Standard Terms and Conditions of Business

Elliott Flemming Ltd – Mechanical & Electrical Engineering Consultancy

1. Definitions

• “Elliott Flemming” means Elliott Flemming Ltd (Company No. 15071620) registered in England and Wales.

• “Client” means any organisation or individual engaging Elliott Flemming.

• “Agreement” means any written proposal, contract, purchase order, or other written instruction under which services are provided.

• “Services” means any professional services provided by Elliott Flemming.

• “Deliverables” means any outputs produced as part of the Services.
  
  

2. Application of These Terms

These Terms apply to all work carried out by Elliott Flemming unless otherwise agreed in writing. They take precedence over any other terms issued by the Client. By instructing Elliott Flemming, the Client accepts these Terms.

3. Appointment and Conduct

An Agreement comes into effect when a proposal is accepted in writing, a purchase order is issued, or a contract is signed. Both parties agree to act reasonably, professionally, and in good faith throughout the engagement.

4. Fees and Payment

• Fees will be agreed in writing before work begins.

• Invoices are payable within 30 days, unless agreed otherwise.

• Late payments may attract interest and statutory charges in line with the Late Payment of Commercial Debts legislation.

• All fees are exclusive of VAT and any applicable taxes, where relevant.

• Elliott Flemming Ltd is not currently VAT registered. VAT will not be charged unless and until this status changes.
  
  

5. Services and Deliverables

Deliverables are based on information provided by the Client or others acting on their behalf. Elliott Flemming is not responsible for errors arising from incomplete or incorrect information.

Elliott Flemming provides consultancy and design services only and does not carry out installation or construction works.

Responsibility for implementing designs and ensuring compliance with applicable laws and regulations rests with the Client and their appointed contractors.

Programme dates are indicative only and may change due to matters outside Elliott Flemming’s control.

6. Confidentiality

Both parties agree to keep confidential any sensitive information shared during the engagement and to use it only for the purposes of the Agreement.

This does not apply to information that is:

• publicly available,

• lawfully obtained from a third party, or

• required to be disclosed by law or regulation.
  
  

7. Intellectual Property

Unless agreed otherwise:

• All intellectual property rights in the Deliverables remain the property of Elliott Flemming.

• Once all fees are paid, the Client is granted license to use the Deliverables solely for the project for which they were created.

• Elliott Flemming may reuse general ideas, methods, and experience gained during the engagement.
  
  

8. Insurance and Liability

Each party will maintain appropriate insurance for its activities.

Liability Limits
Elliott Flemming’s total liability shall not exceed the fees paid under the relevant Agreement.

Elliott Flemming shall not be liable for:

• indirect or consequential losses,

• loss of profit or business opportunity,

• work carried out by third parties, or

• use of Deliverables more than 12 months after issue.

Nothing in these Terms limits liability where this is not permitted by law.

9. Legal and Regulatory Compliance

Each party agrees to comply with applicable laws, including health and safety, data protection, anti-bribery legislation, and the Modern Slavery Act. Any personal data shared must be lawfully obtained and processed in accordance with UK GDPR.

10. Termination

Either party may terminate the Agreement with 30 days’ written notice, or immediately in the event of a serious breach. Fees for work completed up to the termination date remain payable.

11. Force Majeure

Neither party shall be liable for delays or failure caused by events beyond reasonable control, including natural disasters, industrial action, or government restrictions. If such events continue for more than 60 days, either party may terminate the Agreement.

12. Disputes

If a dispute arises, the parties will first attempt to resolve it through discussion between senior representatives. If unresolved, the parties will seek mediation before starting legal proceedings, unless urgent action is required.

13. Governing Law

These Terms and any Agreement are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.