Terms and Conditions - We Make Shore

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    Terms and Conditions


    • Building Control (Approved Inspector) Services Terms and Conditions

      1. BACKGROUND

      These terms and conditions (Conditions) apply to the supply of Services by Shore to the Client (all as defined below). They apply to the exclusion of any other Conditions that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

      2. DEFINITIONS

      2.1 The following definitions apply to these Conditions:

      Additional Work

      any additional services to be provided by the Approved Inspector that sit outside the scope of the Services and/or agreed timescales;

      A Fire Safety Notification

      Any Claim(s), losses, liability, costs, expenses or defence costs directly or indirectly arising out of/or connected to the combustibility, fire protection performance, fire resistance/fire retardant characteristics of any external cladding or roofing systems; any internal fire protection systems; or any aspects of the fire safety or fire performance of a building structure;

      Agent

      the agent named on the Application Form authorised to act for and on behalf of the Client in respect of the Services;

      Applicable Laws

      has the meaning set out in clause 14.7;

      Application Form

      means either the online order form for Services, or the application form appended to a Fee Proposal from Shore for Services;

      Approved Inspector

      means an inspector of Shore who is approved, independently monitored and regulated by CICAIR under the Building Act 1984 to carry out building control work in England and Wales;

      Authorised Representative

      means an individual authorised by the relevant party to sign documents on their behalf;

      Building Date

      the date on which the Building Works shall commence;

      Building Regulations

      those building regulations that apply to the performance of the parties under this Contract;

      Building Works

      the building works to be carried out on the Site;

      Business Days

      a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

      Client

      the applicant named on Shores application form for the Services under ëClient;

      Contract

      together, the Application Form, these Conditions and any variations thereto (including Change Orders);

      Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures

      as defined in the Data Protection Legislation;

      Data Protection Legislation

      the UK Data Protection Legislation and any applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);

      Deliverables

      any output of the Services to be provided by Shore to the Client as a result of the Services including documents, reports and certificates as set out in the Fee Proposal;

      Documentation

      any and all reports, plans and designs relating the Building Works, copies of all appropriate design information, structural design and calculations and relevant information about the Site to include, locations of sewers, presence of contaminates and fire strategy (where applicable);

      Domestic UK Law

      has the meaning set out in clause 14.7;

      Effective Datehas the meaning set out in clause 5.7;

      Facade Design

      the design, structure and fire performance of the faÁade as part of the Building Works;

      Fee Proposal

      means a fee estimation for Services prepared by Shore and delivered to the Client prior to the Effective Date;

      Fees

      the fees payable by the Client to Shore for the Services and any Additional Work as set out in the Fee Proposal;

      Final Certificate

      has the meaning set out in section 51(1) of the Building Act 1984;

      “Fire Authority”

      the statutory body which oversees the policy and service delivery of a fire and rescue service;

      Initial Notice

      the notice sent by the Approved Inspector to the Local Authority of its involvement in relation to the Building Works;

      Initial Notice Deadline

      5 Business Days before the Building Date;

      IPR

      patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

      Local Authority

      the local authority responsible for the geographical location in which the Site is located;

      Notices

      means a formal document required to be issued to the relevant Local Authority under the Building Regulations;

      Plans Certificates

      has the meaning set out in section 50(1) of the Building Act 1984;

      Services

      the services to be provided by the Approved Inspector as further described in clause 6 and any further services set out in the Fee Proposal;

      Shore

      means Shore Engineering Limited, a company incorporated in England and Wales with company number 04563547 and whose:

      a. registered address is The Mill, Station Road, Ardleigh, Colchester, Essex, CO7 7RS;

      b. telephone number is 01206 230820; and

      c. email address is info@wemakeshore.co.uk;

      Site

      the location at which the Services are to be carried out;

      Term

      the term of the Contract commencing from the Effective Date until such date this Contract expires or is otherwise terminated;

      UK Data Protection Legislation

      all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

      VAT

      value added tax chargeable in the UK; and

      Website

      means https://wemakeshore.co.uk or any other website notified to the Client from time to time.

      2.2 Clause headings shall not affect the interpretation of this Contract.

      2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

      2.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

      2.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

      2.7 This Contract shall be binding on, and ensure to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

      2.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

      2.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

      2.10 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after exit day.

      2.11 A reference to writing or written includes email.

      2.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

      2.13 References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.

      2.14 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

      2.15 A reference to this Contract or to any other agreement or document referred to in this Contract is a reference to this Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.

      2.16 References to clauses are to the clauses of this Contract.

      2.17 Any words following the Conditions including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those Conditions.

      3. AGENTS ACTING ON BEHALF OF A CLIENT

      3.1 In the event an Agent instructs Shore in respect of Services on behalf of a Client, the Agent hereby confirms and warrants to Shore that it has the authority to bind the Client and/or itself to these Conditions.

      3.2 Where the Agent does have authority to bind the Agent and/or is responsible for payment of the Fees and/or is the contact for receiving communications from Shore, the term Client may be substituted throughout these Conditions with Agent where applicable.

      3.3 If the Agent does not have any authority to bind the Client to the Conditions of this Contract, the Agent will become wholly liable in respect of any acts or omissions under these Conditions as if it were the Client itself.

      3.4 Any Agents signing on behalf of a Client must ensure that they have:

      3.4.1 informed the Client that they have instructed Shore on the Clients behalf; and

      3.4.2 brought these Conditions to the attention of the Client.

      4. BASIS OF CONTRACT

      4.1 These Conditions come into force on the Effective Date subject to the Client supplying all information to Shore requested in the Application Form (except the Agents details shall only apply if relevant).

      4.2 Shore shall provide the Services to the Client with reasonable skill and care, and in accordance with these Conditions and the Construction Industry Councils (CIC) Code of Conduct for Approved Inspectors.

      4.3 These Conditions apply to the Services to the exclusion of any other Conditions that the Client seeks to impose or incorporate following the Effective Date, or which are implied by trade, custom, practice or course of dealing.

      4.4 Notwithstanding clause 4.3, any variation to these Conditions pursuant to clauses 15 and 24 shall be incorporated however, Shore shall not accept any Conditions related to:

      4.4.1 any collateral warranties; or

      4.4.2 any contracts intended for those persons responsible for preparing designs for Building Works including architects, design technicians and surveyors.

      5. APPOINTMENT

      5.1 If completing an Application Form on the Website, the Client shall follow the onscreen prompts accordingly and the Client will have the opportunity to check and amend any errors before submitting its Application Form to Shore.

      5.2 If submitting an Application Form by email or by post, the Client shall complete the Application Form accordingly and the Client must check and amend any errors before submitting its Application Form to Shore to the email address or postal address set out in the definition of Shore in clause 2.

      5.3 The Client is responsible for ensuring that its Application Form and any Documentation submitted by it, is complete and accurate.

      5.4 Each Application Form sent to Shore is an offer by the Client to receive the Services subject to these Conditions.

      5.5 The Client is required to accept these Conditions by either (for Website submissions only) clicking the I accept these Conditions button prior to submitting an Application Form on the Website or otherwise by signing and dating a paper copy of the Application Form.

      5.6 After the Client submits an Application Form on the Website, the Client shall receive an email from Shore acknowledging that Shore has received it, but this does not mean that Shore has accepted the Application Form.

      5.7 Shores acceptance of the Application Form and the date upon which a contract comes into force between the parties, shall take place:

      5.7.1 if an Application Form is made on the Website, on the date Shore sends an order confirmation email to the Client; or

      5.7.2 if an Application Form is submitted by post to Shore, on the date Shore sends an order confirmation letter to the Client; or

      5.7.3 if an Application Form is submitted by email to Shore, on the date Shore sends an order confirmation email to the Client,

      such applicable date being the Effective Date.

      5.8 If, provided that Shore has not commenced providing the Services:

      5.8.1 Shore is unable to supply the Client with the Services for any reason, Shore will notify the Client of the same; or

      5.8.2 the Client cancels the Contract within 5 Business Days of receiving an order confirmation under clause 5.7, then:

      a) if the Client has already paid for the Services and no Service have been provided, Shore will refund the Client the full amount of any monies paid in relation to the same; or

      b) if the Client has already paid for the Services and Shore has commenced fulfilling its obligations under this Contract, Shore will refund the Client on a pro-rated basis in accordance with clause 17.1.3.

      5.9 Shore shall not be able to serve an Initial Notice on the Local Authority or provide the Services unless and until the Client (or its authorised representative):

      5.9.1 completes all information in the Application Form (including the name, telephone email and postal address of the person paying for the Services);

      5.9.2 signs and dates the Application Form; and

      5.9.3 sends such Application Form to Shore before the Initial Notice Deadline.

      6. SERVICES

      6.1 Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of this Contract or have any contractual force.

      6.2 Subject to clause 6.7 below and from the Effective Date, Shore hereby agrees to:

      6.2.1 serve an Initial Notice on the relevant Local Authority in respect of the Site by the Initial Notice Deadline;

      6.2.2 carry out statutory consultations;

      6.2.3 carry out an assessment of plans checking compliance with the Building Regulations;

      6.2.4 maintain appropriate records of the design assessment process;

      6.2.5 provide Plans Certificates (where applicable) if the Documentation shows compliance with current Building Regulations;

      6.2.6 make periodic visits to the Site to ascertain compliance with Building Regulations (if requested by the Client pursuant to clause 15);

      6.2.7 issue a Final Certificate to the Client, the appropriate Local Authority and, where applicable, the Fire Authority if Building Works are completed in compliance with Building Regulations,

      the aforementioned being the Services.

      6.3 The Client shall provide Shore with:

      6.3.1 the Documentation; and

      6.3.2 all necessary and required access to the Site on Business Days.

      6.4 The Services do not include any management of the Site or Building Works to ensure that compliance with Building Regulations is achieved.

      6.5 The Final Certificate is evidence (but not conclusive evidence) that the requirements specified in it have been complied with.

      6.6 Shore shall not be responsible nor liable for any delay in issuing the Final Certificate and shall not be responsible nor liable for any additional fees that are payable to the relevant local authority and/or any other costs, as a result of Shore being unable to issue a Final Certificate at any time. The Client shall not (and shall ensure that a third party shall not) take possession of the Building Works and/or issue any certificate of completion under the building contract in respect of the Building Works, unless the Final Certificate has been issued.

      6.7 If Shore are providing Services in relation to Facade Design, the Client shall provide a detailed review of each facade package of information within 7 Business Days of the Effective Date (unless otherwise agreed in writing) as a condition of Shore providing the Services to the Client.

      6.8 The Client acknowledges that if a review of a Facade Design requires an independent and suitably qualified facade validation inspector to demonstrate compliance of the Building Regulations, the Client shall be responsible for the procurement of such inspector and be liable for all costs and expenses associated with the same in addition to the Fees.

      6.9 Shore may provide advice relating to designs and relevant statutory requirements, but the responsibility for such designs rest solely with the Client (also see clause 13.2).

      6.10 Shore warrants to the Client that the Services will be provided using reasonable care and skill.

      7. CLIENTS OBLIGATIONS

      7.1 The Client shall:

      7.1.1 deliver a completed, signed and dated Application Form to Shore by such a date so as to give Shore sufficient time to serve an Initial Notice on the relevant Local Authority in respect of the Site by the Initial Notice Deadline;

      7.1.2 supply all such information and Documentation to Shore as is reasonably necessary for Shore to fulfil its obligations under this Contract at such appropriate times in order for Shore to provide the Services in accordance with this Contract;

      7.1.3 be responsible ensuring Shore has all necessary consents and authorisations and safe access to the Site during the Term in order to provide the Services;

      7.1.4 promptly notify Shore of the Building Date (and any Building Works recommencement dates if applicable);

      7.1.5 keep Shore informed of Building Works progress;

      7.1.6 be wholly responsible for obtaining and implementing all necessary permits, licences and approvals for the Site, except those which form part of the Services;

      7.1.7 provide Shore with any required Documentation by such a date so as to give Shore sufficient time to serve an Initial Notice on the relevant Local Authority in respect of the Site by the Initial Notice Deadline;

      7.1.8 co-operate with Shore in all matters relating to the Services; and

      7.1.9 inform Shore of all health and safety and security requirements that apply at the Site.

      7.2 If Shores performance of its obligations under this Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Shore shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

      8. COMPLIANCE WITH THE TOWN AND COUNTRY PLANNING ACT

      8.1 NEW DWELLINGS ONLY – Where a copy of the planning consent has not been provided with the Application Form, Shore is not responsible for checking any planning conditions, including those specific to the accessibility and water efficiency associated to the Building Works. In all circumstances it remains the responsibility of the Client to notify Shore of any specific requirements relating to accessibility and water efficiency over and above the Building Regulations. Where no information is provided, only the minimum level of compliance will be checked in accordance with the Building Regulations.

      8.2 ALL BUILDINGS – In all circumstances, it is the Clients responsibility to ensure all necessary planning approvals are gained where applicable and adhered to. Shore hold no responsibility for checking such legislative approvals have been obtained, nor any associated conditions are complied with.

      8.3 COMMUNITY INFRASTRUCTURE LEVY (CIL); any notices served by Shore to the Local Authority under The Building Act 1984 are solely for the purposes of the legal requirements placed on Shore under this Contract and they have no relevance or connection to CILs.

      9. COMPLIANCE WITH BUILDING REGULATIONS

      9.1 The Client, and any third-party designers and contractors shall be responsible for compliance of the Building Works with the Building Regulations and the Services do not include managing the Building Works to ensure that such compliance is achieved.

      9.2 Shore shall take reasonable steps to enable it to be satisfied that the Building Works’ comply with the Building Regulations, and if so satisfied, it shall issue a Final Certificate. The Final Certificate is not a representation that every aspect of the Building Works complies with Building Regulations.

      9.3 Shore may provide advice relating to designs and relevant statutory requirements, but such advice shall not deem it to be a designer. Responsibility for any designs relating to the Building Works rests solely with the Client or the Client’s third party appointed consultants and contractors.

      10. TIME FOR PERFORMANCE

      Shore will use reasonable endeavours to meet any performance dates specified in the Application Form, Documentation or as otherwise requested by the Client, but any such dates are estimates only and failure to perform the Services by such dates will not give the Client the right to terminate the Contract.

      11. ASSIGNMENT AND SUBCONTRACTING

      11.1 Shore may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.

      11.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

      12. PAYMENT & FEES

      12.1 The Client shall pay the Fees and any other amounts due and owing to Shore, in full and cleared funds and in pounds sterling.

      12.2 The Client shall pay the Fees to Shore in accordance with the Fee Proposal provided to the Client in relation to the Services.

      12.3 All Fees are exclusive of VAT. The Client shall, on receipt of a valid VAT invoice from Shore, pay to Shore any additional amounts in respect of VAT as are chargeable on a supply of the Services.

      12.4 If the Fees are less than £550.00 + VAT, Shore shall provide an invoice to the Client on the Effective Date.

      12.5 Unless otherwise due on the Effective Date in accordance with clause 12.4 or set out in the Fee Proposal, Shore shall invoice the Client as follows:

      Domestic Projects (where the Client requires Services for a project that is not a Commercial Project):

      12.5.1 25% of the Fees on the completion of the plan review and subsequent issue of a schedule of comments and observations; and

      12.5.2 75% of the Fees on the date the Approved Inspector shall commence inspections at the Site.

      Commercial Projects (where the Client requires the Services for a business or commercial project)

      12.5.3 40% of the Fees on the completion of the plan review and subsequent issue of a schedule of comments and observations; and

      12.5.4 60% of the Fees on the date the Approved Inspector shall commence inspections at the Site.

      12.6 All Fees become due and payable to Shore by the Client within 30 days from date of the relevant invoice.

      12.7 The Final Certificate shall not be supplied to the Client unless and until all undisputed monies and outstanding invoices due under the Contract have been paid by the Client.

      12.8 If there is a dispute of all or any part of an invoice submitted by Shore, the Client shall pay all undisputed monies to Shore in accordance with this clause 12.

      12.9 The Client may withhold payment of any disputed monies due under an invoice until such date the dispute is resolved, subject to the Client giving written notice to Shore stating the amount to be withheld and the grounds for withholding payment no later than 5 days before the due date for payment of the relevant invoice.

      12.10 If the Client fails to make a payment due to Shore under this Contract by the due date (including disputed Fees under clause 12.9 to the extent such monies are resolved to be due and owing to Shore), then, without limiting Shores remedies under clause 16, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

      12.11 For certain premium or large scale Building Works (in Shore’s sole opinion), the Fees are based on a professional design team being engaged including (as a minimum and where relevant):

      12.11.1 a RIBA Chartered Architect / Competent technician;

      12.11.2 a Technical Project / Design Manager;

      12.11.3 a Structural Engineer;

      12.11.4 a Fire Engineering Consultant (if relevant); and/or

      12.11.5 a Mechanical and Electrical Engineer.

      12.12 Shore reserves the right to increase its Fees or withdraw from the Contract should such a suitable professional design team not be available for the Term to support the Contract as required.

      13. INSURANCE

      13.1 Shore shall maintain its professional indemnity insurance and public liability insurance (to such extent premiums for the same are reasonable) in compliance with the guidelines issued by the Department for Communities and Local Government (or any successor Department responsible for the Building Act 1984 in relation to the Building Act 1984 S47(6). On the Clients reasonable written request, Shore shall provide insurance certificates for such insurance policies.

      13.2 Limits of Indemnity to the cover apply to the following specific areas:

      a) Applies on an annual aggregate basis for claims arising from pollution and contamination.

      b) Applies on a £1,000,000 annual aggregate, costs inclusive, basis for claims arising from Fire Safety Notifications.

      14. COPYRIGHT & DATA PROTECTION

      14.1 The IPR in all Deliverables shall remain Shores property.

      14.2 Shore grants to the Client a revocable, non-exclusive, non-transferable, non-sublicensable and royalty-free licence to copy and use the Deliverables as required in relation to the Site and/or Building Works to come into effect on the date all Fees due and owing to Shore under this Contract have been paid to by the Client.

      14.3 The Client grants to Shore an irrevocable, non-exclusive and royalty-free licence to copy and use the Documentation as required in relation to the Site and/or Building Works to come into effect on the Effective Date.

      14.4 Shore shall not be liable for any use of the Deliverables for any purpose other than that for which they were prepared and provided.

      14.5 The Initial Notice to the relevant local authority shall disclose the Clients name and address. By submitting the Application Form, the Client hereby confirms that it consents to the disclosure of such personal information to the local authority.

      14.6 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

      14.7 In this clause 13.1, Applicable Laws means (for so long as and to the extent that they apply to Shore) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

      14.8 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Shore is the Processor.

      14.9 Without prejudice to the generality of clause 14.6, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Shore for the Term.

      14.10 Without prejudice to the generality of clause 14.6, Shore shall, in relation to any Personal Data processed in connection with the performance by Shore of its obligations under this Contract:

      14.10.1 process that Personal Data only on the documented written instructions of the Client unless Shore is required by Applicable Laws to otherwise process that Personal Data. Where Shore is relying on Applicable Laws as the basis for processing Personal Data, Shore shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Shore from so notifying the Client;

      14.10.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

      14.10.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

      14.10.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

      a) the Client or Shore has provided appropriate safeguards in relation to the transfer;

      b) the data subject has enforceable rights and effective legal remedies;

      c) Shore complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

      d) Shore complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

      14.10.5 assist the Client, at the Clients cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      14.10.6 notify the Client without undue delay on becoming aware of a Personal Data Breach;

      14.10.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the Personal Data; and

      14.10.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 13.1.

      14.11 The Client does not consent to Shore appointing any third-party processor of Personal Data under this Contract. As between the Client and Shore, Shore shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.1.

      14.12 Either party may, at any time on not less than 30 days notice, revise this clause 13.1 by replacing it with any applicable controller to processor standard clauses or similar Conditions forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

      14.13 Shore will use any personal data the Client provides to them to:

      14.13.1 provide the Services; and

      14.13.2 process its payment for the Services;

      14.14 Further details of how Shore will process personal data are set out in https://wemakeshore.co.uk/privacy-policy-notice/.

      15. CHANGE CONTROL

      15.1 Shore reserves the right to amend the provision of the Services on notice to the Client either: (i) due to any applicable statutory or regulatory requirements or, (ii) if such amendment will not materially affect the nature or quality of the Services.

      15.2 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

      15.2.1 the Services;

      15.2.2 the Fees;

      15.2.3 the timetable of the Services; and

      15.2.4 any of the Conditions of this Contract.

      15.3 If Shore wishes to make a change to the Services, it shall provide a draft Change Order to the Client.

      15.4 If the Client wishes to make a change to the Services:

      15.4.1 it shall notify Shore and provide as much detail as Shore reasonably requires of the proposed changes, including the timing of the proposed changes; and

      15.4.2 Shore shall, as soon as reasonably practicable after receiving the information at Clause 15.2, provide a draft Change Order to the Client.

      15.5 If the parties:

      15.5.1 agree to a Change Order, they shall sign it and that Change Order shall amend this Contract; or

      15.5.2 are unable to agree a Change Order, the Conditions of this Contract shall remain unchanged.

      15.6 Shore may charge the Client for the time it spends on preparing and negotiating Change Orders.

      16. SUSPENSION AND TERMINATION

      16.1 If the Client fails to pay any Fees when due and the Client has not provided a notice of intention to withhold the same in accordance with clause 12.9, Shore may (on providing no less than 7 days prior written notice to the Client) suspend performance of any or all of the Services. Shore shall cease the suspension of Services once the Client has paid such Fees in full in accordance with clause 12.1.

      16.2 Unless otherwise terminated beforehand, this Contract will expire on the later date of (i) the Approved Inspector submits the Final Certificate to the Local Authority and (ii) Shore receiving the Charges in full.

      16.3 Either party may terminate this Contract without cause on no less than 30 days prior written notice.

      16.4 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

      16.4.1 notwithstanding clause 16.1, the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

      16.4.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

      16.4.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

      16.4.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

      16.4.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;

      16.4.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

      16.4.7 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

      16.4.8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; or

      16.4.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

      16.4.10 due to legislative changes if Shore are no longer permitted to provide or continue to provide the Building Control function, then the Approved Inspector is not liable for any additional costs incurred by the client associated with such legislative changes.

      17. CONSEQUENCES OF TERMINATION

      17.1 Following termination of this Contract:

      17.1.1 Shore shall write to the Local Authority (with a copy to the Client) cancelling the Initial Notice and Shore will be discharged from all requirements to complete the Services or any Additional Work;

      17.1.2 the Client shall immediately pay to Shore all of Shore’s outstanding unpaid invoices and interest and, in respect of the Services and/or Additional Work supplied but for which no invoice has been submitted, Shore may submit an invoice, which shall be payable immediately on receipt;

      17.1.3 if the Client has paid the Fees in full for Services and/or Additional Work not received up to the date of termination, Shore will refund the Client pro rata for those Services and/or Additional Work and obligations fulfilled up to the date of termination using the same method the Client used for payment of the Fees; and

      17.1.4 the following clauses shall continue in force: clauses 2, 3, 4, 5.8, 11, 12, 13.1, 17, 21, 22, 23, 25, 27 and 28.

      17.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

      18. COMPLAINTS

      If the Client has a complaint in respect of the performance of the Services and/or Additional Work under this Contract, without prejudice to any other remedy available under this Contract, the Client shall be entitled to follow Shores complaints handling procedure either as set out on its Website or otherwise as available on request by contacting Shore at: info@wemakeshore.co.uk

      19. ANTI-BRIBERY

      19.1 Each party shall:

      19.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

      19.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

      19.1.3 have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and

      19.1.4 promptly report to the other any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Contract.

      19.2 Each party shall ensure that any person associated with it who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the parties in this clause 19 (Relevant Conditions). Each party shall be responsible for the observance and performance by such persons of the Relevant Conditions and shall be directly liable to the Client for any breach by such persons of any of the Relevant Conditions.

      19.3 For the purpose of this clause 19, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 19, a person associated with a party includes but is not limited to any subcontractor of that party.

      20. FORCE MAJEURE

      Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 3 months’ written notice to the affected party.

      21. SEVERANCE

      21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

      21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

      22. RIGHTS OF THIRD PARTIES

      22.1 This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

      22.2 It is agreed and acknowledged that Shore shall not be required to enter into any collateral warranties with any third parties, provide any letters of reliance and/or grant any rights to any third parties under or in connection with this contract.

      23. LIABILITY

      23.1 Notwithstanding any other provisions in these Conditions and unless otherwise agreed in writing with Shore and subject to the limitations of clause 13.2, Shores total liability to the Client for any claims arising under or in connection with this Contract (whether in contract, in tort (including negligence), for breach of statutory duty or otherwise) that are directly and solely attributed to and/or caused by the acts and/or omissions of Shore, shall be limited to an amount equal to the lesser of either (i) £1,000,000 or (ii) a multiple of ten times the Fees.

      23.2 The restrictions on liability in this clause 23 apply to every liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

      23.3 Nothing in this Contract limits any liability which cannot legally be limited, including liability for:

      23.3.1 death or personal injury caused by negligence;

      23.3.2 fraud or fraudulent misrepresentation; and

      23.3.3 breach of the Conditions implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

      23.4 Subject to clause 23.3, Shore shall not be liable for any:

      23.4.1 loss of profits (whether direct or indirect);

      23.4.2 loss of sales or business;

      23.4.3 loss of agreements or contracts;

      23.4.4 loss of anticipated savings;

      23.4.5 loss of use or corruption of software, data or information;

      23.4.6 loss of or damage to goodwill; and

      23.4.7 indirect or consequential loss.

      23.5 Subject to clauses 23.1 to 23.4 (inclusive), the liability of Shore shall be limited to such sum as would be just and equitable for an Shore to pay having regard to the extent of the responsibility of Shore for the loss or damage suffered on the basis that all other consultants and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than those applying in the case of this Contract and shall be deemed to have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for such loss or damage.

      23.6 Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs, the liability of Shore for any loss or damage (ëthe loss or damage) under this Contract shall be limited to that proportion as it would be just and equitable for Shore to pay having regard to the extent of its responsibility for the loss or damage and on the assumptions that:

      23.6.1 all other consultants, contractors, subcontractors, and advisers engaged in connection with the Building Works have provided contractual undertakings on terms no less onerous than those in this Contract to the Client in respect of the carrying out of their obligations in connection with the Building Works.

      23.6.2 there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible to any extent for the loss or damage is contractually liable to the Client for the loss or damage; and

      23.6.3 all the parties referred to in this clause have paid to the Client such proportion of the loss or damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage.

      23.7 Shore shall not be responsible for the supervision of any contractor or subcontractor, nor shall Shore have any liability for ensuring the performance or adequate standard of workmanship of any contractor or subcontractor.

      23.8 Subject to clause 23.3 Shore’s liability under or in connection with this contract shall be limited to the exercise of reasonable skill, care and diligence, and Shore shall not be liable unless it has failed to exercise such skill, care and diligence.

      24. VARIATION

      24.1 Any variation of the Contract only has effect if it is in writing and signed by the Client and Shore (or their respective Authorised Representatives).

      24.2 Shore may charge the Client for requesting bespoke changes to the Contract which will form part of the Fees invoiced for Additional Work. A reasonable cost will be applied for each legal review of such changes, each review will carry a 30-day minimum review period (reviewed on a case by case basis). This additional fee will be applicable once bespoke contracts have been agreed (reviewed on a case by case basis).

      24.3 Shore shall notify the Client through the Change Control process set out in clause 15 as soon as it becomes aware that any Additional Work will be required, because of:

      24.3.1 changes in the design, size, scope or complexity of the Services required;

      24.3.2 changes in the timing or programming of the Project;

      24.3.3 a failure by the Client to comply with its obligations under this Contract; and/or

      24.3.4 additional meetings and/or visits and/or other work is required.

      24.4 The Client shall pay Shore for the Additional Work in accordance with clause 12.

      25. CONFLICT

      24.1.If there is an inconsistency between any of the provisions of these Conditions, the Fee Proposal and Application Form respectively, the provisions of the Fee Proposal shall prevail in preference to these Conditions and the Application Form, and the provisions of these Conditions shall prevail over the provisions of the Application Form.

      26. NOTICE

      26.1 Any notice to be given under this Contract shall be in writing and delivered by hand or posted by recorded delivery or emailed to the address shown in this Contract or in the Application Form or to such other address as the other party may have specified from time to time by written notice to the other.

      26.2 Such notice shall be deemed to have been received on the day of delivery if delivered by hand and otherwise on the next Business Day.

      26.3 Any notices or communications by the Client to Shore must include details of the Application Form to help Shore to identify it.

      27. GOVERNING LAW

      The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

      28. JURISDICTION

      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

      STANDARD TERMS & CONDITIONS FOR THE USE OF SHORE ENGINEERING LTDS

      APPROVED INSPECTOR SERVICES

      THE MILL, STATION ROAD, ARDLEIGH, ESSEX, CO7 7RS

       

      21/04/2022

    • CDM and Health & Safety Terms & Conditions

      1. BACKGROUND

      These terms and conditions (Conditions) apply to the supply of Services by Shore to the Client (all as defined below). They apply to the exclusion of any other Conditions that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

      2. DEFINITIONS

      2.1 The following definitions apply to these Conditions:

      Additional Work

      any additional services to be provided by Shore that sit outside the scope of the Services and/or agreed timescales;

      Agent

      the agent named on the Application Form authorised to act for and on behalf of the Client in respect of the Services;

      A Fire Safety Notification

      Any Claim(s), losses, liability, costs, expenses or defence costs directly or indirectly arising out of/or connected to the combustibility, fire protection performance, fire resistance/fire retardant characteristics of any external cladding or roofing systems; any internal fire protection systems; or any aspects of the fire safety or fire performance of a building structure;

      Applicable Laws

      has the meaning set out in clause 13.7;

      Application Form

      means either the online order form for Services, or the application form appended to a Fee Proposal from Shore for Services;

      Authorised Representative

      means an individual authorised by the relevant party to sign documents on their behalf;

      Building Date

      the date on which the Building Works shall commence;

      Building Works

      the building works to be carried out on the Site;

      Business Days

      a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

      CDM2015

      Construction (Design & Management) Regulations 2015

      Client

      the applicant named on Shores application form for the Services under ëClient;

      Contract

      together, the Application Form, these Conditions and any variations thereto (including Change Orders);

      Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures

      as defined in the Data Protection Legislation;

      Data Protection Legislation

      the UK Data Protection Legislation and any applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);

      Deliverables

      any output of the Services to be provided by Shore to the Client as a result of the Services including documents, reports and certificates as set out in the Fee Proposal;

      Documentation

      any and all reports, plans and designs relating the Building Works, copies of all appropriate design information, structural design and calculations and relevant information about the Site to include, , presence of contaminates and fire strategy (where applicable);

      Domestic UK Law

      has the meaning set out in clause 13.7;

      Effective Date

      has the meaning set out in clause 5.7;

      Facade Design

      the design, structure and fire performance of the faÁade as part of the Building Works;

      Fee Proposal

      means a fee estimation for Services prepared by Shore and delivered to the Client prior to the Effective Date;

      Fees

      the fees payable by the Client to Shore for the Services and any Additional Work as set out in the Fee Proposal;

      IPR

      patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

      Services

      the services to be provided by Shore as further described in clause 6 and any further services set out in the Fee Proposal;

      Shore

      means Shore Engineering Limited, a company incorporated in England and Wales with company number 04563547 and whose:

      a. registered address is The Mill, Station Road, Ardleigh, Colchester, Essex, CO7 7RS;

      b. telephone number is 01206 230820; and

      c. email address is info@wemakeshore.co.uk;

      Site

      the location at which the Services are to be carried out;

      Term

      the term of the Contract commencing from the Effective Date until such date this Contract expires or is otherwise terminated;

      UK Data Protection Legislation

      all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

      VAT

      value added tax chargeable in the UK; and

      Website

      means https://wemakeshore.co.uk or any other website notified to the Client from time to time.

      2.2 Clause headings shall not affect the interpretation of this Contract.

      2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

      2.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

      2.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

      2.7 This Contract shall be binding on, and ensure to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

      2.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

      2.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

      2.10 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after exit day.

      2.11 A reference to writing or written includes email.

      2.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

      2.13 References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.

      2.14 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

      2.15 A reference to this Contract or to any other agreement or document referred to in this Contract is a reference to this Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.

      2.16 References to clauses are to the clauses of this Contract.

      2.17 Any words following the Conditions including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those Conditions.

      3. AGENTS ACTING ON BEHALF OF A CLIENT

      3.1 In the event an Agent instructs Shore in respect of Services on behalf of a Client, the Agent hereby confirms and warrants to Shore that it has the authority to bind the Client and/or itself to these Conditions.

      3.2 Where the Agent does have authority to bind the Agent and/or is responsible for payment of the Fees and/or is the contact for receiving communications from Shore, the term Client may be substituted throughout these Conditions with Agent where applicable.

      3.3 If the Agent does not have any authority to bind the Client to the Conditions of this Contract, the Agent will become wholly liable in respect of any acts or omissions under these Conditions as if it were the Client itself.

      3.4 Any Agents signing on behalf of a Client must ensure that they have:

      3.4.1 informed the Client that they have instructed Shore on the Clients behalf; and

      3.4.2 brought these Conditions to the attention of the Client.

      4. BASIS OF CONTRACT

      4.1 These Conditions come into force on the Effective Date subject to the Client supplying all information to Shore requested in the Application Form (except the Agents details shall only apply if relevant).

      4.2 Shore shall provide the Services to the Client with reasonable skill and care, and in accordance with these Conditions and any relevant HSE and/or associated legal guidance documents.

      4.3 These Conditions apply to the Services to the exclusion of any other Conditions that the Client seeks to impose or incorporate following the Effective Date, or which are implied by trade, custom, practice or course of dealing.

      4.4 Notwithstanding clause 4.3, any variation to these Conditions pursuant to clauses 14 and 23 shall be incorporated however, Shore shall not accept any Conditions related to any collateral warranties;

      5. APPOINTMENT

      5.1 If completing an Application Form on the Website, the Client shall follow the onscreen prompts accordingly and the Client will have the opportunity to check and amend any errors before submitting its Application Form to Shore.

      5.2 If submitting an Application Form by email or by post, the Client shall complete the Application Form accordingly and the Client must check and amend any errors before submitting its Application Form to Shore to the email address or postal address set out in the definition of Shore in clause 2.

      5.3 The Client is responsible for ensuring that its Application Form and any Documentation submitted by it, is complete and accurate.

      5.4 Each Application Form sent to Shore is an offer by the Client to receive the Services subject to these Conditions.

      5.5 The Client is required to accept these Conditions by either (for Website submissions only) clicking the I accept these Conditions button prior to submitting an Application Form on the Website or otherwise by signing and dating a paper copy of the Application Form.

      5.6 After the Client submits an Application Form on the Website, the Client shall receive an email from Shore acknowledging that Shore has received it, but this does not mean that Shore has accepted the Application Form.

      5.7 Shores acceptance of the Application Form and the date upon which a contract comes into force between the parties, shall take place:

      5.7.1 if an Application Form is made on the Website, on the date Shore sends an order confirmation email to the Client; or

      5.7.2 if an Application Form is submitted by post to Shore, on the date Shore sends an order confirmation letter to the Client; or

      5.7.3 if an Application Form is submitted by email to Shore, on the date Shore sends an order confirmation email to the Client,

      such applicable date being the Effective Date.

      5.8 If, provided that Shore has not commenced providing the Services:

      5.8.1 Shore is unable to supply the Client with the Services for any reason, Shore will notify the Client of the same; or

      5.8.2 the Client cancels the Contract within 5 Business Days of receiving an order confirmation under clause 5.7, then:

      a) if the Client has already paid for the Services and no Service have been provided, Shore will refund the Client the full amount of any monies paid in relation to the same; or

      b) if the Client has already paid for the Services and Shore has commenced fulfilling its obligations under this Contract, Shore will refund the Client on a pro-rated basis in accordance with clause 16.1.3.

      5.9 Shore shall not be able to provide the Services unless and until the Client (or its authorised representative):

      5.9.1 completes all information in the Application Form (including the name, telephone email and postal address of the person paying for the Services);

      5.9.2 signs and dates the Application Form; and

      5.9.3 sends such Application Form to Shore before works have commenced allowing reasonable timescales to be able to undertake the services offered.

      6. SERVICES

      6.1 Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of this Contract or have any contractual force.

      Subject to the Effective Date, Shore hereby agrees to undertake the scope of services as detailed in the Fee Proposal, the aforementioned being the Services.

      6.2 The Client shall provide Shore with:

      6.2.1 the Documentation; and

      6.2.2 all necessary and required access to the Site on Business Days.

      6.3 The Services do not include any management of the Site or Building Works.

      7. CLIENTS OBLIGATIONS

      7.1 The Client shall:

      7.1.1 deliver a completed, signed and dated Application Form to Shore by such a date so as to give Shore sufficient time to reasonably perform the instructed services including in accordance with any statutory requirements.

      7.1.2 supply all such information and Documentation to Shore as is reasonably necessary for Shore to fulfil its obligations under this Contract at such appropriate times in order for Shore to provide the Services in accordance with this Contract;

      7.1.3 be responsible ensuring Shore has all necessary consents and authorisations and safe access to the Site during the Term in order to provide the Services;

      7.1.4 promptly notify Shore of the Building Date (and any Building Works recommencement dates if applicable);

      7.1.5 keep Shore informed of Building Works progress;

      7.1.6 be wholly responsible for obtaining and implementing all necessary permits, licences and approvals for the Site, except those which form part of the Services;

      7.1.7 co-operate with Shore in all matters relating to the Services; and

      7.1.8 inform Shore of all health and safety and security requirements that apply at the Site.

      7.2 If Shores performance of its obligations under this Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Shore shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

      8. COMPLIANCE WITH STATUTORY REGULATIONS

      8.1 The Client, and any third-party designers and contractors shall be responsible for compliance of the Building Works with the applicable Regulations and the Services do not include managing the Building Works to ensure that such compliance is achieved.

      8.2 Shore shall take reasonable steps to enable it to be satisfied that the Building Works’ comply with the applicable Regulations to the extent covered by the Services.

      8.3 Shore may provide advice relating to designs and relevant statutory requirements, however responsibility for any designs relating to the Building Works rests solely with the Client or the Client’s third party appointed consultants and contractors.

      9. TIME FOR PERFORMANCE

      Shore will use reasonable endeavours to meet any performance dates specified in the Application Form, Documentation or as otherwise requested by the Client, but any such dates are estimates only and failure to perform the Services by such dates will not give the Client the right to terminate the Contract.

      10. ASSIGNMENT AND SUBCONTRACTING

      10.1 Shore may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.

      10.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

      11. PAYMENT & FEES

      11.1 The Client shall pay the Fees and any other amounts due and owing to Shore, in full and cleared funds and in pounds sterling.

      11.2 The Client shall pay the Fees to Shore in accordance with the Fee Proposal provided to the Client in relation to the Services.

      11.3 All Fees are exclusive of VAT. The Client shall, on receipt of a valid VAT invoice from Shore, pay to Shore any additional amounts in respect of VAT as are chargeable on a supply of the Services.

      11.4 Unless otherwise agreed in the Fee Proposal or subsequent appointment or correspondence, Shore shall typically invoice the Client as follows:

      11.4.1 70% of the Fees in respect of the Pre-Construction stage of the project; and

      11.4.2 30% of the Fees upon completion of the project or, upon completion of our scope of consultancy services whichever is sooner.

      11.5 All Fees become due and payable to Shore by the Client within 30 days from date of the relevant invoice.

      11.6 If there is a dispute of all or any part of an invoice submitted by Shore, the Client shall pay all undisputed monies to Shore in accordance with this clause 11.

      11.7 The Client may withhold payment of any disputed monies due under an invoice until such date the dispute is resolved, subject to the Client giving written notice to Shore stating the amount to be withheld and the grounds for withholding payment no later than 5 days before the due date for payment of the relevant invoice.

      11.8 If the Client fails to make a payment due to Shore under this Contract by the due date (including disputed Fees under clause 11.7 to the extent such monies are resolved to be due and owing to Shore), then, without limiting Shores remedies under clause 15, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

      11.9 For certain premium or large scale Building Works (in Shore’s sole opinion), the Fees are based on a professional design team being engaged including (as a minimum and where relevant):

      11.9.1 a RIBA Chartered Architect / Competent technician;

      11.9.2 a Technical Project / Design Manager;

      11.9.3 a Structural Engineer;

      11.9.4 a Fire Engineering Consultant (if relevant); and/or

      11.9.5 a Mechanical and Electrical Engineer.

      11.10 Shore reserves the right to increase its Fees or withdraw from the Contract should such a suitable professional design team not be available for the Term to support the Contract as required.

      12. INSURANCE

      12.1 Shore shall maintain its professional indemnity insurance and public liability insurance (to such extent premiums for the same are reasonable) to the extent which is required for our professional consultancy services. On the Clients reasonable written request, Shore shall provide insurance certificates for such insurance policies.

      12.2 Limits of Indemnity to the cover apply to the following specific areas:

      a) Applies on an annual aggregate basis for claims arising from pollution and contamination.

      b) Applies on a £1,000,000 annual aggregate, costs inclusive, basis for claims arising from Fire Safety Notifications.

      c) A restriction of cover in respect of asbestos claims will apply. The indemnity will be restricted to £1,000,000 in the aggregate, and it will also apply to defence costs.

      13. COPYRIGHT & DATA PROTECTION

      13.1 The IPR in all Deliverables shall remain Shores property.

      13.2 Shore grants to the Client a revocable, non-exclusive, non-transferable, non-sublicensable and royalty-free licence to copy and use the Deliverables as required in relation to the Site and/or Building Works to come into effect on the date all Fees due and owing to Shore under this Contract have been paid to by the Client.

      13.3 The Client grants to Shore an irrevocable, non-exclusive and royalty-free licence to copy and use the Documentation as required in relation to the Site and/or Building Works to come into effect on the Effective Date.

      13.4 Shore shall not be liable for any use of the Deliverables for any purpose other than that for which they were prepared and provided.

      13.5 The F10 Notification to the Health & Safety Executive shall disclose the Clients name and address. By submitting the Application Form, the Client hereby confirms that it consents to the disclosure of such personal information to the regulator where Shore are instructed to make such submission to them.

      13.6 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

      13.7 In this clause 13, Applicable Laws means (for so long as and to the extent that they apply to Shore) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

      13.8 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Shore is the Processor.

      13.9 Without prejudice to the generality of clause 13.6, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Shore for the Term.

      13.10 Without prejudice to the generality of clause 13.6, Shore shall, in relation to any Personal Data processed in connection with the performance by Shore of its obligations under this Contract:

      13.10.1 process that Personal Data only on the documented written instructions of the Client unless Shore is required by Applicable Laws to otherwise process that Personal Data. Where Shore is relying on Applicable Laws as the basis for processing Personal Data, Shore shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Shore from so notifying the Client;

      13.10.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

      13.10.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

      13.10.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

      c) the Client or Shore has provided appropriate safeguards in relation to the transfer;

      d) the data subject has enforceable rights and effective legal remedies;

      e) Shore complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

      f) Shore complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

      13.10.5 assist the Client, at the Clients cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      13.10.6 notify the Client without undue delay on becoming aware of a Personal Data Breach;

      13.10.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the Personal Data; and

      13.10.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

      13.11 The Client does not consent to Shore appointing any third-party processor of Personal Data under this Contract. As between the Client and Shore, Shore shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.

      13.12 Either party may, at any time on not less than 30 days notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar Conditions forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

      13.13 Shore will use any personal data the Client provides to them to:

      13.13.1 provide the Services; and

      13.13.2 process its payment for the Services;

      13.14 Further details of how Shore will process personal data are set out in https://wemakeshore.co.uk/privacy-policy-notice/.

      14. CHANGE CONTROL

      14.1 Shore reserves the right to amend the provision of the Services on notice to the Client either: (i) due to any applicable statutory or regulatory requirements or, (ii) if such amendment will not materially affect the nature or quality of the Services.

      14.2 Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

      14.2.1 the Services;

      14.2.2 the Fees;

      14.2.3 the timetable of the Services; and

      14.2.4 any of the Conditions of this Contract.

      14.3 If Shore wishes to make a change to the Services, it shall provide a draft Change Order to the Client.

      14.4 If the Client wishes to make a change to the Services:

      14.4.1 it shall notify Shore and provide as much detail as Shore reasonably requires of the proposed changes, including the timing of the proposed changes; and

      14.4.2 Shore shall, as soon as reasonably practicable after receiving the information at Clause 14.2, provide a draft Change Order to the Client.

      14.5 If the parties:

      14.5.1 agree to a Change Order, they shall sign it and that Change Order shall amend this Contract; or

      14.5.2 are unable to agree a Change Order, the Conditions of this Contract shall remain unchanged.

      14.6 Shore may charge the Client for the time it spends on preparing and negotiating Change Orders.

      15. SUSPENSION AND TERMINATION

      15.1 If the Client fails to pay any Fees when due and the Client has not provided a notice of intention to withhold the same in accordance with clause 11.7, Shore may (on providing no less than 7 days prior written notice to the Client) suspend performance of any or all of the Services. Shore shall cease the suspension of Services once the Client has paid such Fees in full in accordance with clause 11.1.

      15.2 Unless otherwise terminated beforehand, this Contract will expire on the later date of (i) that the scope of services as detailed in the original fee offer is completed, and (ii) Shore receiving the Charges in full.

      15.3 Either party may terminate this Contract without cause on no less than 30 days prior written notice.

      15.4 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

      15.4.1 notwithstanding clause 15.1, the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

      15.4.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

      15.4.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

      15.4.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

      15.4.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;

      15.4.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

      15.4.7 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

      15.4.8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; or

      15.4.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

      16. CONSEQUENCES OF TERMINATION

      16.1 Following termination of this Contract:

      16.1.1 Shore shall write to the Client and other interested parties documenting that Shore will be discharged from all requirements to complete the Services or any Additional Work;

      16.1.2 the Client shall immediately pay to Shore all of Shore’s outstanding unpaid invoices and interest and, in respect of the Services and/or Additional Work supplied but for which no invoice has been submitted, Shore may submit an invoice, which shall be payable immediately on receipt;

      16.1.3 if the Client has paid the Fees in full for Services and/or Additional Work not received up to the date of termination, Shore will refund the Client pro rata for those Services and/or Additional Work and obligations fulfilled up to the date of termination using the same method the Client used for payment of the Fees; and

      16.1.4 the following clauses shall continue in force: clauses 2, 3, 4, 5.8, 10, 11, 13, 16, 20, 21, 22, 24, 26 and 27.

      16.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

      17. COMPLAINTS

      If the Client has a complaint in respect of the performance of the Services and/or Additional Work under this Contract, without prejudice to any other remedy available under this Contract, the Client shall be entitled to follow Shores complaints handling procedure either as set out on its Website or otherwise as available on request by contacting Shore at: info@wemakeshore.co.uk

      18. ANTI-BRIBERY

      18.1 Each party shall:

      18.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

      18.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

      18.1.3 have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and

      18.1.4 promptly report to the other any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Contract.

      18.2 Each party shall ensure that any person associated with it who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the parties in this clause 18 (Relevant Conditions). Each party shall be responsible for the observance and performance by such persons of the Relevant Conditions and shall be directly liable to the Client for any breach by such persons of any of the Relevant Conditions.

      18.3 For the purpose of this clause 18, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 18, a person associated with a party includes but is not limited to any subcontractor of that party.

      19. FORCE MAJEURE

      Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 3 months’ written notice to the affected party.

      20. SEVERANCE

      20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

      20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

      21. RIGHTS OF THIRD PARTIES

      This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

      22. LIABILITY

      22.1 Notwithstanding any other provisions in these Conditions and unless otherwise agreed in writing with Shore and subject to limitations of clause 12.2, Shores total liability to the Client for any claims arising under or in connection with this Contract (whether in contract, in tort (including negligence), for breach of statutory duty or otherwise) that are directly and solely attributed to and/or caused by the acts and/or omissions of Shore, shall be limited to an amount equal to the lesser of either (i) £1,000,000 or (ii) a multiple of ten times the Fees.

      22.2 The restrictions on liability in this clause 22 apply to every liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

      22.3 Nothing in this Contract limits any liability which cannot legally be limited, including liability for:

      22.3.1 death or personal injury caused by negligence;

      22.3.2 fraud or fraudulent misrepresentation; and

      22.3.3 breach of the Conditions implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

      22.4 Subject to clause 22.3, Shore shall not be liable for any:

      22.4.1 loss of profits (whether direct or indirect);

      22.4.2 loss of sales or business;

      22.4.3 loss of agreements or contracts;

      22.4.4 loss of anticipated savings;

      22.4.5 loss of use or corruption of software, data or information;

      22.4.6 loss of or damage to goodwill; and

      22.4.7 indirect or consequential loss.

      22.5 Subject to clauses 22.1 to 22.4 (inclusive), the liability of Shore shall be limited to such sum as would be just and equitable for Shore to pay having regard to the extent of the responsibility of Shore for the loss or damage suffered on the basis that all other consultants and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than those applying in the case of this Contract and shall be deemed to have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for such loss or damage.

      22.6 Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs, the liability of Shore for any loss or damage (ëthe loss or damage) under this Contract shall be limited to that proportion as it would be just and equitable for Shore to pay having regard to the extent of its responsibility for the loss or damage and on the assumptions that:

      22.6.1 all other consultants, contractors, subcontractors, and advisers engaged in connection with the Building Works have provided contractual undertakings on terms no less onerous than those in this Contract to the Client in respect of the carrying out of their obligations in connection with the Building Works.

      22.6.2 there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible to any extent for the loss or damage is contractually liable to the Client for the loss or damage; and

      22.6.3 all the parties referred to in this clause have paid to the Client such proportion of the loss or damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage.

      22.7 Shore shall not be responsible for the supervision of any contractor or subcontractor, nor shall Shore have any liability for ensuring the performance or adequate standard of workmanship of any contractor or subcontractor.

      23. VARIATION

      23.1 Any variation of the Contract only has effect if it is in writing and signed by the Client and Shore (or their respective Authorised Representatives).

      23.2 Shore may charge the Client for requesting bespoke changes to the Contract which will form part of the Fees invoiced for Additional Work. A reasonable cost will be applied for each legal review of such changes, each review will carry a 30-day minimum review period (reviewed on a case by case basis). This additional fee will be applicable once bespoke contracts have been agreed (reviewed on a case by case basis).

      23.3 Shore shall notify the Client through the Change Control process set out in clause 14 as soon as it becomes aware that any Additional Work will be required, because of:

      23.3.1 changes in the design, size, scope or complexity of the Services required;

      23.3.2 changes in the timing or programming of the Project;

      23.3.3 a failure by the Client to comply with its obligations under this Contract; and/or

      23.3.4 additional meetings and/or visits and/or other work is required.

      23.4 The Client shall pay Shore for the Additional Work in accordance with clause 11.

      24. CONFLICT

      24.1.If there is an inconsistency between any of the provisions of these Conditions, the Fee Proposal and Application Form respectively, the provisions of the Fee Proposal shall prevail in preference to these Conditions and the Application Form, and the provisions of these Conditions shall prevail over the provisions of the Application Form.

      25. NOTICE

      25.1 Any notice to be given under this Contract shall be in writing and delivered by hand or posted by recorded delivery or emailed to the address shown in this Contract or in the Application Form or to such other address as the other party may have specified from time to time by written notice to the other.

      25.2 Such notice shall be deemed to have been received on the day of delivery if delivered by hand and otherwise on the next Business Day.

      25.3 Any notices or communications by the Client to Shore must include details of the Application Form to help Shore to identify it.

      26. GOVERNING LAW

      The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

      27. JURISDICTION

      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

      STANDARD TERMS & CONDITIONS FOR THE USE OF SHORE ENGINEERING LTDS

      PROFESSIONAL CONSULTANCY SERVICES

      THE MILL, STATION ROAD, ARDLEIGH, ESSEX, CO7 7RS

      STANDARD TERMS & CONDITIONS FOR THE USE OF SHORE ENGINEERING LTDS

      PROFESSIONAL CONSULTANCY SERVICES

      THE MILL, STATION ROAD, ARDLEIGH, ESSEX, CO7 7RS

       

      06/01/2022

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