Terms and Conditions | IRM Group

 

1. Definitions and Interpretation 

1.1. The following terms are unequivocally defined for this agreement: 1.1

1.2. ‘Services’ refers to those specifically outlined in the Contractor’s Quotation or associated documentation provided by the Contractor, which may be amended as necessary.  

1.3. ‘Contractor’ is clearly identified as IRM Group Ltd.  

1.4. ‘Customer’ means the individual, Supplier, or Company for whom the Services are performed.

1.5. Headings within this document serve solely as a reference guide and shall not influence interpretation.  

1.6. Acceptance of the Contractor’s Quotation by the Customer, whether through an Order, Letter of Intent, or by commencing work on-site, firmly constitutes acceptance of these Terms and Conditions. The Contractor reserves the absolute right to conduct credit assessments without prior approval from the Customer. 

 

2. Appointment  

 2.1. The Customer hereby appoints the Contractor to execute the Services in return for specified payments. Any order number provided is integral to the Customer’s administrative process and shall not justify any delay in payment. 

 

3. Customer’s Obligations, Charges and Payment 

 3.1. The Customer is obligated to make payments promptly. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

 3.2. The Customer shall ensure access to the entire site where the Services will be executed at the commencement of work, except where otherwise agreed in writing.  

 3.3. Any disputes regarding invoices must be promptly communicated in writing via email or mail within 7 days from the invoice date, clearly stating the nature of the query and the proposed resolution. Requests for credit notes will not be recognized as disputes unless explicitly detailed with reasons within the specified timeframe.  

3.4. In consideration of the supply of the Services by the Contractor, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 

3.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Contractor to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Contractor, pay to the Contractor such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.  

3.6. If the Customer fails to make a payment due to the Contractor under the Contract by the due date, then, without limiting the Contractor’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Such interest shall accrue automatically and without the need for prior notice.   

3.7. If the Customer is acting in a business capacity, the Contractor will exercise the right to seek compensation for late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and will impose an administration fee of £250 for any late invoice and an additional £35 for every reminder letter issued regarding the outstanding debt. 

3.8. Title in any goods or equipment supplied by the Contractor shall not pass to the Customer until payment in full has been received. Until such time, the Customer shall store any such goods separately and clearly mark them as the Contractor’s property. The Contractor reserves the right to enter the Customer’s premises to recover such goods in the event of non-payment. 

3.9. The Contractor reserves the right to require an advance payment or deposit prior to commencement of the Services. The Contractor shall not be obliged to commence or continue work until such payment is received. Any delay in receipt of such payment shall extend any agreed timelines for the Services accordingly.  

 

4. Contractor Obligations 

4.1 The Contractor shall: 

4.2 ensure that the terms of the Order are complete and accurate; 

4.3 co-operate with the Customer in all matters relating to the Services; 

4.4 provide the Customer with such information and materials as the Customer may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;  

4.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;  

4.6. maintain appropriate insurance, including public and Customer’s liability, and shall provide evidence of cover upon request; and 

4.7. keep all materials, equipment, documents and other property of the Customer’s (Customer Materials) at the Customer’s premises, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation. 

 

5. Intellectual Property Rights  

5.1. All deliverables and outputs, including reports, designs, and data created by the Contractor in connection with the Services, shall remain the property of the Contractor.  

5.2. The Customer grants to the Contractor, or shall procure the direct grant to the Contractor of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business. 

5.3. The Contractor shall not sub-license, assign or otherwise transfer the rights granted in clause. 

5.4. The Contractor grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Contractor to the Customer for the term of the Contract for the purpose of providing the Services to the Customer. 

 

6. Data Protection 

6.1. The parties will comply with their obligations as set out under the Data Protection Act 2018. 

6.2. Both parties shall comply with UK GDPR. Where the Contractor acts as a data processor, a separate data processing agreement shall be entered into.  

 

7. Cancellation 

 7.1. The Customer may cancel this agreement at any time prior to the commencement of the Services by providing written notice (email accepted) by midday the day before the Services begin. Where cancelled less than 24 hours prior to commencement, the Customer shall pay for all preparatory costs, including staff scheduling, mobilisation, and equipment arrangements.   

 7.2. Failure to provide such notice will result in the Customer being liable for payment for all Services scheduled for that day if the cancellation falls outside the parameters defined in Clause 4.1. 

 

8. VAT 

 8.1. All sums payable under this agreement, unless expressly stated otherwise, are exclusive of VAT and any other duties or taxes.  

 8.2. Any VAT or applicable taxes will be added to the sums payable. 

 

9. Limitation of Liability and Liquidated Damages 

 9.1. References to liability in this clause include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

 9.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.  

 9.3. Nothing in this clause shall limit the Customer’s payment obligations under the Terms. 

 9.4. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for: 

 9.4.1.  death or personal injury caused by negligence; 

 9.4.2.  fraud or fraudulent misrepresentation; and 

 9.4.3.  breach of the terms implied by section 2 of ten Supply of Goods and Services Act 1982 (title and quite possession. 

 9.5. Subject to clause 9.2 (No limitation in respect of deliberate default), and clause 9.4 (Liabilities which cannot legally be limited), the Contractor’s total liability to the Customer for all loss or damage shall not exceed £[AMOUNT] or 100% of the total fees paid under the Contract, whichever is lower. 

 9.6. The caps on the Contractor’s liabilities shall be reduced by 

9.6.1 payment of an uncapped liability; 

9.6.2 amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment. 

 9.7. Subject to clause 9.2 (No limitation in respect of deliberate default), clause 9.3  (No limitation of customer’s payment obligations) and clause 9.4 (Liabilities which cannot legally be limited), this clause sets out the types of loss that are wholly excluded:  

9.7.1 loss of profits. 

9.7.2 loss of sales or business. 

9.7.3 loss of agreements or contracts. 

9.7.4 loss of anticipated savings. 

9.7.5 loss of use or corruption of software, data or information. 

9.7.6 loss of or damage to goodwill; and 

9.7.7 indirect or consequential loss. 

9.8 The Contractor has given commitments as to compliance of the Services with relevant specifications. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

9.9 Should the Customer dispute the Services performed, they must notify the Contractor within 7 days of the Services being executed or within 7 days of the invoice date—whichever is later. The Customer will forfeit the right to contest the Services or the invoice amount after this 7-day period.  

9.10. Unless the Customer notifies the Contractor that it intends to make a claim in respect of an event within the notice period, the Contractor shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 weeks from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

9.11. The Contractor will not be held liable for any loss or damage to the Customer unless such loss is directly caused by the Contractor’s negligence. The Contractor shall not be liable for any pre-existing defects or conditions not caused by its acts or omissions.   

9.12. The Contractor shall not be liable for any delay, loss, or damage resulting from incorrect or outdated information provided by the Customer.   

9.13. It is distinctly understood that the contractor will not accept any associated risks concerning the Services unless these risks are explicitly stated at the tender stage and clearly communicated in writing by the Customer.  

9.14. The Customer agrees to take all reasonable steps to mitigate any loss arising from any breach of this Contract.  

9.15. The Customer agrees to indemnify the Contractor against all consequential losses resulting from any breach of the Contractor’s obligations, regardless of foreseeability.  

9.16. Each party shall indemnify the other against all losses, claims, and liabilities arising from its own acts, omissions, or negligence.  

9.17. The Contractor shall not be liable for liquidated and ascertained damages to the Customer. 

9.18. This clause shall survive termination of the Contract. 

 

10. Termination  

10.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice. 

10.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 

10.2.1. the other party commits a material breach of any term of the Contract 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; 

10.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction]; 

10.2.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 

10.2.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

10.3. Without affecting any other right or remedy available to it, the Contractor may terminate the Contract with immediate effect by giving written notice to the Customer if: 

10.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or 

10.3.2. there is a change of control of the Customer. 

10.4. Without affecting any other right or remedy available to it, the Contractor may suspend the supply of Services under the Contract or any other contract between the Customer and the Contractor if: 

10.4.1. the Customer fails to pay any amount due under the Contract on the due date for payment; 

10.4.2. the Customer becomes subject to any of the events listed or the Contractor reasonably believes that the Customer is about to become subject to any of them; and 

10.4.3. the Contractor reasonably believes that the Customer is about to become subject to any of the events listed. 

10.5. The Contractor may suspend all or part of the Services without liability if any payment remains overdue for more than seven (7) days beyond the due date. Suspension shall take effect upon written notice, which may be given by email. Services shall resume only once the outstanding payment and any associated costs are received in full.  

10.6. Failure by the Customer to respond to communications for a period exceeding fourteen (14) days may be treated as deemed termination of the Contract. However, the Contractor shall first make reasonable and good faith efforts to contact the Customer using the last known contact details before treating the Contract as terminated.  

 

11. Consequences of Termination 

11.1. On termination or expiry of the Contract:  

11.1.1. the Customer shall immediately pay to the Contractor all of the Contractor’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Contractor shall submit an invoice, which shall be payable by the Customer immediately on receipt;  

11.1.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Contractor may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. 

11.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. 

11.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. 

 

12. The Services  

12.1. Services are priced to be carried out between the hours of 07:00 and 17:00, unless explicitly agreed in the Contractor’s quotation. If the Customer changes these working hours, the Customer will bear all additional costs incurred by the Contractor.  

 12.2. Should access to private land be required, the Customer is responsible for obtaining all necessary permissions and making any payments to the landowner.  

 12.3. It is assumed that vehicular access to the working area is possible unless stated otherwise in writing. If access is not available, the Customer will incur any additional costs resulting from this issue.  

 12.4. The Customer will be held fully accountable for any delays caused by their actions, their Representative, or other Contractors employed by them, including disruptions arising from storm, flood, tidal events, or pump failure. Additionally, if the Contractor faces delays beyond their control, the Customer will be liable for all related additional costs. 

 12.5. If the Contractor is compelled to work in confined spaces, as defined by the Health and Safety at Work Act 1974, the Contractor reserves the right to charge the Customer for the necessary additional resources and safety equipment.  

 12.6. Any work performed using our specialist cutters is on an attempt-only basis, and we do not guarantee the complete removal of obstructions. The contractor will not be held responsible for any damage caused to existing drain lines or pipework.  

 12.7. Should any of the contractors equipment become lodged within the pipework, the client will be responsible for all costs associated with retrieval, replacement, or repair.  

 12.8. Time for performance is not of the essence unless expressly agreed in writing.  

 12.9. Any standing time or abortive visits due to lack of access, unprepared sites, or delays not caused by the Contractor will be charged at the standard day rate.  

 12.10. Unless stated otherwise, the Services will include only standard Chapter 8 traffic management where required.  

 12.11. Rates for Services are based on silt levels not exceeding 10%. Should silt levels exceed this threshold, the Contractor will adjust costs accordingly following discussion with the Customer.  

 12.12. Our Risk Assessment and Method Statement will be provided upon request after receiving orders, unless stated otherwise. 

 12.13. Waste disposal is classified as part of the working day and service, waste disposal is to be complete within the working day or a down time free of £250.00 may apply for each night the wate is held within the unit. Additional hours will be charged for disposing of waste the following day. 

 

13. Cleaning 

 13.1. The removal of waste from the working area is fully expected to be within the capacity of the equipment specified by the Customer or the Contractor’s Services outlined in the quotation or estimate. If this is found insufficient due to volume, tanker maximum gross vehicle weights, or unforeseen circumstances prior to the commencement of the Services, the contractor will utilize additional resources without requiring further order or confirmation, and reasonable costs will be charged to the customer. 

 13.2.The need for a washout cannot be determined until the waste stream is identified, and any charges relevant to this will be finalized upon completion of the Services. 

 

14. CCTV & Sonar Inspection Works 

 14.1. All closed-circuit television survey data will remain the property of the Contractor until the Customer has settled all outstanding invoices.  

 14.2. CCTV reports and site plans are not provided as standard. Prior to completion of works the level of reporting requirement is to be highlighted by the client.  

 14.3. The contractor will hold all CCTV works on their sever for 12 month following completion of works, any requirement for the contractor to store the works longer will come at a retention cost to the client depending on project size. All works will be archive after 12 months and may not be obtainable after this deadline. Any request for further support with holding the data is to come via formal request from the customer. The Customer may request extended CCTV data retention beyond 12 months at a cost of £[X] per month, to be agreed in writing.  

 14.4. The contractor will not hold responsibility for sonde and location accuracy, the contractor will deploy trained and competent engineers only and will locate to the best of the equipment’s capability. 

 

15. Sewer Condition 

 15.1. If any information regarding the condition of the sewers is provided, whether verbally, in writing, or through CCTV recordings, and is later revealed to be inaccurate or outdated, the Customer will be held accountable for any additional costs incurred to complete the necessary work. The Contractor is not liable for any deterioration—structural or otherwise—that develops or becomes apparent in any pipe during the Services, regardless of the cause.  

 15.2. When completing remedial works the Contractor will not be responsible for any further damage caused to the pipework when following the instruction of the Customer. The contractor will not accept responsibility for the asset condition. 

 

16. Waste Disposal 

 16.1. Unless expressly stated otherwise, the Contractor’s Services do not encompass the removal of waste or debris. Should waste disposal be required, the Customer shall bear all additional costs incurred by the Contractor for the removal, transportation, and disposal of waste at a licensed facility, along with any additional administrative expenses.  

 16.2. Waste disposal costs are determined based on factors such as strength, viscosity, and composition. Consequently, rates are subject to change, and the contractor reserves the right to pass on these fluctuations without prior written notification. All waste must gain acceptance at the disposal site; the rejection of any material will result in additional storage and transportation costs, charged accordingly for disposal at an alternative facility, in addition to an administration fee added to the invoice. 13.3 Waste will be charged at a minimum of cost plus 30%. 

 

17. General  

 17.1. Confidentiality  

17.1.1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by law or as otherwise agreed in writing.  

17.1.2. Each party may disclose the other party’s confidential information: 

17.1.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and 

17.1.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

17.1.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 

17.2. Severance  

 17.2.1.  Should any provision of this agreement be deemed void, voidable, illegal, or otherwise unenforceable by a judicial or competent authority, or should any competent authority indicate this, all remaining provisions shall remain in full force and effect. If the Contractor determines that such a declaration undermines the original intention of the parties, the Contractor reserves the right to terminate this agreement with 30 days’ notice to the Client. The provisions of Clause 10 will apply in this instance. 

 17.3. Entire Agreement 

17.3.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

17.3.2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

17.3.3. Nothing in this clause shall limit or exclude any liability for fraud 

17.4 Governing Law 

17.4.1 The parties agree to attempt resolution of any dispute through mediation before initiating legal proceedings.   

17.4.2 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 

17.5. Jurisdiction 

17.5.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. 

17.6. Waiver 

17.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

17.7. Variation 

17.7.1 Except as set out in these Conditions, no variation of the Services shall be binding unless it is in writing (including email) by both parties.   

17.8. Notices 

17.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address. 

17.8.2 Any notice or communication shall be deemed to have been received: 

a) if delivered by hand, at the time the notice is left at the proper address; 

b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 

c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

17.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

17.9.  Third Party Rights 

17.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

17.10. Hire and/or Supply 

17.10.1 All hired or cross-hired equipment will be governed by CPA Hire Rules. Any damage or loss incurred will be the responsibility of the hirer or end user.  

17.10.2 All equipment supplied to the site for Services must be paid for in full. Should the items not be required, they may be returned, and the cost of delivery, collection, and any applicable restocking fees will be deducted. 

17.11. Warranty  

17.11. Each party warrants its authority to enter into this agreement and confirms that all necessary approvals have been obtained. 

17.12. Force Majeure 

17.12.1 In the event of a national emergency, war, government regulation, or any other cause beyond the control of the parties (a ‘force majeure event’), all obligations under this agreement are suspended for the duration of the force majeure event. Triggered by a force majeure event, any money owed to the Contractor shall be paid immediately. 

17.12.2 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

17.13. Fuel Surcharge 

17.13.1 An additional fuel surcharge and an excess mileage charge will be applied as necessary.  

17.13.2 A breakdown of fuel costs at the time of works can be provided upon request 

17.14. Terms and Condition Review 

7.14.1 Terms and conditions will be updated and reviewed by the contractor with the growth and development of the business.  

7.14.2 Terms and conditions will be obtainable through the company website.  

7.14.3 Prior to the completion of any works the lasted editions of our terms and conditions can be requested by the Customer, it is the Customers duty to ensure they are happy with the terms and conditions prior to commencement of works. Once works have commenced the Customer will be displaying acceptance of the current terms and conditions at the time of quoting for the works.  

7.14.4 Any terms and conditions updates following 06.04.2025 will be sent to all clients via electronic communication. If not communicated by the contractor the current terms and conditions will stand.