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Terms

1. Definitions

“Client” means any company or other person or body placing an Order with Groundwise;

“Equipment” means pipes wires cables and other plant or equipment;

“Fee” means in relation to a Site of an area not exceeding the Standard Maximum Area the fee for carrying out a Search identified either on Groundwise website (where an Order is placed through the website) or on the Order Form where an Order is placed using an Order Form plus Value Added Tax and in relation to a Site of an area exceeding the Standard Maximum Area shall be such sum as shall be agreed between Groundwise and a Client plus Value Added Tax;

“Groundwise” means Groundwise Searches Limited

“Order” means an order by a Client from Groundwise for the provision of a Search whether placed electronically through Groundwise’s website or in paper form using an Order Form;

“Order Form” means Groundwise’s current standard Utility Searches Order Form for placing an order for a Search in hard copy;

“Report” means a written report in hard copy provided by Groundwise to a Client reflecting the results of Groundwise’s enquiries of Utility Companies in response to an Order;

“Search” means making enquiries of the Utility Companies likely to have utilised or operated Equipment on a Site, as to the location of any Equipment on that Site following acceptance by Groundwise of an Order, and providing the Client with a Report;

“Site” means a site identified on a plan submitted with an Order which in relation to any Order placed electronically shall not exceed the Standard Maximum Area;

“Standard Maximum Area” means an area no greater than 15 hectares or of a length no greater than one kilometre and a width no greater than two hundred metres;

“Terms of an Order” means in the case of an Order placed electronically the information requested from a Client relating to a Site, the provisions relating to the method of payment, the information contained in or accessed through the tabs appearing on an Order Summary and all other applicable information contained in Groundwise’s website and in the case of an Order placed in hard copy means the provisions of a completed Order Form.

2. Agreement

2.1 The Terms of an Order together with these Terms and Conditions constitute the terms of a contract (“Contract”) between Groundwise and a Client for the carrying out of a Search.

2.2 A Contract shall come into effect when Groundwise notifies a Client that it has accepted an Order. Where such notification is by email it shall be deemed to have occurred as soon as Groundwise has sent the email to the Client, where such notification is by letter, upon the posting of the letter to the Client, or where there is a verbal acceptance when Groundwise verbally confirms acceptance of an Order to the Client.

3. Payment and Refunds

3.1 Other than in the case of Clients who have set up an account with Groundwise, when placing an Order a Client shall provide Groundwise with credit card details sufficient to enable Groundwise to debit that credit card with the Fee and by such notification and subject to accepting the relevant Order Groundwise is authorised to debit that credit card with the Fee

3.2 In the case of Clients who have an account with Groundwise the Fee shall be paid within 28 days of the acceptance of an Order by Groundwise

3.3 Groundwise shall be entitled to terminate any account set up with it by a Client any time without notice and to require payment in accordance with paragraph 3.1

3.4 Where a Client cancels an Order :

3.4.1 within three hours of that Order being accepted by Groundwise, Groundwise shall promptly refund the Fee paid plus Value Added Tax in full, or where no fee has been paid no fee shall be payable;

3.4.2 within three days but after the elapse of three hours of an Order being accepted by Groundwise, Groundwise shall promptly refund 50% of the Fee paid plus Value Added Tax or where no fee has been paid 50% of the fee plus Value Added Tax shall be payable and in either such case following such reimbursement or where no payment has been made upon making any payment due the relevant Contract shall terminate without further liability on the part of Groundwise or of the Client.

4. Limitation of Liability

4.1 Groundwise shall use its reasonable endeavours to provide a Search within the period referred to in the Order and shall not be liable for any delay arising because of any act omission or delay of any Utility Company.

4.2 Without limiting the liability of Groundwise in the case of death or personal injury Groundwise shall have no liability to a Client:

4.2.1 for the information contained in a Report to the extent that any errors or omissions reflect the errors or omissions of a Utility Company in providing or omitting to provide information to Groundwise and to the extent that that Utility Company has no liability to Groundwise in relation to the provision of such information, or the omission to provide relevant information;

4.2.2 in relation to any Report for loss or damage arising in relation to loss of profits, loss of business, loss of use, or any special indirect consequential or pure economic loss, costs, damages, charges or expenses and subject as earlier provided Groundwise’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation restitution or otherwise in relation to the performance or contemplated performance of the Services shall be limited £2,000,000.00 and

4.2.3 to any third party for any errors or omissions contained in or omitted from a Report.

5. Copyright

5.1 The copyright in the Report is the property of Groundwise and the Report may not be copied or reproduced in whole or in part nor communicated or divulged to any third party without the prior written consent of Groundwise.

6. Data Protection

The Client acknowledges and agrees that details of the Client’s name address and payment record may be submitted to a credit reference agency and personal data will be processed by and on behalf of Groundwise in connection with the Searches

7. Force Majeure

Groundwise will have no liability to the Client if it is prevented from or delayed in performing its obligations under a Contract by acts events omissions or accidents beyond its reasonable control, including strikes, lock-outs and other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order rule regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

8. Severance

8.1 If any provision or part of any provision in these terms and conditions or of any Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain force.

8.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some of it were deleted that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

8.3 The parties agree, in the circumstances referred to in paragraph 8.1 above to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid, unenforceable or illegal provision.

9. Status of Pre-Contractual Statements

Each of the parties acknowledges and agrees that in entering into a Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of a Contract.

10. Assignment

A Client shall not, without the prior written consent of Groundwise, assign transfer charge sub-contract or deal in any other matter with any of its rights under a Contract.

11. Third Party Rights

For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is not intended that the rights of either of the parties shall be contractually enforceable by any third party.

12. Governing Law and Jurisdiction

These terms and conditions and any Contract are governing by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or any Contract.

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