TERMS AND CONDITIONS

The following terms and conditions apply to all Building Inspection Report Works between Environ
Property Services Ltd and the Client. Acceptance of this proposal and commencement of the project will
be taken as acceptance of the following terms and conditions, unless otherwise agreed in writing before
commencement of the Works, this does not include any wording or terms set out in any subcontract or
purchase orders from the Client and these terms will supersede all other terms and prevail in the event of
any disputes.

1. Appointment of Environ

1.1 Client appoints Environ to provide the Works to Client during the Term and Environ agrees to
provide the Works for Client, on the terms and conditions contained in the Agreement.

1.2 The Agreement shall commence on the Start Date and, unless otherwise agreed, Environ shall
commence the Works on the date set out in the applicable Order.

1.3 Once a start date has been scheduled a minimum of two working days’ notice is required
should the date be altered. Shorter notice will incur a fee to cover any loss incurred by
Environ.

1.4 The Agreement shall continue in force indefinitely until terminated by either party in
accordance with Clause 15 (Termination).

2. Work Specification and Boundaries

2.1 Working agreements: All prices quoted are calculated on the basis of free access and
unimpeded working during our normal working hours (8am – 5pm Mon – Fri) unless otherwise
stated. Free access is required for delivery of building materials, machinery and skips etc.

2.2 Confirmed Works: All confirmed Works will require an email confirmation from Client.
Should you Client only choose to accept part of a quote please be aware that this may affect
your guarantee of Works. All Works priced below £10,000.00 +VAT are required to be paid in
full at the time of booking to confirm Client’s tradesman, materials, and appointment. Environ
require a 50% deposit for all Works priced above £10,000.00 +VAT, this needs to be paid in
full at the time of booking to confirm Client’s tradesman, materials, and appointment. The
balance of this payment will become due 21 days from start date of Works (‘‘Due Date’’)
regardless of the Works being complete. If Works are completed and signed off before this
time, the balance will be due immediately. You have the Environ guarantee that all confirmed
Works will be fully completed as per report and specification within a scheduled and reasonable
period (weather permitting for external Works), signed off together with the Client and foreman
or Senior Maintenance Manager, if the project management fee has been included.
2.3

2.4[2.2] Access to, and collection of, used or unused building materials, equipment etc. remains in place
until full and cleared final payment is received.

2.5 If an external recommendation has been made in the survey that has a direct correlation to the
water ingress and damp issues noted in the interior of the Client’s Premises, then these Works
must be carried out prior to any internal damp works, by Environ. Failure to do so will result in
no guarantees for internal works being provided, or the guarantee being voided.

2.6[2.3] Although Environ makes best endeavours to provide a complete analysis and list of Works with
an estimate, nevertheless variations to Works commonly occur. Environ bears no responsibility
for the cost of additional unforeseen difficulties, progressively dilapidated and un-noticed
Works which come to light once the project is underway. These items are subject to discussion,
agreed remedial action and cost between the Client and Environ.

2.7[2.4] Environ reserves the right to make any variation in design, construction, or materials, should it
become necessary during the course of the treatment Works without prior notice to Client, but
without reducing the design performance.
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[2.5]

2.8[2.6] Both Environ and the Client to agree on practical arrangements on working methods that
provide minimum disruption to the Client and allow Works to be carried out efficiently by
Environ.

2.9[2.7] Notwithstanding Clause 2.5, Environ will endeavour to keep disruption to a minimum, and
Client acknowledges that this cannot be avoided. Environ will not be held liable for any areas
disturbed during these Works.

2.10[2.8] In the event of circumstantial changes (specification/scope of Works changed) the time to
complete Works will be affected accordingly. However, this should not affect any payment plan
formally agreed.

2.11[2.9] Where Additional Works are identified during the Works, which have not been identified in
the estimate, Environ will give notice. Where requirements are discussed and actions agreed,
Environ shall produce either an additional estimate for large Works or request signature of a
Notice of Variation, which the Client must accept in writing, as with the original estimate.
Additional Works to the estimate requested by the Client will be added to a Notice of Variation,
with final determination of their extent and cost at Environ’s sole discretion. Additional Works
will either be added to the final invoice on completion, or a separate variations invoice will be
raised. In exceptional cases a further deposit payment may be required, at Environ’s discretion.

2.12[2.10] Where it is not possible to reach the Client to discuss and sign a Notice of Variation, the right
of determination in absentia rests entirely with Environ to ensure security and/or complete
Works in a timely way. Environ warrants that determination of the requirement for Works shall
not be inappropriately judged or advised. Environ will make reasonable endeavours to
communicate with the Client by telephone or in writing prior to making a determination.

2.13[2.11] Variations shall include but not be limited to additional items discovered or requested by the
Client, deleted items, superseded processes, the cost of additional materials, materials collection
time, delivery cost, plant hire, waste removal, transport related costs, congestion charge, parking
permits fees and costs.

2.14[2.12] Where the cost of materials supplied to Environ increases between the time of the acceptance
of the Estimate and the Performance of the Works, Environ reserves the right to charge
additional fees.

2.15[2.13] If Additional Works are accepted and this warrants additional time on site, a further porter
loo, scaffold hire charge and welfare facility charged may be incurred. Furthermore, if
Additional Works are accepted or any delays have been held on the project, then additional
project management charges may incur.

2.16[2.14] Should the Works be interrupted by Client causing delay for completion, or should Client
cancel part of the Works whilst it is in progress, any loss incurred by Environ, or any additional
expenses would be charged to the Client. For the avoidance of doubt, time scales for completing
Works are a guide time only and cannot be guaranteed.

2.17[2.15] Any call backs on the Works will need to be investigated, we do take a £250 deposit to begin
the investigations, if the cause of the issue is deemed to be Environ, then the £250 will be paid
back to the Client, Environ will make an agreement to carry out the Works to make good. If the
issue is at no fault of Environ, then the £250 will be held as an investigation cost.

3. Fees and Payment

3.1 Client shall pay Environ via Bank Transfer, credit/debit cards excluding AmEx. Bank transfer
details will be given upon request.

3.2 Acceptance of the quotation either verbally or in writing and agreeing to the commencement
of Works shall mean acceptance of these Terms and Conditions.

3.3 Our quotations are produced with as much detail as possible to avoid any misunderstandings.
If something is missing that Client would like included, kindly provide this in writing by email
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 and Environ will revise the quotation accordingly.

3.4 Our quotation allows for treatment Works recommended by us and where specified only. If it
is found whilst our Works is in progress that other areas are affected, in need of timber
replacement, plastering, or drainage Works, an additional estimate or quotation would be
submitted to Client.

3.5[3.4] Quotations cover a standard wall thickness of 25mm. During hack off should the wall
thickness exceed 30mm the additional materials and labour required will be chargeable.

3.6[3.5] The Fees payable for the Works shall be calculated in accordance with Works and agreed by
email between Environ and Client before the commencement of the Works. All Fees quoted
are a good faith estimate and Environ reserves the right to amend the applicable Fees if: (i)
Client is inefficient in providing any of the data or information necessary for completion of the
Works; (ii) Client changes the scope of the Works or otherwise changes or seeks to vary the
scope of the Works to be provided.

3.7[3.6] All Fees quoted to Client shall be exclusive of VAT, which Environ shall add to its invoices at
the appropriate rate.
3.8[3.7] If invoicing and payment are tied to achieving certain milestones in an Order, a payment
schedule shall be included in that Order and Client shall make payments when the particular
milestone has been achieved. If invoicing and payment are not linked to achieving milestones,
Environ shall invoice Client monthly in arrears for its Fees for time and expenses (together
with VAT where appropriate) for the month concerned.

All sums payable by Client under this Agreement, shall be paid free and clear of all deductions
or withholdings save only as may be required under Applicable Law. If any deduction or
withholding is required by Applicable Law to be made from any payment under this
Agreement, Client shall, except in respect of interest for late payment, pay Environ, at the
same time as making the payment in question, such additional amount as will, after such
deduction or withholding has been made, leave Environ with the same amount as it would
have been entitled to receive in the absence of any such requirement to make a deduction or
withholding.

3.9[3.8] Subject to Clause 4 (Expenses), the parties agree that the Fees cover all office expenses
(including all secretarial, correspondence, telephone, facsimile, photocopying, rates and utility
costs) and materials expenses (including the cost of the provision of all materials, aids and
supplies used by Environ in the provision of the Works).

3.10[3.9] Client shall pay the Fees within 30 days of the date of receipt of the invoice. If Client receives
an invoice which it reasonably believes includes a sum which is not valid and properly due,
Client shall notify Environ in writing as soon as reasonably practicable.

3.11[3.10] If payment or part payment is outstanding upon completion of the Works and presentation
of the associated invoice, it is to be paid immediately. Part payments, interim payments and
deposits may be agreed prior to a commencement of Works or during the contract duration.

3.12[3.11] If Client fails to pay in full on the due date any sum payable by it under or in connection
with the Agreement, and without prejudice to any other rights or remedies of Environ:

(a) Environ may, without liability to the Client, suspend all Works, cease work and
withdraw labour while the invoice(s) concerned remain unpaid;

(b) withdraw Environ Personnel and materials until due payment has been received;

(c) withdraw in any offer or discount offered by Environ on the Works; and

(d) interest on the outstanding amount shall accrue on a daily basis from the due date
until the date of payment (whether before or after judgment) at the rate of 8% per
annum above the base rate of the Bank of England base rate from time to time, in
accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.13[3.12] Discounts and retentions: Prices are based on the understanding that no retentions are held
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 unless previously arranged and authorised. No main contractor or subcontractor discounts are
given unless agreed and confirmed in writing. Furthermore, failure to pay our invoice in full
will result in any offer or discount being withdrawn.

3.14 Redecoration: Any redecoration must be delayed until such time that all residual moisture has
dried out. Any wallpapering (including lining paper) must be delayed for a minimum of 12
months. Temporary redecoration such as two mist coats of matt “trade” emulsion paint may be
applied 4 weeks after completion of the plastering. Under no circumstances should paint
containing vinyl be used as this will invalidate our guarantee in Clause 15.

4. Site Information & Preparations

4.1 All materials delivered to site will remain the property of Environ with title fully vested until
the Client has paid for the Works in full and if the Client defaults in respect of any obligations
to make payments under the contract Environ may enter the Client Premises and repossess and
remove the materials until such time as all sums due have been paid in full, even if the
materials have been installed, connected or incorporated in the Works, in which case Environ
may dis-install, disconnect and remove the same.

4.2 A cost will incur if Environs Personnel are waiting on Client Premises, and no one is at the
Client Premises as arranged to provide access. Should you wish to leave keys with Environ for
Works this must be stated when confirming Works and key collection to be arranged with the
office.

4.3 Environ’s quotation allows for treatments recommended by us and where specified only and
the removal of rubbish and debris accumulated by us only. If it is found whilst our Works is in
progress that other areas are affected, in need of timber replacement, plastering, or drainage
works, an additional estimate or quotation would be submitted.

4.4 If specified, floor protector will be laid throughout the duration of Works where required.
Should this be lifted before Works are signed off, a charge will be incurred. The floor
protector must be left down until Works are complete and signed off to avoid charges.

5. Expenses

Client shall reimburse to Environ all reasonable disbursements, documented travel,

subsistence and accommodation expenses incurred by Environ in connection with the
provision of the Works. Reimbursement under this Clause 5 (Expenses), shall be made within
30 days of the date of receipt.

6. Environ’s Obligations

6.1 During the Term, Environ shall:

(a) use commercially reasonable endeavours to perform the Works set out in the relevant
Order in accordance with the Agreement and at the Client Premises or at any other
sites reasonably designated by Client and notified to Environ in advance (time of
performance of the Works is not of the essence);

(b) leave Client Premises clean and tidy at the end of each working day, and ensure that
Client Premises is comprehensively cleaned at the conclusion of the Works. The
definition of sufficient cleaning shall be determined by Environ. For the avoidance of
doubt, it is worth noting that Client may need to let the dust settle for up to two weeks
after Environ’s Personnel have left Client’s Premises and before Client’s Premises can
be cleaned to a professional standard. Environ can offer a full professional clean upon
Client’s request.

(c) apply such time, attention, resources, skill, care and diligence as may be reasonably
necessary for the performance of the Works;

(d) ensure that, when providing the Works, it does not interfere with the activities of
Client, its employees, agents, suppliers or Clients except as reasonably necessary to
carry out the Works;
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 (e) avoid conflicts of interest and promptly notify Client of any conflict of interest which
arises; and

(f) comply with Applicable Laws and Client policies and procedures from time to time
insofar as they are relevant to the Works and notified to Environ in advance,
including all relevant security and code of conduct policies (to the extent that such
policies (i) do not create any unduly onerous obligations upon Environ; (ii) would not
require Environ to incur any material additional costs; and (iii) have been agreed to
by Environ in signed writing).

6.2 Environ shall procure that each of the Environ Personnel:

(a) unless prevented by ill health or accident shall:

(i) carry out in a proper and efficient manner the duties and obligations in
connection with the Works as may be assigned to them by Environ; and

(ii) travel to such places (whether in or outside the United Kingdom) and in such
manner and on such occasions as the parties may agree in advance, and
subject to reasonable notice and Clause 4), in connection with the provision
of the Works; and

(b) do not, without the prior consent of Client:

(i) bind Client to any contract or create any liability against Client in any way
(or hold themselves out as being able so to do); or

(ii) hold themselves out as employees or officers of Client.

7. Client’s Obligations

7.1 During the Term, Client will:

(a) provide to Environ without charge and in such good time as not to delay or disrupt
the performance of the Works:

(i) all necessary and relevant information in the possession of Client, its
advisors, agents and contractors (or their respective agents or
subcontractors) and Client shall give or procure that such persons give
(without charge to Environ) such assistance as shall reasonably be required
by Environ for the performance of the Works; and

(ii) access to the Client Premises to the extent necessary for Environ to provide
the Works. Access shall be granted during the normal working hours for the
relevant premises. If access is required outside normal working hours for the
relevant Client Premises, Environ shall arrange such access in advance with
Client,

(b) comply with all Applicable Laws with respect to its activities under this Agreement;
and

(c) carry out all other Client responsibilities set out in the Agreement in a timely and
efficient manner. In the event of any delays in Client’s provision of such assistance,
Environ may adjust any agreed timetable or delivery schedule as reasonably
necessary.

(d) endeavour that the Client Premises is vacant of any other persons or pets whilst
Works are in progress. If Work is to be carried out on a party wall, it is also the
Client’s responsibility to obtain a party wall agreement prior to commencement of
Work.

(e) endeavour the Client Premises is well maintained and free from moisture ingress.
Failure to do so will invalidate the terms of our guarantee in Clause 15..
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 (f) endeavour all areas where Work is to be carried out and all areas of access are clear
of furniture, floor coverings, fittings, and any other obstructions, before
commencement of Work. If Client require Environ to move items of furniture, floor
coverings, radiators, sink units, electrical fittings or to carry out any other
preparations, an additional charge may be made.

(g) provide space locally for preparation work to be undertaken, provide access to
suitable power and toilet/washroom facilities. If it is necessary for Environ to obtain
an electricity generator, a charge for hire would be made.

(h) endeavour that where Client engages a third-party other than Environ to carry out
works on Client’s Premises, Client will ensure that any Works are scheduled to
enable safe access for Environ Personnel upon the agreed dates. Further, it is
accepted that unforeseen events do occur in such contracts where inconvenience is
considered to be intrinsic, therefore Environ will not be liable for any consequential
losses arising out of third-party works, which are scheduled to run concurrent with or
following Environ’s Works. For the avoidance of doubt, this also includes any Works
which are considered as snagging.

(i) endeavour to employ a helpful attitude and attempt to bring the Works to a
satisfactory conclusion as soon as possible, considering weather conditions and
availability of specialist materials and unforeseen circumstances, etc.

(j) Wall plaster: Removing wall plaster is disruptive and plastering is a wet trade.
Whilst care will be taken, Environ accepts no responsibility for any damage,
blemishes, or staining which may occur to decorations, polished floors, quarry tiles,
floor covering, fitted carpet, drivers, gardens etc. all of which must be fully protected
by Client, prior to the arrival of Environ’s Personnel.

7.2 If Environ is required to obtain any documents in its own name, Client shall provide such
assistance as may be reasonably required to facilitate such arrangements and shall reimburse
to Environ any costs incurred in obtaining such documents.

8. Subcontractors

8.1 Environ may subcontract any of its rights or obligations (or both) under the Agreement or any
Order without the prior written consent of the Client. Environ shall remain responsible for all
obligations that are performed by Environ Personnel as if they were acts or omissions of
Environ.

8.2 In respect of any acts or omissions by Environ Personnel, Environ shall use reasonable
endeavours to manage any such acts or omissions to a satisfactory resolution.

8.3 Environ will not be liable for the negligence of any individual subcontractor engaged by it as
each subcontractor takes full responsibility for their own third-party liability. The main
contractor will oversee all works to completion and takes full general and operational
responsibility in the running of any contract agreed with the client.

9. Relief

9.1 If Client fails to comply with any of its obligations specified in Clause 6 (Client’s Obligations)
or fails to comply with such obligation by an agreed deadline (the failure or delay being
referred to as a (“Client Default”), then:

(a) Environ shall not be responsible for any failure to carry out or any delay in carrying
out any of its obligations under the Agreement where that delay is caused by the
Client Default; and

(b) Client shall reimburse Environ for all reasonable additional costs incurred by Environ
in providing the Works as a result of the Client Default, such reimbursement shall be
made in accordance with Clause 4 (Expenses).

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10. Exclusivity

10.1 Client may engage any other advisors in relation to the provision of services the same as or
similar to the Works as it in its absolute discretion may determine.

10.2 Environ may provide services the same as or similar to the Works to such other clients as it in
its absolute discretion may determine.

11. Warranties

11.1 Each party represents and warrants that it has the power and authority to enter into and
perform the Agreement, which constitutes valid and binding obligations on it in accordance
with its terms.

11.2 Environ warrants that:

(a) it has all necessary consents and approvals to provide the Works.

11.3 Except as set out in the Agreement, all warranties, conditions, terms and undertakings, express
or implied, whether by statute, common law, custom, trade usage, course of dealings or
otherwise (including without limitation as to quality, performance or fitness or suitability for
purpose) in respect of any products or services to be provided by Environ under the
Agreement are excluded to the fullest extent permitted by law.

12. Confidentiality

12.1 Each party agrees in relation to the other party’s Confidential Information:

(a) to keep it in strict confidence and safeguard it as it would its own Confidential
Information;

(b) not to disclose it to any third party, to any competitor advisory and restrict disclosure
of it to Environ Personnel and Client Personnel and its officers, affiliates, investors,
banks, auditors, representatives or advisors who need the same in the performance of
their duties. Each party shall ensure that its employees, officers, investors, banks,
auditors, representatives or advisors to whom it discloses the Confidential
Information comply with this Clause 14;

(c) the Client may also disclose Confidential Information to its Affiliates; and

(d) use, copy and disclose that Confidential Information only in connection with the
proper performance of the Agreement, unless required to do so by a court or other
competent authority.

12.2 Each party agrees to tell the other promptly if it discovers that Clause 12.1 has been breached
and shall, on request and on termination of the Agreement, return to the other party all of the
Confidential Information which is in a physical form and destroy any other records containing
Confidential Information where technically practicable.

12.3 The obligations in this Clause 12 shall remain in force during the term of this Agreement and
for five years after termination of the Agreement.

12.4 Client shall indemnify, and keep indemnified, Environ from and against any losses, damages,
liability, costs (including legal fees) and expenses incurred by Environ as a result of or in
connection with Client’s breach of any of Client’s obligations under this Clause 12.

13. Data Protection

13.1 In the course of providing the Works, Environ may receive personal data (as defined under
Data Protection Laws). Details about how Environ processes this personal data, the purposes
for which we carry out processing and the legal basis (or bases) upon which Environ carries
out such processing is detailed in Environ’s privacy policy (available here: Privacy Policy |
Environ Property Services ).
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13.2 In the event Client provides Environ with any personal data about anyone outside of Client’s
organisation, Client shall ensure that it has appropriate legal authority to do so. By providing
such information, Client confirms that it has all appropriate legal authority to do so.

14. Limitations on Liability

14.1 Subject to Clause 14.4, Environ’s liability under or in connection with the Agreement, whether
arising from contract, negligence or otherwise, shall be limited to 100% of the average annual
Fee payable by Client during the Term.

14.2 Except as set out in Clause 14.1, Environ shall have no liability to Client under or in
connection with the Agreement, whether arising in or caused by breach of contract, tort
(including negligence), breach of statutory duty or otherwise.

14.3 Without prejudice to Clause 14.2, Environ shall not be liable:

(a) to make good any defect in the Works due to information not prepared by Environ or
due to and/or the work of any other person employed by Client and/or the use of
materials and goods supplied or specified by Client;

(b) for the presence of perished or rotten timer existing structures such as doors,
windows, and frames, where detected or undetected at the time of contract

(c) for the renewal or repair of any ceiling cornices, moldings, external plinths etc. which
may be damaged, or which may need to be removed during certain treatments.
Further quotations would be given for the renewal or repair of such items, if
requested.

(d)[(c)] for any repairs that may be required to plumbing, electrical fittings, valves, and
appliances etc., if found to be defective at the time of moving. Or for damage caused
to plumbing or electrical cables, that cannot reasonably be seen, whilst Environ’s
Works is in progress. Any items remaining in rooms to have works carried out will
be left at the Client’s own risk.

(e) for any damage when removing skirting boards or joinery timbers, particularly if they
are decayed or fixed with large nails or screws. Should damage occur or decay is
discovered, Client will be informed and upon request, Environ shall submit a further
quotation to supply and fit new timbers to match existing as closely as possible.

(f) for any decayed timbers or wall plaster removed or replaced by others, if found to be
defective at a later date.

14.4 Environ shall not be liable to Client for any of the following types of loss or damage even if, in
each case, Environ has been advised of the possibility of such loss or damage:

(a) special, indirect or consequential loss;

(b) pure economic loss, costs, damages or charges;

(c) loss of profits;

(d) loss of revenue;

(e) loss of contracts;

(f) loss of anticipated savings;

(g) loss of business;

(h) loss of use;

(i) loss of goodwill; and

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 (j) loss or damage arising from loss, damage or corruption of any data (excluding Personal
Data).

14.5 The exclusions and limitation of liability set out in Clause 14 (Limitations on Liability) do not
apply to:

(k) liability arising from death or injury to persons caused by negligence;

(l) Client’s obligation to pay the Fees;

(m) breach of terms regarding title implied by section 12 Sale of Goods Act 1979 and/or
section 2 Supply of Goods and Services Act 1982;

(n) either party’s liability arising as a result of fraud, fraudulent misrepresentation or

Malpractice or wilful misconduct;

(o) anything else which cannot be excluded or limited by Applicable Law, to which no
limit shall apply.

14.6 Insurance

14.7 Without prejudice to Clause 16 (Limitations on Liability), Environ shall maintain in force at its
own expense appropriate insurance for the provision of the Works.

14.8 Within 30 days of receipt of a request from Client, Environ shall provide evidence of the
insurance policies which it is obliged to maintain under Clause 14.1.

14.9 Without prejudice to the above, the maximum liability of Environ for all other events shall not
exceed the contract price.

14.10 In cases where treatment is subject to an insurance claim, Environ shall require the Client to
complete an assignment, thereby authorising the insurance company to pay us directly. It is the
sole responsibility of our Client to ensure we are paid in full.

15. Guarantee

15.1 For the avoidance of doubt, guarantees are in the Client’s name, however if Client sells their
property, Client will need to transfer ownership of the guarantee, an administrative fee of 5%
of the project value will incur for Client details to be changed. The transfer will need take
place within a 30-day period of the property sale, otherwise any Works guaranteed become
void.

15.2 Any guarantee in relation to lateral waterproofing and rising 'damp' Works will only be issued
once payment has been made in full or with 5% retention within 14 days on completion of
Works. If payment has not been made, Environ has the right not to issue a guarantee for the
Works.

15.3 Should Environ be called upon during the guarantee period to re-inspect Client’s Premises,
Client will be required to complete a claims form and return it to Environ, together with a
nominal deposit and a copy of the guarantee. Should the re-inspection be abortive, Client’s
deposit will be retained as payment of Environ’s costs. Alternatively, if there is a recurrence of
dampness, decay or infestation in areas covered by Environ’s guarantee, and there is a fault
with Environ’s recommended treatment, and all appropriate measures outlined in this
Agreement with regard to maintaining Client’s Premises are carried out, the deposit will be
refunded and any remedial worked carried deemed necessary by Environ will be carried out in
accordance in accordance with Environ’s recommendations without charge.

15.4[15.2] Environ’s guarantee relating to work carried out will be issued on completion and full and
final settlement of Environ’s accounts. It will apply to work carried out by Environ, in
accordance with its specifications only. Environ reserve the right to withhold its guarantee if
the Agreement is not adhered to.

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15.5[15.3] No guarantees can be made on any external works when working on external repairs.

15.6 Damage caused to our damp proof membranes or structural waterproofing systems by a third
party will invalidate our guarantee.

15.7[15.4] Guarantees on materials run in accordance with manufacturer’s warranty periods where
applicable.

16. Termination

16.1 The service may be terminated immediately by notice in writing by:

(a) By Environ if the Client fails to pay any sums due hereunder by the due date or is
involved in any legal proceedings concerning its solvency, or ceases trading, or
commits an act of bankruptcy or is adjudicated bankrupt or if a petition is presented
or resolution passed for its liquidation, or if it makes an arrangement with its
creditors (including a moratorium under the Insolvency Act 2000 or a scheme or
arrangement under section 425 Companies Act 1985) or a petition for an
administration order is presented or if a receiver, administrative receiver or manager
is appointed over all or any part of its assets or if it is unable to pay its debts within
the meaning of Section 123 of the Insolvency Act 1986,or ceases or threatens to
cease business trading or does or suffers anything analogous to any of the foregoing
in any other jurisdiction;

(b) by Environ if the Client commits or is party to dishonest or fraudulent conduct in

relation to this Agreement; Any termination shall be without prejudice to any other
rights or remedies a party may be entitled to hereunder or at law, and shall not affect
any accrued rights or liabilities of either party.

(c) by the party not in default, if the other party fails to perform any of its obligations and
such failure continues for a period of 14 days after Notice in Writing thereof;

(d) by the party not in default, if the other party commits a material breach of any of the
terms of the Agreement and, if such breach is capable of remedy, fails to remedy the
breach within 30 days of receiving notice specifying the breach and requiring the
breach to be remedied;

(e) if an event of Force Majeure continues for more than 30 days; or

16.2 For the purposes of Clause 16.2(a), a breach is capable of remedy if the party in breach can
comply with the provision in question in all respects other than as to the time of performance
(provided that time of performance is not of the essence).

16.3 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of
Environ at any time up to the date of termination.

17. Post-Termination

17.1 On Termination:

(a) all sums payable to Environ under the Agreement shall become immediately payable,
including any such sums incurred by Environ in the purchase of any Products in
accordance with an Agreement, regardless of whether the relevant Works under the
Agreement under which the Products were purchased have been provided in full.

18. Survival of Clauses

Termination shall not affect either of the parties’ accrued rights or liabilities, or affect the
coming into force or the continuance in force of any provision which is expressly or by
implication intended to come into or continue in force on or after such Termination, including
Clause 10.1, Clause 12.4, Clause 17, Clause 18, Clause 21.11, Clause 23 and all of the
indemnities given by one party to the other party under the Agreement.

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19. Force Majeure

Each party shall have no liability to the other party under this agreement if it is prevented from
or delayed in performing its obligations under this agreement, or from carrying on its business,
by acts, events, omissions or accidents beyond its reasonable control, including, without
limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce
or that of any other party), failure of a utility service or transport or telecommunications
network, act of God, war, riot, civil commotion, malicious damage, epidemic or pandemic,
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 sub-contractors
(a “Force Majeure Event”), provided that a lack of funds shall not be regarded as a
circumstance beyond that party’s reasonable control and the other party is notified of any such
Force Majeure Event and its expected duration. In the event that, a party is prevented from
performing its obligations for in excess of 1 month due to a Force Majeure Event, the non-
affected party may terminate this Agreement with immediate effect by giving written notice to
the affected party.

20. Damages

Notification of any claim or alleged damage or complaint must be made in writing within
fourteen days of the completion of Works. Environ shall not accept any liability for any
repairs carried out by a third party without our prior consent.

21. Miscellaneous

21.1 The Agreement constitutes a contract for the provision of services and not a contract of
employment, and nothing in the Agreement shall be deemed to imply that the relationship
between Client and Environ is that of employer and employee.

21.2 Nothing in the Agreement is intended to or shall operate to create a partnership or joint
venture of any kind between the parties. No party shall have the authority to bind the other
party or to contract in the name of, or create a liability against, the other party in any way or
for any purpose.

21.3 The parties do not intend any third party to have the right to enforce any provision of the
Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except where
such third party is an assignee of rights under the Agreement and such assignment is in
accordance with Clause 21.1. The parties may terminate or vary the Agreement without the
consent of any third party.

21.4 The Agreement is the entire agreement between the parties, and replaces all previous
agreements and understandings between them, relating to its subject matter.

21.5 The parties agree that no representations, warranties, undertakings or promises have been
expressly or impliedly given in respect of the subject matter of the Agreement other than those
which are expressly stated in the Agreement. Neither party shall have any remedy in respect of
any statement not set out in the Agreement upon which it relied in entering into the
Agreement, unless the statement was made fraudulently.

21.6 No variation of the Agreement shall be effective unless it is in writing and signed by or on
behalf of each party.

21.7 The rights and remedies expressly conferred by the Agreement are cumulative and additional
to any other rights or remedies a party may have.

21.8 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of the
Agreement shall not be affected.

21.9 No failure, delay or omission by Environ in exercising any right, power or remedy provided by
law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall
it preclude or restrict any future exercise of that or any other right, power or remedy.

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 21.10 Each party shall pay the costs and expenses incurred by it in connection with the Agreement.

21.11 Communications under the Agreement shall be in writing and delivered by hand or sent by
recorded delivery post to the relevant party at its address as set out in the Agreement or sent to
such email address provided by the relevant party from time to time. Without evidence of
earlier receipt, communications are deemed received: if delivered by hand, at the time of
delivery; if sent by recorded delivery, at 9.00 am on the second Business Day after posting; or,
if sent by email, the earlier of 24 hours after transmission, the time the recipient acknowledges
receipt or the time a return receipt is automatically generated by the recipient’s email server
unless the sender receives notification that the email has not been successfully delivered. In
the case of post, it shall be sufficient to prove that the communication was properly addressed
and posted. The notice provisions in this clause do not apply to the service of any document
required to be served in relation to legal proceedings.

22. Cancellation of contract

22.1 Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulation
2013, you have a right to cancel this Agreement during a period of 14 calendar days from the day
this notice is sent or given to you. During that period if you choose to cancel the Agreement, any
money paid by you will be refunded.

22.2 However, if Client have already given written approval for the work to begin before the end of
the cancellation period you may be required to pay for goods or services already provided. If
Client wishes to cancel the Agreement, Client must do so in writing and deliver personally or
send (which may be by electronic mail or post) this to the person named below.

[insert email]

22.3 Client may use the form below but is not obliged to.

Name of Client:

Address of Client:

I/We hereby give notice that I/We wish to cancel my/our contract dated:

Date:

Client’s signature:

This notice should be sent to:

Environ Property Services Ltd
Unit 12 Parson Green Depot
33-39Parson Green Lane
Fulham
SW6 4HH

22.4 The notice of cancellation is deemed to be served as soon as it is posted or in the case of an
electronic communication from the day it is sent. Complete and return this part of the form only
if you wish to cancel the Agreement.

23. Governing Law and Jurisdiction

23.1 The Agreement and any non-contractual obligations arising in connection with it are governed
by and construed in accordance with English law.

23.2 Subject to Clause 23.4, the English courts have exclusive jurisdiction to determine any dispute
arising in connection with the Agreement, including disputes relating to any non-contractual
obligations.

23.3 Each party irrevocably waives any objection which it may now or later have to proceedings
being brought in the English courts (on the grounds that the English courts are not a
convenient forum or otherwise).
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23.4 Nothing in the Agreement (or, unless provided otherwise, any document entered into in
connection with it) shall prevent a party from applying to the courts of any other country for
injunctive or other interim relief.

24. Definitions and Interpretation

24.1 In the Agreement:

“Affiliates” means any company, partnership or other entity which at any time directly or
indirectly controls, is controlled by or is under common control with either party including as
a subsidiary, parent or holding company.

“Agreement” has the meaning given to it in the preamble to these Terms and Conditions.

“Applicable Laws” means all applicable laws, regulations, regulatory requirements and codes
of practice of any relevant jurisdiction, as amended and in force from time to time.

“Business Day” means any day which is not a Saturday, Sunday or public or bank holiday in
England.

“Client” means the person or persons to whom Environ may agree to supply services in
accordance with these Conditions.

“Client Personnel” means employees, officers, consultants, individual contractors and agents
of the Client.

“Client Premises” means any premises controlled by the Client.

“Confidential Information” means all information of a confidential nature in a party’s

possession or control, whether created before or after the date of the Agreement, whatever its
format, and whether or not marked “confidential” and the existence and terms of the
Agreement, and negotiations relating to it, including the project materials but not including
information which: (i) is or comes into the public domain through no fault of the receiving
party; (ii) was already lawfully in the receiving party’s possession; (iii) comes into the
receiving party’s possession without breach of any third party’s confidentiality obligation to
the disclosing party; (iv) any data, data sets or information provided by Environ to Client as
part of or in connection with the Works; or (v) is independently developed by or on behalf of
the receiving party.

“Data Protection Laws” all applicable data protection and privacy legislation in force from
time to time in the UK including without limitation the UK GDPR; the Data Protection Act
2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and
regulatory requirements in force from time to time which apply to a party relating to the use of
Personal Data (including, without limitation, the privacy of electronic communications).

“Engagement Letter” has the meaning given to it in the preamble to these Terms of Business.

“Environ” means Environ Property Services Limited.

“Environ Personnel” means all employees, agents, subcontractors, suppliers and invitees of
Environ engaged, or due to be engaged, in the provision of the Works or otherwise carrying
out, or required to carry out, Environ’s obligations under the Agreement.

“Fees” means the fees to be paid by Client for the Works set out in the Order which are
chargeable by Environ in accordance with the Agreement.

“Force Majeure Event” has the meaning given to it in Clause 19.

“Malpractice” includes giving or receiving any financial or other advantage that may be
construed as a bribe, whether for the purpose of the Bribery Act 2010 or any other Applicable
Law.
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“Order” means the order issued by or on behalf of the Client to Environ for the purchase of
the Works.

“Start Date” means the start date or commencement date that the Works will begin, as is set
out in the Engagement Letter.

“Subcontractor” means a subcontractor appointed on separate terms of business to provide

the Works.

“Term” means the period in which the Agreement is in force.

“Termination” means the termination or expiry of the Agreement, howsoever occurring.

“Terms and Conditions” means these terms and references to Terms and Conditions in the
Order shall be to the relevant Terms and Conditions.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4))
of the DPA 2018.

‘‘Works’’ means the services mutually agreed and accepted in writing between the Environ and
Client. This also applies to Additional Works.

“VAT” means value added tax or any locally applicable equivalent sales tax.

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