1. Basis of Supply

1. Alkali shall supply, and the Client shall purchase, the services (the “Services”) subject to these Terms, which govern the contractual relationship (the “Contract”) to the exclusion of any other terms.
2. No variation is binding unless agreed in writing.
3. The Contract is formed when the Client accepts Alkali’s quotation by written or verbal order, and Alkali confirms it in writing.
4. The scope of Services is only as defined in Alkali’s quotation or tender document.
5. Amendments may be requested at any time. Alkali may:
   • charge additional sums for any material loss caused by amendments; or
   • refuse amendments where, in Alkali’s opinion, material losses would occur.

2. Obligations of Alkali Environmental Limited

2.1 Alkali shall:

1. Carry out the Services specified in the written quotation (as varied under Clause 1.2).
2. Exercise the skill and care ordinarily exercised by competent engineering/science professionals under similar conditions, subject to time, financial and physical constraints. No fitness‑for‑purpose warranty is given.
3. Complete the Services by any dates specified in correspondence, or otherwise within a reasonable period.
4. Maintain Professional Indemnity Insurance of £1,000,000 per claim with £1,000,000 aggregate.
5. Appoint, pay and be responsible for sub‑contractors/sub‑consultants/laboratories as Alkali reasonably considers necessary.

2.2 Reliance on information

Alkali may rely on information provided by the Client unless the information is obviously inaccurate.

2.3 Suspension/termination for non‑payment

Alkali may suspend or terminate the Services if any invoice remains unpaid.

2.4 Exclusion of implied terms

Except as stated in 2.1.2, all warranties/conditions implied by statute or common law are excluded to the extent permitted by law.

3. Obligations of the Client

3.1 The Client shall:

1. Pay Alkali per the accepted quotation(s).
2. Make payment within 30 days of the invoice date. For supply of goods: 50% deposit on order; balance within 30 days of supply/installation/commissioning.
3. Notify Alkali of any disputed item within 30 days of invoice date; undisputed amounts remain payable under 3.1.2.
4. Not hinder Alkali; and provide, free of charge, all relevant data/reports/plans/drawings and other information in its possession.
5. Indemnify Alkali against all claims, proceedings, damages, costs and expenses (including legal costs) arising out of or in connection with the Services where either:
   • despite Alkali’s use of skill and care the loss occurs; or
   • the loss arises from the Client’s breach of this Agreement.
6. Provide details of any services/obstructions/features on site unless the quotation states Alkali will obtain them.

3.2 Equipment hire (where applicable)

1. The hirer must maintain appropriate insurance for the duration of the hire.
2. If hired equipment is damaged, the hirer is liable for full repair cost, or new‑for‑old replacement if beyond repair.

4. Liability

1. Death or personal injury: liability is unlimited.
2. Otherwise, Alkali’s total liability (contract/tort/debt/statutory duty/otherwise) is limited to the lowest of:
   1. the amount recoverable under Alkali’s PI insurance (Clause 2.1.4); or
   2. the sum Alkali ought reasonably to pay having regard to its share of responsibility, assuming all others responsible have paid a just and equitable contribution ignoring any liability caps in their contracts; or
   3. five times Alkali’s total fee for the Services.
3. Alkali shall not be liable for loss of profits, goodwill, special, indirect or consequential loss, including third‑party actions against the Client.

5. Delays and Force Majeure

1. Alkali is not responsible for damages or delays caused by events beyond reasonable control, including: strikes, lock‑outs, labour disputes, compliance with law, acts/omissions of authorities, storms, floods, epidemics, war/terrorism/riot/civil disorder, or inability (with reasonable diligence) to supply personnel, information or materials. Alkali will use reasonable efforts to overcome difficulties and resume the schedule. Delays >30 days allow either party to terminate or renegotiate.
2. Delays under this clause, and Client‑caused delays, extend the completion date. Alkali shall be paid for Services performed to the delayed date plus reasonable delay charges (including rescheduling/reassignment and related costs).

6. Copyright

1. Copyright in all drawings, software, reports, specifications, bills of quantities, calculations and other documents/information (“Intellectual Property”) prepared by or for Alkali remains vested in Alkali. Subject to full payment, the Client receives a non‑transferable licence to copy/use IP for purposes directly related to the Services. The Client shall not copy/use the IP for other works or pass it to third parties without Alkali’s prior written approval.
2. Alkali is not liable for use of the IP by any person for any purpose other than that for which it was prepared.

7. Time Limit for Bringing Claims

No action or proceedings under or in connection with this Agreement may be commenced after 6 years from the date Alkali completes the Services.

8. Third Parties

1. Alkali has no obligation to provide collateral warranties or letters of reliance unless agreed in writing before execution of this Agreement.
2. Alkali owes no duty to any third party regarding the Services or any reports/estimates/recommendations (oral or written).
3. If the Client discloses Alkali’s reports/estimates/recommendations to a third party, the Client shall make the third party aware of Clause 8.2.
4. Nothing in this contract confers (or purports to confer) any benefit or right of enforcement on any third party (including under the Contracts (Rights of Third Parties) Act 1999).
5. The Client may assign the benefit/burden of this Agreement only with Alkali’s express consent, at Alkali’s sole discretion.

9. Data Protection

If Alkali is required by the Client to process any personal data (as defined by the Data Protection Act 1998), Alkali will act as data processor and process in accordance with the Act. The Client, as data controller, shall comply with its obligations and indemnify Alkali for losses/costs arising from Alkali’s processing in accordance with the Contract.

10. Confidentiality

1. Each party shall keep confidential (with the same protection used for its own confidential information) all information concerning the other party’s business and affairs obtained pursuant to or in contemplation of this Agreement; use it only for the purposes of this Agreement; and disclose it only to those directors/employees to whom disclosure is reasonably necessary.
2. These obligations survive termination but do not apply where the recipient can demonstrate the information:
   • was already in its possession and freely disposable prior to receipt under 10.1;
   • is disclosed later by a third party without confidentiality obligations and not derived from the discloser; or
   • enters the public domain through no act/default of the recipient, its agents or employees.

11. General

1. If any provision is held invalid or unenforceable (in whole or in part) by a competent authority, the remaining provisions remain in force.
2. No waiver by Alkali of any breach by the Client is a waiver of any subsequent breach.
3. Disputes/issues shall be escalated to appropriate managers for good‑faith discussions to resolve them.

12. Governing Law and Jurisdiction

This Agreement is governed by English law, and the parties submit to the non‑exclusive jurisdiction of the English courts.

13. Termination

Alkali or the Client may terminate for material breach, change in circumstances, insolvency, or mutual agreement. The terminating party must give 30 days’ written notice. The parties shall attempt negotiation, and if unsuccessful, mediation and arbitration before termination. Upon termination, the parties shall settle outstanding amounts, return assets/documents, and continue to observe copyright, data protection and confidentiality obligations.

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Acceptance

Your acceptance of these terms is deemed upon issue of a Purchase Order, acceptance of the Site‑Specific Protocol, and/or commencement of the work/equipment hire.