Terms & Conditions
All our quotations and provision of services are given and carried out in strict accordance with Oracle Solution’s ‘Terms and Conditions.’ Acceptance of a quotation for the provision of any service by way of an official order or verbal/written intent confirms the client’s acceptance of these ‘Terms and Conditions.’
1.1 Definitions in these conditions, the following definitions apply:
Oracle: the company Oracle Solutions Asbestos Ltd or Oracle Solutions Holdings Ltd or any other subsidiary of these companies.
A Day: Oracle operates 24hrs a day, 7 days a week, 12 months a year. A day is a 24-hour period and includes Saturdays, Sundays, and Bank Holidays.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.
Contract: the contract between Oracle and the customer for the supply of services in accordance with these terms and conditions.
Customer: the person, firm or company who agrees to purchase / purchases services from Oracle.
Premises: The premises or customer’s premises is any premises, building, structure, land, or other as detailed within the Specification or other supporting documentation and shall include any premises on which the customer contracts Oracle to deliver services or at howsoever owned or leased and by whom.
Deliverables: the deliverables set out in the Specification.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights in designs, rights in computer software, database right, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services, including the deliverables, supplied by Oracle to the customer as set out in the Specification. Services include anything within the Specification, including the provision of goods.
Specification: any document howsoever described, including but not limited to a quote, email, or an order, containing the description for the services including but not requiring; any relevant plans or drawings, and or the cost for the services provided in writing by Oracle to the customer.
2. BASIS OF CONTRACT
2.1 Upon request, Oracle shall supply the customer a Specification. The Specification constitutes an offer by Oracle to supply services in accordance with these terms and conditions.
2.2 The Specification shall be deemed to be accepted by the customer after:
(a) Oracle receives a written acceptance of the Specification, including but not limited to an official order from the customer or a written confirmation to proceed via email or other document, this shall be known as the Customers Intention to Proceed or
(b) any act by Oracle consistent with starting or fulfilling the Specification; at which point on which date the contract shall come into existence and this shall be known as the Commencement Date.
2.3 The contract and the Specification constitute the entire agreement between the parties. The customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Oracle that is not set out in the Specification.
2.4 Any samples, drawings, descriptive matter, or advertising by Oracle and any descriptions of the services contained in Oracle’s brochures, websites, marketing, or other publications are issued or published for the sole purpose of giving an approximate idea of the services described therein. They shall not form part of the contract or have any contractual force.
2.5 These terms and conditions apply to the contract to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice, regulations, or course of dealing. In addition:
(a) any terms and conditions the customer seeks to impose on Oracle that are not detailed within these conditions or the Specification through inclusion within an order, contractual document or written acceptance of the Specification are excluded from the contract unless agreed in writing by a Director of Oracle prior to the commencement date.
(b) this includes terms and conditions relating to acceptance of additional customer terms and conditions in their entirety or individually by stating that Oracle accepts said terms and conditions by accepting the customer’s intention to proceed and providing some or all services as detailed within the Specification.
(c) specifically excluded are any customer terms and conditions relating to liquidated damages or imposed financial damages against Oracle for delays of any kind, main contractors and discounts of any kind, and retentions of any kind unless Oracle accepts terms and conditions of this type by written agreement of an Oracle Director prior to the commencement date.
2.6 Any Specification given by Oracle is only valid for a period of thirty (90) business days from its date of issue unless validity is extended in writing by Oracle to the customer.
2.7 Acceptance by the customer in accordance with clause 2.2 and 2.5 shall be deemed to constitute unqualified acceptance by the customer of these terms and conditions.
2.8 Oracle reserves the right to perform its obligations under these terms and conditions regarding the supply of services at or from any of its premises notwithstanding any representations made to the customer that such work would be carried out at or from a specified premise.
2.9 If subsequent variations or additions to the Specification are agreed by the customer all such services will form part of the contract and these terms and conditions will apply.
2.10 This contract shall apply to the supply of all services by Oracle to the customer unless agreed otherwise in writing with the customer by a Director of Oracle.
3. SUPPLY OF SERVICES
3.1 Oracle shall provide the services to the customer in accordance with the Specification.
3.2 Oracle shall provide to the customer a Specification. The customer, upon placing an order or written intent to proceed, email or document, confirms their acceptance of the Specification, and this shall form part of the contract and be subject to these terms and conditions. Any amendment to the agreed Specification by the customer shall not be valid unless it has been agreed in writing by Oracle.
3.3 Notwithstanding clause 3.1, from time to time Oracle may change the services in order to comply with any applicable safety or statutory requirements without notice. Provided that such changes do not materially affect the overall scope of the services and where practicable, Oracle will give the customer at least 7 days’ notice of any change.
3.4 Oracle shall use reasonable endeavours to meet any performance dates for the services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the services.
3.5 Oracle warrants that the services will be provided to the customer using reasonable care and skill.
3.6 Oracle shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the customer’s premises and that have been communicated to it under clause 4.1 (e), provided that it shall not be liable under this contract if, as a result of such observation, it is in breach of any of its obligations under this contract.
3.7 In the event that the services to be provided by Oracle involve testing or analysis on any materials or air, Oracle does not make any representation or warranty of any nature, express or implied that such testing and or analysis will achieve any particular results.
4. CUSTOMERS OBLIGATIONS
The customer shall:
(a) Ensure that the terms of the Specification are complete and accurate prior to proceeding with an order or intent to purchase or giving an intent to proceed to Oracle;
(b) Co-operate with Oracle in all matters relating to the supply of any services;
(c) provide Oracle and its employees, agents, consultants, and sub-contractors with access to the premises, equipment, and other facilities as reasonably required by Oracle to provide the services;
(d) provide Oracle with such information and materials as Oracle may reasonably require, including but not limited to health and safety information relating to the premises, to supply the services and ensure that such information is accurate in all material respects, including the most up to date and relevant asbestos records or previous survey information;
(e) inform Oracle of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises where services are to be supplied;
(f) provide, in a timely manner, such information as Oracle may reasonably require, and ensure that it is accurate in all material respects;
(g) obtain and maintain all necessary licences, permissions, and consents that may be required for the services before the date on which the services are to start; and
(h) keep and maintain all materials, equipment, documents and other property of Oracle and its suppliers and sub-contractors (supplier materials and equipment) at the premises in safe custody at its own risk until returned to Oracle, and not dispose of or use these, other than in accordance with Oracle’s written instructions or authorisation.
4.2 If Oracle’s performance of any of its obligations in respect of the services is prevented or delayed by an act or omission by the customer or failure by the customer to perform any relevant obligation (customer default):
(a) Oracle shall without limiting its other rights or remedies have the right to suspend performance of the services until the customer remedies the customer default, and to rely on the customer default to relieve it from the performance of any of its obligations to the extent the customer default prevents or delays Oracle’s performance of any of its obligations;
(b) Oracle shall not be liable for any costs or losses sustained or incurred by the customer arising directly or indirectly from Oracle’s failure or delay performing any of its obligations where there has been customer default only; and
(c) on presentation of an invoice, the customer shall reimburse Oracle for any costs or losses sustained or incurred by Oracle that arise directly from the customer default.
4.3 The customer shall not, without the written consent of Oracle, at any time for the duration of the contract or for a period of 90 business days after its completion, solicit or entice away from Oracle or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, or subcontractor of Oracle in the provision of the services.
4.4 Cancellations, incomplete works, abortive visits, suspensions, and delays. The customer shall reimburse Oracle on written demand for any costs or losses incurred by Oracle as detailed below:
Cancellation before or after arrival onsite (includes aborted visits where Oracle have attended site and have been unable to start or complete works and includes incomplete works where Oracle have had to leave site, save where such abortive visits are cause by Oracle)
(a) Where the Specification time scale was estimated to be 3 days or fewer for services, the reimbursement by the customer will be the full amount of the contract/Specification as detailed in the quotation. This includes situations where Oracle were unable to complete their work in the original timescales or scope originally provided due to factors outside the control of Oracle. In addition, where applicable, this will include any additional associated costs beyond the date of leaving site, including hire costs where Oracle remain liable to the supplier, sub-contractor liability and labour costs where labour was not able to be utilised for another fee earning project for the total time they remain non fee earning;
(b) Where the contract’s/Specification’s estimated time scales exceed 3 days, then the customer will reimburse Oracle for all costs incurred in relation to the project to the point of cancellation and then including beyond the date of leaving site for any costs which will continue to be incurred. This includes situations where Oracle were unable to complete their work in the original timescales or scope originally provided due to factors outside of Oracle’s control. This will include hire costs where Oracle remain liable to the supplier, sub-contractor liability, and labour costs where labour was not able to be utilised for another fee-earning project for the total time they remain non-fee earning;
Cancellation in advance
(c) If the customer cancels any contract, provision of services, or parts of services after placing an order/providing acceptance with Oracle, then the following charges will apply as a minimum to cover mobilisation fees:
Over 14 days: 5% of contract/ quotation value
Between 7-14 days’ notice:15% of contract/quotation value
Between 2-7 days’ notice: 50% of contract/quotation value
Less than 2 days’ notice: 100% of contract/quotation value
(a) Where services must be suspended for safety reasons outside the control of Oracle, such as changes to the site, the environment, or discovery of additional asbestos or other hazardous substances that Oracle were unaware of and change the scope of the services outside of that which were detailed within the Specification;
(b) then a new quote/contract will be created should there be a need for any additional charges due to an increase in costs due to the suspension of the works. Oracle will communicate this with the client.
(a) If there are delays in starting or completing works or delivering services where such delays were outside the control of Oracle and that these delays include (but are not limited to) the customer’s failure to provide as per the Specification, any security, enabling, or isolation works, welfare, power, water, or sufficient and safe access, the charges will be in line with clause (a) above. Another quote/contract will be created should there be a need for an additional charge due to an increase in costs due to the delay of the works. Oracle will communicate this with the client as soon as they are able once they have calculated the extra charge.
4.5 The customer agrees to pay in full for the proportion of any services delivered and completed in accordance with the Specification on any project which is not completed for any reason outside the control of Oracle, and such costs will be calculated against the entire cost of the provision of all services as detailed within the Specification and shall include profit.
4.6 The customer shall, where the services are for asbestos surveying, sampling, or similar, agree to pay the full amount as per the Specification on any occasion where those services were not able to be completed through no fault of Oracle, unless such a service is more than one day where the client agrees to pay for a single day of loss that shall be calculated and apportioned against the costs contained within the Specification.
4.7 The customer will be liable for all costs, including profit for any additional service provision where during an asbestos survey or other service, access to a particular area of a premises has not been completed that is outside the control of Oracle and where a further visit for the provisions of services would be recorded.
5. CHARGES AND PAYMENT
5.1 The price or cost of services shall be the price set out in the Specification or other written documents including emails. All prices are exclusive of VAT, which shall be paid where applicable by the customer when it pays for the services.
5.2 Where services are provided for a fixed price, the total price for the services shall be the amount set out in the Specification as amended from time to time in accordance with variations and additions. The customer shall pay the total price to Oracle in accordance with the Specification and any other related documentation or emails, including variations and additions. Where services are provided on rates by working time or specific service provision the total working time or provision of services completed including provision of materials, equipment and where applicable disposal of waste will be calculated and invoiced with service provided times rate in accordance with the Specification and any other related documentation or emails including variations and additions.
5.3 Oracle shall add VAT to its invoices at the appropriate rate.
5.4 Every customer shall undergo a credit check by Oracle to ascertain their credit worthiness prior to Oracle providing services. Should the client not be cleared or considered credit worthy then full payment must be made by the client prior to services being carried out unless by prior arrangement authorised by an Oracle Director in writing to the customer.
5.5 The customer shall pay each invoice submitted by Oracle within 14 days of the date of the invoice (unless alternative payment terms have been agreed by Oracle) in full and in cleared funds to a bank account nominated by Oracle, and time for payment shall be the essence of the contract.
5.6 Where services are delivered, and such services extend beyond the end of the calendar month, Oracle may, from time to time, raise invoices for the amount of services delivered up to the end of each calendar month and the customer shall pay each such invoices in accordance with clause 5.4 or in accordance with other written payment terms.
5.7 Without prejudice to any other right or remedy that it may have, if the customer fails to pay Oracle on the due date, Oracle may:
(a) apply a late payment charge to any customer where a due payment exceeds the required payment date by 30 days. Late payment charges accrue on a daily basis. The following late charges and debt values exclude VAT.
Outstanding debt of less than £1,000 will accrue a late payment charge of £10 per day.
Outstanding debt of £1,000 to £10,000 will accrue a late payment charge of £20 per day.
Outstanding debt of £10,001 to £100,000 will accrue a late payment charge of £50 per day.
Outstanding debt of £100,001 and above will accrue a late payment charge of £100 per day.
(b) charge interest on such sums inclusive of any late payment charges from the due date for payment at the annual rate of 8% above the base rate from time to time of the Bank of England, accruing on a daily basis, and being compounded quarterly until payment is made whether before or after any judgement; and
(c) suspend all services until payment has been made in full. The customer shall pay all amounts due under the contract in full without deduction or withholding, except as required by law, and the customer shall not be entitled to assert any credit, set-off, or counterclaim against Oracle in order to justify withholding payment of any such amount in whole or part. Oracle may, without limiting its rights or remedies, set off any amount owing to it by the customer against any amount payable by Oracle to the customer.
(d) in addition to clauses 5.7 a, b, and c, charge an administration fee of £250 in addition to the fees required to instigate legal proceedings for recovery of outstanding payments. Additionally, the customer agrees to be liable for all other costs for collection and not limited to solicitors or similar required in recovering outstanding payments.
5.8 All sums payable to Oracle under any contract shall become due immediately on its termination, despite any other provision.
5.9 Oracle does not accept and will not be liable for any main contractor discounts or retentions of any kind unless agreed in writing by a Director of Oracle prior to providing any services to the customer.
5.10 The customer accepts and agrees that Oracle does not and will not provide any detail in regard to its costs and profit against the contract and any invoice for the provision of any service for any reason and that no payment will be withheld for this reason.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All intellectual property rights in and arising out of or in connection with the services (including supplier materials and reports) shall be owned by Oracle. Oracle licences all such rights to the customer free of charge to such an extent to enable the customer to make reasonable use of the services until a contract has been completed or terminated.
7.1 Oracle reserves the right to disclose any information it is required to disclose by order of a court or other body that has jurisdiction over it, including the Health and Safety Executive.
7.2 Oracle Solutions shall not divulge information relating to one client to anyone other than that client unless permission has been specifically granted by the client. Permission shall be sought from the client if access to a report is required by a third party.
7.3 Computer systems are protected by anti-virus, anti-spy, and anti-mal software in order to protect clients confidential information during electronic storage. Hard discs shall be wiped clean of information before disposal of computer hardware.
7.4 No information obtained from other sources will be shared and will be always treated as confidential.
7.5 Staff members are requested to always maintain client confidentiality, and this request is detailed within both the employment contract and the team handbook.
8.1 The parties shall keep each other indemnified against all liabilities, costs, expenses, damages, and losses including but not limited to any direct or consequential losses, loss of profit, loss of reputation, legal costs and all other reasonable professional costs and expenses suffered incurred by them as a result of or in connection with any claim made against them by their employees, agents or sub-contractors or a third party for death, personal injury or damage to property arising out of or in connection with services to the extent that such liability is wholly or partly attributable to the acts or omissions of the other party or its employees, agents, or sub-contractors.
8.2 This clause 8 shall survive termination of the contract.
9. LIMITATIONS OF LIABILITY
9.1 Subject to this clause:
(a) Oracle shall, unless as a result of Oracle’s negligence, not be liable to the customer or any other party for any damage arising to any decoration, fixtures, fittings (any items whatsoever located internally or externally to the premises including electrical and other installations), structure, building, or associated land in connection with completing the contract. The customer will be fully responsible for taking appropriate actions to allow for any required protection prior to the services being delivered. The customer, on accepting the quotation, contract, or Specification, accepts that to carry out works such as those Oracle deliver may involve damage to decoration, fixtures, fittings (any items whatsoever located internally or externally to the premises including electrical and other installations), structure, building or associated land, and such damage of any kind or level will not be Oracle’s responsibility to repair or accept costs in connection with such repair. Oracle shall be liable to the customer, in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss or profit, or any indirect or consequential loss arising under or in connection with the contract; and
(b) Oracle’s total liability to the customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the net profit of the total contract value.
(c) the customer, on accepting the quotation, contract, or Specification, accepts that the provision of asbestos and associated services come with a level of risk. These risks include but are not limited to
- i) Errors in asbestos surveying and asbestos survey reporting.
- ii) Delays in completing asbestos removal or remedial work due to the level of detail that is required for the safe and legal execution of such works. These and other associated risks are unavoidable, therefore Oracle shall, under no circumstances, be liable to the customer or another party for any costs or other losses of any kind including delays, late completion or hold ups in connection in the provision of any of its services, unless a formal contract giving Oracle such liability has been agreed and signed by a Director of Oracle prior to the commencement of the services being delivered.
10.1 With respect to services on termination or suspension of the contract for any reason:
- the customer shall pay to Oracle all outstanding and unpaid invoices and interest and, in respect of services supplied but for which no invoice has yet been submitted, Oracle shall submit an invoice, which shall be payable by the customer on the agreed payment terms above.
- Oracle may only raise an invoice for services supplied where there has been no breach of contract by them.
11.1 Except as set out in these conditions, any variation, including the introduction of any additional terms and conditions to the contract, shall only be binding when agreed to in writing and signed by a Director of Oracle.