Terms of Service Agreement

1. Purpose

This Terms of Service ("Agreement") sets forth the terms and conditions under which Holmwood Commercial Services Ltd ("the Company," "we," "us," or "our") provides consultancy services, including but not limited to estimating, tendering, and construction consultancy services ("Services") to clients ("Client," "you").
 

2. Scope

This Agreement applies to all clients and projects undertaken by the Company, and covers the delivery of estimating, tender preparation, project consultancy, and other related services.

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3. Terms of Service

3.1 Service Provision

• The Company agrees to provide Services as outlined in the client agreement.

• The Company will act in an advisory capacity and will not assume management or decision-making responsibilities.

• Any deviation from the agreed scope of Services must be documented and mutually agreed upon in writing.

3.2 Payment Terms

• All invoices will be issued upon completion of agreed milestones or at the end of the service period, as set out in the client agreement.

• Invoices are due within 7 days from the date of receipt.

• A 5% monthly interest charge will be applied to overdue payments.

• Payment should be made to the bank account specified in the invoice or another mutually agreed method.

3.3 Amendments and Changes

• Any changes or amendments to the scope of work, timelines, or fees must be agreed upon in writing and signed by both parties before implementation.

• The Company reserves the right to adjust the fees for any services that go beyond the agreed scope.

3.4 Dispute Resolution

• Any dispute arising from this Agreement shall first be attempted to be resolved through mediation.

• If the dispute cannot be resolved by mediation within 30 days of the notice of dispute, either party may initiate legal proceedings.

• The Company and the Client agree to resolve any legal disputes under the jurisdiction of the courts of England and Wales.

3.5 Limitation of Liability

• The Company's liability for any claim arising from the provision of Services shall be limited to the total fees paid by the Client for the specific Services.

• The Company shall not be liable for any indirect, incidental, or consequential damages arising from any errors or omissions in the Services provided.

• The Client acknowledges that the Company cannot be held responsible for any third-party costs or delays caused by issues outside the Company’s control.

3.6 Client Responsibilities

• The Client is responsible for providing complete, accurate, and timely information necessary for the delivery of the Services.

• The Client shall review all estimates, tenders, and related documentation thoroughly before submission. The Client is responsible for ensuring that the information provided is accurate and that the estimates reflect their requirements

• The Company shall not be liable for any errors, inaccuracies, or delays resulting from incomplete, inaccurate, or late information provided by the Client.

3.7 Confidentiality

• Both parties agree to keep all proprietary and confidential information, including but not limited to business plans, financial data, tender documents, and client information, confidential during the term of this Agreement and for two years thereafter.

• This confidentiality obligation does not apply to information that is publicly available or already known to the receiving party before disclosure.

3.8 Termination Clause

• Either party may terminate this Agreement by providing written notice of termination to the other party 30 days in advance.

• In the event of termination, the Client agrees to pay the Company for all Services rendered up to the termination date, including any work in progress.

• If the Client fails to meet payment terms or breaches this Agreement, the Company reserves the right to terminate the Agreement immediately, with all outstanding amounts due for payment upon termination.

3.9 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

• Any legal disputes or claims shall be resolved under the exclusive jurisdiction of the courts of England and Wales.

  1.  Force Majeure

• The Company shall not be liable for delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, lockouts, changes in law, pandemics, or other unforeseen events.

• In the event of force majeure, the Company will inform the Client as soon as possible and will work with the Client to mitigate the effects of the delay.

3.11 Data Protection and GDPR Compliance

• The Company will process personal data in compliance with the General Data Protection Regulation (GDPR) and the UK Data Protection Act 2018.

• Personal data will only be collected and processed for the purpose of delivering Services under this Agreement.

• The Client has the right to request access, correction, or deletion of personal data held by the Company.

3.12 Entire Agreement

• This Agreement constitutes the entire understanding between the Company and the Client regarding the provision of Services and supersedes all prior discussions, agreements, or understandings, whether written or oral.

• No amendment to this Agreement shall be valid unless it is made in writing and signed by both parties.