The terms in this document (“General Terms”) as supplemented and/or amended by any relevant letter of engagement apply to each matter in relation to which Greenkeepers carries out work for you.

The expressions “we”, “us”, or “our” mean or refer to Greenkeepers, a trading name of Big Green Step Limited (a company registered in England and Wales with registered number 6818979 whose registered office is at Nelson House, 2 Hamilton Terrace, Leamington Spa, Warwickshire, CV32 4LY).

These General Terms are intended to clarify the ground rules of the relationship between us. They set out at the start of the relationship, our basic terms of business and the basis for delivery of our services and the levels of communication and approval, which we expect to follow (and to be followed), in order to maintain professional efficiency and prevent future misunderstandings.

It is important that you provide us, as quickly as practicable, with all relevant information for the services you have asked us to provide, and that all information provided is, to the best of your knowledge, complete, accurate and up to date. Please tell us of any subsequent changes to the information provided, as well as about any further information, which might be relevant.

Should a conflict arise between these General Terms and any relevant letter of engagement then the letter of engagement will take precedence.

1 Who are we?
As an environmental consultancy agency focussing on carbon neutrality we have extensive and wide-ranging experience in all areas of environmental management and marketing communications.

In engaging with you, we strive to provide you with the highest levels of client service in the firm belief that our services can be a fundamental part of your business success.

2 How do we work?
Your main contact will be your Account Manager / Director. Heading the team on your account, s/he works with and is supported by the full support of the wider team.

This team approach follows through to implementation and ongoing support. As far as it is practicable given varying workloads and your requirements, the same staff will work together to ensure continuity and familiarity with your work.

Within this structure staff follow a quality processes and procedures for which are similar to the ISO 9000 Quality System, though not currently accredited. This ensures clear communications for both you and us throughout the progress of projects.

3 What can you expect from us?
We will provide you with a high standard of service, as detailed in any accompanying terms of engagement.

We will attend meetings as appropriate to the nature, volume and requirements of the work undertaken, whilst seeking to minimise the environmental impact of travel.

We will provide appropriate documentation, including estimated costs (or fixed-price quotes where appropriate) for all work to be undertaken.

3.1 Estimates and quotes
For all works, an estimate of the expected costs will be provided, where possible, before work starts. The estimate is a fair indication of the likely cost of the work at the outset, and whilst every effort is made to be as accurate as possible, the final cost of the completed work can vary. Where differences from the original estimate are identified which affect the expected cost, we will advise you before we continue with any further work, and where these are significantly different, a new estimate will be issued.

Whenever possible, we will provide a fixedprice service and specify the works that will be delivered for the fee. Any external costs will be be separately identified and estimated or quoted as far as is practicable.

4 What do we expect from you?
We require a formal confirmation of work and ask you, where possible, to provide an approved Purchase Order (or other form of written confirmation) for each project or other work commissioned from us. Where no such formal confirmation is received, agreement to proceed as documented in Contact Reports of meetings, telephone conversations or e-mail will be taken as confirmation.

You will respect our commitment and work with us in a timely way and will adhere to agreed project timing plans. You will provide us with timely information and communications when required and keep us informed of any potential delays to the project.

You agree to meet our payment terms and to pay any surcharges, which may be levied by us, in respect of overdue accounts.

5 Our fees
Our fees are based on our service charges and external costs. We prefer to offer our services on the basis of a charge for specified results or deliverables. Our aim is to reflect the fair value of the work being done to ensure a professional and effective service.

In the context of this charging structure, it is our objective to estimate, quote and charge what is fair and reasonable for each job or project, and the following considerations will affect the time taken and therefore the cost:

• The complexity and urgency of the work and the levels of difficulty or specialisation of the work required.
• The individual skill, specialised knowledge and level of responsibility required.
• The time spent on the overall project or specific aspects of it.
• The extent of changes or amendments to the scope of the works.
• The level of involvement and cooperation you can offer to the project.

All our charges are subject to VAT (subject to our current registration status) where appropriate, at the prevailing rate, whether or not VAT has been shown on an estimate or quote.

5.1 Fees for external purchases
Items purchased from outside suppliers on your behalf may be subject to a handling charge, either as a percentage of the invoice cost of the product or service purchased or as a flat figure. This charge is our remuneration for the responsibility assumed in sourcing, ordering and effectively underwriting such orders. The charge may vary and may not be separately itemised on invoices. Examples of these types of purchases include printing, PR services, equipment and consultancy. If we say in a quote or estimate that we will not apply a handling charge, the cost of such a purchase will be passed through to you at cost in our invoices(s).

5.2 Interim Charges
For large projects, which require specialist or exceptional external services or purchases, we may be required to pay for those services in advance. There may also be projects, which, for various reasons, take longer to complete than originally estimated, or which get delayed at some stage in their progress for which we will have incurred, sometimes substantial, costs.

In all such cases we reserve the right to submit a corresponding proforma invoice to you, for which prior notice will always be given and your consent obtained.

6 Credit History
We may carry out a routine credit check on your organisation before accepting your instructions and periodically thereafter. We reserve the right to request payment on account, or an alternative billing or payment pattern, as agreed. This may be where there is a particularly large or unusual campaign or where we consider it appropriate on the basis of the results of credit checks that have been carried out.

7 Our Payment Terms
Unless otherwise agreed in writing between us, our invoices are due for payment within 28 days from the date on the invoice. Any queries must be raised within 7 days on receipt of the invoice.

If any of your payments to us are overdue, we reserve the right to suspend or terminate the provision of further services to you until payment is made and we reserve the right to charge interest at the rate of 3% above Barclays Bank plc base rate until payment is made.

8 Our Delivery Terms
Delivery of work shall be accepted when tendered or, if earlier, on notification that the work has been completed, when ownership will pass to you.

Unless otherwise specified, the price quoted is for delivery of the work to your office address. A charge may be made to cover any extra costs involved for delivery to a different address.

9 Confidentiality
All information regarding your business and affairs, which may be disclosed to us, will be regarded as, and kept, confidential at all times by our management and staff, unless it is agreed that any such information may be disclosed and except where and when it may form part of the printed or published matter prepared by for you.

We will keep confidential any such confidential information received for a minimum period of five years, and will use all reasonable efforts to ensure that our directors, managers, employees and authorised representatives and agents, who have access to, or knowledge of, such confidential information will not, in any circumstances, disclose it or any part of it to any third party or allow it to be used for any purpose without obtaining your prior written consent.

Nothing contained in these General Terms should be construed as granting to us any proprietary rights or any licence in respect of the confidential information disclosed, or of any patents, patent applications or other proprietary rights that you own.

The protection to be accorded to such confidential information disclosed within these General Terms shall not extend to any information which:

• was known to us, from written records of digitally stored data in our possession, prior to the disclosure of such Confidential Information;
• is generally available to the general public at the time of disclosure of such Confidential Information;
• subsequently becomes publicly available except through a breach of these General Terms, or is subsequently lawfully obtained by us from any third party; or
• is required to be disclosed by any law, court or relevant regulator.

10 Intellectual Property
Other than as set out below, the intellectual property rights of all material produced as part of our work for you, are owned by us as its creator. As far as we can lawfully do so and unless otherwise stated, these rights will be assigned to you at the completion of your job provided that all costs relating to creation and execution, including associated fees, have been paid.

Certain items produced for us by third parties might be excluded from this assignment of rights because ownership and these rights have not been transferred to us. We will grant you a non-exclusive, permanent, royalty free licence to use this third party material provided that all costs relating to your job have been paid.

Unless you notify us otherwise, as is usual throughout the industry, we will be entitled to use reasonable extracts from the material prepared for you in our own publicity material, for awards entries, and in the portfolios of our staff and affiliates.

11 Material and information
A charge may be made to cover any additional work involved where information you supply is not clear and legible, or where text or data is supplied in such format as requires additional unexpected work to enable use.

We may reject material or information supplied by you, which we judge to be unsuitable, whether by its content, quality or accuracy.

Where you supply information, we will take every care to secure the best results but we will not accept responsibility where imperfect work is caused by inaccuracies in the information you supply.

12 Variations

12.1 Variations in Prices
Our costs are based on the estimates or quotes supplied to you and these remain valid for 60 days unless otherwise stated. Unforeseen variation in external costs or any variations in our costs initiated by you changing the scope of works will be communicated to you in advance whenever possible.

13 Liability
Nothing in these General Terms shall exclude or restrict our liability to you for death or personal injury resulting from our negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited or excluded under any applicable law or regulation.

We accept no liability of any nature for any actions or claims arising from the publication of materials, which has been authorised, by you and you indemnify us against any claims in this respect.

We shall not be liable for any loss to you arising from delay or loss of goods or materials in transit not caused by us.

We shall not be liable for any indirect loss or damage however caused.

We shall not be liable for any loss of profit, income, production or accruals arising in any circumstances whatsoever, whether direct or indirect, whether in contract, tort, negligence, breach of statutory duty or otherwise, and howsoever caused.

Subject to the rest of this section, our liability for any claim, whether in contract, tort, negligence, breach of statutory duty or otherwise, for any loss or damage, costs or expenses howsoever caused arising out of or in connection with the services we provide you shall, in relation to each claim, be limited to one and a half times the fees specified in the letter of engagement or latest estimate/ invoice where appropriate.

14 Termination
You may bring instructions to an end at any time. We may also bring instructions to an end for a good reason and on reasonable notice. If instructions are terminated you will be liable for fees arising and payments made or committed up to the date of termination of the instructions.

15 Miscellaneous

15.1 Your Property
Unless you are not contracting in the course of a business nor holding out as doing so, your property and all property supplied to us by you or on your behalf shall, while it is in our possession or in transit to or from our premises, be deemed to be at your risk unless otherwise agreed and you should insure accordingly.

15.2 Insolvency
If you cease to pay debts in the ordinary course of business or cannot pay your debts as they become due or, being a company, are deemed to be unable to pay or have a winding-up petition made against you or being a natural person become bankrupt or have a bankruptcy petition issued against you; we shall be entitled, without affecting any other of our rights, to: (a) not proceed further with the contract or any other work for you and to charge you for work already carried out (whether complete or not) and for materials purchased on your behalf; and (b) in respect of all unpaid debts due from you, have a general lien on all of your goods and property in our possession (whether worked on or not) and, at the end of 14 days’ notice, to dispose of such goods or property in a manner and at a price we think fit and to apply the proceeds toward such debts.

15.3 Force Majeure
We shall have no liability under these General Terms or otherwise for any delays or failures in the performance of our obligations which result from circumstances beyond our reasonable control which include, without limitation, industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors. If such an event occurs, we will notify you as soon as possible that we have been prevented or delayed in meeting our obligations to you and will take all reasonable action to meet our obligations as fully and promptly as possible. Any such failure or delay on our part will not constitute a breach of the agreement by us.

15.4 Law and Jurisdiction
These General Terms shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which both of us submit.

15.5 Severability
If any of the General Terms is found by a court to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but without affecting any other General Term.

15.6 Third Parties
These General Terms are not intended to, and do not, give any person who is not a party to it any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.