Terms & Conditions
Standard Terms & Conditions 2026
1. Definitions
‘Rose Consulting Ltd’ (Rose) Rose Consulting Ltd (Company number 06437460) whose registered office address is Orchard Yard, Low Road, Church Lench, Evesham, WR11 4UH
‘Client’ The individual, firm, or corporate body requiring the services of Rose
‘Contract’ The agreement formed with the Client when a Schedule of Services is agreed in writing
‘Services’ The consultancy services to be provided by Rose to the Client, described in the Schedule of Services
‘Fee’ The agreed charges for the services, as set out in the Schedule of Services
‘Schedule of Services’ The written scope, deliverables, fee and programme agreed between the parties
‘In Writing’ Includes communications via email
‘Default’ Any act, omission, or negligence for which Rose is legally liable
2. Basis of Appointment
2.1 Rose will provide the Services with reasonable skill and care and in accordance with applicable UK law and relevant statutory requirements, including the CDM Regulations 2015 where applicable.
2.2 These Terms apply to all Services and override any other terms proposed unless agreed in writing.
2.3 Rose is regulated by the Royal Institution of Chartered Surveyors (RICS).
3. Provision of Services
3.1 Rose will carry out the Services necessary, and as agreed within the Schedule of Services, using appropriately qualified personnel.
3.2 Rose may substitute personnel as necessary but will ensure staff are competent to deliver the Services.
3.3 Rose will notify the Client if delays, issues, or risks arise that may impact the agreed programme.
4. Client Responsibilities
4.1 The Client will provide Rose with timely access to information, premises, personnel, and decisions needed for the Services.
4.2 The Client warrants the accuracy of all information supplied.
4.3 The Client must ensure compliance with statutory and project-specific requirements that sit outside of Rose Consulting Ltd.’s defined duties.
5. Payment Terms
5.1 Fees shall be invoiced in accordance with the Schedule of Services and will include VAT where applicable.
5.2 Payment is due within 14 days of the invoice date.
5.3 Late payments accrue interest at 4% above the Bank of England Base Rate, in line with the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue daily from the due date until payment is received in full.
5.4 Rose reserves the right to suspend Services if invoices remain unpaid after the final payment date.
5.5 Additional Services requested in writing shall be charged at the agreed rates or as otherwise agreed.
6. Location
6.1 The Services will be performed at the locations set out in the Schedule of Services or as otherwise agreed in writing between the parties. Rose may carry out elements of the Services remotely unless on-site attendance is specifically required.
6.2 Where Services are performed at the Client’s premises or project site, the Client shall provide:
a) reasonable access during normal working hours; and
b) suitable workspace and other reasonable facilities as necessary.
7. Termination
7.1 Either party may terminate the Contract with 30 days’ written notice.
7.2 Either party may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of notice.
7.3 If the Client becomes insolvent, Rose may terminate immediately.
7.4 Upon termination, the Client shall pay Rose for all work completed to date, including any reasonable demobilisation costs.
8. Confidentiality
8.1 Each party must keep confidential any commercial or sensitive information obtained through the Contract, except where disclosure is required by law or reasonably necessary to perform the Services.
8.2 Confidentiality obligations do not apply to information already in the public domain, or information already in the receiving party’s possession.
9. Intellectual Property
9.1 Copyright in all documents, drawings, reports, or other materials produced by Rose remains with Rose.
9.2 The Client receives a non-exclusive, irrevocable licence to use the delivered documents for the purposes of the Project only.
9.3 Documents may not be used for extensions or other projects without Rose’s written consent.
10. Liability
10.1 Rose shall perform the Services with reasonable skill and care as expected of a suitably qualified professional consultancy providing similar services in the UK.
10.2 Except for liability arising from death or personal injury caused by Rose’s negligence, Rose’s total aggregate liability to the Client arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the liability cap stated in the Schedule of Services or Proposal.
Where no cap is stated, the default cap shall be the lower of:
a) £1,000,000; or
b) the limit of Rose’s professional indemnity insurance available at the time of the claim.
10.3 Rose shall not be liable to the Client for any:
- Loss of profit, revenue or anticipated savings;
- Loss of business or business opportunity;
- Loss of data;
- Indirect, special or consequential loss;
- Loss arising from delays to the project unless caused solely by Rose’s breach;
- Losses arising from actions of contractors, subcontractors, or third parties not under Rose’s control.
This exclusion applies whether such losses arise in contract, tort (including negligence) or otherwise.
10.4 Rose’s liability shall be limited to the proportion of loss that is just and equitable, taking into account the extent of responsibility of the Client and any other third parties.
10.5 Rose shall not be liable for any loss arising from inaccurate, incomplete, or late information supplied by the Client or third parties engaged by the Client.
10.6 Rose shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including:
- Extreme weather conditions or natural events (Acts of God);
- Fire, flood, explosion;
- Industrial action or strikes;
- War, terrorism, civil disturbance, or emergency measures;
- Failure of utilities or IT systems;
- Shortage of labour, materials, or transport;
- Restrictions or delays caused by statutory undertakers, government, or local authorities.
10.7 No action or proceedings may be commenced against Rose after six years from completion of the Services, or twelve years where the Contract is executed as a deed.
10.8 Rose shall maintain professional indemnity and public liability insurance at levels appropriate to the Services, subject to availability on commercially reasonable terms.
11. Non-Solicitation
11.1 The Client must not, for 12 months after the completion of Services, solicit or employ any Rose employee directly involved in the delivery of the Services, without Rose’s written consent.
11.2 If this occurs, the Client agrees to pay a fee equal to 70% of the employee’s annual remuneration.
12. Assignment
12.1 Rose may subcontract elements of the Services but remains responsible for performance.
12.2 The Client may not assign the Contract without Rose’s written consent.
13. Exclusion of Third Party Rights
13.1 No third party has rights under the Contract (Contracts (Rights of Third Parties) Act 1999), unless specifically agreed in writing.
14. Anti-Bribery
14.1 Both parties will comply with the Bribery Act 2010 and maintain adequate procedures to prevent bribery.
14.2 Any breach of this clause is considered a material breach.
15. General
15.1 These terms constitute the entire agreement between the parties.
15.2 No variation is valid unless agreed in writing.
15.3 Invalid provisions shall be modified or removed.
15.4 No delay constitutes waiver.
15.5 Rights are cumulative.
15.6 Headings do not affect interpretation.
15.7 Parties shall do all things required to give effect to the Contract.
15.8 Nothing creates a partnership or employment relationship.
16. Governing Law
These terms are governed by English Law. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.