Terms of Engagement
(Applicable in the Absence of an Agreed Contract)
1.Definitions
1.1. “Agreement” - The building contract formed by these Terms and any associated scope, proposal, or written instruction.
1.2. “Client” - The organisation or individual receiving the Services.
1.3. “Consultant” - Tenwell Innovations Limited trading as EcoVate Group.
1.4. “Fees” - means the sums payable by the Client to the Consultant for the provision of Services.
1.5. “Services” - The consultancy services set out in the Consultant’s proposal, quotation, email confirmation, or statement of work.
2. General
2.1. These Terms apply to and govern the provision of the Services by the Consultant unless and to the extent that the parties have expressly agreed otherwise in writing. Where the Services are provided pursuant to a separate written agreement executed by both parties, the terms of that agreement shall prevail to the extent of any inconsistency.
3. Provision of Services
3.1. The Consultant shall perform the Services with reasonable skill, care, and diligence in accordance with generally accepted professional standards.
3.2. The Client shall provide timely access to information, systems, staff, and facilities reasonably required to deliver the Services.
3.3. The Client shall reimburse all reasonable expenses properly and necessarily incurred by EcoVate in connection with the provision of Services, subject to production of receipts or other appropriate evidence of payment.
3.4. Any material change to the scope or timing of the Services shall be subject to agreement between the parties, including any impact on Fees.
4. Sub- Contractors
4.1. The Consultant may use suitably qualified subcontractors and remains responsible for their performance.
4.2. Where the Consultant engages a subcontractor at the express request or nomination of the Client, and the Consultant does not have primary responsibility for the selection, direction or management of that subcontractor (a ‘Client - Nominated Subcontractor’), the Consultant shall not be responsible for the performance of the Services provided by a Client-Nominated Subcontractor, nor for any acts or omissions of such Client-Nominated Subcontractor.
4.3. The Client shall indemnify and keep indemnified the Consultant against all third-party claims, losses, damages, costs and expenses (including reasonable legal costs) suffered or incurred by the Consultant, arising out of or in connection with any claim brought against the Consultant by a third party in respect of the Services provided by a Client-Nominated Subcontractor, and any claim brought by a Client-Nominated Subcontractor against the Consultant in connection with its engagement, except to the extent that such claim arises from the negligence, wilful misconduct or bad faith of the Consultant.
5. Fees and Payment
5.1. Fees are as stated in the applicable proposal or scope and relate solely to the Services expressly described therein. Any additional services, including (without limitation) assistance in connection with any procurement challenge, investigation, audit, complaint or legal proceedings, shall be subject to separate agreement and additional fees unless expressly included in the proposal or scope.
5.2. Fees exclude VAT and applicable taxes unless stated otherwise.
5.3. The Client shall reimburse all reasonable expenses properly and necessarily incurred by the Consultant in connection with the provision of Services, subject to production of receipts or other appropriate evidence of payment.
5.4. Invoices are payable within 30 days of invoice date.
5.5. The Consultant may suspend Services where payment is overdue.
5.6. The Consultant may charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. Confidentiality and Information Governance
6.1. Each party shall keep confidential all non-public, commercially sensitive, or confidential information received from the other.
6.2. This obligation does not apply to information that is public, lawfully obtained from a third party, or required to be disclosed by law.
7. Intellectual Property
7.1. Each party retains ownership of its pre-existing intellectual property.
7.2. Unless agreed otherwise, the Client is granted a non-exclusive, non-transferable, royalty-free licence to use the deliverables solely for the purpose for which they were supplied.
8. Liability and Reliance
8.1. The Consultant’s total aggregate liability, whether in contract, tort (including negligence), misrepresentation or otherwise, arising out of or in connection with the Services shall not exceed 100% of the Fees invoiced and paid, or properly due and payable, during the 12-month period immediately preceding the act or omission giving rise to the liability.
8.2. The Consultant shall not be liable for indirect or consequential losses, including loss of profit, revenue, savings, opportunity, or data.
8.3. The Services are advisory in nature, and the Client remains responsible for decisions, implementation, and regulatory compliance.
8.4. The Consultant shall be entitled to rely on information, instructions and approvals provided by or on behalf of the Client and shall have no responsibility to verify the completeness or accuracy of such information unless expressly agreed otherwise.
8.5. The Client shall indemnify and keep indemnified the Consultant against any third-party claims, proceedings, costs and expenses (including reasonable legal costs) suffered or incurred by the Consultant arising out of or in connection with the Client’s decisions, actions or omissions in relation to any procurement, except to the extent that a court of competent jurisdiction determines in a final judgment that such claim arises directly from the negligence, wilful misconduct or bad faith of the Consultant.
8.6. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or liability that cannot be legally excluded.
9. Term and Termination
9.1. The Agreement commences on instruction or acceptance of a proposal and continues until completion unless terminated earlier.
9.2. Either party may terminate immediately for material breach not remedied within 14 days of written notice.
9.3. Upon termination, the Client shall pay all fees and expenses incurred up to the effective date of termination.
10. Status
10.1. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
11. Governing Law
11.1. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
12. Entire Agreement
12.1. These Terms, together with any associated proposal or written instruction, constitute the entire agreement between the parties and supersede any prior discussions or representations.