1 Acceptance
1.1 The commissioning of Christopher Betts Environmental Biology Limited (hereinafter “Betts Ecology” to carry out any services includes acceptance of these standard terms of trading. The services performed and any resultant data and opinions are for the sole use and benefit of the client.

2 Payment
2.1 Except in cases of emergency (where in the absence of agreement we shall be entitled to charge a fair and reasonable charge) our charges are on the basis of the terms set out in our proposal or other engagement document.
2.2 Excepting pre-paid services and supplies invoicing will be monthly in arrears. Unless otherwise expressly agreed services are performed on a time and material basis. Settlement is strictly nett 14 (fourteen) days. All costs for collection of overdue accounts are chargeable to clients and interest on all overdue accounts will be charged with intent at 3% per month or at our option as provided by the Late Payment of Commercial Debts Interest Act 1998. Quotations are open for acceptance for 60 days or as otherwise stated in written proposals.
2.3 Betts Ecology reserve the right to request an advance payment on acceptance of a quotation or fee proposal by a client.
2.4 Charges made by third parties for ecological data are for clients’ account unless otherwise stated. Please note that we make an administrative handling charge for processing these.
2.5 Betts Ecology shall have the right without prejudice to suspend services in the event that payment to Betts Ecology is seven days beyond their due date. Betts Ecology shall have the right at its option in the event that the client shall become bankrupt make or propose any arrangement with its creditors go into liquidation become the subject of any administrative receivership or similar action have an encumbrancer take possession or ceases to carry on business to (a) suspend performance pending it being satisfied that the client can pay its past and any future payments (and if not so satisfied terminate); or (b) terminate immediately.

3 Access and Site Boundaries
3.1 Access to site by Betts Ecology personnel will be free and unhindered at all times. This includes hours of darkness for work involving nocturnal species. Requirements to notify clients’ site staff or their agents in advance of site visits can only be honoured if details are received by Betts Ecology at the time of commissioning. Betts Ecology may make an additional charge for any time costs or expenses incurred which are wasted as a result of the client for any reason not making the site available.
3.2 Clients must ensure that a base map showing complete and accurate site boundaries is provided at time of commissioning. Betts Ecology will make a supplementary charge for any additional base maps which have to be obtained.

4 Safety
4.1 Betts Ecology abide by the Institute of Biology Code of Practice for Safety in Fieldwork. It is the responsibility of clients to declare in advance any known dangers pertaining to the site or its environs such as but not limited to shooting subsidence mine shafts and unsafe structures bulls polluted waters chemical toxicity and dangerous substances. Betts Ecology will perform its duties subject to its obligations under the Health and Safety at Work etc. Act 1974. Betts Ecology may if it thinks fit require and as a condition of starting or continuing performance of the services a preliminary risk survey accompanied by the client or its representative. If Betts Ecology are of the opinion that the site is dangerous then it may decline to continue or may renegotiate additional terms/safeguards as a condition of continuing. If Betts Ecology decline to continue the client shall pay for any work done to date on a fair and reasonable basis. In any event the client shall pay for Betts Ecology’ time in respect of such a survey.

5 Liability and Insurance
CLIENTS' ATTENTION IS EXPRESSLY DRAWN TO THE PROVISIONS OF THIS CLAUSE.
5.1 Betts Ecology do not exclude or limit liability for death of person caused by the negligence of itself its employees or contractors not for any liability created by fraud.
5.2 Betts Ecology are covered by appropriate public liability employers' liability and professional indemnity insurance the policies relating to which may be inspected on request.
5.3 Subject always to 5.1 under no circumstances shall Betts Ecology be liable for any loss of profits revenue goodwill third party claims nor for any liability in the nature of an indirect or consequential loss.
5.4 Betts Ecology do not accept liability howsoever caused which the client may suffer or for which the client may become liable arising out of or in connection with any services carried out on behalf of the client by Betts Ecology save insofar as the loss damage costs or expenses arose as a foreseeable consequence of the negligence of Betts Ecology or its direct employees or contractors for whom it is responsible.
5.5 Betts Ecology shall perform the services in a professional manner using all reasonable care and skill. In the event that the services provided shall be shown to be below this standard then Betts Ecology shall wherever possible remedy the defect by re-performing the services.
5.6 Without prejudice to clause 5.5 in the event that there is a default by Betts Ecology then there shall be no liability for damages nor shall any right of termination accrue in the case of a default that is remediable by us unless we have been given written notice of the default and we have failed within 30 days thereof to remedy the same.
5.7 Clients client acknowledge that such limitations and exclusions are fair and reasonable having regard to the nature of the services the cost thereof and the liability which would accrue in the event of breach. Betts Ecology may consider accepting higher levels of liability in exchange for increased fees reflecting matters such as the degree of risk and/or the costs of additional insurance.
5.8 The exclusions and limitations shall apply to any claim whether in contract tort including negligence or other recognised legal liability.
5.9 The exclusions and limitations shall apply equally to any such contractor or other person employed by Betts Ecology in the provision of the services.

6 Confidentiality
6.1 Betts Ecology will respect the commercial confidentiality of clients’ affairs and will not release details of any studies or reports which are not in the public domain to third parties without clients’ permission other than as a list of client names and an unrelated list of project titles used in presenting Betts Ecology’ record of experience.

7 Copyright & Title
7.1 The title to all techniques processes programs databases research and related intellectual assets created produced or developed by Betts Ecology or its personnel remains the sole property of Betts Ecology. Copyright to all the practice’s written or recorded work howsoever held on whatever medium is vested in Betts Ecology. On settlement of all agreed fees written work produced specifically for clients is thereafter regarded as joint copyright between the clients and Betts Ecology. Betts Ecology shall be entitled subject to clause 6 (confidentiality) to reproduce elements of a general nature in providing services to other clients or for research purposes.

8 Completion
8.1 Betts Ecology will use its best endeavours to complete the services by the agreed date but this is an estimate only and time is not of the essence. However it must be clearly understood that ecological work is subject to vagaries of weather seasonality migration and dispersion of species and other factors. Completion is therefore subject to such environmental variables and also to other events of force majeure which shall include but is not to be limited to any event beyond Betts Ecology’ reasonable control: flood, lightening or fire industrial action or lock-outs; the act or omission of government highways authorities planning authorities or other competent authority; war military operations or riot; the act or omission of any party for which Betts Ecology are not responsible. Betts Ecology shall not be liable in respect of any breach of contract due to any such or similar cause beyond its reasonable control.
8.2 Clients are asked to note that, excepting short or emailed reports which will have no paper copies, two paper copies are normally supplied of Betts Ecology’ written reports unless other instructions are received at time of quotation. All additional copies requested will carry an administrative charge to cover printing copying binding postage and staff time. Third party reports submitted to Betts Ecology for review will normally be returned as supplied but Betts Ecology can accept no liability for accidental loss or damage and clients should therefore keep a full set of all originals.
8.3 Where significant revisions to reports are requested by the client or where the original instructions are altered by the client or additional instructions given then Betts Ecology may accordingly charge for any resulting extra time spent or work done.

9 Allocation of Personnel
9.1 Betts Ecology reserve the right to allocate appropriate project managers and other personnel to contracts. Names of staff and qualifications can be provided on request but may be changed as circumstances require. The right is also reserved to sub-contract elements of the services where additional specialist expertise is needed for the satisfactory execution of a contract. Betts Ecology remain responsible for all work produced by sub-contracted personnel.

10 Variations
10.1 Should it become apparent during the course of a contract that amendments to instructions are required. Betts Ecology undertake to inform clients in order to agree any changes before proceeding. Unless otherwise agreed in advance charges for any additional services shall be based on the rates given in the practice’s current fees sheet. Reduction of charges resulting from a reduction in the contracted services shall be at the discretion of Betts Ecology depending on the commitments of staffing equipment and other resources already made. All variations must be first agreed in writing to be valid but this last does not apply to any variations arising as a result of a client’s urgent requirements.
10.2 After acceptance of a commission Betts Ecology will be entitled to charge clients at the Practice's published fee rates for time lost as a result of delays caused by the client or if any other conditions are applied by the client or any other factors not originally agreed and beyond the reasonable control of Betts Ecology occur. This includes but is not limited to time lost or delays caused because keys/access to site are not provided, client does not respond to communications, extra health, safety or other requirements are imposed or necessary site plans or files are not supplied as agreed etc.

11 Cancellation
11.1 Should the contract be cancelled for any reason at any stage by either party Betts Ecology shall be entitled to be paid forthwith for all outstanding fees. In the case of a single fee payment structure Betts Ecology will be entitled to fair and reasonable payment for services performed to the date of termination not exceeding the original agreed fee. Furthermore cancellation or termination of a contract for any reason shall be without prejudice to the rights and remedies relating to any error omission or negligence by either party.

12 Arbritration
12.1 In the event of any disagreement between the parties which cannot be resolved between them the parties shall have recourse to the Institute of Ecology and Environmental Management or to the Institute of Environmental Management and Assessment in the case of an Environmental Impact Assessment contract as arbiters. Arbitration will be governed by the Arbitration Act 1996 and the award shall be final. Nothing in this clause 12 shall however prevent either party seeking injunctive relief.

13 Law and Courts
13.1 These terms and any contract to which they relate shall be governed and construed in accordance with English law and all disputes arising in connection therewithin shall subject to clause 12 be submitted to the jurisdiction of the English Courts.

14 Third Party Rights
14.1 Services are provided for the benefit of the person or entity which is the client contracting party.
14.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the contract. Clients shall indemnify Betts Ecology where it passes results or reports to a third party and a third party takes action against Betts Ecology. These terms and conditions shall equally apply to any group company of Betts Ecology which directly or indirectly provides services. Neither party may assign the benefit or burden without the express written consent of the other.

15 General
15.1 Headings are for convenience and do not affect the interpretation of particular provisions.
15.2 References to statutes include regulations and include any re-enactments thereof.
15.3 Provisions which are held by a court or competent authority to be severable shall not affect the remainder of these terms which shall remain in force and effect.
15.4 No delay or inaction shall constitute a waiver or release of any past and/or future liability.
15.5 In these Terms of Trading “Betts Ecology” includes any names under which Christopher Betts Environmental Biology Limited trade or may trade.