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Terms and Conditions

1.   Effect of the Contract

1.1.      Unless otherwise agreed in writing, all professional services provided under an agreed quotation, letter of appointment, contract or written instruction, (hereafter the “Agreement”), shall be governed by the Terms and Conditions set out below which are deemed to form part of the Agreement.

1.2.      The Client warrants that all information furnished to MSA for the purposes of the Agreement is accurate and that there is nothing which will prevent MSA from performing the Agreement.

1.3.      The Client acknowledges that no representations or warranties have been made by MSA save as contained in the Agreement.

2.   Variations

Any fixed fee due to MSA shall be deemed to be based on information made available prior to the signature of the Agreement. In the event of any new information or circumstances emerging subsequent thereto which is onerous to MSA, MSA shall be entitled to reasonably increase the fee commensurate with the necessary additional services, including overtime (at time plus one half) and additional expenses.

3.   Force Majeure

If events occur beyond the reasonable control of MSA, for example force majeure, MSA shall be entitled to suspend performance of the Agreement for the duration of such events upon written notice to the client.

4.   Remuneration

4.1.      Unless otherwise agreed in writing, MSA shall be entitled to charge invoices at the end of each month for work completed on a pro rata basis. The remuneration due to MSA shall be due and payable 30 days after date of invoice delivered by e-mail, fax or post.

4.2.      All remuneration due to MSA shall attract VAT at the prescribed rate.

4.3.      MSA shall be entitled to charge interest on remuneration from due date to date of payment at the enhanced rate of 3% above the base lending rate of Barclays Bank from time to time.

4.4.      MSA reserves the right to suspend the performance of all services under the Agreement when the payments are overdue.

5.   Enforcement / Termination

In the event of a breach of the Agreement by either party, the other shall be entitled to enforce the Agreement or, should the breach not be remedied within 30 days of written notice, to then terminate the Agreement forthwith, without prejudice to any other rights or remedies available, including the right to claim damages.

6.   Limitation of Liability

The total liability of MSA to the Client for any claim for damages or loss arising from the Agreement shall be limited to £5 million and liability shall terminate 6 years after the signature of the Letter of Appointment.

7.   Assignment

The Client shall not be entitled to assign any rights under the Agreement without the prior written consent of MSA.

8.   Amendment

The Agreement shall not be amended except by agreement and in writing, signed by MSA and the client.

9.   Access to Site

For the duration of the Agreement the Client shall ensure that MSA has the right to access the Site/Property, during normal working hours, namely 08.30 to 17.30 hours, for the purposes of carrying out its obligations under the Agreement. Where appropriate, adequate lighting and power supply shall be provided by the Client, failing which MSA shall be entitled to impose additional charges for making these arrangements. Any provision or costs for security escorts whilst MSA is on site shall be borne by the client.

10.Health and Safety

The Client, its consultants or agents shall ensure that the Site / Property is safe and shall comply with all statutory requirements as regards health and safety at work and any other relevant rules and regulations. In addition the Client shall inform MSA of all health and safety rules, regulations and any other reasonable security requirements that apply to the Site / Property. The Client shall be responsible for the provision or cost of extraordinary personal and Health & Safety Equipment necessary.

MSA shall be entitled to suspend the performance of all services under the Agreement when the Client has failed to comply with the above requirements.

11.Intellectual Property Rights

The Client shall have the right to use all intellectual property rights arising from services provided by MSA under the Agreement, but the proprietary right to same shall always vest in MSA. The right of use by the Client shall be immediately suspended if any remuneration due to MSA is unpaid after the due date.

12.Disputes / Differences

The parties shall attempt in good faith to settle any disputes by mediation.

13.Law and Jurisdiction

The Agreement shall be governed by the laws of England.