ACORUS TERMS AND CONDITIONS


1. DEFINITIONS AND GENERAL


1.1 “Client” means any person, partnership or company whose request for the provision of
services is accepted by Acorus.
1.2 For the avoidance of doubt Acorus itself shall have no liability whatsoever to the Client
under these conditions.
1.3 These conditions shall apply to all services provided by Acorus to the Client (“Services”)
unless otherwise agreed in writing. These conditions shall take effect to the exclusion of
any other terms and conditions of the Client or otherwise. No prior correspondence,
addition to, variation or waiver of these conditions shall be binding unless agreed in writing
by Acorus. The headings in these conditions shall not effect their construction or
interpretation.


2. RICS


2.1 Acorus Rural Property Services Ltd is regulated by RICS for the provision of surveying
services. This means we agree to uphold the RICS Rules of Conduct for Firms and all other
applicable mandatory professional practice requirements of RICS, which can be found at
www.rics.org. As an RICS regulated firm we have committed to cooperating with RICS in
ensuring compliance with its standards. The firm’s nominated RICS Responsible Principal is
Anthony Atkinson, Director, 01284 753271.


3. PROVISION OF SERVICES


3.1 Acorus shall provide the Services according to the written instructions received from
the Client from time to time for the fee agreed in writing. In default of agreement Acorus
shall charge for the Services at its usual rates for such work.
3.2 Where a member of Acorus’ staff is named as the person to provide the Services
Acorus shall be entitled, on giving reasonable notice, to use other staff of comparable skill
and experience to supply the Services.
3.3 Unless otherwise agreed in writing Acorus may correspond by the Internet or other
electronic media. In such cases Acorus will take reasonable steps to safeguard the security
of the information transmitted, but will not accept liability for its security and
confidentiality beyond these steps.


4. THE CLIENT’S OBLIGATIONS


4.1 The Client warrants that all information provided by or for him to Acorus will be full
and accurate.
4.2 The Client will be responsible for assessing the recommendations and advice given by
Acorus and for any commercial decisions that it makes. The Client is responsible for taking
into account the limitations in the instructions given to Acorus, and commercial and other
factors, of which the Client and its other advisors are, or should be aware.
4.3 The Client will ensure that all legislative health and safety requirements are complied
with in relation to employees of Acorus working on the Client’s premises.
4.4 The Client will ensure that its employees attending Acorus’ premises will comply with
statutory and Acorus’ health, safety, welfare, information technology and security
arrangements.
4.5 Delivery, maintenance and insurance of materials and equipment provided by the Client
shall be the responsibility of the Client. Acorus will be responsible for its own materials and
equipment.
4.6 The Client will indemnify Acorus against claims brought or threatened by third parties
(including all liabilities, losses, reasonable legal fees and internal management and
administrative costs arising from such claims) as a result of or connected with the Services
except to the extent that Acorus is legally liable to the Client.


5. PAYMENT TERMS


5.1 Unless otherwise agreed in writing all sums due to Acorus are due within 21 days of
invoice date. Acorus reserves the right unilaterally to vary payment terms by giving prior
written notice.
5.2 If any payment is not made to Acorus by the due date: (i) Acorus reserves the right to
cease to provide the Services and, if it thinks fit, terminate the contract; (ii) the Client
agrees that payment for all Services carried out by Acorus up to that date shall become due
and payable forthwith whether or not an invoice has been issued in respect of that work
and notwithstanding that 21 days may not have expired since the invoice date; and (iii) in
accordance with the Late Payment of Commercial Debts (Interest) Act 1998 Acorus reserves
the right to charge interest on any overdue payment at the rate of 8% above the base rate
of Acorus’ bankers in force from time to time and to charge an administration fee.
5.3 The Client shall reimburse Acorus for all expenses properly incurred by Acorus in the
discharge of the Services.
5.4 Acorus will add VAT to its charges and expenses at the applicable rate then in force.
5.5 Acorus reserves the right to take up credit, bank and other references.
5.6 Acorus will charge £25 for each cheque that is dishonoured by the Bank.
6. ACORUS’ WARRANTIES AND LIABILITY
6.1 Acorus will use reasonable skill and care in carrying out the Services. Acorus advice is
based upon the business climate and circumstances prevailing at the time the advice is
given. Acorus accepts no responsibility for any external factors which may later change or
fluctuate or of which Acorus cannot reasonably be expected to be aware.
6.2 The parties agree that Acorus’ advice will only apply in the context of the instructions
given by the Client to Acorus. Acorus will not accept liability for use by the Client in any
other circumstances.
6.3 Any advice or recommendations given by Acorus as part of the Services will not be
binding on Acorus unless confirmed by Acorus in writing.
6.4 Any work carried out for the Client by Acorus outside the Services and for which Acorus
does not charge the Client shall not be, or deemed to be, subject to any contract between
Acorus and the Client. Acorus will not expect or agree to the Client relying upon such work
and Acorus excludes all liability in contract and in tort, including for negligence, for such
work.
6.5 Acorus will not be liable for any of the following arising from provision of the Services
(including arising from Acorus’ negligence): (i) loss of anticipated profits or expected future
business; (ii) damage to reputation or goodwill; (iii)
damages, costs or expenses payable by the Client to any third party; (iv) loss of any order or
contract; or (v) indirect or consequential loss of any kind.
6.6 Acorus will not be liable for (i) any failure or delay in carrying out the Services
attributable to any act or omission, or delay by the Client, its employees or contractors; or (ii)
any products supplied by a third party.
6.7 The Client shall bring any claim related to the Services within two years of (i) the relevant
incident; or (ii) the date when the Client ought reasonably to have been aware of the
existence of the claim. Acorus excludes liability for claims brought outside this time limit.
6.8 The liability of Acorus in contract, negligence or otherwise relating to the Services shall
be limited to the reasonable cost of remedying any defect in the Services or other matter
constituting a breach and in no circumstances shall the liability of Acorus exceed the greater
of £100,000 or one-and-one-half times the total paid by the Client to Acorus for the Services.
6.9 Nothing in this clause 5 shall limit the liability of Acorus for death or personal injury
caused by its negligence.


7. TERMINATION


7.1 Without prejudice to their other rights, a party may terminate the contract if (i) the other
party commits a material irremediable breach or fails to remedy a material and remediable
breach within 21 days of receipt of written notice to do so; (ii) the other party has an
administrator or administrative receiver appointed over all or any of its assets or goes into
insolvent liquidation; or (iii) an event within the scope of condition 9.2 prevents or delays
Acorus from carrying out the Services for 60 consecutive days or more.
7.2 Payment for all Services carried out up to and including the date of termination shall be
due on termination by the client pursuant to condition 6.1.
7.3 Payment due on termination by Acorus pursuant to condition 6.1 shall include: (i)
payment for all Services carried out up to and including the date of termination; and (ii)
reimbursement to Acorus of the cost of any commitments entered into by Acorus on the
assumption that it would supply all the Services.


8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY


8.1 Subject to the following and to clause 2.3 Acorus will treat as confidential all trade
secrets and confidential information received from the Client relating to the Services
concerning the Client or its business. Acorus will not disclose such information to a third
party without the prior written consent of the Client. Acorus may use information obtained
while providing the Services for the compilation of statistics.
8.2 All information and advice provided by Acorus to the Client is for the sole use of the
Client and shall not be disclosed or made available by the Client to any third party without
the prior written consent of Acorus.
8.3 Neither party shall be prevented from disclosing information which: (i) is or becomes
public knowledge; (ii) is or becomes known from other sources without restriction on
disclosure; (iii) is required to be disclosed by law; or (iv) the recipient party can prove is or has
been independently developed by the recipient.
8.4 The Client will neither display nor use either the name “Acorus” or the Acorus logo nor
will the Client disclose to any third party Acorus’ involvement in the Services without the
prior written consent of Acorus, unless legally required to do so.
8.5 All copyright in working papers, reports and other materials produced by Acorus shall
vest in Acorus, but the Client may circulate copies of such within its own organisation.
Copyright to use plans and reports will cease should fees become overdue, i.e. non-payment
within 21 days of invoice date. Acorus reserves the right to inform recipients of any Acorus
reports/plans that the copyright to use no longer exists.


9. ACORUS STAFF


9.1 The Client shall not during the provision of the Services or within 6 months after the
completion of the such without Acorus’ prior written consent offer employment to any
member of Acorus staff (of the level of consultant or higher) who has carried out work in
connection with the Services or engage any such person either directly or indirectly to
provide services to the Client.
9.2 If the Client is in breach of condition 8.1 the Client agrees to pay to Acorus, on demand, a
sum equal to 30% of the total annual remuneration package paid by Acorus to the member of
its staff concerned prior to his/her departure. The Client acknowledges that this sum
represents a genuine and fair assessment of the likely loss to Acorus.


10. MISCELLANEOUS


10.1 If two or more parties engage Acorus to supply Services in respect of a particular
contract then such parties shall be jointly and severally liable for payment for the Services.
10.2 Acorus will not be liable for any failure or delay in carrying out the Services due to any
circumstances beyond its reasonable control.
10.3 Any notice by either party shall be deemed to have been properly given if delivered by
hand, or sent by first class recorded delivery post to the other party at its address notified in
writing, and shall be deemed to have been delivered two working days after the date of
posting.
10.4 Any condition found to be invalid or unenforceable shall be severed, and the remaining
conditions shall continue to be valid and enforceable as if the contract had been agreed
without the invalid or unenforceable condition.
10.5 The contract to which these terms and conditions apply shall be governed by English
law and the parties submit to the non-exclusive jurisdiction of the English courts.
10.6 Conditions 7 and 8 shall remain enforceable irrespective of termination of the contract
or completion of the Services for whatever reason. Termination or completion shall not
prejudice the accrued rights or liabilities of either party.
10.7 A person who is not a party to this Contract has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any condition of this Contract. This does not affect any
right of a third party which exists other than pursuant to that Act.
10.8 Acorus operates a Complaints Handling Procedure; details can be viewed on the website
(www.acorus.co.uk) or a hardcopy can be obtained from our head office at The Old Market
Office, 10 Risbygate Street, Bury St Edmunds, Suffolk, IP33 3AA, Tel: 01284 753271.
December 2020