1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Commencement Date: has the meaning set out in clause 2.1.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.

Contract: the contract between Pyrology and the Client for the supply of Services in accordance with these Conditions.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Client: the person or firm who purchases Services from Pyrology.

Client Default : has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in Pyrology’s Proposal or any report, letter or advice produced or provided by Pyrology for the Client.

Intellectual Property Rights: patents, rights to inventions, copyright and related 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.

Order: the Client's written acceptance of Pyrology's Proposal or instruction to proceed on the Proposal or as the case may be.

Proposal: any written proposal for the provision of the Services by Pyrology to the Client, including the Scope of Works.

Pyrology: Pyrology Limited registered in England and Wales with company number 8312097.

Pyrology Materials: has the meaning set out in clause 4.1(h).

Services: the services, including the Deliverables, supplied by Pyrology to the Client as set out in the Scope of Works relating to fire safety and associated service.

Scope of Works: the description of the Services provided in writing by Pyrology to the Client in the Proposal.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) A reference to writing or written includes email.

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. The Order shall only be deemed to be accepted when Pyrology issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.2 Any samples, drawings, descriptive matter or advertising issued by Pyrology, and any descriptions or illustrations contained in Pyrology's catalogues or brochures (or appearing on Pyrology’s website), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Subject to clause 2.3, Pyrology will adopt, where practical to do so, the guidance of the Engineering Council UK and the Institution of Fire Engineers. These Conditions will take precedence over the aforesaid guidelines.

2.5 Any quotation given by Pyrology shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3.1 Pyrology shall supply the Services to the Client in accordance with the Scope of Works in all material respects.

3.2 Pyrology shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Pyrology shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Pyrology shall notify the Client in any such event.

3.4 Pyrology warrants to the Client that the Services will be provided using reasonable care and skill.

3.5 Pyrology shall have the right to use sub-contractors for all or any part of the Services.

4.1 The Client shall:

(a) ensure that the terms of the Order and any information it provides for the Scope of Works are complete and accurate;

(b) co-operate with Pyrology in all matters relating to the Services;

(c) provide Pyrology, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by Pyrology;

(d) provide Pyrology with such information and materials as Pyrology may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(e) provide Pyrology with all facts, data, materials, opinions and any other information in its possession or control in respect of the Services;

(f) prepare the Client's premises for the supply of the Services;

(g) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

(h) keep and maintain all materials, equipment, documents and other property of Pyrology (Pyrology Materials) at the Client's premises in safe custody at its own risk, maintain Pyrology Materials in good condition until returned to Pyrology, and not dispose of or use Pyrology Materials other than in accordance with Pyrology's written instructions or authorisation;

(i) comply with any additional obligations as set out in the Scope of Works.

4.2 If Pyrology's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) Pyrology shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Pyrology's performance of any of its obligations;

(b) Pyrology shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Pyrology's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Client shall reimburse Pyrology on written demand for any costs or losses sustained or incurred by Pyrology arising directly or indirectly from the Client Default.

5.1 Unless otherwise agreed in writing, the Charges for the Services shall be set out in the Proposal.

5.2 In the event of the Scope of Works being altered, amended or changed by the Client or increasing for reasons outside the control or reasonable contemplation of Pyrology (including but not limited to wasted costs as a result of access to premises not being provided as arranged), Pyrology shall be entitled to charge additional sums calculated on a on a time and materials basis by reference to Pyrology's standard hourly fee rates and daily fee rates, available upon request.

5.3 Pyrology's standard daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days.

5.4 Pyrology shall be entitled to charge an overtime rate of one and a half times the standard hourly fee rates on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.3.

5.5 Pyrology shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Pyrology engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Pyrology for the performance of the Services, and for the cost of any materials.

5.6 Pyrology reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. Pyrology will give the Client written notice of any such increase one month before the proposed date of the increase.

5.7 Pyrology shall invoice the Client in accordance with the timings contained in the Proposal. For short term projects, this will usually be at the end of the month when the Services are completed. For longer term projects, invoices will be raised on a monthly basis.

5.8 The Client shall pay each invoice on presentation of the invoice submitted by Pyrology in full and in cleared funds to a bank account nominated in writing by Pyrology. Time for payment shall be of the essence of the Contract.

5.9 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Pyrology to the Client, the Client shall, on receipt of a valid VAT invoice from Pyrology, pay to Pyrology such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.10 If the Client fails to make any payment due to Pyrology under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.11 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Pyrology may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Pyrology to the Client.

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Pyrology.

6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on Pyrology obtaining a written licence from the relevant licensor on such terms as will entitle Pyrology to license such rights to the Client.

6.3 All Pyrology Materials are the exclusive property of Pyrology. The Deliverables should be not disclosed or relied upon by any third party, other than the Client, without the written consent of Pyrology.

7.1 Nothing in the Contract shall limit or exclude Pyrology's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

7.2 Subject to clause 7.1, Pyrology shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of damage to goodwill; and

(g) any indirect or consequential loss.

7.3 Subject to clause 7.1, Pyrology's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to £10,000 or 100% of the total Charges paid under the Contract (whichever is the greater).

7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.5 This clause 7 shall survive termination of the Contract.

8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party three months' written notice.

8.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without limiting its other rights or remedies, Pyrology may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified to make such payment.

8.4 Without limiting its other rights or remedies, Pyrology may suspend provision of the Services under the Contract or any other contract between the Client and Pyrology if the Client becomes subject to any of the events listed in clause 8.2(b) to clause 8.2(d) or Pyrology reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

On termination of the Contract for any reason:

(a) the Client shall immediately pay to Pyrology all of Pyrology's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Pyrology shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of Pyrology Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Pyrology may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and

(d) clauses which expressly or by implication survive termination shall continue in full force and effect.

10.1 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.

10.2 Assignment and other dealings.

(a) Pyrology may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Client shall not, without the prior written consent of Pyrology, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

10.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 10.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

10.10 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.

10.11 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.