Terms and Conditions

Utility Mapping Group UK Ltd (“UMG”) provides professional surveying services (“the services”) to the Client (as noted on the quote form) (“the Client”) under commercial arrangements in accordance with the following Standard Terms and Conditions.

The Client agrees to be bound by and comply with the Standard Terms and Conditions as outlined below.

1. SCOPE OF WORKS

The Client shall provide to UMG all necessary information and specifications relating to the Client’s requirements for the project (“Scope of Works”). The nature and extent of the services which UMG provides to the Client shall be determined on the basis of this Scope of Works. The Scope of Works shall be fully documented and agreed upon by UMG and the Client prior to the provision of the services.

2. PROJECT TEAM

UMG will provide a Project Team capable of providing the services specified in the Scope of Works. Members of the Project Team may vary from time to time subject to availability, requirements of other UMG projects, leave requirements, specific skill sets applicable to different stages of the project, and other factors which may arise from time to time.

3. FEES

The fees for the project will be based upon the hourly and/or fixed rates as agreed in writing between UMG and the Client in respect of the provision of equipment, labour and ancillary services.

4. OPERATING HOURS

Standard operating hours are between 06:00 and 18:00 Monday to Friday. Unless otherwise agreed between UMG and the Client, UMG will endeavour to complete all services during standard operating hours. If a situation arises which requires services to be provided outside the standard operating hours, reasonable attempts will be made by UMG to gain prior approval from the Client.

5. AMENDMENT

No amendment or variation of the UMG standard terms and conditions is valid and binding on UMG unless it is in writing and signed by a director or other authorised officer of UMG.

6. WAIVER

A provision of the UMG standard terms and conditions may not be waived except in writing and signed by a director or other authorised officer of UMG. No waiver or breach of any provision of the UMG standard terms and conditions shall constitute a waiver or breach of any other provision.

7. DISBURSEMENTS

The Client shall reimburse UMG for all expenses reasonably and properly incurred in connection with the services provided to the project. Such disbursements shall include but not be limited to consumables, air travel and freight, accommodation, title and survey searching fees, data licence fees and the like.

8. PAYMENT TERMS

The Client shall pay the fees, including VAT without any set-off or counterclaim whatsoever, to UMG within thirty (30) days of the date of the UMG invoice. Invoices will be submitted by UMG on either a weekly, bi-monthly or monthly basis, depending upon the nature of the project.

9. VARIATION TO COSTS

In the event that the Scope of Works for the provision of services is amended, UMG shall be entitled to review the value of the fees previously agreed, and the Client shall be obliged to pay all additional costs associated with such amended scope as is agreed in writing between UMG and the Client. UMG will only accept variation work from the Client’s duly authorised representative. Where not instructed by the Client in writing, the UMG works docket shall effect the authorisation that variation works have been carried out as described. Variation charges apply for meetings and/or briefings, calculations, plan checking, issue of RFI’s, field survey work, quality assurance checks and processes, plans and/or sketches, delivery of survey data and filing. The minimum site visit fee will also apply for variations.

10. VAT

Value Added Tax (VAT) shall be paid on the UMG fees in accordance with the current taxation laws. The amount of VAT applicable to the fees will be identified separately in any fee proposal, and all Tax Invoices.

11. OVERDUE PAYMENTS

UMG shall be entitled to charge interest on the outstanding fees at the rate of 3% per annum above the Bank of England base rate for the time being accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgement. The parties agree that this rate of interest is a substantial contractual remedy pursuant to the late Payment of commercial debts (interest) Act 1998 as amended.

12. SET OFF

The Client agrees and irrevocably authorises UMG to apply, or set-off, against the Client’s account under this Agreement any sums which may be owed to the Client by any company within UMG group of companies.

13. LEGAL COSTS

All legal costs (on a full indemnity basis), charges, duties and other expenses incurred by UMG in respect of this Agreement or the securities or other documentation required hereunder or in relation to registering, maintaining or releasing any security interest, charge or caveat (including the cost of registering any financing statement or financing change statement), or incurred as a result of the Client failing to perform its covenants and obligations contained herein, shall be paid by the Client to UMG. The expenses include, but are not limited to, the commission payable to a mercantile agent or a debt collector to pursue or recover outstanding monies pursuant to this agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector. The Client agrees that it is liable for and will pay any stamp duty assessed on this document.

14. DEFAULT

If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under these terms and conditions, all monies owed by the Client to UMG shall become immediately due and payable.

15. COPYRIGHT RETAINED

UMG shall retain copyright in all proposals, tenders, documents, drawings, calculations, designs, plans and data (“the Data”) prepared by it in relation to the project, and in any works executed from them. UMG also reserves all present and future moral rights in all intellectual property in the Data, and in any works executed or to be executed from them. The Data must not be given, reproduced or disseminated, to any person, public authority, institution or organisation without the express permission of a duly authorised representative of UMG.

16. LICENCE TO USE THE DATA

UMG shall grant the Client a license to use the Data in connection with the project, conditional upon the following:

  • The licence applies only to the project or that part of the project to which the Data relates;
  • UMG has completed the particular stage or stages of the project for which UMG has been commissioned; and
  • All fees properly due to UMG have been paid.

17. EMPLOYMENT OF UMG PERSONNEL

Approaches made whether directly or indirectly to UMG personnel regarding employment opportunities with the Client or a related entity or associate of the Client (as defined in the Companies Act 2006) during the provision of services by UMG to the Client, or within 12 months of cessation of those services, would place those individuals in breach of their UMG Employment Contracts. Consequently, irrespective of which party initiates discussions in this regard, the process for determining an equitable outcome for all parties shall be as follows:

  • Should the Client or a related entity or associate of the Client (as defined in the Companies Act) wish to make an Employment Offer to a
  • UMG employee, the Client shall ensure direct contact in the first instance should be made with the UMG Operations Manager responsible for that project.
  • The UMG Operations Manager will then act as the point of liaison between the Client or a related entity or associate of the Client (as defined in the Corporations Act) and the respective UMG employee in relation to the offer, as well as in relation to the logistics of the transfer of employment should the offer be accepted.
  • The Client shall acknowledge that UMG develops and trains its employees to a high standard in order to provide the highest level of service to its Clients. Accordingly, should any offer of employment by the Client or a related entity or associate of the Client (as defined in the Companies Act) to an UMG employee be accepted, the Client shall recompense UMG to the value of 25% of the total remuneration package offered and accepted by the employee.

18. DISPUTE RESOLUTION

In the event of a dispute between the parties, either party may serve a notice on the other detailing matters of dispute and requiring that senior representatives of each party meet and attempt to settle the dispute within five (5) working days. If the dispute is not settled by the senior representatives within ten (10) working days of the service of the notice, the parties shall agree to refer the dispute to mediation by a single mediator. Either party may initiate mediation, the costs of which shall be shared equally by the parties. If the parties cannot agree upon the identity of the mediator, the dispute shall be referred for mediation to a mediator nominated by the Institute of Mediators and Arbitrators.

19. TERMINATION

UMG may terminate the Agreement entered into with the Client:

  • If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under that Agreement
  • In the event of monies payable to UMG pursuant to these terms and conditions being outstanding for more than thirty (30) days;
  • In the event of any other breach by the Client of its obligations under such Agreement, which breach is not remedied within thirty (30) days of written notice from UMG requiring the breach to be remedied;
  • In the event the Client requires UMG to act unlawfully or unethically, or fails to provide an adequate Scope of Works and associated instructions;
  • Upon giving the Client thirty (30) days written notice of its intention to do so; and
  • If the Client takes or shall have taken against it any action for its winding up, placement under official management, administration or receivership or is unable to pay its debts or anything analogous, or having substantially similar effect, occurs.

The Client may terminate its obligations under any Agreement entered into with UMG:

  • In the event of a breach by UMG of its obligations under such Agreement, which breach is not remedied within thirty (30) days of written notice from the Client requiring the breach to be remedied;
  • Upon giving UMG thirty (30) days written notice of its intention to do so.

If the Agreement is terminated by either party, the Client is still obligated to pay all monies owed to UMG for services performed up to and including the date of termination pursuant to these terms and conditions as well as for the costs incurred by UMG in relation to demobilising personnel and equipment from site.

20. PROJECT SITE – CONSTRUCTION & BUILDING & CIVIL

The project site must be prepared by the Client prior to any survey works commencing. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein. Specifically, the Client must ensure that the working area is clear, dry, clean and free of materials, plant and equipment, and above all, a safe working environment. UMG shall not be providing task lighting, scaffold, stairs or the like on the designated project site.

21. PROJECT SITE – UMG

Access arrangements to the site are to be the responsibility of the Client. The price quoted assumes that access to the site will be unhindered. The Client must ensure that the site is a safe working environment and complies with all occupational health and safety requirements and that any potential dangers are communicated to UMG before entry to the site. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein.

22. NO WARRANTIES

Notwithstanding anything contained herein the Client acknowledges that no representation, warranty or condition, express or implied, is given by UMG that the services provided comply with the rules, regulations, laws and legislation of the place where the services are being provided and UMG will not be liable under any circumstance for any claims, losses or damages of any kind whatsoever (including but not limited to any indirect, special or consequential damage or injury to any person, corporation or other entity) by reason of or arising out of the services not complying with such rules, regulations, laws and legislation, or by reason of or arising out of any inaccuracy, error or omission in the information provided by or to UMG.

23. CHARGE

The Client hereby in favour of UMG charges and mortgages with the due and punctual payment of all monies due to UMG and the due and punctual and complete performance of all its liabilities and obligations herein or on any account whatsoever all its legal and equitable interest of whatsoever nature held in any real property both present and future and the Client hereby consents to UMG lodging a caveat or caveats noting its proprietary interest hereunder.

24. JOINT AND SEVERAL LIABILITY

If the Client comprises two or more parties each of those parties is jointly and severally liable on the covenants and obligations herein.

25. JURISDICTION

The relationship between UMG and the Client shall be governed and construed in accordance with the laws of the state in which the Scope of Works is completed and the parties shall submit to the jurisdiction of the Courts of that state and waives any right to object to any proceedings being brought in those Courts.

26. GENERAL

If any part of these terms and conditions become void or unenforceable then that part shall be severed to the intent that all parts that are not void or unenforceable shall remain in full force and effect. None of the terms and conditions will merge in or upon the execution of this or any other agreement, document, act, matter or thing and will continue to remain in full force and effect for so long as is necessary to give effect to these terms and conditions.

27. ATTORNEY

To give effect to its obligations under this Agreement the Client hereby irrevocably appoints any solicitor for UMG, from time to time, as its attorney to do any act or thing which they are required to do under this Agreement.

28. INCONSISTENCY

Where there is any inconsistency between these terms and conditions and any of the Client’s prior or subsequent terms and conditions, the terms and conditions herein prevail.