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1.1. These Terms and Conditions govern the relationship between ILECS Limited and the Client.
2.1. In these Conditions of Contract, the following expressions will have the following meaning:
3.1. ILECS shall provide the Goods or Services outlined in the scope of their Fee Proposal.
3.2. Any variation to the scope of the Services will only be accepted on the terms agreed with ILECS.
4.1. The acceptance of an Order constituting an agreed scope of Services is subject to the Client’s acceptance of these Terms and Conditions unless agreed in writing between duly authorised members of both parties. For ILECS, the duly authorised members shall be deemed to be the Directors.
5.1. In consideration of the provision of Goods or Services, the Client shall pay to ILECS the sum outlined in the Fee Proposal plus Disbursements, VAT and mandatory taxes at the prevailing rate.
5.2. The Client will pay ILECS within 30 days of the invoice date.
5.3. Without prejudice to any other rights available to ILECS, if any invoice remains unpaid 14 days following the due date, the outstanding balance shall attract interest (both before and after judgement) at the rate of 2% per calendar month or part thereof.
6.1. Except where expressly agreed in writing, ILECS does not grant any right, title or interest pursuant to its intellectual property rights or otherwise.
6.2. Acceptance of our Fee Proposal constitutes agreement to these Terms and Conditions, and the Client automatically grants ILECS the non-exclusive license to utilise any work produced, developed or performed for the Client as part of the Services rendered under this Agreement. This authorisation specifically allows ILECS to feature such work in its portfolio, case studies, marketing materials and related communications. The scope of use includes project descriptions, outcomes, Client testimonials (subject to Client consent) and visual representations of the work (e.g., images, videos, website screenshots).
7.1. This Agreement shall be confidential, and no detail shall be divulged by either party to any third party, other than external auditors, without the prior written permission of the signatories to this Agreement. This provision shall apply both while this Agreement is in force and afterwards.
7.2. Neither party shall have an obligation with respect to any confidential information of a commercial or other nature which:
7.3. ILECS pledges to uphold the utmost respect for the Client's privacy and confidentiality. The utilisation of any project-related work in ILECS’ portfolio, case studies or marketing materials will be executed thoughtfully, ensuring the protection of the Client's privacy and intellectual property rights. Specifically, ILECS will:
7.4. This provision is designed to highlight the collaborative successes between ILECS and its Clients, showcasing the quality and impact of ILECS’ work while maintaining a commitment to confidentiality and respect for the Client's proprietary interests.
8.1. ILECS shall have no liability for any failure to provide the Services in accordance with this Agreement (including any programme) resulting from any delay or default by a third party including the Client.
8.2. Provided that such insurance always remains available in the market at commercially available rates and on commercially reasonable terms, ILECS shall maintain professional indemnity insurance on an each and every claim or in the aggregate excluding costs and expenses plus unlimited round the clock reinstatements (save that such limit of indemnity shall be in the aggregate in respect of claims for pollution, contamination and asbestos), in an amount not less than the limit of liability set out in clause 8.4.
8.3. Notwithstanding any contrary provision in this Agreement or otherwise, ILECS shall not be under any fitness for purpose or other similar obligation in relation to the Services and ILECS shall not be responsible for any means or method of construction.
8.4. Notwithstanding any other provision in this Agreement, ILECS’ total liability under or in connection with this Agreement (and any other agreements entered into pursuant to it or in connection with it other than for death or personal injury caused by negligence or fraud or fraudulent misrepresentation or any other losses which cannot be excluded or limited by law), whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the greater of (a) £250,000 (two hundred and fifty thousand pounds) and (b) ten times the aggregate fee for the Services. The Client shall indemnify ILECS in respect of any claim, judgement or award against any person (including ILECS) to the extent that such enforcement will or may result in the aggregate amount paid by ILECS exceeding the limit of liability as set out in this clause 8.4.
8.5. ILECS’ liability under or in connection with this Agreement shall not exceed in the aggregate the amount, if any, recovered by ILECS under the professional indemnity insurance maintained in accordance with clause 8.2.
8.6. - ILECS shall not be liable for any indirect or consequential losses (including loss of profit, loss of production, loss of revenue, loss of contract, liability under any other agreements or liabilities to third parties) howsoever caused and whether or not such losses were foreseeable at the time of carrying out of the Services.
8.7. ILECS’ liability under this Agreement shall be limited to that proportion of losses which it would be just and equitable to require ILECS to pay having regard to the extent of ILECS’ liability for the same.
8.8. Unless expressly stated to the contrary, no provision of this Agreement is intended to or creates any right or benefit enforceable against the parties to the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8.9. All claims against ILECS under or in connection with this Agreement must be made before the expiry of the 6-year period immediately following completion of the Services or such shorter time as may be prescribed by law.
8.10. To the extent permissible by law, ILECS shall not be liable to the Client for (and shall not be required to maintain insurance in respect of) any liability, loss, cost or expense caused by, contributed to by, or arising out of (1) Cladding Claims; (2) Fire Safety Claims; (3) EWS1 Forms; and/or (4) Communicable Diseases, which are defined as follows:
9.1. In the event of any failure by either party to comply with any material obligation under this Agreement, the non-breaching party may, upon not less than 30 days’ notice in writing to the other party, terminate this Agreement. In addition, ILECS may terminate its appointment under this Agreement with immediate effect upon the Client’s insolvency (as referred to in section 123 of the Insolvency Act 1986).
9.2. Any termination of ILECS’ appointment under this Agreement shall not prejudice or affect the accrued rights or claims of either party.
9.3. Upon termination of ILECS’ appointment under this Agreement or the suspension of the provision of the Services, the Client will pay ILECS’ fees and other costs and expenses accrued in providing the Services up until the date of termination or suspension plus any charges, costs and expenses reasonably incurred by ILECS as a consequence of the termination or suspension.
9.4. Clauses 8.1 to 8.9 inclusive shall survive termination of this Agreement.
10.1. To observe the critical dates and requirements set out in the submission and any subsequent critical dates agreed between both parties.
10.2. The Client shall indemnify ILECS against any claim made by ILECS staff in respect of any Client breach of these obligations.
10.3. The Client is deemed to have accepted the Service or work executed as being in accordance with this Agreement unless within 30 days of delivery of the Service or work executed the Client shall have notified ILECS that it claims such work is not in accordance with this Agreement.
11.1. ILECS shall comply with the obligations imposed as a “Principal Designer” (where specifically appointed in a principal designer role by the Client) as defined under the CDM Regulations as modified from time to time insofar as they apply to the Services.
12.1. Notwithstanding anything else to the contrary in this Agreement, ILECS shall exercise reasonable skill and care and diligence in the performance of its obligations under this Agreement and shall comply with any programme agreed between both parties provided that ILECS shall be entitled to a reasonable extension of time for completion of Services for any delay in providing the Services which are beyond their reasonable control.
12.2. The Client shall not assign, transfer, subcontract or in any manner make over to a third party the benefit of this Agreement without the prior written consent of ILECS.
12.3. Both parties to the Agreement will comply with their respective obligations under the Data Protection Act as modified from time to time.
12.4. Headings are for convenience only and shall not affect the construction of this Agreement.
12.5. Any dispute or difference arising out of this Agreement may be referred by either party at any time to adjudication by a person to be mutually agreed upon by both parties.
12.6. The application of these Terms and Conditions shall be governed by and construed in accordance with English law.
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