Full Standard Terms and Conditions
1. Definitions
Agreement means these T&Cs together with the applicable Quote or Statement of Work ("SOW").
Business Day means Monday to Friday, excluding public holidays in England.
Charges means all fees, expenses and taxes payable by the Client under the Agreement.
Client means the customer named on the Quote or SOW.
Deliverables means any work products, documents, designs, drawings, reports or data produced in the course of the Services.
Services means labour supply, consultancy and related services described in the Quote or SOW.
UK GDPR means the UK General Data Protection Regulation and the Data Protection Act 2018.
2. Basis of Contract and Ordering
2.1 An Agreement is formed when the Client (i) signs or emails acceptance of a Quote or SOW, (ii) issues a purchase order referencing the Quote or SOW, or (iii) permits Techserve to commence work.
2.2 The Quote or SOW prevails over these T&Cs in the event of conflict; otherwise these T&Cs govern.
2.3 Quotes remain valid for 30 days unless stated otherwise.
2.4 Techserve may reasonably rely on instructions from the Client's nominated representatives.
2.5 Electronic signatures and email acceptances are valid for the purpose of forming or varying the Agreement.
3. Scope of Services
3.1 Techserve will perform the Services with reasonable skill and care. Unless expressly stated otherwise, time is not of the essence.
3.2 Site attendance may require inductions, risk assessments and method statements (RAMS) and compliance with site rules, health and safety law and, where applicable, the Construction (Design and Management) Regulations 2015.
3.3 Where Techserve manages third-party suppliers as principal, it will exercise reasonable care in selection and oversight. Techserve is not liable for independent third-party suppliers' defaults except to the extent caused by Techserve's breach.
4. Client Responsibilities
4.1 Provide safe access, site rules, inductions, timely decisions and approvals, accurate information and any required system access.
4.2 Where third-party data feeds (for example, access control, booking systems, sensors) drive analytics or reporting, the Client remains responsible for data quality, permissions and lawful disclosure.
5. Charges, Expenses and Payment
5.1 Unless a fixed price is stated, Services are time and materials at the then-current rate card; a minimum 4-hour on-site charge may apply for call-outs where specified in the Quote.
5.2 Expenses (reasonable travel, accommodation, materials, parking, courier) are charged at cost (and any agreed uplift) with prior approval; mileage at applicable HMRC rates if charged.
5.3 Invoices are issued as stated in the Quote or SOW (typically monthly in arrears) and are due within 14 calendar days from the invoice date.
5.4 Late payment: Techserve may charge interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (8% plus the Bank of England base rate), and may suspend Services after notice.
5.5 The Client shall not set off or deduct any amounts except as required by law.
6. Cancellations and Rescheduling
6.1 The Client may cancel or request rescheduling by written email to info@tsrm.co.uk; UK (London) time applies.
6.2 Charges on cancellation:
(a) more than 48 hours' notice: no charge;
(b) 24-48 hours' notice: 50% of the cancelled booking or shift or day rate;
(c) less than 24 hours' notice (or no-show on the day): 100% of the charge.
6.3 For multi-day bookings, the rule applies to the next day's work falling within the relevant window.
6.4 Non-billable rescheduling is at Techserve's discretion and subject to availability.
7. Changes
Changes in scope, additional effort or visits, out-of-hours work or delays caused by Client dependencies constitute variations and will be billed at the applicable rates.
8. Personnel; Status; IR35
8.1 Techserve's staff and contractors remain under Techserve's control; nothing in the Agreement creates an employment relationship with the Client.
8.2 Where workers are supplied via intermediaries and the off-payroll working rules (IR35) could apply, the statutory client is responsible for issuing any Status Determination Statement with reasonable care; the statutory fee-payer is responsible for the associated tax and NIC obligations. The parties will cooperate and share information.
8.3 Techserve is not an employment agency unless expressly stated. No transfer under the Transfer of Undertakings (Protection of Employment) regulations (TUPE) is intended by ordinary termination or scope changes; if TUPE is alleged, the parties will cooperate and allocate risk reasonably.
9. Subcontracting and Third-Party Suppliers
Techserve may use competent subcontractors and specialist partners. Techserve remains responsible for their acts and omissions in delivering the Services, save where acting as the Client's agent by agreement.
10. Confidentiality
Each party shall keep the other's confidential information confidential and use it only for the purposes of the Agreement, subject to disclosures required by law or to professional advisers.
11. Data Protection (UK GDPR)
11.1 Each party is an independent controller for its own business records. Where Techserve processes Client Personal Data as processor, the Data Processing Addendum in Schedule 1 applies.
11.2 The Client warrants it has a lawful basis and adequate transparency for any personal data provided to Techserve.
11.3 International transfers will use appropriate safeguards consistent with UK law and guidance (for example, UK standard contractual clauses or addendum and transfer risk assessments where required).
12. Intellectual Property
12.1 Each party's background intellectual property, templates, tools and methodologies remain that party's property.
12.2 Deliverables: on full payment, the Client receives either (i) a perpetual, worldwide, royalty-free licence to use Deliverables internally, or (ii) if the Quote or SOW states, an assignment of IP in Deliverables, excluding Techserve's background IP, templates, tools and methodologies.
12.3 Techserve may re-use anonymised, aggregated learnings and analytics to improve services.
13. Warranties and Reliance
13.1 Techserve will perform the Services with reasonable skill and care. No other warranties (express or implied) apply.
13.2 Reports and dashboards are for the Client's internal use; no third party may rely on them without Techserve's prior written consent.
14. Health, Safety and Site Rules
Techserve will comply with applicable health and safety law and site rules and, where applicable, the Construction (Design and Management) Regulations 2015 duties relevant to its role. The Client remains responsible for client-side duties and site safety within its control.
15. Liability and Insurance
15.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that cannot lawfully be limited or excluded.
15.2 Exclusions: neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, data, or business interruption.
15.3 Cap: Techserve's aggregate liability arising out of or in connection with the Agreement is limited to the greater of £250,000 or 100% of the total Charges paid or payable in the 12 months preceding the event giving rise to the claim.
15.4 Insurance: Techserve maintains industry-standard cover: Employers' Liability £5m, Public or Products Liability £5m, and Professional Indemnity £1m; evidence available on request.
16. Anti-Bribery, Modern Slavery, Tax Evasion and Fraud Prevention
Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 (failure to prevent the facilitation of tax evasion) and any applicable failure-to-prevent fraud regime, maintaining proportionate prevention procedures and appropriate due diligence.
17. Non-Solicitation
During the Services and for 12 months thereafter, neither party will solicit the other's key staff directly involved in the engagement, excluding general advertising not targeted at the other party's personnel.
18. Force Majeure
Neither party is liable for failure or delay in performing its obligations caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable endeavours to mitigate.
19. Suspension and Termination
19.1 Techserve may suspend the Services for non-payment after giving notice.
19.2 Either party may terminate for a material breach not cured within 14 days of notice, or immediately upon the other party's insolvency event.
19.3 On termination, the Client will pay (i) fees for work performed to date (pro rata) and (ii) committed, non-cancellable costs and expenses.
20. Publicity
Neither party will use the other's name or logo without prior written consent. Reasonable case studies may be agreed.
21. Third-Party Rights
No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement.
22. Notices
Formal notices must be sent by email to info@tsrm.co.uk and to the Client's notified address, with a copy to the registered office. Notices are deemed received on the next Business Day.
23. Governing Law and Jurisdiction
The Agreement is governed by the laws of England and Wales. The courts of England have exclusive jurisdiction.
Schedule 1 - Data Processing Addendum (Controller-Processor)
1. Roles and Processing Details
Client is controller; Techserve is processor. The subject matter, duration, nature and purpose of the processing, and the categories of personal data and data subjects, are as stated in the applicable Quote or SOW.
2. Processor Obligations
Process personal data only on documented instructions; ensure confidentiality; implement appropriate technical and organisational measures; assist the Client with data subject requests; assist with data protection impact assessments and consultations; delete or return personal data at the end of the Services; make information available for audits.
3. Sub-Processors
Sub-processing is permitted with Client notification. Techserve will impose equivalent obligations on sub-processors and remains liable for their performance.
4. International Transfers
International transfers will use UK-approved safeguards, such as the UK international data transfer addendum to the EU standard contractual clauses, and, where required, transfer risk assessments.
5. Security
Security measures shall be appropriate to the risks of the processing and may include access controls, encryption in transit, logging and monitoring, backup and resilience.
6. Personal Data Breach
Techserve will notify the Client without undue delay after becoming aware of a personal data breach, including sufficient details to support the Client's regulatory notifications where required.