CCA Environmental Terms & Conditions

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

Interpretation
The following definitions and rules of interpretation apply in these Conditions.

Definitions:

Applicable Data Protection Laws: means the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• CCA: CCA Environmental Limited (company number 05593711) of Airport House, Purley Way, Croydon, England, CR0 0XZ
• CCA Background IPRs: all Intellectual Property Rights that are owned by or licensed to CCA and which are or have been developed independently of the Contract which are used by CCA in performance of the Services.
• Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
• Client: the person or firm who purchases Services from CCA.
• Client Background IPRs: all Intellectual Property Rights in the Client Materials.
• Client Default: has the meaning set out in clause 2.
• Client Materials: all documents, designs, CAD files, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to CCA in connection with the Services.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 4.
• Contract: the contract between CCA and the Client for the supply of Services in accordance with these Conditions.
• Deliverables: the reports, assessments, statements and/or calculations produced by CCA for the Client as set out in the Order but not including IES Model Files.
• Foreground IPRs: all Intellectual Property Rights in the Deliverables other than CCA Background IPRs.
• IES Model Files: any file generated within the IES software used by CCA in performing the Services.
• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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 order for Services as set out in the Client’s purchase order form, the Client’s written acceptance of a quotation by CCA or email correspondence between the Client and CCA as the case may be.
• Services: the services, including the Deliverables, supplied by CCA to the Client as set out in the Specification.
• Site: the property in relation to which Services are to be provided.
• Specification: the description or specification of the Services agreed between CCA and the Client and forming part of the Order.
  • Interpretation:
    • A reference to legislation or a legislative provision:
      • is a reference to it as amended, extended or re-enacted from time to time; and
      • shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    • Any words following the terms 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 terms.
    • A reference to writing or written includes email but not fax.

2. Basis of contract
   • 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 CCA issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
   • Any information published by CCA on its website is published for the sole purpose of giving an approximate idea of CCA’s Services. It shall not form part of the Contract or have any contractual force.
   • 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 law, trade custom, practice or course of dealing.
   • Any quotation given by CCA shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services
   • CCA shall supply the Services with reasonable skill and care and deliver the Deliverables to the Client in accordance with the Specification in all material respects.
   • CCA does not have design responsibility in relation to any Contract.
   • CCA shall use all reasonable endeavours to meet any performance dates specified in the Specification but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   • CCA shall provide the Services in accordance with all applicable laws.
   • CCA reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and CCA shall notify the Client in any such event.
   • CCA shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Site and that have been communicated to it by the Client, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract
4. Client’s obligations
   • The Client shall:
     • ensure that the terms of the Order and any Client Materials are complete and accurate in all material respects;
     • co-operate with CCA in all matters relating to the Services;
     • provide CCA, its employees, agents, consultants and subcontractors, with access to the Site as reasonably required by CCA;
     • inform CCA of all health and safety and security requirements that apply at the Site;
     • provide CCA with such Client Materials as CCA may reasonably require in order to supply the Services;
     • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
     • not use any Deliverable for advertising or in any publication without CCA’s prior written consent;
     • comply with any Client obligations as set out in the Specification.
   • If CCA’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):
     • without limiting or affecting any other right or remedy available to it, CCA may suspend performance of the Services until the Client remedies the Client Default, and rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays CCA’s performance of any of its obligations;
     • CCA shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from CCA’s failure or delay to perform any of its obligations as set out in this clause 2; and
     • the Client shall reimburse CCA on written demand for any costs or losses sustained or incurred by CCA arising directly or indirectly from the Client Default.
5. Charges and payment
   • The Charges for the Services shall be as agreed in the Order.
   • Unless agreed otherwise in the Order, CCA shall invoice the Client on completion of the Services.
   • Unless otherwise agreed, the Client shall pay each invoice submitted by CCA:
     • within 30 days of the date of the invoice; and
     • in full and in cleared funds to a bank account nominated in writing by CCA, and

time for payment shall be of the essence of the Contract.

• All amounts payable by the Client under the Contract are exclusive of VAT which the Client shall pay to CCA on receipt of a valid VAT invoice.
• If the Client fails to make a payment due to CCA under the Contract by the due date, then, without limiting CCA’s remedies under clause 9 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 5 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%.
• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights
   • CCA and its licensors shall retain ownership of all CCA Background IPRs and the Client and its licensors shall retain ownership of all Client Background IPRs.
   • In relation to the Deliverables:
     • CCA and its licensors shall retain ownership of all Foreground IPRs in the Deliverables, excluding the Client Materials;
     • CCA grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Deliverables in its business; and
     • the Client may sub-license the rights granted in clause 2(b):
       • to its clients; and
       • to its service providers for the purpose of the Client’s receipt of services related to the Site.
     • In relation to the Client Materials, the Client grants to CCA a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client.
     • CCA:
       • warrants that the receipt, use and onward supply of the Services and the Deliverables by the Client and its permitted sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party;
       • shall not be in breach of the warranty at clause 4(a), to the extent the infringement arises from:
         • the use of Client Materials in the development of, or the inclusion of the Client Materials in, the Services or any Deliverable;
         • any modification of the Services or any Deliverable, other than by or on behalf of CCA; and
         • compliance with the Client’s specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that CCA shall notify the Client if it knows or suspects that compliance with such specification or instruction may result in infringement.
       • The Client warrants that the receipt and use of the Client Materials in the performance of the Contract by CCA, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.

7. Data protection
   • Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Applicable Data Protections Laws on and regulatory requirements in force from time to time in the UK relating to the use of personal and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party
8. Limitation of liability
   • CCA has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover CCA has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
   • References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   • Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
   • Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
   • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
     • death or personal injury caused by negligence;
     • fraud or fraudulent misrepresentation; and
     • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
   • Subject to clause 3 (No limitation in respect of deliberate default), and clause 8.5 (Liabilities which cannot legally be limited), CCA’s total liability to the Client shall not exceed the total amount of the Charges paid or payable in respect of the Services.
   • Subject the provisions of this clause 8:
     • CCA excludes all liability in relation to any design loading calculations requested by the Client as part of the Specification on the basis that CCA is not qualified as a mechanical engineer and is not insured in relation to such activity. The Client agrees that such work is provided on the basis that it is an incidental function of CCA’s modelling software only;
     • CCA shall not be liable for any loss arising from the Client’s failure to follow any recommendation made by CCA;
     • if IES Model Files are provided by CCA to the Client or to any third party at Client’s request, CCA shall not be liable for any loss arising directly or indirectly from the provision of the IES Model Files to the Customer or such third party including losses arising as a result of use of such IES Model Files by the Client or such third party; and
     • the types of loss that are wholly excluded:
       • loss of profits.
       • loss of sales or business.
       • loss of agreements or contracts.
       • loss of anticipated savings.
       • loss of use or corruption of software, data or information.
       • loss of or damage to goodwill; and
       • indirect or consequential loss.
     • The Client shall have liability for and shall indemnify CCA for any loss, liability, costs (including reasonable legal costs), damages or expenses arising out of or in connection with any claim brought against CCA by any third party in relation to IES Model Files or their use.
     • CCA has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
     • Unless the Client notifies CCA that it intends to make a claim in respect of an event within the notice period, CCA shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
     • This clause 8 shall survive termination of the Contract.
9. Termination
   • Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice.
   • Without affecting any other right or remedy available to it, CCA may suspend the supply of Services under the Contract or any other contract between the Client and CCA if:
     • the Client fails to pay any amount due under the Contract on the due date for payment; or
     • the Client becomes subject to any insolvency process, or CCA reasonably believes that the Client is about to become subject to any of them.

10. Consequences of termination
    • On termination or expiry of the Contract:
      • the Client shall immediately pay to CCA all of CCA’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, CCA shall submit an invoice, which shall be payable by the Client immediately on receipt;
      • the Client shall return all Deliverables which have not been fully paid for. If the Client fails to do so, then CCA 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 the Contract;
      • CCA shall return all Client Materials.
    • Termination or expiry of the 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.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. • Each party undertakes that it shall not at any time during the Contract, and for a period of [two] years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, contractors, 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, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12. General
    • Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings.
      • CCA 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 the Contract.
      • 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 the Contract without the prior written consent of CCA.
    • Entire agreement.
      • The Contract 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.
      • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract 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 the Contract . If any provision or part-provision of this Contract deleted under this clause 12.6 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.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.
      • Any notice or communication shall be deemed to have been received:
        • if delivered by hand, at the time the notice is left at the proper address;
        • 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; or
        • if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • Third party rights.
      • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • 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.
    • 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.