1. Agreement

1.1. These terms together with any Letter of Engagement and any special terms agreed outside of those aforementioned, set out the terms on which HRE GROUP LTD will provide services to you, the client. Each of the provisions provided in the Agreement (i.e. these terms and Letter of Engagement) are severable and distinct from the others.

1.2. The Letter of Engagement shall prevail to the extent of any conflict between the terms, any special terms and the letter of engagement and the special terms shall prevail over these Terms. The Agreement supersedes any previous arrangement concerning its subject matter. Unless the Parties (i.e. HRE GROUP LTD and the client) agree otherwise, these terms shall apply to any future instructions from the client although such instructions may be subject to additional special terms and a specific Letter of Engagement may be issued.

2. Interpretation

2.1 Special Terms has the meaning, save for the terms set out in the Letter of Engagement, any terms and conditions agreed in writing between the Parties to be additional to and/or take precedence over these Terms.

2.2 Agreement means any Letter of Engagement, any Special Terms and these Terms.

2.3 Services means the Services set out in the Letter of Engagement or as otherwise agreed in writing between the Parties.

3. Services

3.1 HRE GROUP LTD shall provide the Services using reasonable care and skill and shall carry out the Services in accordance with the client’s reasonable instructions as long as they do not conflict with the Agreement or applicable law, regulation and professional rules. Our services do not include inspection for Japanese Knotweed or other invasive plant species.

3.2 HRE GROUP LTD has no obligation to provide Services beyond the scope of what is agreed in writing between the Parties.

3.3 HRE GROUP LTD shall use reasonable endeavours to meet any performance dates specified by the Client but shall not have any obligation to do so unless specifically agreed in writing. HRE GROUP LTD shall not be responsible for any failure to meet performance dates due to causes outside its reasonable control and time shall not be of the essence for performance of the Services.

3.4 HRE GROUP LTD shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulation, safety requirement, or which do not materially affect the nature or quality of the Services and HRE GROUP LTD shall notify the Client in any such event.

3.5 Without prejudice to clause 7.2(b), if HRE GROUP LTD becomes aware of a conflict of interest, it shall advise the Client and take reasonable steps to recommend a course of action.

4. Client Obligations

4.1 The Client shall notify HRE GROUP LTD promptly if it considers that any details or requirements set out in the Letter of Engagement and any Special Terms are incomplete or inaccurate, co-operate with HRE GROUP LTD in all matters relating to the Services and promptly provide HRE GROUP LTD with such information and materials as it may reasonably require in order to supply the Services, and warrants that such information is complete and accurate.

4.2 In the event of any act or omission by the Client in breach of the Agreement or failure by the Client to perform any relevant obligation, HRE GROUP LTD shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default. HRE GROUP LTD shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Client Default.

5. Payments

5.1 Whenever possible, the fees and expenses (if known) for the Services shall be as set out in the Letter of Engagement. Where fees and expenses for the Services are not specified in writing, HRE GROUP LTD shall be entitled to a fair and reasonable fee by reference to time spent undertaking the Services plus reimbursement of any expenses incurred by HRE GROUP LTD.

5.2 All amounts payable by the Client under the Agreement are exclusive of value added tax (VAT) or similar taxes which the Client shall pay at the applicable rate.

5.3 If the Client fails to make any payment due to HRE GROUP LTD under the Agreement by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4.00% per cent per annum above National Westminster Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount and HRE GROUP LTD legal and administrative costs in recovering the overdue amount.

5.4 The Client shall also be liable to pay all costs, fees, disbursements and charges including legal fees and costs reasonably incurred by HRE GROUP LTD in the recovery of any unpaid invoices regardless of the value of the claim.

5.5 If termination of the Agreement takes place prior to the Services being completed, HRE GROUP LTD shall without limitation to its other rights and remedies under this Agreement or at law be entitled to receive from the Client a reasonable fee proportionate to the part of the Services performed to the date of termination.

5.6 Where payment of any invoice is made by a third party or an agent on behalf of the Client, the Client confirms that such payment is duly authorised and irrevocable. Any payment so made shall be deemed valid settlement of the Client’s liability under the Agreement. Subject to clause 9.6 where applicable, no refund or clawback shall be made to the payer once the Services have been delivered, save in the case of manifest invoicing error. The Client shall remain primarily liable for all amounts due under this Agreement irrespective of whether payment is made directly by the Client or by an authorised third party.

5.7 In the event of a dispute referred to adjudication, mediation, or other formal resolution process, and where a decision is found substantially in favour of HRE GROUP LTD, the Client shall reimburse all reasonable and properly incurred legal fees, professional costs, and adjudicator’s fees, unless otherwise determined by the adjudicator or agreed in writing.

6. Liability to the Client

6.1 Save in respect of HRE GROUP LTD’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or for fraud or fraudulent misrepresentation (which is not excluded or limited in any way):

a) HRE GROUP LTD shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue or loss of anticipated savings, or for any indirect, special or consequential loss arising under or in connection with the Agreement; and

b) HRE GROUP LTD’s total aggregate liability to the Client in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the lower of:

(i) 1.00% of the property value at the time of the Services; and

(ii) £200,000,

and in any event shall not exceed the level of professional indemnity insurance maintained by HRE GROUP LTD at the time the claim arises, such limit being inclusive of defence costs where applicable.

c) The Client acknowledges that this limitation of liability is reasonable having regard to the nature of the Services and the availability of professional indemnity insurance.

6.2 HRE GROUP LTD shall have no liability for the consequences, including delay in or failure to provide the Services:

a) Due to any failure by the Client or any representative or agent of the Client to provide information or other material that HRE GROUP LTD reasonably requires promptly or where that information or material provided is inaccurate or incomplete

b) To the extent that the Client or someone on the Client’s behalf for whom HRE GROUP LTD is not responsible is responsible, and where HRE GROUP LTD is one of the parties liable in conjunction with others, HRE GROUP LTD’s liability shall be limited to the share of loss reasonably attributable to HRE GROUP LTD on the assumption that all other parties pay the share of loss attributable to them (whether or not they do); or

c) Due to any failure by the Client or any representative or agent of the Client to follow HRE GROUP LTD’s advice or recommendations.

6.3 HRE GROUP LTD owes no duty of care and has no liability to anyone but the Client unless specifically agreed in writing by HRE GROUP LTD.

6.4 The Client agrees to indemnify and keep indemnified HRE GROUP LTD against all Claims relating to matters which the Client is responsible for insuring under the Agreement, arising from a breach of the Agreement by the Client; or the safety of any third party entering any premises. This clause shall survive termination of the Agreement.

6.5 Time Limitation. No action or proceedings may be commenced against HRE GROUP LTD after the expiry of six years from the date of the Services, or (if later) three years from the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, provided that in any event no such action or proceedings shall be commenced more than fifteen years after the date of the Services.

7. Termination

7.1 Without limiting its other rights or remedies, either Party may terminate the Agreement by giving the other Party 28 day’s written notice.

7.2 Without limiting its other rights or remedies, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:

a) The other Party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing to do so;

b) A conflict of interest arises which pursuant to any relevant professional code of conduct prevents HRE GROUP LTD continuing to act for the Client; or

c) The other Party becomes Insolvent.

7.3 On termination of the Agreement for any reason, the Client shall immediately pay to HRE GROUP LTD all of HRE GROUP LTD’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted and associated expenses, HRE GROUP LTD shall submit an invoice, which shall be payable by the Client immediately on receipt all subject to clause 9.6 where applicable.

8. Data Protection

8.1 HRE GROUP LTD will process personal data in accordance with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

8.2 Personal data provided by the Client will be used for the purposes of:

(a) providing the Services;

(b) complying with legal and regulatory obligations; and

(c) internal administration.

8.3 Further details of how we collect, use and store personal data, including your rights in relation to that data, are set out in our Privacy Policy, which is available on request or via our website.

9. General

9.1 Third parties. A person who is not a Party to the Agreement shall not have any rights to enforce its terms unless specifically agreed in writing.

9.2 Variation. Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is provided agreed in writing and signed by both parties.

9.3 Complaints. Before taking any other action against HRE GROUP LTD the Client agrees to use HRE GROUP LTD’s complaints procedure, which is available on request.

9.4 Anti-bribery. Both parties shall comply with all applicable laws, statutes, regulations, relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

9.5 Governing Law. The Agreement and any disputes arising from it (including non-contractual claims and disputes) are governed by English Law.

9.6 Consumer Contracts Regulations and Cancellation. Where the Client is an individual acting for purposes wholly or mainly outside their trade, business or profession (a “Consumer”), and the Agreement constitutes a distance contract or an off-premises contract, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“CCR”) shall apply.

9.6.1 The Consumer has the right to cancel the Agreement within 14 days of entering into it, without giving any reason.

9.6.2 Where the Consumer requests that HRE GROUP LTD commence the Services within the 14-day cancellation period, the Consumer expressly agrees to such early commencement. In particular, where an inspection or other material step in the provision of the Services is arranged at the Consumer’s request within that period, this shall constitute an express request by the Consumer for the Services to begin during the cancellation period.

9.6.3 The Consumer acknowledges that:

(a) if the Services are fully performed within the 14-day cancellation period, the right to cancel will be lost; and

(b) if the Consumer cancels after requesting early commencement but before the Services are fully performed, the Consumer shall be liable to pay a reasonable amount for the Services supplied up to the point of cancellation.

9.6.4 For the purposes of clause 9.6.3, a reasonable amount shall be calculated by reference to the time reasonably spent in the performance of the Services and the resources allocated, at HRE GROUP LTD’s standard charging rates, being:

(a) £150 plus VAT (£180 gross) per hour where the Services are performed by a Surveyor;

(b) £225 plus VAT (£270 gross) per hour where the Services are performed by an Associate; and

(c) £300 plus VAT (£360 gross) per hour where the Services are performed by a Director.

9.6.5 Where an inspection or other agreed appointment is cancelled or postponed by the Client within 24 hours of the agreed date and time, HRE GROUP LTD reserves the right to charge a reasonable fee reflecting the time and resources allocated to the instruction, including surveyor time, administrative time, travel time and diary commitment, calculated by reference to the hourly rates set out in clause 9.6.4.

9.6.6 Nothing in this clause affects the statutory rights of a Consumer under the CCR or the Consumer Rights Act 2015.