Scribe CMS Ltd
Company No. 15579984
Registered Office: Blackbox, Beech Lane, Wilmslow, SK9 5ER
These Terms apply where they are incorporated into a quotation, proposal, tender submission or other written offer issued by Scribe CMS Ltd (“Scribe”) for the provision of services or works.
These Terms apply only to business and commercial clients acting in the course of business and do not apply to consumer appointments.
Before a Contract is formed, the party to whom Scribe’s offer is addressed may be referred to as the Client. Once the Contract is formed, that party is referred to as the Employer.
These Terms apply only where Scribe and the Employer have not entered into a separate written agreement signed by or on behalf of both Parties governing the same services or works.
If the Parties subsequently enter into such a separate signed agreement, these Terms shall cease to apply to that appointment from the date that agreement takes effect, unless the separate agreement expressly provides otherwise.
A purchase order, instruction or other document issued by the Employer does not by itself amend, replace or override these Terms unless Scribe expressly agrees in writing that it is to do so.
The version of these Terms referred to or linked in Scribe’s offer shall apply to the Contract. A later amendment published on Scribe’s website does not amend an existing Contract.
A quotation, fee proposal, tender submission or other written offer issued by Scribe which incorporates these Terms is referred to as the Services Proposal.
The Contract comprises:
If there is an inconsistency, the documents shall take precedence in that order unless expressly agreed otherwise.
The Contract is formed when the Employer accepts the Services Proposal, instructs Scribe to proceed or otherwise permits Scribe to commence the Services.
Scribe shall provide only the services and works identified in the Services Proposal (“Services”).
The Services may comprise:
Any particular contractual, professional or statutory role undertaken by Scribe applies only to the extent expressly included in the Services Proposal or arising by law.
Scribe does not assume responsibility for another person’s work, design or statutory duties merely because Scribe coordinates, manages, reviews, comments upon or interfaces with them.
Scribe may rely on instructions given by the Employer or by a person who reasonably appears to have authority to act on the Employer’s behalf.
Scribe has no authority to enter into contracts or commitments on behalf of the Employer unless expressly authorised in writing.
Scribe shall perform Professional Services and any design undertaken by it with the reasonable skill, care and diligence to be expected of a reasonably competent and appropriately experienced provider of similar services.
Scribe does not accept:
unless expressly agreed in writing.
Scribe is responsible for design only to the extent expressly included within its Services.
Unless expressly stated otherwise, Scribe is not responsible for the adequacy of design, specifications or other information prepared by or on behalf of the Employer or another party. Reviewing, coordinating or developing such information does not of itself transfer responsibility for it to Scribe.
Where the Services include Works, Scribe shall carry them out in a proper and workmanlike manner using materials and products complying with the Contract and applicable statutory requirements.
Where no particular product or material is specified, Scribe shall use materials of satisfactory quality reasonably appropriate for their intended use.
Scribe shall not knowingly specify or use a product or material generally recognised within the relevant construction specialism at the time of specification or use as materially unsafe, non-compliant or unsuitable for its intended application.
The Employer shall:
Scribe may reasonably rely upon information supplied by or on behalf of the Employer unless Scribe knows, or ought reasonably to know, that it is materially incorrect or incomplete.
If Scribe becomes aware of a material discrepancy, ambiguity or inconsistency within the information or Contract documents, it shall notify the Employer and may seek clarification before proceeding with affected work.
Scribe is not required merely because of such a discrepancy to adopt the most onerous or expensive interpretation unless that requirement otherwise forms part of the Contract.
Each Party shall comply with the statutory duties applicable to it.
Where the Services include construction work, the Employer shall comply with its applicable duties as Client under the Construction (Design and Management) Regulations 2015, including providing relevant pre-construction information and making appropriate dutyholder arrangements.
Scribe shall comply with any contractor or designer duties applicable to its Services.
Where Scribe expressly accepts in writing an appointment as Principal Contractor or Principal Designer, or is treated as holding that role by operation of applicable law, Scribe shall discharge the statutory duties applicable to that role.
Appointments and duties under CDM 2015 and under the Building Regulations 2010, as amended, including applicable dutyholder and competence requirements, are separate. Appointment to a role under one regime does not automatically constitute appointment to a corresponding role under the other.
Scribe may refuse to commence or may stop affected work where it reasonably considers that continuing would be unsafe, unlawful or inconsistent with an applicable statutory duty.
The Employer shall provide relevant information within its possession or control concerning the Site, existing structures, services, asbestos, hazardous materials, contamination and other known conditions which may affect the Services.
Unless expressly included in the Services, Scribe is not required to undertake intrusive investigations or independently verify concealed conditions.
If Scribe encounters materially unforeseen conditions, including concealed services, asbestos, contamination, hazardous material or other physical conditions which were not identified in the Contract information and could not reasonably have been identified beforehand, Scribe shall be entitled to a reasonable adjustment to the programme and Fee.
Scribe may suspend affected work where necessary to assess and safely address an unforeseen hazard.
Scribe shall use reasonable endeavours to perform the Services in accordance with any programme stated in the Services Proposal.
Unless expressly stated otherwise, dates and periods are estimates and time shall not be of the essence.
Scribe shall be entitled to a reasonable adjustment to the programme where the Services are affected by matters outside Scribe’s reasonable control and, where such matters result in additional cost which was not reasonably included within the Fee or allocated to Scribe under the Contract, to a reasonable adjustment to the Fee.
Such matters may include:
A change to the Services (“Change”) may result in additional payment and time.
Scribe shall, where reasonably practicable, notify the Employer before undertaking material additional work.
Changes shall be valued using any agreed or applicable Contract rates or, where none apply, on a fair and reasonable basis including appropriate labour, materials, plant, sub-contract costs, professional input, preliminaries, overhead and profit.
No liquidated damages, delay damages or other predetermined damages apply unless expressly agreed in writing.
The Employer shall pay the fees, rates, prices and other charges stated in the Services Proposal (“Fee”).
Unless expressly stated otherwise:
Scribe may invoice in accordance with the Services Proposal or, where no alternative arrangement is stated, monthly and on completion.
Unless otherwise agreed:
Where the Contract is a construction contract to which the Housing Grants, Construction and Regeneration Act 1996, as amended, applies, Scribe’s invoice shall constitute Scribe’s payment notice and shall state the sum Scribe considers due at the Due Date and the basis on which that sum is calculated.
The Employer shall pay the notified sum by the Final Date for Payment unless a valid pay less notice is given.
Any pay less notice must be given not later than 7 days before the Final Date for Payment and must state the sum the Employer considers due and the basis on which that sum is calculated.
To the extent that any payment provision does not comply with applicable statutory requirements, the relevant provisions of the Scheme for Construction Contracts shall apply to the extent required by law.
No retention shall be deducted unless expressly stated in the Services Proposal.
Scribe does not accept pay-when-paid terms except to the limited extent permitted by law.
The Employer may make deductions required by law, including under the Construction Industry Scheme where applicable.
Overdue sums shall carry any interest, compensation and recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998.
Where Works are included, Scribe shall notify the Employer when it considers the Works to be practically complete.
Minor defects, omissions or outstanding items which do not materially prevent the Works being used for their intended purpose shall not prevent Practical Completion.
Where handover, testing, commissioning or certification information is expressly required by the Contract, Scribe shall provide the relevant information within a reasonable period.
Unless the Services Proposal states another period, Scribe shall rectify defects arising from its breach of its obligations relating to the Works which are properly notified within 12 months after Practical Completion.
Scribe is not responsible for defects or damage arising from:
The Employer shall give Scribe a reasonable opportunity to inspect and rectify an alleged defect before engaging others, except where urgent action is reasonably necessary.
Scribe may use suitable employees, sub-consultants, suppliers and sub-contractors to perform the Services.
Scribe remains responsible, subject to the Contract, for Services performed by persons directly engaged by Scribe.
Scribe is not responsible for consultants, contractors or other persons separately appointed by the Employer.
Where relevant Professional Services are sub-consulted, Scribe shall use reasonable endeavours to ensure that appropriate professional indemnity insurance is maintained and shall not knowingly prejudice material rights of recourse against its professional supply chain.
Copyright and other intellectual-property rights in documents, designs, reports, drawings, schedules, calculations, photographs, templates and other material prepared by or on behalf of Scribe remain vested in Scribe or the relevant third-party owner.
Subject to payment of sums properly due, Scribe grants the Employer a non-exclusive, royalty-free licence to use and reproduce Scribe’s project-specific material solely for purposes connected with the Project.
Scribe is not responsible for consequences arising from unauthorised alteration, reuse on another project or use for a purpose for which material was not prepared.
Each Party shall keep the other’s confidential information confidential and may disclose it only where reasonably required for the Project, professional advice, insurance or funding, or where required by law.
Each Party shall comply with applicable data-protection law. Personal information handled by Scribe shall be managed in accordance with Scribe’s Privacy Notice.
Unless expressly agreed otherwise, Scribe may identify the Employer and Project and use appropriate non-confidential project descriptions, photographs and information for credentials, case studies, tenders, proposals, website content, social media and other marketing.
Scribe shall maintain insurance appropriate to its business and the Services, subject to such insurance remaining available on commercially reasonable terms, and shall provide reasonable evidence of relevant insurance on request.
Any project-specific Works insurance, joint-names insurance, existing-structures insurance or other special insurance requirement must be expressly stated in the Services Proposal.
Unless expressly stated otherwise in the Services Proposal, each Party is responsible for arranging insurance for property for which it ordinarily bears the insurance risk, and Scribe does not undertake to provide joint-names, existing-structures or other project-specific Works insurance.
Nothing in the Contract excludes or limits liability for:
Subject to those exceptions:
Scribe’s total aggregate liability arising out of or in connection with the Contract shall not exceed £5,000,000.
Within that overall limit:
Scribe’s total aggregate liability arising from Professional Services, professional negligence or design shall not exceed £1,000,000.
Any different liability limit expressly stated in the Services Proposal shall take precedence.
Scribe shall only be liable for the proportion of any loss which it would be just and equitable for Scribe to bear having regard to Scribe’s responsibility and the responsibility of others who contributed to the loss.
For this purpose, it shall be assumed that every other person responsible for the loss has paid the proportion which it would be just and equitable for that person to pay.
Scribe shall not be liable for indirect or consequential loss or for loss of profit, revenue, business, opportunity or anticipated savings, except to the extent such liability cannot lawfully be excluded.
The Employer shall look only to Scribe, and not to Scribe’s individual directors, officers, employees or personnel, for any remedy arising out of the Contract.
No proceedings arising out of the Contract may be commenced against Scribe more than 6 years after completion of the relevant Services or Works or termination of Scribe’s appointment, as applicable.
Scribe is not required to provide any collateral warranty, third-party right, reliance letter, bond, guarantee or novation unless expressly included in the Services Proposal or subsequently agreed in writing.
Except that Scribe’s directors, officers, employees and personnel may rely on the protection expressly given to them under this clause, no person other than Scribe and the Employer shall have any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
The Employer shall not assign or transfer the Contract or any right under it without Scribe’s prior written consent.
Scribe may suspend all or part of the Services on written notice where:
Except where immediate suspension is reasonably necessary for health and safety, legal or regulatory reasons, Scribe shall give not less than 7 days’ written notice before suspending the Services under this clause.
Any statutory right of suspension shall apply in accordance with its applicable statutory notice requirements.
Scribe shall be entitled to a reasonable adjustment to time and payment for reasonable suspension, demobilisation and remobilisation consequences where the suspension was not caused by Scribe’s breach.
The Employer may terminate Scribe’s appointment for convenience by giving at least 14 days’ written notice.
Either Party may terminate the Contract where the other Party commits a material breach which is not remedied within a reasonable period after written notice, becomes insolvent or is prevented by law from continuing the Contract.
On suspension or termination, Scribe is entitled to payment for:
Scribe may submit an invoice for sums due following termination and the payment provisions in clause 9 shall apply.
A Party becoming aware of a material matter likely to give rise to a dispute should notify the other Party as soon as reasonably practicable.
The Parties shall first seek to resolve disputes through good-faith discussion between appropriate representatives.
Nothing in this process prevents either Party from exercising a statutory right to adjudication at any time.
Where the Contract is a construction contract to which the Housing Grants, Construction and Regeneration Act 1996, as amended, applies, either Party may refer a dispute to adjudication in accordance with the Act and, where applicable, the Scheme for Construction Contracts.
A notice under the Contract shall be in writing and may be delivered by hand, post or email to the address used or notified for contractual communications.
The Contract and any non-contractual obligations arising from it shall be governed by the laws of England and Wales.
Subject to any statutory right to adjudication, the courts of England and Wales shall have exclusive jurisdiction.
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