Just Solutions Terms of Engagement
1. Definitions and Interpretation
1.1. In this Agreement the following words and expressions shall have the following meanings:-
Just Solutions whose office is at Lamb Cottage, Charles, Near Brayford, Devon. EX32 7PX being the company which issues the Quotation.
"Client" means the person named in the Quotation for whom Just Solutions has agreed to provide the Specified Service in accordance with these terms.
"Contract" means the contract for the supply of the Specified Service.
"Document" includes in addition to a document in writing any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disk, tape or other device embodying any other data.
"Fees" means the fees (exclusive of VAT) payable by the Client for the provision of the Specified Service as detailed in the Quotation.
"Input Material" means any Document or other materials or other information provided by the Client relating to the Specified Service.
"Output Material" means any Document or other materials and any data or other information provided by Just Solutions relating to the Specified Service.
“Quotation" means the letter, statement, study, plan or memorandum issued by Just Solutions to the Client setting out details of the Specified Service and the Fees.
"Specification" means the specification for the Works set out in the Quotation (if any).
"Specified Service" means the services to be provided by Just Solutions for the Client detailed in the Quotation.
1.2. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. Supply of the Specified Service
2.1. Just Solutions shall provide the Specified Service to the Client on the terms of this Agreement. Any change or addition to the Specified Service must be agreed in writing by Just Solutions and the Client.
2.2. Just Solutions shall provide the Specified Service to the Client:
2.2.1. in accordance with the Quotation;
2.2.2. faithfully and diligently using all reasonable skill and care.
2.3. Just Solutions shall use all reasonable endeavours to meet any performance and/or delivery dates specified in the Quotation but the time of delivery shall not be of the essence unless specified as such.
If despite using its reasonable endeavours Just Solutions is unable for any reason to meet a specified performance or delivery date Just Solutions shall not be deemed to be in breach of this Agreement or have any liability to the Client unless the Quotation has specified time of performance or delivery to be of the essence.
2.4. The Client shall at its own expense supply Just Solutions with all necessary Documents or other materials and all information and instructions relating to the Specified Service within sufficient time to enable Just Solutions to provide the Specified Service, in accordance with these Terms and the Quotation. The Client shall ensure the accuracy of all Input Material.
2.5. Where the Specified Service involves or includes the production and presentation to the Client of a written report or reports ("the Report"), unless otherwise stated in the Quotation:-
2.5.1. Just Solutions will provide one copy of the Report and additional copies requested will be charged at Just Solutions' then current rates;
2.5.2. Just Solutions will provide an ‘electronic’ version of the Report;
2.5.3. Just Solutions shall be entitled to withhold the final Report until full payment of the Fees has been made, unless specified otherwise in the Quotation.
3. Charges and Payment
3.1. The Client shall pay the Fees by the instalments (if any) and on the date or dates specified in the Quotation or otherwise in accordance with the requirements of the Quotation. In the absence of any provision in the Quotation, where the payment is to be made by Bank transfer, Fees shall be payable within 14 days of receipt of an appropriate VAT invoice in respect of those Fees or any part thereof. If any payment is to be made by cheque, then the Fees shall be payable within 7 days of the receipt of invoice.
3.2. All sums payable under the Contract, unless otherwise stated, are exclusive of VAT and any VAT payable in respect of such sums shall be payable in addition.
3.3. If any payment is not made on the due date Just Solutions shall be entitled, without limiting any other rights it may have, to:
3.3.1. charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full; and
3.3.2. suspend the performance of the Specified Service.
3.4. The cost of any work carried out at the Client's request in addition to that detailed in the Quotation (including in particular extra site visits/meetings) will be charged at Just Solutions then current rates. In all cases this charge will only be applied with the Client’s consent.
4. Limitation of Liability
4.1. Just Solution’s liability to the Client for any loss, costs or damage including without limitation legal costs and consequential loss or damage (whether for loss of profit or injury to reputation or otherwise), incurred or suffered as a result of the performance of the Specified Service or any failure or delay in performing the Specified Service or the use by the Client or any third party of any materials in respect of which Just Solutions has carried out the Specified Service, or as a result of breach of contract by Just Solutions or arising out of Just Solutions negligence or otherwise shall be limited to the Fees or such other sum (if any) specified in the Quotation as the limit of Just Solutions’ liability.
4.2. For the avoidance of doubt, but without limitation, Just Solutions shall not be liable to the Client or deemed to be in breach of the Contract by reason of:
4.2.1. any delay in performing or any failure to perform any of Just Solutions’ obligations in relation to the Specified Service if the delay or failure was due to any cause beyond Just Solutions’ reasonable control; or
4.2.2. the consequences of any failure by the Client to carry out any reasonable directions and recommendations of Just Solutions relating to the Specified Service.
Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of this Agreement and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so or if the other party goes into liquidation or has a receiver or administrator appointed.
Under the terms of the Agreement Just Solutions shall not disclose to any third party any information relating to the Agreement or Specified Service without the consent of the Client.
7.1. These Terms together with the terms of the Quotation (and any agreed amendment thereto) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
7.2. The name or logo of Just Solutions shall not be published or used by the Client in any technical literature or advertising or promotional material or in any other way without the prior written consent of Just Solutions.
7.3. Any report produced by Just Solutions in the provision of the Specified Service remains copyright to Just Solutions and is made available to the Client for the purposes contemplated in the Quotation only. While the Client may reproduce the Report for such purposes, any modification of the same may only be reproduced with the consent of Just Solutions, such consent not to be unreasonably withheld.
7.4. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.5. English Law shall apply to any Contract between Just Solutions and the Client and the parties agree to submit to the jurisdiction of the Courts.
Company office: Just Solutions, Lamb Cottage, Charles, Near Brayford, Devon. EX32 7PX
Professional Insurance: Hiscox Underwriting Limited