HALE ENGINEERING
CONSULTANCY SERVICES LTD
General Terms, Project Execution
and Payment Conditions
Effective: 2026
Hale Engineering Consultancy Services Ltd
info@hale-eng.co.uk | +44 20 8154 6102 | hale-eng.co.uk
Registered in England and Wales
IMPORTANT: These Terms and Conditions govern all contracts entered into by Hale Engineering
Consultancy Services Ltd. By accepting a Quotation or issuing a Purchase Order, the Client
confirms that it has read, understood and agrees to be bound by these Terms and Conditions in
their entirety.
HALE ENGINEERING CONSULTANCY SERVICES LTD — General Terms and Conditions
Table of Contents
These Terms and Conditions apply to all contracts, quotations, purchase orders and service
engagements entered into by Hale Engineering Consultancy Services Ltd (“HECS”). They
supersede all previous versions. In the event of any conflict between these Terms and any
document issued by the Client, these Terms shall prevail unless a director of HECS has agreed
otherwise in writing.
1. Parties and Definitions
These Terms and Conditions are issued by Hale Engineering Consultancy Services Ltd (“HECS”
or “the Company”). The following definitions apply throughout this document:
• “Client” means any person, firm or organisation purchasing goods or services from
HECS.
• “Quotation” means any written proposal issued by the Company describing the scope of
works, price and delivery schedule.
• “Scope of Works” means the services, goods, installation or engineering work
described in the Quotation.
• “Variation” or “Change Order” means any alteration, addition, omission or modification
to the agreed Scope of Works.
• “Practical Completion” means the date on which HECS issues a commissioning
completion notice and the Client confirms (or is deemed to confirm) acceptance of the
works.
• “Defects Liability Period” means the 12-month period following Practical Completion
during which HECS is responsible for rectifying defects attributable to its own
workmanship or materials.
• “Background IP” means all intellectual property owned by HECS prior to or
independently of the project, including standard templates, code libraries, methodologies
and engineering know-how.
• “Project IP” means all intellectual property created specifically for the Client’s project.
• “Client-Supplied Equipment” means any equipment, components or materials supplied
by the Client for incorporation into the works.
2. Quotation and Acceptance
All quotations constitute an offer to treat and remain valid for 30 days unless otherwise stated.
No contract exists until the Client accepts the quotation in writing and the Company confirms
acceptance of the order. HECS reserves the right to decline an order where creditworthiness or
commercial risk is considered unsatisfactory.
HECS’s quotations are based on the information available at the time of pricing. If subsequent
information proves incomplete or inaccurate, or if the Client issues different terms after the
quotation is issued, HECS may withdraw or revise the quotation accordingly.
3. Scope of Works
HECS shall carry out the works strictly in accordance with the Scope of Works described in the
Quotation. The Client acknowledges that the quotation is based on drawings, documentation and
site conditions reasonably assumed during quotation preparation. Any additional work outside
this scope will require a written Change Order and may incur additional charges. The Client must
provide prompt approvals and feedback to avoid delays.
4. Variations and Change Orders
4.1 Instructions that Alter Scope
Any change to the agreed Scope of Works — including additional installations, altered equipment
locations, revised cable routes, added materials or labour, acceleration requests or design
modifications — shall constitute a Variation. Verbal instructions, emails, or site requests issued
by the Client or its representatives that affect cost, schedule, labour requirements or materials
will be treated as Change Orders.
4.2 Price and Programme Adjustments
When a Variation arises, HECS will notify the Client, issue a revised quotation or Variation Order
and adjust the programme. Additional work shall be charged at HECS’s prevailing rates, and the
Client accepts that the original budget may be exceeded where final quantities vary from
estimates (for example, unknown cable routes). The Client shall pay HECS for all work
undertaken under instruction even if a formal Variation Order has not yet been issued.
4.3 Purchase Orders
Where the Client operates a purchase-order system, a valid purchase order referencing the
quotation must be issued before work commences. Failure to issue a purchase order does not
invalidate HECS’s right to invoice for work undertaken following written acceptance of the
quotation. Where the Scope of Works changes materially, HECS reserves the right to require a
revised quotation and an amended purchase order.
5. Materials and Cost Estimates
5.1 Material Budgets
Where material costs are based on estimated quantities or preliminary designs, they are
indicative only. The Client acknowledges that final quantities may vary depending on cable
routes, final installation locations and site conditions. The Client accepts that the budget provided
is an indicative estimate and agrees to fund additional materials if the estimate is exceeded.
5.2 Up-Front Procurement
For large projects, HECS may require the Client to pay 100% of all material costs before
procuring any items. No materials will be procured until the Client has provided the required
funding or approval.
5.3 Price Escalation
The Client acknowledges that the cost of key construction materials may fluctuate due to market
volatility, tariffs, supply-chain disruptions, inflation or legislative changes. To mitigate this risk, the
parties agree that:
• Trigger events. A price escalation clause will be activated by significant increases in the
price of major materials (such as steel, copper, cable, concrete or fuel) or labour, or the
introduction of tariffs or other events outside HECS’s control. The parties will agree a
threshold percentage beyond which the clause applies.
• Adjustment mechanism. Price adjustments will be calculated either by reference to a
recognised cost index (such as the Consumer Price Index, Producer Price Index or a
construction-specific index) or by documentation of actual cost increases, as appropriate.
• Notification and documentation. HECS will notify the Client promptly when a trigger
event occurs and provide supporting documentation. The Client shall respond within a
specified timeframe to approve the adjustment, failing which the adjustment will be
deemed accepted.
• Risk sharing. The parties may agree to share increases above the threshold in a
specified proportion.
5.4 Inventory and Storage
Certain materials or equipment may require long-lead procurement or early purchase for cost
efficiency, necessitating storage prior to installation. The Client acknowledges that once these
materials are procured, storage costs, handling costs and risk of loss arise. To allocate these
costs and risks:
• Right to charge for storage. If dispatch or delivery of goods or materials is delayed at
the Client’s request or because the site is not ready, HECS reserves the right to invoice
the Client for the reasonable costs incurred, including administrative, storage and
delivery costs. HECS may also charge reasonable storage fees if the Client fails to
provide delivery instructions within seven days of a request.
• Ownership and risk. Materials held in storage remain the property of HECS until paid
for in full. However, once the Client has paid for stored materials, ownership passes to
the Client and the Client bears the risk of loss or damage during storage and
transportation.
• Storage standards. The Client must ensure that storage facilities are secure,
weather-proof, climate-controlled and fitted with fire-prevention systems, and are located
within a reasonable distance of the project (industry standard is 50 miles).
• Additional storage arrangements. The parties may agree that HECS will arrange for
off-site storage on the Client’s behalf. In such cases HECS may invoice the Client for
storage fees and may require the Client to prepay or establish a retainer for anticipated
storage costs.
5.5 Insurance for Stored Materials
The Client shall procure and maintain insurance covering materials stored on-site or off-site until
the materials are incorporated into the work. Such insurance must cover all risks of destruction,
damage or loss, including fire, theft and natural disasters. Coverage shall be for the full
replacement value of the materials and include transit to the project site. The Client shall provide
HECS with evidence of insurance before procurement and storage commence. Where materials
are stored off-site, the insurance must name HECS (or the relevant funding body) as a loss
payee.
6. Payment Terms
6.1 Progress Payments
Unless otherwise agreed, invoices will be issued monthly in arrears based on the percentage of
work completed. Payment is due within 30 days of invoice date. Payments for materials may be
billed separately. Late payments will incur statutory interest and compensation fees in
accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Under the Act,
HECS is entitled to charge interest at 8% per annum above the Bank of England base rate on
overdue invoices, together with fixed compensation fees of: £40 on invoices up to £999.99; £70
on invoices between £1,000 and £9,999.99; and £100 on invoices of £10,000 or more. These
rights are in addition to HECS’s right to suspend work, delay delivery, or apply recovery charges
where payment terms are not honoured.
6.2 Material and Mobilisation Payments
HECS may require mobilisation payments and staged instalments aligned to project milestones.
A typical schedule might include mobilisation, monthly installation progress payments and final
commissioning payments. The Client shall ensure funds are available when due and shall not
withhold payment for administrative or procedural reasons.
6.3 Suspension for Non-Payment
HECS reserves the right to suspend work where payments are overdue. Any resulting delay,
remobilisation cost or programme impact will be chargeable to the Client.
7. Programme and Scheduling
HECS will provide a project schedule based on information available at the time of planning.
Programme dates are indicative and subject to adjustment if delays arise from:
• late Client approvals or provision of information;
• restricted site access or incomplete site readiness;
• third-party contractor or supplier delays;
• industrial disputes, strikes or labour shortages;
• acts of God, extreme weather, or other force-majeure events.
If delays occur outside HECS’s control, HECS may extend the project schedule, revise delivery
dates and recover reasonable additional costs incurred. Acceleration or re-sequencing requested
by the Client will be subject to additional charges for overtime, additional personnel or expedited
materials.
8. Standby Time, Demobilisation and Remobilisation
8.1 Standby
Where HECS personnel, subcontractors or equipment attend site but cannot proceed with work
due to circumstances outside HECS’s control — such as incomplete works by others, blocked
access, missing permits or delayed instructions — the time shall be deemed standby. Standby
time will be charged at HECS’s prevailing labour or day rates.
8.2 Demobilisation and Remobilisation
If works must be suspended due to non-payment, safety concerns or other client-caused delays,
HECS reserves the right to demobilise and remobilise at its discretion. Additional costs
associated with demobilisation, remobilisation, accommodation changes, travel or programme
disruption shall be recoverable from the Client. Demobilisation costs may also arise if the
Agreement is terminated.
9. Client Obligations
The Client shall:
1. provide timely access to the site, drawings and documentation required by HECS;
2. provide prompt approvals and information to avoid project delays;
3. ensure site readiness, including safe and unobstructed working areas, level and sound
plinths, and the availability of permits and welfare facilities;
4. coordinate with other contractors to ensure HECS has full and unobstructed access;
5. ensure timely payment for materials and monthly progress invoices;
6. notify HECS in writing of any hazardous substances, classified areas or special
regulatory requirements applicable to the site prior to commencement of works.
10. HECS Obligations
HECS shall:
7. execute all services with professional skill, care and diligence;
8. comply with applicable electrical, safety and environmental regulations;
9. maintain confidentiality of Client information;
10. notify the Client promptly of any known risks, design issues or site conditions that may
affect cost or programme;
11. carry appropriate professional liability insurance and only be liable for damages resulting
from HECS’s gross negligence or wilful misconduct.
11. Subcontractors and Design Responsibility
HECS may engage subcontractors or specialist suppliers as necessary. While reasonable care
will be taken in selection, HECS is not liable for delays or failures arising from subcontractor
manufacturing lead times, supply-chain disruptions, labour availability or performance of
third-party contractors. Where subcontractor delays affect the schedule, the programme may be
revised accordingly.
HECS will produce engineering designs, drawings and specifications based on information
provided by the Client and third parties. HECS will exercise reasonable professional skill and
care, but shall not be responsible for inaccuracies in information supplied by others,
modifications made without HECS approval or integration issues with equipment supplied by
third parties. The Client remains responsible for ensuring all designs comply with the overall
project design intent and operational requirements.
12. Site Readiness and Health & Safety
Delivery of equipment is to kerbside unless otherwise agreed. Any additional site movement is by
others. The Client must ensure that foundations or plinths are sound, level and flat, and that
HECS has clear and unobstructed access to the work area, including door openings, pipes,
ducting and cable trays. All on-site welfare facilities and health-and-safety provisions must be
provided by the site owner or agent prior to any works. HECS reserves the right to withdraw
personnel from any site where safety conditions are unacceptable.
13. Retention of Title and Cancellation
All goods supplied remain the property of HECS until full payment has been received. Goods are
held by the Client on trust and at the Client’s risk until title passes. Cancellation of any order after
acceptance will be charged at 10% of the contract value plus all reasonable labour and materials
costs incurred.
14. Suspension and Termination
14.1 Suspension
HECS reserves the right to suspend work where: (a) payment terms are not honoured; (b) the
Client fails to provide required approvals, information or access; (c) site conditions are unsafe; or
(d) contractual obligations are not met. Costs associated with suspension and recommencement
are recoverable from the Client.
14.2 Termination for Cause
Either party may terminate the Agreement for cause with 30 days’ written notice if the other party
materially breaches the Agreement and fails to remedy the breach within the notice period. Upon
termination, the Client shall pay HECS all accrued fees up to the termination date, the cost of
materials purchased or committed, and reasonable demobilisation costs.
15. Confidentiality and Intellectual Property
Both parties agree to maintain strict confidentiality of proprietary information. All designs,
drawings and work produced by HECS remain HECS’s property until full payment has been
received. Upon full payment, ownership of deliverables transfers to the Client, subject to the
provisions of Section 22 (Software, PLC and SCADA Intellectual Property). The confidentiality
obligation survives completion or termination of the project.
16. Liability and Indemnification
HECS shall carry professional liability insurance. HECS’s liability is limited to the value of the
contract or the specific services provided. HECS is only liable for damages resulting from gross
negligence or wilful misconduct. The Client shall indemnify and hold HECS harmless from claims
arising from misuse of work, delays caused by the Client, or unauthorised modifications. HECS
shall not be liable for indirect or consequential losses, including loss of production or profit.
17. Force Majeure
HECS shall not be liable for failure to fulfil contractual obligations where performance is
prevented by circumstances beyond reasonable control, including but not limited to: war,
terrorism, strike, industrial dispute, fire, explosion, breakdown of equipment, supply-chain
disruptions, government restrictions, extreme weather, natural disasters or any cause not within
HECS’s reasonable control. In such cases, HECS may suspend or terminate the Agreement
without liability for non-delivery, but the Client shall pay for work performed and materials
supplied up to that point.
18. Governing Law and Dispute Resolution
These Terms and Conditions are governed by the laws of England and Wales. The parties shall
attempt to resolve disputes through good-faith negotiations. If unresolved, disputes will be settled
via arbitration or mediation in the United Kingdom. Nothing in this clause prevents either party
from seeking urgent injunctive relief from a court of competent jurisdiction.
19. Miscellaneous
12. These Terms and Conditions supersede all previous versions and apply to all contracts
unless varied in writing and signed by a director of HECS. A 30-day notice period will be
given prior to any variation.
13. Neither party may assign or transfer the Agreement without written consent.
14. If any term is found unenforceable by a court, the remainder of the Terms will continue in
full force.
15. The headings in this document are for convenience only and do not affect interpretation.
20. Delay Costs and Compensation
Delays in the execution of engineering projects can generate significant additional costs,
particularly when they arise from the Client’s actions or third parties under the Client’s control. In
addition to the programme and standby provisions above, the parties agree that:
20.1 Compensable Delay Events
The Client shall compensate HECS for extra costs incurred where delays are caused by the
Client, its consultants, agents or other contractors. Examples include late approvals, design
errors, restricted access, or failure by other contractors to complete prerequisite works. A
compensable delay event entitles HECS to reimbursement of the costs outlined below. For the
avoidance of doubt, an event shall be treated as a compensable delay event where: (a) HECS
has issued written notice of the event to the Client and the Client has responded by email or
signed correspondence acknowledging the event, its cause and its likely impact on the
programme; or (b) the Client has otherwise confirmed the event in writing, whether by email,
letter or a signed delay notification form. Such acknowledgement by the Client shall constitute
binding confirmation that the event is compensable under this clause. Where the Client disputes
that an event is compensable, it must respond to HECS’s written notice in writing within seven (7)
days of receipt, setting out the grounds for its dispute; failure to respond within this period shall
be deemed acceptance that the event is a compensable delay event.
20.2 Components of Delay Costs
The Client acknowledges that compensable delay costs may include, without limitation:
• extended field overhead (additional site management, utilities, security and temporary
facilities);
• unabsorbed home office overhead (administrative expenses spread over a longer project
timeline);
• labour and equipment standby (idle crews and plant waiting for delayed work);
• escalation of material costs where procurement is delayed; and
• other direct costs that arise solely because of the delay.
20.3 Notice and Documentation
HECS will notify the Client promptly upon becoming aware of any event that may cause delay.
The Client must provide its own written notice of any event likely to delay the work, accompanied
by documentation explaining the cause, expected duration and mitigation measures, within 14
days of the event. Both parties shall keep and exchange comprehensive records of delay events,
including logs, correspondence and cost reports.
20.4 Extension of Time and Cost Recovery
Where a compensable delay event occurs, HECS shall be entitled to an extension of time for
completion and to recover its delay costs. Such costs shall be invoiced as part of the next
progress payment or as a separate delay claim. If the parties have agreed a daily rate for delay
damages (liquidated damages), that rate shall apply; otherwise, HECS will document and invoice
actual costs. The Client shall pay these amounts within the payment terms set out in Section 6.
20.5 Non-Compensable Delays
Delays arising from HECS’s own acts or omissions are non-compensable and will not entitle
HECS to additional payment, although an extension of time may still apply if provided for under
the contract.
21. Defects Liability and Warranty
21.1 Defects Liability Period
Unless otherwise agreed in writing, the defects liability period shall commence upon Practical
Completion and shall continue for 12 months. During this period, HECS is responsible for
repairing or correcting any defects attributable to its workmanship or materials.
21.2 Notification and Rectification
If the Client identifies a defect during the Defects Liability Period, it must notify HECS in writing
within 14 days of discovery. HECS shall have the first opportunity to rectify or replace the
defective work before the Client engages any third party. HECS will make good or replace
defective work but will not be responsible for: interfacing with equipment, plant or design
provided by the Client or third parties; ordinary wear and tear; or damage caused by the Client’s
negligence or misuse.
21.3 Costs and Exclusions
HECS shall be responsible for the cost of actual rectification or replacement of defective work.
Associated costs such as removal, transportation, or re-installation of equipment may be
recoverable from the Client unless the defect arose solely from HECS’s negligence. Any
additional warranties provided by manufacturers of goods supplied by HECS will be passed on to
the Client to the extent permitted by the manufacturer.
21.4 Post-Warranty Obligations
After the expiry of the Defects Liability Period, HECS has no further obligation to rectify defects.
However, the Client may still rely on manufacturer warranties or statutory rights. The limitations
of liability set out in Section 16 continue to apply.
The following sections (22–35) contain additional provisions that apply to all engagements. They
address software and digital deliverables, acceptance testing, maintenance services, data
protection, cybersecurity and other matters specific to HECS’s services. These sections form part
of these Terms and Conditions and are not supplemental.
22. Software, PLC and SCADA Intellectual Property
22.1 Background Intellectual Property
HECS retains all right, title and interest in and to its Background IP, including but not limited to:
standard design templates, reusable code libraries, algorithms, PLC function blocks, HMI screen
templates, SCADA configuration frameworks, engineering methodologies and any pre-existing
know-how developed independently of the project. Nothing in these Terms transfers ownership of
Background IP to the Client.
Upon receipt of full payment for the relevant project, HECS grants the Client a non-exclusive,
non-transferable, royalty-free licence to use any Background IP incorporated into the
deliverables, solely for the Client’s internal operational purposes at the project site.
22.2 Project-Specific Software Deliverables
Software, PLC programs, HMI screen designs, SCADA configurations and associated
documentation created specifically for the Client’s project (“Project IP”) shall transfer to the Client
upon receipt of full payment, subject to the following conditions:
• HECS may retain a copy of Project IP for archival, warranty and defects liability
purposes.
• The Client shall not modify, reverse-engineer, disassemble or decompile any software
deliverable without HECS’s prior written consent.
• Where Project IP incorporates third-party licensed software, firmware or proprietary
manufacturer libraries (for example, Siemens TIA Portal or Rockwell Studio 5000
licensed components), ownership of those elements remains with the relevant licensor
and the Client must hold a valid licence independently.
22.3 Source Code and Documentation
Unless otherwise agreed in writing, HECS shall provide the Client with:
• A copy of all PLC source code in the native project file format of the platform used.
• HMI and SCADA project files in the format generated by the applicable development
environment.
• An as-built software documentation package including I/O lists, tag databases and
programme comments sufficient to allow a competent engineer to understand and
maintain the system.
HECS shall not be obliged to convert deliverables to a format other than that natively generated
by the engineering tools used. If the Client requires a specific format, this must be agreed in the
Scope of Works prior to commencement.
22.4 Version Control
HECS will maintain version-controlled records of all software deliverables during the project.
Upon handover, the final approved version shall be provided to the Client. HECS’s obligation to
provide version history beyond the final approved version is limited to the Defects Liability Period.
22.5 Termination
If the Agreement is terminated prior to completion, HECS shall provide the Client with all
software developed and tested up to the point of termination, subject to payment of all accrued
fees and costs. HECS shall not be liable for the functionality or completeness of partially
developed software.
23. Acceptance Testing and Commissioning Sign-Off
23.1 Factory Acceptance Testing (FAT)
Where a FAT is included in the Scope of Works, HECS shall notify the Client of the proposed FAT
date with no less than five (5) working days’ notice. The Client shall make available suitably
qualified personnel to witness and sign off the FAT. Where the Client fails to attend a scheduled
FAT without reasonable cause, HECS may proceed with the FAT in the Client’s absence and the
results shall be deemed accepted.
Any defects identified during the FAT shall be recorded in a FAT report. HECS shall rectify
category-one (safety-critical) defects before despatch. Category-two (minor or non-safety)
defects may be rectified on-site unless otherwise agreed in writing.
23.2 Site Acceptance Testing (SAT) and Commissioning
On completion of installation and commissioning, HECS will issue a commissioning completion
notice to the Client. The Client shall inspect the works and respond within five (5) working days
with either:
• Written confirmation of acceptance (“Practical Completion”); or
• A written snagging list of defects or outstanding items.
HECS will address items on the snagging list that fall within the agreed Scope of Works. Items
arising from changes to the Client’s requirements, third-party equipment or conditions outside the
Scope of Works will be subject to a Variation Order.
23.3 Deemed Acceptance
If the Client fails to respond to a commissioning completion notice within ten (10) working days,
Practical Completion shall be deemed to have occurred on the date the notice was issued. The
Defects Liability Period shall commence from the date of Practical Completion, whether actual or
deemed.
23.4 Latent Defects Pre-Handover
Where a defect is discovered after a successful FAT but prior to Practical Completion and the
defect is attributable to HECS’s workmanship or materials, HECS shall rectify it at no additional
charge. Defects caused by site conditions, Client-supplied equipment, third-party interfaces or
modifications made after the FAT shall be treated as Variations.
24. Emergency Call-Out and Reactive Maintenance
24.1 Call-Out Fees and Minimum Charges
Unless a fixed-fee maintenance agreement has been agreed in writing, emergency call-outs will
be charged at HECS’s prevailing call-out rates, subject to the following minimum charges:
• A minimum charge of four (4) hours shall apply to all call-outs, regardless of the time
spent on-site.
• Travel time to and from site shall be charged at HECS’s prevailing rates and is additional
to the four-hour minimum.
• Where specialist equipment, test gear or replacement parts are required, these will be
charged at cost plus HECS’s prevailing handling margin.
24.2 Out-of-Hours and Premium Rates
Work carried out outside standard working hours (Monday to Friday, 07:30–17:30, excluding
public holidays) will be charged at the applicable premium rate as detailed in HECS’s current rate
card, or as otherwise agreed in writing. Rates may be revised annually with 30 days’ written
notice.
24.3 Response Times
Where HECS has agreed a target response time in a written maintenance agreement, HECS will
use reasonable endeavours to meet that target. Response times are subject to engineer
availability, geographic location and travel conditions. HECS shall not be liable for failure to
achieve response times where delays arise from circumstances outside its reasonable control,
including traffic, adverse weather or third-party access restrictions.
Where no specific response time has been agreed, HECS will endeavour to respond to
emergency call-outs within four (4) hours during standard working hours and within eight (8)
hours outside standard working hours.
24.4 Maintenance Contract Terms
Where a planned preventative maintenance (PPM) contract is agreed:
• The initial term and renewal terms shall be set out in the relevant maintenance schedule
or service level agreement.
• Either party may terminate a maintenance contract by giving no less than 90 days’ written
notice prior to the end of the then-current term.
• HECS reserves the right to revise maintenance contract rates annually, with not less than
30 days’ written notice.
• Any reactive work carried out during a PPM contract that falls outside the agreed scope
of the maintenance schedule will be charged separately at HECS’s prevailing rates.
25. Documentation and Handover Deliverables
25.1 Standard Deliverables
Unless otherwise agreed in the Scope of Works, HECS shall provide the following documentation
upon Practical Completion, as applicable to the nature of the works carried out:
• As-built drawings in PDF format and, where applicable, in the native CAD format used
during design.
• Electrical installation certificates and inspection records as required under BS 7671 (IET
Wiring Regulations).
• Operation and Maintenance (O&M) manuals for equipment supplied or installed by
HECS.
• FAT and SAT test records and commissioning reports.
• Copies of third-party certificates, calibration records and test results obtained during the
works.
25.2 Regulated and Specialist Sectors
Where HECS is engaged to work in a regulated environment (including pharmaceutical, food
production, water treatment or ATEX-classified areas), additional documentation may be
required. Any requirement for validation documentation (including Installation Qualification (IQ),
Operational Qualification (OQ) or Performance Qualification (PQ) protocols), GMP-compliant
records or regulatory submissions must be agreed and included in the Scope of Works prior to
commencement. Such work will be subject to additional charges.
25.3 Document Format and Submission
All documentation will be provided digitally in PDF format as a minimum. The Client must notify
HECS in writing at the quotation stage if specific formats, document management systems or
naming conventions are required; failure to do so may result in additional charges for
reformatting. HECS will not be responsible for uploading documents to third-party portals unless
this is explicitly included in the Scope of Works.
25.4 Client Obligations
The Client shall review all handover documentation within 14 days of receipt and notify HECS of
any deficiencies within that period. Where the Client fails to review documentation within this
timeframe, the documents shall be deemed accepted. HECS’s obligation to produce
documentation does not extend beyond the Defects Liability Period.
26. Data Protection
Both parties shall comply with all applicable data protection legislation, including the UK General
Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended or
replaced from time to time.
26.1 Roles and Responsibilities
The parties acknowledge that in the performance of HECS’s services, HECS may process
personal data on behalf of the Client. Where this occurs:
• The Client shall be the Data Controller and HECS shall act as a Data Processor in
respect of any personal data processed in connection with the services.
• HECS shall process personal data only on the documented instructions of the Client and
for no other purpose.
• HECS shall implement appropriate technical and organisational measures to protect
personal data against unauthorised or unlawful processing, accidental loss, destruction
or damage.
26.2 Data Minimisation
HECS shall only collect and process personal data to the extent strictly necessary for the
performance of its services. HECS shall not retain personal data beyond the period necessary for
the services and shall delete or return all personal data upon the Client’s written request, or upon
completion of the project, unless retention is required by applicable law.
26.3 Sub-Processors
HECS shall not engage any sub-processor to process personal data on behalf of the Client
without the prior written consent of the Client. Where consent is given, HECS shall ensure that
equivalent data protection obligations are imposed on the sub-processor by way of a written
contract.
26.4 Data Breaches
HECS shall notify the Client without undue delay upon becoming aware of a personal data
breach that is likely to result in a risk to the rights and freedoms of individuals. HECS shall
cooperate with the Client in investigating and remediating any such breach.
26.5 Access to Client Systems
Where HECS is granted access to the Client’s operational technology (OT) or IT systems,
networks or data for the purpose of delivering its services, the Client warrants that it has the right
to grant such access and that HECS’s use of those systems in accordance with the Scope of
Works will not breach any third-party rights or regulatory requirements. HECS shall only access
systems to the extent required for the performance of the services and shall not access, copy or
retain any data beyond what is strictly necessary.
27. Cybersecurity
Given the nature of HECS’s services in integrating networked control systems, PLCs, SCADA
and HMI platforms, both parties acknowledge the importance of cybersecurity in operational
technology (OT) environments.
27.1 HECS Obligations
During the performance of its services, HECS shall:
• Use reasonable endeavours to follow cybersecurity best practices appropriate to OT
environments, having regard to relevant guidance such as IEC 62443 and NCSC
(National Cyber Security Centre) guidelines.
• Not introduce known malware, unauthorised software or unlicensed tools into any Client
system.
• Not connect Client systems to external networks or the internet during commissioning or
testing without the Client’s prior written consent.
• Ensure that any removable media (USB drives, laptops, programming devices) used
on-site are scanned for malware before use, where practicable.
27.2 Client Obligations
The Client shall:
• Maintain appropriate network segmentation, firewalls and access controls on its OT and
IT networks.
• Ensure that access credentials provided to HECS are revoked upon completion of the
works or termination of the Agreement.
• Notify HECS promptly of any known cybersecurity vulnerabilities or incidents on its
systems that may affect HECS’s personnel or work.
27.3 Liability
HECS shall not be liable for cybersecurity incidents, breaches or system vulnerabilities that: (a)
existed prior to HECS’s involvement; (b) arise from the Client’s own systems, network
architecture or third-party equipment; or (c) result from the Client’s failure to implement
reasonable cybersecurity measures following handover. HECS’s liability for any cybersecurity
incident caused by its own gross negligence or wilful misconduct is limited as set out in Section
16.
27.4 Post-Handover Security
The Client acknowledges that it is solely responsible for the cybersecurity of its systems following
Practical Completion. HECS strongly recommends that the Client carries out a cybersecurity
review of any networked control system following completion of integration works and before
connecting the system to any wider network.
28. Regulatory Compliance and Technical Standards
HECS shall carry out its works in accordance with applicable legislation and standards in force at
the time of execution.
28.1 Applicable Standards
Unless otherwise specified in the Scope of Works, HECS shall carry out its works in compliance
with the following standards and regulations, as applicable:
• BS 7671:2018 (as amended) — IET Wiring Regulations (18th Edition) — for all fixed
electrical installation work.
• Provision and Use of Work Equipment Regulations 1998 (PUWER) — for all machinery
and equipment works.
• IEC 62061 and ISO 13849 — for functional safety of machinery control systems.
• Electricity at Work Regulations 1989 — for all works involving electrical systems.
• Construction (Design and Management) Regulations 2015 (CDM) — as applicable to
construction activities.
• Dangerous Substances and Explosive Atmospheres Regulations 2002 (DSEAR) / ATEX
Directive — where works are carried out in or adjacent to hazardous classified areas.
28.2 Client Responsibility for Compliance
The Client is responsible for ensuring that the overall project design, operational requirements
and site conditions comply with all applicable legislation and regulations. HECS’s compliance
obligation extends only to the works described in the Scope of Works. Where the Client’s
instructions or site conditions require HECS to deviate from standard compliance requirements,
the Client shall obtain and provide written authority from the relevant regulatory body or
competent person before instructing HECS to proceed.
28.3 Regulatory Rework
Where a regulatory authority, approval body or qualified person requires modifications to works
already completed by HECS, and such modifications are required solely because the Client’s
design intent, specification or information provided to HECS was inaccurate, incomplete or
non-compliant, the cost of such modifications shall be borne by the Client and shall be subject to
a Variation Order.
28.4 Hazardous Areas (ATEX / DSEAR)
Where any part of the works is to be carried out in or in proximity to a hazardous or classified
area, the Client shall provide HECS with the relevant Area Classification drawings and DSEAR
assessment prior to commencement. HECS shall not be required to carry out works in classified
areas without this documentation. Any additional costs arising from hazardous area requirements
not identified at the time of quotation shall be subject to a Variation Order.
29. Client-Supplied Equipment and Third-Party Integration
29.1 Client-Supplied Equipment
Where the Client supplies equipment, components or materials for incorporation into the works:
• The Client warrants that Client-Supplied Equipment is fit for purpose, free from defects
and accompanied by all necessary technical documentation, wiring diagrams, data
sheets and installation instructions.
• HECS shall not be liable for defects, failures or integration issues arising from
Client-Supplied Equipment, and any rework required as a result shall be subject to a
Variation Order.
• The Client shall ensure that Client-Supplied Equipment is delivered to site in accordance
with the project programme. Delays caused by late or defective delivery of
Client-Supplied Equipment shall be treated as a compensable delay event under Section
20.
29.2 Third-Party Interfaces
Where the Scope of Works requires HECS to interface with systems, equipment or software
supplied or specified by third parties, the Client shall:
• Provide all relevant technical documentation, communication protocols, driver
specifications and access credentials necessary for integration.
• Confirm that any third-party supplier licences, support agreements or firmware versions
required for integration are in place before works commence.
• Accept that HECS cannot guarantee integration outcomes where third-party
documentation is incomplete, inaccurate or where the third-party supplier fails to
cooperate.
HECS shall notify the Client promptly if third-party documentation or cooperation proves
insufficient, and shall raise a Variation Order for any additional work required as a result.
29.3 Compatibility
HECS’s designs and engineering works are prepared on the basis of the equipment
specifications, software versions and communication standards documented in the Scope of
Works or otherwise provided by the Client at the time of quotation. HECS shall not be liable for
incompatibilities arising from changes to third-party equipment, software updates or firmware
upgrades made without HECS’s prior written consent.
30. Personnel
30.1 Allocation of Personnel
HECS shall allocate suitably qualified and experienced engineers and technicians to carry out
the works. HECS does not commit to assigning any specific named individual to any project.
HECS reserves the right to reassign personnel at its discretion to ensure the efficient delivery of
the services, provided that the competence and quality of the works is maintained.
30.2 Conduct and Suitability
HECS shall ensure that all personnel attending the Client’s site comply with the Client’s
reasonable site rules, health and safety requirements and codes of conduct, provided that these
are communicated to HECS in writing prior to site attendance. The Client may request the
removal of an individual from site where there is reasonable cause, including serious misconduct
or a demonstrable safety concern. HECS shall investigate any such request and, where
appropriate, reassign the individual. Removal of personnel shall not entitle the Client to any
reduction in fees or to terminate the Agreement.
30.3 Subcontractors and Agency Personnel
HECS may engage subcontractors or agency workers as part of its workforce. All such
individuals will be subject to the same standards of conduct and competence as direct HECS
employees. HECS remains responsible for the performance of subcontracted or agency
personnel in relation to the works.
30.4 Non-Solicitation
The Client agrees that during the term of any Agreement and for a period of twelve (12) months
following completion or termination, it will not directly solicit, employ or engage any HECS
employee, subcontractor or agency worker who has been involved in the delivery of the services,
without HECS’s prior written consent. A breach of this clause shall entitle HECS to claim a fee
equivalent to six (6) months’ gross salary or day-rate earnings of the relevant individual as
liquidated damages.
31. Insurance
31.1 HECS Insurance Obligations
HECS shall maintain the following insurance policies throughout the duration of the Agreement
and for a period of no less than six (6) years following Practical Completion:
• Professional Indemnity Insurance: minimum limit of £1,000,000 per claim, or such greater
amount as may be agreed in writing.
• Public Liability Insurance: minimum limit of £5,000,000 per occurrence.
• Employers’ Liability Insurance: minimum limit of £10,000,000 per occurrence, as required
by the Employers’ Liability (Compulsory Insurance) Act 1969.
• Contractors’ All Risks Insurance: as appropriate to the nature and value of the works.
31.2 Evidence of Insurance
HECS shall provide the Client with certificates of insurance upon written request and shall notify
the Client as soon as reasonably practicable if any insurance policy is cancelled, lapses or
materially changes during the Agreement.
31.3 Client Insurance Obligations
The Client shall maintain appropriate insurance for its own operations, plant, equipment and the
site itself. Where the Client requires HECS to be named as an additional insured on any of the
Client’s policies, this must be agreed in writing prior to commencement and may be subject to
additional cost. The Client’s obligation to maintain insurance for stored materials is set out in
Section 5.5.
32. Notices
All formal notices required or permitted under these Terms and Conditions shall be in writing and
delivered by one of the following methods:
• By hand, to the registered office or principal place of business of the receiving party;
• By first class recorded delivery post, addressed to the registered office or principal place
of business of the receiving party; or
• By email, to the email address notified by each party in writing for the purpose of
receiving formal notices, provided that delivery is confirmed by a read receipt or
acknowledgement from the receiving party.
Notices shall be deemed received: (a) if delivered by hand, on the date of delivery; (b) if sent by
recorded post, two business days after posting; and (c) if sent by email, on the day of
transmission, provided a confirmation of receipt is obtained. For the avoidance of doubt, general
project correspondence, variation instructions and day-to-day communications do not need to
comply with this clause, but formal notices relating to suspension, termination, dispute resolution
or claims must do so.
33. Limitation Period for Claims
Without prejudice to the Defects Liability Period set out in Section 21, no claim or action against
HECS arising out of or in connection with these Terms and Conditions or the performance of the
works shall be brought after the expiry of three (3) years from the date of Practical Completion, or
from the date on which the claimant became aware (or ought reasonably to have become aware)
of the facts giving rise to the claim, whichever is the earlier.
Nothing in this clause shall limit any claim for fraud or fraudulent misrepresentation. The liability
limitations set out in Section 16 continue to apply alongside this clause.
34. Anti-Bribery, Modern Slavery and Ethical Compliance
34.1 Anti-Bribery
Both parties shall comply with all applicable anti-bribery and anti-corruption legislation, including
the Bribery Act 2010. Neither party shall offer, give, request or accept any financial or other
advantage intended to induce or reward improper performance of a function in connection with
the Agreement. Each party shall maintain adequate procedures to prevent bribery by its
employees, subcontractors and agents.
34.2 Modern Slavery
Both parties shall comply with all applicable legislation relating to modern slavery and human
trafficking, including the Modern Slavery Act 2015. HECS shall take reasonable steps to ensure
that its supply chain is free from modern slavery and human trafficking and shall cooperate with
the Client’s reasonable requests for information in connection with its own modern slavery
obligations.
34.3 Subcontractors
HECS shall use reasonable endeavours to ensure that subcontractors engaged on a project are
bound by equivalent anti-bribery and modern slavery obligations. A breach of this clause by
either party shall entitle the other to terminate the Agreement in accordance with Section 14.2.
35. Waste Disposal and Environmental Obligations
35.1 HECS-Generated Waste
HECS shall remove and dispose of waste materials generated directly by its own installation or
modification activities, including cable off-cuts, packaging and used consumables, in accordance
with applicable waste management legislation, including the Environmental Protection Act 1990
and the Waste (England and Wales) Regulations 2011. Where hazardous waste is generated (for
example, fluorescent lamps or capacitor banks), HECS shall ensure lawful disposal and shall
provide duty-of-care documentation on request.
35.2 Client Responsibility for Existing Plant
The disposal of existing plant, equipment, cabling, switchgear or other materials removed from
the Client’s site during upgrade or replacement works shall be the Client’s responsibility unless
explicitly included in the Scope of Works. The Client shall notify HECS in writing of any known or
suspected hazardous substances in existing plant (including polychlorinated biphenyls (PCBs),
asbestos, or other regulated materials) prior to commencement. If hazardous materials are
discovered during the works, HECS reserves the right to suspend works and issue a Variation
Order covering the cost of appropriate management and disposal.
35.3 Environmental Compliance
Both parties shall comply with all applicable environmental legislation in the performance of the
Agreement. HECS shall notify the Client promptly if it becomes aware of any environmental risk
arising from the works.
Acceptance and Signature
By signing below, the Client confirms that it has read, understood and agrees to be bound by
these Terms and Conditions in their entirety.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
HALE ENGINEERING CONSULTANCY
SERVICES LTD