Terms and Conditions
The following standard condition of engagement will apply to any contract between the parties unless specifically amended in writing by STL Solutions prior to the commencement of work.
1. Interpretation
1.1 Definitions:- In these Conditions, the following definitions apply:
STL Solutions is: STL Solutions Services Ltd (SC771971) having various places (within the UK and abroad) where business is undertaken and from where Services are provided. Head Office at Savoy Tower, 77 Renfrew Street, Glasgow, G2 3BZ .
Client is: the person or organisation with whom STL Solutions has contracted to provide services.
Charges are: the charges payable by the Client for the supply of the Services in accordance with the contract.
Conditions are: these terms and conditions as reviewed and amended from time to time.
Contract is: the contract between STL Solutions and the Client for the supply of Services in accordance with these Conditions.
Services are: the services, supplied by STL Solutions to the Client as set out in any invoice, quotation or estimate.
Director is: a formal appointment of STL Solutions to a person acting as a Director of the business.
Client Default is: a failure on the part of the Client to abide by the obligations placed upon them under the Contract, whether or not leading to any impediment to STL Solutions in carrying out the Services called for under the Contract.
1.2 Construction:- In these Conditions, the following rules apply:
a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is reference to such statute or statutory provision as amended or reenacted;
c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and,
d) a reference to writing or written includes e-mails.
2. Engagement and Basis of Contract
2.1 Estimates, quotations or other offers to supply services shall not represent formal offers capable of creating contractual obligations on the part of STL Solutions. A contract shall not be held to be concluded unless and until an invoice for services has been issued and payment for services made, either in full or in accordance with any scheme of deferred or part payment expressly agreed. In the absence of agreement that a contract will be concluded without full payment for any service having first been made, no contract shall be construed.
2.2 The Contract constitutes the entire agreement between the Parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of STL Solutions which is not set out in the Contract.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supply of Services
3.1 STL Solutions shall supply the Services to the Client in accordance with the Contract and shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services other than in the case of applications and appeals which must be made in accordance with strict, statutory deadlines.
3.2 STL Solutions shall have the right to make any changes, without notice, to the Services which are necessary (in the opinion of STL Solutions) to comply with any applicable law, practice or safety requirement, or which do not materially affect the nature or quality of the Services or the intended outcome.
3.3 STL Solutions warrants to the Client that the Services will be provided using reasonable care and skill. However, applications, appeals and representations may be speculative. STL Solutions does not guarantee that any application, appeal or representation will be successful.
3.4 STL Solutions reserves the express right to terminate the Contract and withdraw from its obligation to provide Services (of further Services in respect of ongoing matters) in respect of the Contract at any time by returning to the Client any fee or sum paid in respect of those services, less any reasonable costs accrued by STL Solutions by that point for work previously undertaken in respect of any Contract between STL Solutions and the Client.
3.5 It is expressly noted that STL Solutions’ fee structures do not (unless expressly noted) include any provision for any sums, fees or charges due to local or national authorities in respect of various applications, appeals of other services STL Solutions might oversee or engage in on behalf of the Client. This includes but is not limited to fees for Licensing and Planning Applications and Freedom of Information Requests/Applications.
3.6 In the event of a dispute between the Client and any local or national authority (or other third party) regarding any sum, fee or charge noted in clause 3.5 above, STL Solutions shall make reasonable enquiries on behalf of the Client to ascertain the accuracy and applicability of such amounts claimed as due. However, in the event of ongoing dispute regarding such amounts, it shall be for the Client to seek further clarification and redress independently.
3.7 Where STL Solutions withdraws from the Contract owing to Client Default, it is expressly agreed that any refund/reduction in Charges will be at the sole discretion of STL Solutions to issue, in good faith.
3.8 Additional or further submissions that might be permitted during any application or appeals processes, whether or not in response to submissions by local or national authorities or other interested parties, will be at the sole discretion of STL Solutions to make, and the management of any correspondence related to any representation, application or appeal (as well as management of any representation, application or appeal itself) will be in accordance with STL Solutions’ professional judgement.
3.9 Advice and documentation issued to clients (including formal letters and planning or appeals statements) is proprietary and remains the property of STL Solutions for the use and benefit only of the relevant client, in respect of the matter, property, or application in question, as specifically agreed. STL Solutions does not accept or assume responsibility for any use of (or reliance on) any advice, representation, document or product by anyone other than the Client and may take action to protect intellectual property rights in the event of unauthorised copying, distribution or use of advice or documentation.
4. Client’s Obligations
4.1 The Client shall:-
a) ensure that the terms of engagement are complete, accurate and accepted; and
b) co-operate with STL Solutions in all matters relating to the Services;
c) provide STL Solutions with such information and materials as STL Solutions may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects;
d) within 7 days of request by STL Solutions, pay any and all sums due to STL Solutions in respect of any Contract;
e) upon notification, timeously pay any sums, fees or charges noted to be due to local and national authorities in respect of any application, appeal or service lodged with them on behalf of the Client by STL Solutions and called for under the Contract (STL Solutions also reserves the right to pay, at its sole discretion, such sums, fees and charges on the Client’s behalf and seek reimbursement of such amounts from the Client, which the Client hereby agrees to pay); or
f) upon request, put STL Solutions in advance receipt of sufficient funds to meet expected local or national authority charges (noted in (e) above) to allow STL Solutions to make any such application, appeal, representation or service request called for under the Contract on the Client’s behalf;
g) empower STL Solutions to make (and subsequently manage) any application, representation, request or appeal called for under the Contract (including granting STL Solutions the express authority to withdraw any such application, representation, request or appeal at STL Solutions’ discretion) as the Client’s agent in those matters. Additional charges may be levied by STL Solutions, by prior agreement, where the Client wishes additional work, submissions, representations or services to be undertaken above those which are (in STL Solutions’ sole opinion) deemed necessary in respect of the Services;
h) not make any representation or submission (written or verbal) to any relevant local or national authority in respect of any ongoing application, appeal, submission or representation governed by the Contract without the prior consent of STL Solutions; and
i) not share or disclose any intellectual property owned by STL Solutions to any other third party, other than where disclosure is required by law or as an unavoidable part of any licensing, planning or other process engaged in by the Client and STL Solutions together under the Contract. As stated, STL Solutions does not accept or assume responsibility for any use of (or reliance on) any advice, representation, document or product by anyone other than the Client and may take action to protect intellectual property rights in the event of unauthorised copying, distribution or use of advice or documentation.
4.2 In the case of Client Default, whether or not STL Solutions’ performance of any of its obligations under the Contract is prevented or delayed by any such Client Default
a) STL Solutions shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and shall have the right to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays STL Solutions’ performance of any of its obligations;
b) STL Solutions shall expressly reserve the right to withdraw from the Contract and to withdraw any application, representation, request or appeal already made on behalf of the Client or otherwise notify other relevant parties of the withdrawal of services to the Client (including representation in any judicial or quasi-judicial proceedings) prior to or at the point of such withdrawal;
c) STL Solutions shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from STL Solutions’ failure or delay to perform any of its obligations as set out in this clause, or flowing directly or indirectly from the withdrawal of any application, request, representation or appeal as set out in this clause; and
d) the Client shall reimburse STL Solutions on written demand for any costs or losses sustained or incurred by STL Solutions arising directly or indirectly from the Client Default. This may include administrative charges for additional work undertaken to re-submit any application or appeal returned for lack of payment by the Client, upon demand, of relevant local authority fees. In such an event, STL Solutions reserves the right to charge a reasonable administrative fee of not less than £199+VAT or withdraw from the Contract at that point without refund or reduction of Charges that may have been paid by the Client or on their behalf.
5. Charges and Payment
5.1 The Charges for the Services shall be in accordance with any fee arrangement which is agreed between STL Solutions and the Client. In respect Charges and Payment, it is agreed
a) All fee proposals exclude Local or other Authority costs, unless specifically noted. Such fees will be paid directly by the Client to the Local Authority concerned, or will otherwise be paid to STL Solutions for transmission to the Local Authority thereafter, or will be reimbursed to STL Solutions where such costs are initially met by STL Solutions. In the event of the latter eventuality, such fees shall become sums due under the Contract to STL Solutions.
b) All amounts payable by the Client to STL Solutions under the Contract are exclusive of amounts in respect of value added tax (VAT), other than where in respect of local or national authority fees or charges dealt with under client accounting principles.
c) If the Client fails to make any payment due to STL Solutions under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 3% per cent per annum above Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. In the event that payment is not made in accordance with agreed terms, STL Solutions retains the right (as noted above) to stop all work in respect of any Contract that may exist between the Client and STL Solutions and/or to withdraw from any Contract between them.
d) The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). STL Solutions may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by STL Solutions to the Client.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by STL Solutions.
6.2 The Client acknowledges that, in respect of any third-party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on STL Solutions obtaining a licence from the relevant licensor on such terms as will entitle STL Solutions to license such rights to the Client.
7. Confidentiality
7.1 A party (receiving party) shall, other than where expressly agreed, keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
7.2 Clause 7 shall survive termination of the Contract.
8. Limitation of Liability.
8.1 Nothing in these Conditions shall limit or exclude STL Solutions liability for:-
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation; or
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:-
a) STL Solutions shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b) STL Solutions’ total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, delict/tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the client for the Services rendered.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 STL Solutions will not be liable for any errors or omissions which may result from the information supplied on planning histories, site survey information etc by Local Authorities, Statutory Undertakers and other relevant bodies, nor for incorrect or incomplete information supplied to STL Solutions by the Client or any other 3rd party.
8.5 The Client hereby acknowledges STL Solutions has drawn attention to any duties imposed on the Client by Part III of the Town and Country Planning (Scotland) Act 1997 and the Civic Government (Scotland) Act 1982.
8.6 This clause 8 shall survive termination of the Contract.
9. On termination of the Contract for any reason:
a) the Client shall immediately pay to STL Solutions all of STL Solutions’ outstanding unpaid invoices/sums and interest and, in respect of Services supplied but for which no invoice has yet been submitted, STL Solutions shall submit an invoice, which shall be payable by the Client immediately on receipt;
b) the accrued rights, remedies, obligations and liabilities of the parties as damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
c) clauses which expressly or by implication survive termination shall continue in full force and effect.
10. Force Majeure
10.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of STL Solutions including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of STL Solutions or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, 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 subcontractors.
10.2 STL Solutions will give immediate notice to the Client of any Force Majeure Event which makes it impracticable to carry out any of the Services and agree a suitable course of action with the Client.
10.3 STL Solutions shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11. General
11.1 Assignment and other dealings
a) Neither the Client of STL Solutions may assign this Agreement without the express written consent of the other party.
11.2 Notices
a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause if sent by pre- paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e- mail, one business day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance
a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
b) If one party gives notice to the other of the possibility that any provision or part- provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by STL Solutions.
11.7 Governing law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Scotland.
11.8 Jurisdiction
Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).