1      Definitions

1.1    In these Terms and Conditions of appointment:

“Absolar” means Absolar Solutions Ltd or any other entity in the Absolar Solutions Group.

“Client” means the persons, individual, organisation or company on behalf of whom the consultancy services are being undertaken.

“Services” means those activities as set out within proposal correspondence.

“Project” means the Client’s works as defined explicitly or otherwise by the Client.

2      Performance

2.1    Absolar will exercise reasonable skill, care and diligence in the performance of the Services.

2.2    If the performance of the Services by Absolar is delayed by reasons of any act or default on the part of the Client or, by any other cause that Absolar could not have reasonably foreseen or prevented and for which it was not responsible, Absolar shall be allowed a reasonable extension of time for completion and any reasonable associated costs recompensed to Absolar as shall be agreed between the parties in writing.

2.3    The Client shall not prevent Absolar from undertaking contracts for third parties during the provision of the Services provided however that such other work shall not interfere with or otherwise hinder the performance of the services under the Project.

3      Fee proposals

3.1    The fee proposal is based on information provided in the Client’s enquiry, and our anticipated or specified brief. It is valid for 3 months from issue of this document. Should the Client request activities not included in the original scope of Services, Absolar reserve the right to apply for additional fees. If instructions for fee uplift cannot be sought and to avoid delaying the project programme, Absolar will continue work and shall apply hourly rates specified below.

Director(Project Leader)                            £174.00

Solar Feasibility Surveyor                           £174.00

Chartered/ Solar Engineer                        £135.00

Energy Analyst                                              £108.00

Technician                                                     £75.00

3.2    Similarly should the brief be reduced then Absolar will advise of the revised fee.

3.3    Management, design, detailing, inspections and reporting shall be carried out by properly qualified employees of Absolar.

4      Payment terms

4.1    All figures quoted in the fee offer are shown exclusive of VAT, which shall be applied to all fee accounts at the current rate.

4.2    On appointment the Client shall pay to Absolar fees for the performance of the Services in monthly instalments or in accordance with written agreement otherwise acknowledged by both the Client and Absolar. The total value of any such instalments will be equal tothe value of Services provided by Absolar and other legitimate expenditure made by Absolar from the date of the last invoice submitted by Absolar.

4.3    Interim and / or final invoices properly rendered in accordance with Clause 3.2 are payable within 14 days of the date of the invoice.

4.4    Should the Client wish to raise any queries in clarification or dispute the payment application this should be raised within seven days of the account being rendered.

4.5    Should payment not be received within 14 days of the invoice date Absolar reserve the right to suspend any orall of its obligations and Services at Absolar’s own discretion by giving not less than 7 days’ notice to the Client of Absolar’s intention to do so andstating the ground or grounds on which Absolar intend to suspend its obligations and Services. In the eventuality of the suspension of obligationsand / or Services under this Clause the Client shall, in addition to theoutstanding debt, pay to Absolar all costs reasonably incurred as a result of the suspension.

4.6    The right of suspension in accordance with Clause 3.5 shall cease when payment of the outstanding sums is received from the Client.

4.7    Payment terms are 14 days from the date of invoice. On receipt of the account the Client should raise any queries in clarification, or points of dispute within seven days of the account being presented. Late payment of undisputed accounts or account payments whereby the delay is otherwise unfounded will incur a charge of 8% above the Bank of England Base Rate calculated on a daily basis from the date first rendered as described in the following government website:https://www.gov.uk/latecommercial-payments-interest-debt-recovery/charging-interestcommercial-debt.

4.8    The fee quoted excludes any licence, submission, or application fees necessarily incurred in the execution of the design or in gaining approvals. Where these fees are met by Absolar they shall be identified as a disbursement on the invoice application and shall attract a further administrative charge equal to 20% of the value of the fees.

4.9    No percentage retention may be applied to any Interim or Final payment applications.

5      Limitation of Liability

5.1    Without affecting other limitation or exclusion clauses, the Absolar’s liability under or in connection with the Services shall be limited to the lesser of two and a half times the appointed Absolar fee for these works or £50,000 in aggregate. This limit shall apply however that liability arises, including, without limitation, any liability arising by breach of contract, arising by tort including, without limitation, the tort of negligence or arising by breach of statutory duty. However, this clause shall not exclude or limit the Consultant’s liability for:

a) Death or personal injury caused by Absolar’s negligence; or

b) Fraud or fraudulent misrepresentations.          

6      Intellectual property

6.1    Until such time as settlement of invoices properly raised by Absolar is made in full, the copyright of any reports, designs, drawings, specifications, and all other documents shall remain vested in Absolar and may not be relied upon for any purpose or use by the Client, their appointees or successors.

6.2    On payment of any fees agreed as properly due, the intellectual property in the documents shall remain vested with Absolar, but the Client shall have non-exclusive licence to use the documents for any purpose related to the project except Absolar shall not be liable for any such use other than that for which they were the documents were originally prepared.

7      Warrantees / assignments

7.1    The Client may not assign or transfer all or any of its interests in reports, designs, drawings, specifications and other documents prepared by Absolar in relation to the project without prior consent of Absolar, such agreement not being unreasonably withheld. Any such assignment will be by way of absolute legal assignment.

8      Data Protection

8.1    Each party shall ensure that it and its representatives shall, duly observe all their obligations under the Data Protection Legislation, which arises in connection with the performance of this Agreement.

9      Termination of appointment

9.1    Should the appointment be terminated by the Client for reasons other than the non-performance by Absolar then Absolar will be entitled to render a fee account covering the full costs to date, which may exceed the previously agreed schedule.

9.2    In the unlikely event that the appointment is terminated by the Client due to non-performance of Absolar the Client must first serve notice in writing of the intention to do so and allow Absolar seven days to respond to any allegations of poor service.

9.3    Termination by whatever means shall not prejudice the right of action of either party in respect of any antecedent breach of any of the terms or the repayment of any sums due.

10    Construction (Design and Management) regulations

10.1  Some of work that Absolar carryout falls within the definition of ‘construction’ as outlined in the Construction (Design and Management) Regulations 2015 (regulation 2(1)). Under these regulations, Absolar have duties with which Absolar must comply, including a requirement to ensure our clients are aware of their duties(regulation 15 (1)) to make suitable arrangements for managing a project. To this end, the Client must ensure that a Principal Contractor and Principal Designer have been appointed, where more than one contractor is involved. If the Client wishes us to act as Principal Contractor or Principal Designer, Absolar will need to be appointed directly by the Client in writing. If these appointments are not made, then Absolar will assume that the Client is fulfilling these roles.

10.2  To ensure those affected by our works are kept safe, the Client has a legal duty to provide sufficient time and resources to do the work safely (this includes welfare). This may include but may not be limited to, depending on the nature of the Project, relevant pre-construction information such as asbestos surveys, utility surveys and copies of existing health and safety files. Where these are available but not provided by the Client, and they are felt to be necessary for the safety of those affected by our works, Absolar will obtain them on the Client’s behalf. This may incur both additional cost and delay to the Client.

10.3  Where a Principal Designer has already been appointed, Absolar need to be made aware of their identity, by the Client, so that Absolar can ensure suitable pre-construction information is obtained and works correctly coordinated. The following link to the Government Health and Safety Executive website summarising legal duties may be of use to the Client: http://www.hse.gov.uk/construction/cdm/2015/summary.htm.

11    Disputes

11.1  In the event of a dispute or claim arising out of the appointment of Absolar and the Client agree if possible to use the route of mediation to resolve the issue; in any case both parties agree to be governed by English Law and to submit to the non-exclusive jurisdiction of the English Courts.

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