RPM Consultants - Terms and Conditions

These Terms and Conditions apply to the provision of Services by us, RPM Consultants, a trading name of Resources Productivity Management Limited, a company registered in England under number 01953431, whose registered address is at 500 Charlotte Road, Sheffield, S2 4ER (referred to as “the Company/we/us/our”).

1. Definitions and Interpretation

   1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

      “Agreement” means the contract into which you and we will enter if you accept our Proposal. The Agreement will incorporate, and be subject to, these Terms and Conditions; “Client/you/your” means the business accepting our Proposal or placing an order with us. Where an individual is entering into the Agreement on behalf of a business, that individual confirms they have the authority to legally bind and enter into the Agreement on behalf of that business and the business will be our Client in the context of the Agreement;

      “Proposal” means the proposal we will give to you as set out in clause 2 which, unless otherwise specified, remains open for acceptance for a period of 30 days and sets out our entire scope of works; “Services” means the energy consultancy and any other Services we will provide to you in accordance with the Proposal; and

      “Term” means the initial term of the Agreement as set out in the Proposal, and any subsequent term.

   2. Each reference in these Terms and Conditions to:
      1. “writing/written” includes emails;
      2. a statute or provision of a statute refers to that statute or provision as amended or re-enacted at the relevant time;
      3. a "party" or the "parties" refer to the parties to these Terms and Conditions and includes their employees, agents and sub-contractors;
      4. “these Terms and Conditions” refers to these Terms and Conditions; and
      5. a clause refers to a clause of these Terms and Conditions.
   3. The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation. Words signifying the singular number include the plural and vice versa. References to persons include corporations.

2. The Agreement

   1. We will prepare and submit a Proposal to you which will set out the Services to be carried out and our fee for doing so. By accepting our Proposal, electronically or otherwise, or placing an order with us, you are accepting these Terms and Conditions and a legally binding Agreement incorporating these Terms and Conditions will be formed between you and us.
   2. No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
   3. You are responsible for the accuracy of any information you submit to us and for ensuring that our Proposal and proposed scope of works reflect your requirements. Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to adjust it.

3. Set-up, Timescales and Site Visits

   1. All Services will be carried out during our normal working hours (Monday – Friday, 9am – 5pm, excluding bank holidays in England). Works required outside of these hours will be subject to our availability and may incur additional costs.
   2. We will arrange for an engineer to attend site wherever possible, before the initial Term starts, to audit and investigate the current energy situation. This will be charged as part of the set-up fee, which is due and payable in advance unless otherwise agreed. The set-up fee will remain payable, and is non-refundable, even where the Services cannot proceed if this is through no fault of our own.
   3. Where we agree to attend site visits or meetings, we require no less than 48 hours’ notice to rearrange or cancel a confirmed date. We reserve the right to charge for any costs we incur where such notice is not provided.
   4. We may provide estimated timescales for the works to be carried out. Such timescales are dependent on information required from you and third parties, as well as other factors outside of our control, therefore, they represent a guideline only and are not of the essence of the Agreement.

4. The Services

   1. Once the Agreement is formed as set out in clause 2, it will continue for a minimum Term of 12 months, or such other Term as set out in the Proposal. The Agreement will then be automatically renewed, on these same Terms and Conditions, for further Terms of 12 months, until it is terminated in accordance with clause 7.
   2. You will need to provide us in a timely manner with such information as we may reasonably request, at the start of the initial Term and in the event of any changes. This includes, but is not limited to, a list of current tenants at the site, their tenancy start and end dates, and meter readings. You agree to notify us in writing of any changes in tenants or to the structure of the building or any equipment within it that may impact on our Services. If we are not notified in advance, and we discover that any changes have occurred, we reserve the right to charge for any additional time spent on the Services as a result.
   3. You must comply with all applicable health and safety legislation and regulations whilst we are working on site during the provision of the Services.

5. Fees and Payment

   1. We will invoice for our Services on a quarterly basis, unless otherwise agreed in writing.
   2. Payment is due strictly within 30 days from the date of our invoice, in full, in pounds sterling, without set-off, withholding or deduction.
   3. All prices quoted are exclusive of VAT, where applicable.
   4. Payment for our Services remains due, regardless of whether the tenant or other third party has paid their applicable bill(s) or not, and the time for payment is of the essence of the Agreement. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We will also charge for any costs we incur in attempting to recover any outstanding debt.
   5. We also reserve the right to charge you for our reasonable travelling time, mileage and other travel expenses and for any materials, goods and additional Services supplied by us at your request. Any additional Services will be charged in accordance with our current rate in effect at the time of the performance or such other rate as may be agreed.
   6. We reserve the right to adjust our fees periodically and will give you no less than 3 months’ notice of this in writing, prior to the end of the then-current Term.

6. Variation and Amendments

   1. If you wish to vary the Services to be provided, please notify us as soon as possible. We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
   2. If we have to make any change in the arrangements relating to the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.

7. Termination

   1. The Agreement will continue in force for a minimum initial Term of 12 months (or such other Term as set out in the Proposal) and then it will continue on a rolling 12-month basis, on these same Terms and Conditions, until it is terminated in accordance with this clause 7.
   2. You may terminate the Agreement by giving us no less than 3 months’ written notice prior to the end of the then-current Term.
   3. We may terminate the Agreement at any time by giving you no less than 30 days’ written notice.
   4. The fees will continue to be due and payable, and we will continue to provide the Services, throughout any period of notice.
   5. Either party may terminate the Agreement immediately if the other party:
      1. has failed to make any payment on time or committed any other material breach of the Agreement, unless the breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so;
      2. ceases, or threatens to cease, to carry on business, goes into bankruptcy or liquidation either voluntary or compulsory (except for bona fide corporate reconstruction or amalgamation), becomes subject to an administration order, a receiver is appointed in respect of the whole or any part of its assets or anything similar occurs.
   6. All payments made are non-refundable and if at the termination date we have provided Services that you have not yet paid for, we will invoice you for those sums and all payments owed to us will become immediately due and payable.
   7. Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Agreement will survive termination under this clause 7 on a pro-rata basis.

8. Intellectual Property Rights

   1. We will, when requested, provide such necessary documents as we are required to provide under the Agreement. Any such documentation will be submitted in our normal standard format only. If additional copies or contract specific requirements are needed, we reserve the right to apply additional charges.
   2. Copyright and any other intellectual property rights in all such documents will remain vested in us, but insofar as we are entitled to do so, we will grant you a royalty-free, non-exclusive licence to use and reproduce said documents for your own use solely in connection with the Services. The licence will become effective only provided all payments due under the Agreement are paid on time and in full. You may not sub-licence these rights without our prior written permission.
   3. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
   4. We will have no liability for any improper use of the documents other than that for which they are prepared, or for amendments to the documents once they have been provided to you, such amendments being done entirely at your own risk, and you agree to indemnify us from and against any loss arising from such improper use or amendments.
   5. You warrant that any document or instruction given to us will not cause us to infringe any intellectual property or other legal rights in the provision of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for any such infringement which results from our use of any information supplied by you or your breach of the Agreement.

9. Liability and Indemnity

   1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
   2. Except as provided in clause 9.1, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Agreement, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, sub-contractors or otherwise) in connection with the performance of our obligations under the Agreement. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
   3. In the event of a breach by us of our express obligations under the Agreement, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Agreement in the preceding 12-month period.
   4. We may provide professional advice and recommendations in relation to the Services, but we cannot accept responsibility for any actions taken as a result of such advice or recommendations. Further, we will not be liable should our professional advice not be taken.
   5. Any marketing literature we may provide is presented in good faith as a guide to represent the Services offered and does not form part of the Agreement. None of our employees or agents are authorised to make any representation concerning the Services unless we confirm this in writing. You acknowledge that you do not rely on and waive any claim for breach of any such representations which are not confirmed.

10. Restrictive Covenants:

    Neither party will, throughout the term of the Agreement and for a period of 12 months after its termination or expiry, without the other party’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other.

11. Force Majeure:

    Neither party will be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond that party’s reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, earthquake, epidemic, act of terrorism or war, governmental action or any other event beyond the control of the party in question.

12. Assignment and Sub-Contracting

    1. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these terms and conditions.
    2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these terms and conditions, without your prior consent.

13. Confidentiality:

    Both parties agree that they will not use any confidential information provided by the other party, other than to perform their obligations under the Agreement. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.

14. Data Protection

    1. Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018, the General Data Protection Regulation 2016 and any subsequent amendments.
    2. If you provide us with, or allow us access to, the personal data of any other person (for example, your tenants’ data), it is your responsibility to obtain permission from those persons to pass their data to us, as a third party. We will only use that data to provide our Services and will not use it for any other purpose.
    3. For further information, please refer to our privacy policy, copies of which are available on request.

15. Other Important Terms

    1. Nothing in the Agreement will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
    2. No failure or delay by either party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
    3. If one or more of the provisions of these Terms and Conditions or the Agreement are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Agreement). The remainder of these Terms and Conditions and the Agreement will be valid and enforceable.
    4. No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 will not apply to the Agreement.
    5. Notices will be deemed to have been duly received and properly served 24 hours after an email is sent, or 3 working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

16. Law and Jurisdiction

    1. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
    2. Any dispute, controversy, proceedings or claim between you and us relating to the Agreement or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.