1. General
    1. (a)  In these terms and conditions:-
      1. (i)  “the Consultancy” means Ardgowan PM Limited;
      2. (ii)  “the Client” means the person, firm or company with whom the contract is made by the Consultancy whether directly, or indirectly, through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or company;
      3. (iii)  “the Contract” means the Contract concluded by the Client’s acceptance of the Consultancy’s estimate, tender or quotation.
    2. (b)  The Contract has been entered into on the basis of these conditions and the terms overleaf and shall be performed in accordance herewith. In the case of any inconsistency between these conditions and any order, letter or form of contract sent by the Client to the Consultancy or any other communication between them, whatever their respective dates, the provisions of these conditions shall prevail unless expressly varied in writing and signed by the Consultancy. Any concession made or attitude allowed by the Consultancy to the Client shall not affect the strict rights of the Consultancy under the contract. Each of the clauses of these Terms and Conditions and every part hereof shall be separate and separable to the extent that if one clause or one part thereof shall be unenforceable the other clauses and other parts of the clause respectively shall be effective.
  2. Time Limit for Acceptance
    Unless otherwise stated, a tender or quotation by the Consultancy shall, unless previously withdrawn, only remain open for an acceptance to be received by the Consultancy within 30 days of the date of the tender/quotation.
  3. Payment Terms
    1. (a)  Payment is due within [thirty] days following the date ofinvoice.
    2. (b)  The price is exclusive of any applicable Value Added Tax which the Client shall be additionally liable to pay to the Consultancy.
    3. (c)  No deductions shall be made by the Client from the payments due under the Contract unless otherwise previously agreed in writing.
    4. (d)  The Client shall not be entitled to withhold or set-off payments for any reason whatsoever.
    5. (e)  The Consultancy shall be entitled to charge interest at a rate equal to 4% above the Base Lending Rate of The Royal Bank of Scotland on all overdue payments.
  4. Cancellations
    The Consultancy shall be entitled to suspend or cancel (without prejudice to its other claims under the Contract) the further provision of services or any other contract between the parties hereto if any payment is overdue. In the event of the Client seeking to cancel the Contract, the Consultancy shall be entitled to charge a cancellation fee up to a maximum of 10% of the project price/fee.
  1. Original Work
    Where original work is carried out by the Consultancy copyright and other commercial intellectual property rights in such work shall remain the Consultancy’s property unless otherwise agreed in writing.
  2. Limitation of Liability
    Except in so far as cannot be excluded by law in respect of death or personal injury but otherwise not withstanding any other conditions, the Consultancy shall not under any circumstances be liable to the Client for any direct, special, indirect or consequential (whether direct or indirect) loss or damage which arises from the Contract or from any liability implied or arising under the law (including negligence). The term “consequential” includes but is not limited to, loss of or reduced profit, loss of or reduced production, loss of materials or production, increased costs of production or loss of contracts.
  3. Termination
    If the Client (i) commits an act of bankruptcy, becomes apparently insolvent, makes any arrangement or composition with creditors or has had convened a creditors meeting, had a receiver, administrator or liquidator appointed or a resolution has been passed or a petition presented to any court for winding up or any proceedings have commenced relating to the insolvency or possible insolvency of the Client or the Client carries out or undergoes any act or proceeding analogous to any of the foregoing under any foreign law prior to the Contract being implemented or (ii) causes or threatens to cease to trade or if serious doubt arises as to the Client’s solvency or (iii) makes default in or commits any breach of his/her/its obligations to the Consultancy hereunder;then in any such case the Consultancy shall immediately become entitled (without prejudice to any other claims and rights which the Consultancy might have) to cancel, suspend or otherwise deal with the Contract and payment for work completed to date shall become immediately due and payable.
  4. Force Majeure
    If any event beyond the Consultancy’s reasonable control prevents the Consultancy from performing its obligations hereunder then the Consultancy may without liability cancel this Contract.
  5. Jurisdiction
    This Contract shall in all respects be governed by the law of Scotland and the parties hereto submit themselves to the non- exclusive jurisdiction of the Scottish Courts.