materials prepared by Cogeo, whether written or not, will remain the property of Cogeo until full payment of fees are received
9. Liability for advice given
9.1. Cogeo provides information, advice and services in good faith based upon information available at the time in accordance with the standard of skill and care set out in clause 3.1. Cogeo does not warrant the accuracy of information provided to it.
9.2. Cogeo advises that any data critical to a decision of the Client should be independently verified prior to being acted upon and Cogeo accepts no liability for the consequences of its information, opinions and advice whether direct or indirect.
9.3. It is the responsibility of the Client to decide whether or not to accept the advice of Cogeo when making their decisions on the Project. Cogeo grants no warranty or undertaking whatsoever in relation to the success or viability of the Project.
10. Limitation of Liability
10.1. Without prejudice to these terms and conditions, any liability on the part of Cogeo other than in respect of death, personal injury, wilful default, or fraud arises only upon payment of the invoice or invoices relating to the Proposal and is limited to the value of the fees paid by the Client to Cogeo or the value of the loss or One Million Pounds Sterling (£1,000,000) whichever is the lesser amount. Cogeo accepts no liability whatsoever for any indirect or consequential loss of any kind including but not limited to loss of production, use, revenue, profit or opportunity.
11.1. Cogeo may terminate the contract and discontinue immediately and without notice all work for the Client should the Client become insolvent and/or unable to pay its debts as they become due, bankrupt, or placed in the hands of a receiver or administrator or wound up, or suffers an analogous insolvency event.
12.1. This contract shall be binding upon and inure to the benefit of the successors and assignees of Cogeo and the Client. Cogeo may assign the whole or any part(s) of its rights or obligations hereunder at any time. The Client may not assign, transfer, charge, or subcontract any or all of its rights or obligations under this Agreement without Cogeo’s prior consent.
13. Illegal Activities
13.1. Cogeo will not carry out any illegal activities on behalf of the Client and any request to do so will render the contract void in respect of performance by Cogeo and Cogeo will be entitled to recover in full its fee and expenses. The Client undertakes not to make any illegal use of any information provided by Cogeo.
13.2. The Client undertakes to indemnify Cogeo against all claims from third parties that may arise as a result of any such illegal use of information or advice including breach of copyright.
14. Force Majeure
14.1. Cogeo agrees to use its reasonable endeavours to perform the Contract for the Client as specified but Cogeo will not be responsible for any delay or failure to complete the Contract which is beyond Cogeo’s control and which could not have been reasonably predicted. Should an event which is beyond Cogeo’s control occur which materially prejudices Cogeo’s ability to provide works and services in accordance with the Proposal, Cogeo expressly reserves the right to cancel or suspend the whole or any part of the contract.
15. Governing Law and Jurisdiction
15.1. This Contract shall be subject to Scots Law and the parties to the Contract hereby submit to the exclusive jurisdiction of the Scottish Courts.