Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions, the following definitions apply:

"Client" means the person, firm, or company who engages the Consultant to provide the Services;

"Consultant" means Wessex Ecology Ltd, a company registered in England and Wales under company number 11115350 whose registered office is at Home Farm House, Humber Lane, Tidworth, Wiltshire SP9 7BE;

"Fees" means the fees payable by the Client for the Services as set out in the Engagement Letter or as otherwise agreed in writing;

"Engagement Letter" means the letter or email confirming the Client's instruction of the Consultant and the scope of Services to be provided;

"Instruction" means the Client's written agreement to engage the Consultant to provide the Services;

"Services" means the consultancy services to be provided by the Consultant as described in the Engagement Letter;

"Terms" means these terms and conditions as amended from time to time.

References to "writing" or "written" include email unless otherwise stated.

2. APPLICATION OF TERMS

2.1 These Terms apply to all Services provided by the Consultant to the Client.

2.2 These Terms prevail over any terms or conditions contained in or referred to in any correspondence or documentation issued by the Client, unless expressly agreed otherwise in writing by a director of the Consultant.

2.3 By instructing the Consultant, the Client agrees to be bound by these Terms.

3. ENGAGEMENT AND SCOPE OF SERVICES

3.1 The Consultant shall provide the Services described in the Engagement Letter with reasonable skill and care.

3.2 The Consultant shall use reasonable endeavours to meet any performance dates specified in the Engagement Letter, but any such dates are estimates only and time shall not be of the essence.

3.3 The scope of Services may be varied by written agreement between the parties. Any variation may result in adjustment of the Fees.

4. FEES AND PAYMENT

4.1 The Client shall pay the Fees upon Instruction unless alternative payment terms are agreed in writing.

4.2 Payment on Instruction means that the Client must pay the full Fees (or such deposit as specified) before the Consultant commences work on the Services.

4.3 Fees may be calculated on a fixed fee basis, time-based basis, or such other basis as set out in the Engagement Letter.

4.4 All Fees are exclusive of VAT, which shall be added at the prevailing rate where applicable.

4.5 Payment shall be made by bank transfer, card payment, or such other method as the Consultant may specify.

4.6 If payment is not received within 7 days of Instruction, the Consultant reserves the right to suspend or cancel the engagement without liability.

4.7 The Consultant reserves the right to charge interest on late payments at the rate of 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.8 All expenses reasonably incurred by the Consultant in performing the Services (including travel, accommodation, and materials) shall be recharged to the Client unless otherwise agreed in writing.

5. CLIENT OBLIGATIONS

5.1 The Client shall:

(a) provide the Consultant with all information, documentation, and access reasonably required to perform the Services;

(b) respond promptly to requests from the Consultant;

(c) ensure that all information provided to the Consultant is accurate and complete;

(d) obtain all necessary approvals and consents required for the Consultant to perform the Services.

5.2 The Consultant shall not be liable for any delay or failure to perform the Services resulting from the Client's failure to comply with its obligations under clause 5.1.

5.3 If Client delays or failures cause the Consultant to incur additional time or costs, the Consultant reserves the right to charge additional Fees on a time basis.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All intellectual property rights in any materials, documents, or work product created by the Consultant in the course of providing the Services ("Deliverables") shall remain the property of the Consultant until the Fees have been paid in full.

6.2 Upon receipt of full payment, the Consultant grants to the Client a non-exclusive, perpetual, royalty-free licence to use the Deliverables for the Client's internal business purposes.

6.3 The Client shall not be entitled to use the Consultant's name, logo, or branding without prior written consent.

6.4 All intellectual property rights in the Consultant's methodologies, processes, know-how, and pre-existing materials shall remain the property of the Consultant.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential all information of a confidential nature disclosed by the other party and shall not disclose such information to any third party without prior written consent.

7.2 The obligations in clause 7.1 shall not apply to information that:

(a) is or becomes publicly available other than through breach of this clause;

(b) is already in the possession of the receiving party;

(c) is independently developed by the receiving party;

(d) must be disclosed by law or regulatory requirement.

7.3 The Consultant may disclose confidential information to its employees, subcontractors, and professional advisers on a need-to-know basis, provided they are bound by similar confidentiality obligations.

7.4 The obligations in this clause 7 shall survive termination of the engagement.

8. DATA PROTECTION

8.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018.

8.2 Where the Consultant processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement if required by applicable data protection laws.

9. LIABILITY AND INSURANCE

9.1 Nothing in these Terms shall limit or exclude liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be limited or excluded by law.

9.2 Subject to clause 9.1, the Consultant's total aggregate liability to the Client in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of or in connection with the Services shall be limited to the Fees paid by the Client for the specific Services giving rise to the claim.

9.3 Subject to clause 9.1, the Consultant shall not be liable for:

(a) loss of profits, revenue, business, or anticipated savings;

(b) loss of or damage to goodwill or reputation;

(c) loss of data;

(d) any indirect or consequential losses.

9.4 The Consultant maintains professional indemnity insurance in the amount of £1,000,000 and shall maintain such insurance for 6 years following completion of the Services.

9.5 The Client must notify the Consultant of any claim within 6 months of becoming aware of the circumstances giving rise to the claim, failing which the Client's right to claim shall be barred.

10. TERMINATION

10.1 Either party may terminate the engagement by giving 14 days' written notice to the other party.

10.2 The Consultant may terminate the engagement immediately by written notice if:

(a) the Client fails to pay any amount due under these Terms;

(b) the Client breaches any material term of these Terms;

(c) the Client becomes insolvent or enters into bankruptcy or liquidation proceedings.

10.3 Upon termination:

(a) the Client shall pay all Fees for Services provided up to the date of termination plus any expenses incurred;

(b) the Consultant shall deliver to the Client all completed Deliverables upon receipt of payment;

(c) each party shall return to the other all confidential information and property belonging to the other party.

11. FORCE MAJEURE

11.1 Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, or failure of utility services

12. SUBCONTRACTING AND ASSIGNMENT

12.1 The Consultant may subcontract any part of the Services to third parties but shall remain responsible for the performance of such subcontractors.

12.2 The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Consultant.

13. COMPLAINTS

13.1 If the Client has any complaint regarding the Services, the Client should notify the Consultant in writing to info@wessexecology.co.uk

13.2 The Consultant shall investigate all complaints and respond within 14 days.

14. ENTIRE AGREEMENT

14.1 These Terms, together with the Engagement Letter, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

14.2 No variation of these Terms shall be effective unless made in writing and signed by both parties.

15. NOTICES

15.1 Any notice required to be given under these Terms shall be in writing and delivered by email or recorded delivery post to the address set out in the Engagement Letter or such other address as may be notified.

15.2 Notices sent by email shall be deemed received on the day of transmission if sent before 5pm on a business day, otherwise on the next business day.

16. GENERAL

16.1 These Terms do not create any partnership, agency, or employment relationship between the parties.

16.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 No failure or delay by either party to exercise any right or remedy shall constitute a waiver of that right or remedy.

16.4 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Last updated: 2 February 2026