OPSG Commercial Conditions of Contract (Version 4.0)

Octagon Property Services Group Ltd

Commercial Conditions of Contract

Version 4.0

Effective from:
06 July 2026

Prepared by:
Octagon Property Services Group Ltd

Applicable to:

• Quotations
• Purchase Orders
• Reactive Works
• Planned Maintenance
• Compliance Services
• Surveys
• Reports
• Invoices
• Service Agreements

Introduction, Definitions & Contract Formation

1. Introduction

1.1 Purpose

These Commercial Conditions of Contract (“Conditions”) govern every quotation, proposal, instruction, purchase order, survey, inspection, report, project, service and agreement entered into by Octagon Property Services Group Ltd (“OPSG”, “we”, “us”, “our”), unless expressly varied in writing by a Director of OPSG.

These Conditions establish the contractual basis upon which OPSG provides its Services and shall apply to all Clients unless superseded by a separate written agreement signed by both parties.

1.2 Scope

These Conditions apply to (without limitation):

• quotations and proposals;
• reactive maintenance;
• planned maintenance;
• inspections and surveys;
• compliance services;
• consultancy;
• project management;
• contractor management;
• installation works;
• repairs;
• maintenance contracts;
• digital services;
• reports;
• invoices;
• cloud-based document delivery; and
• all associated Services provided by OPSG.

1.3 Interpretation

These Conditions shall be interpreted fairly and commercially to reflect the parties’ intentions and the nature of the Services being provided.

2. Definitions

For the purposes of these Conditions:

Agreement means the legally binding contract formed between OPSG and the Client.

Client means the person, company, organisation, academy trust, managing agent, local authority, contractor or other party instructing OPSG.

Conditions means these Commercial Conditions of Contract.

Contract Documents means collectively:

• the Quotation;
• these Conditions;
• agreed Variations;
• specifications;
• drawings;
• schedules;
• purchase orders accepted by OPSG; and
• any other agreed contractual documents.

Director means a statutory Director of Octagon Property Services Group Ltd.

Digital Record means any electronic document, photograph, video, drone image, thermal image, scan, cloud file, email, metadata, audit trail or other electronically stored project information.

Goods means all materials, equipment, fixtures, fittings or products supplied by OPSG.

Practical Completion means the point at which the Services are substantially complete and capable of their intended use, notwithstanding minor defects or snagging items.

Quotation includes any quotation, estimate, proposal, pricing schedule, budget cost or commercial submission issued by OPSG.

Services means all works, inspections, consultancy, maintenance, installations, repairs, project management, surveys, reporting or other services supplied by OPSG.

Site means any premises or location where the Services are undertaken.

Variation means any addition, omission, alteration or change to the agreed scope.

Working Day means any day excluding Saturdays, Sundays and public holidays in England and Wales.

3. Contract Formation & Acceptance

3.1

These Conditions form part of every Agreement entered into with OPSG.

3.2

Every Quotation is issued subject to these Conditions, which are incorporated by reference whether provided electronically, in hard copy or published on the OPSG website.

3.3

An Agreement shall be formed immediately upon the earliest of:

• written acceptance;
• electronic acceptance;
• issue of a purchase order;
• written instruction;
• verbal instruction;
• email confirmation;
• commencement of the Services;
• delivery of Goods;
• payment of a deposit or invoice; or
• any conduct reasonably demonstrating acceptance.

3.4

No handwritten signature shall be required unless expressly requested by OPSG.

3.5

The Client warrants that any person instructing OPSG has authority to bind the Client contractually.

3.6

Where multiple representatives provide instructions, OPSG may rely upon those instructions unless notified otherwise in writing.

3.7

No waiver of any provision shall constitute a continuing waiver.

4. Contract Documents & Order of Precedence

4.1

Unless expressly agreed otherwise, the following order of precedence shall apply:

1. A written agreement signed by both parties.
2. The OPSG Quotation.
3. Agreed written Variations.
4. These Commercial Conditions of Contract.
5. Accepted purchase orders.
6. Supporting documentation.

4.2

Client purchase order terms, onboarding conditions or standard trading terms shall not amend these Conditions unless expressly accepted in writing by a Director.

4.3

Where OPSG performs Services under a third-party framework or bespoke contract, those contractual requirements shall apply only to the extent expressly accepted by OPSG.

5. Quotations

5.1

Unless otherwise stated, Quotations remain valid for 30 calendar days.

5.2

Following expiry, OPSG may revise pricing to reflect changes in:

• labour;
• statutory employment costs;
• supplier pricing;
• fuel;
• plant hire;
• materials;
• freight;
• taxation; or
• any other material cost increase beyond OPSG’s reasonable control.

5.3

Illustrations, photographs, drawings and specifications remain indicative unless expressly stated otherwise.

5.4

Errors and omissions remain subject to correction.

6. Commercial Basis of Pricing

Unless expressly stated otherwise:

• prices exclude VAT;
• prices are based upon unrestricted Site access;
• prices assume normal weekday working hours;
• prices assume suitable working conditions;
• quotations are based upon NIL retention;
• quotations exclude main contractor discounts unless expressly agreed.

7. Payment Terms

7.1

Payment shall be made within 30 calendar days of the invoice date unless otherwise agreed in writing by a Director.

7.2

OPSG may require:

• deposits;
• mobilisation payments;
• staged payments;
• milestone payments;
• payment for bespoke materials;
• interim applications; or
• payment upon completion.

7.3

Time for payment shall be of the essence.

7.4

Where a Client has previously paid late, OPSG reserves the right to require advance payment or revised payment arrangements for future work.

8. Late Payment & Credit Control

8.1

OPSG reserves all rights available under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) together with any other applicable legislation.

8.2

OPSG may recover:

• statutory interest;
• statutory compensation;
• debt recovery costs;
• legal costs where recoverable; and
• any reasonable costs incurred in collecting overdue sums.

8.3

Acceptance of part payment shall not constitute settlement unless confirmed in writing.

8.4

Persistent late payment may result in withdrawal of credit facilities and refusal of future instructions.

9. Invoice Queries

9.1

Any invoice query must be raised in writing within 14 calendar days of the invoice date.

9.2

The Client shall provide sufficient detail to enable investigation.

9.3

Undisputed amounts remain payable.

9.4

A dispute affecting one invoice shall not justify withholding payment of unrelated invoices.

10. Suspension of Services

10.1

OPSG may suspend the Services immediately where payment becomes overdue.

10.2

OPSG shall have no obligation to recommence the Services until all overdue sums have been received as cleared funds.

10.3

Any remobilisation, delay, extended hire, supplier charges or additional attendance arising from suspension may constitute a Variation and be recoverable from the Client.

10.4

Nothing within these Conditions shall prejudice any statutory rights or obligations arising under applicable construction or payment legislation.

SECTION 11

Commercial Delivery

11. Variations & Changes to the Services

11.1

The Services are priced using the information available at the date of the Quotation, including drawings, specifications, photographs, surveys, client instructions and visible Site conditions.

11.2

Any alteration to the agreed scope shall constitute a Variation unless expressly stated otherwise.

Variations include (without limitation):

• additional Client instructions;
• revised specifications;
• design changes;
• omitted works;
• additional quantities;
• restricted access;
• unforeseen compliance requirements;
• programme changes;
• delays caused by others; and
• any work not expressly included within the original Quotation.

11.3

Where immediate action is reasonably necessary to protect persons, property, statutory compliance or the continued delivery of the Services, OPSG may proceed with the Variation before formal written approval where it is reasonable to do so.

The Client shall be notified as soon as reasonably practicable.

11.4

Variations may affect:

• price;
• programme;
• labour requirements;
• material quantities;
• plant requirements;
• warranties; and
• completion dates.

12. Existing Buildings, Hidden Defects & Unforeseen Conditions

12.1

Many Services involve existing buildings, structures, drainage systems, roofs, mechanical installations and other assets where concealed defects cannot reasonably be identified before work commences.

12.2

Unless expressly stated otherwise, OPSG does not allow for hidden defects within its Quotation.

12.3

Examples include (without limitation):

• rotten timber;
• structural deterioration;
• corroded steelwork;
• asbestos-containing materials;
• concealed services;
• undocumented alterations;
• defective previous workmanship;
• hidden water ingress;
• failed substrates;
• contaminated materials;
• unstable ground conditions; and
• non-compliant historic installations.

12.4

Where unforeseen conditions are identified, OPSG shall notify the Client as soon as reasonably practicable.

Any additional investigation or remedial work shall constitute a Variation.

12.5

OPSG shall not be responsible for defects that could not reasonably have been identified during pricing or visual inspection.

13. Client Responsibilities

13.1

The Client shall provide all information reasonably required to enable the Services to be delivered safely, efficiently and in accordance with the agreed programme.

13.2

Unless otherwise agreed, the Client shall provide:

• unrestricted access;
• suitable welfare facilities where required;
• electrical power where required;
• water supply where required;
• parking and unloading facilities;
• permits;
• inductions;
• security clearance;
• keys or access credentials;
• escort arrangements where applicable; and
• timely instructions.

13.3

Failure to provide the above may result in:

• delays;
• additional attendance;
• waiting time;
• remobilisation;
• additional plant hire;
• programme extensions; or
• additional costs.

Such costs may constitute a Variation.

14. Site Conditions & Safe Working

14.1

The Client shall ensure that the Site is reasonably safe and suitable for the agreed Services.

14.2

OPSG reserves the right to suspend or postpone work where it reasonably believes that:

• the Site is unsafe;
• statutory requirements are not being met;
• suitable access is unavailable;
• environmental conditions present an unacceptable risk; or
• continuing would place personnel, property or the public at unnecessary risk.

14.3

Any resulting delay shall not constitute a breach of contract by OPSG.

15. Programme & Completion

15.1

Any commencement date, programme or completion date issued by OPSG represents a reasonable estimate unless expressly stated to be contractually binding.

15.2

OPSG shall be entitled to a reasonable extension of time where delays arise from circumstances outside its reasonable control.

These include (without limitation):

• Client delays;
• Variations;
• hidden defects;
• adverse weather;
• supplier delays;
• utility failures;
• statutory authority requirements;
• labour shortages;
• restricted access;
• Force Majeure; or
• delays caused by third parties.

15.3

Where delays increase OPSG’s costs, OPSG reserves the right to recover all reasonably incurred additional costs.

SECTION 16

Operational Delivery

16. Labour & Employment

16.1

Labour rates are based upon employment costs, statutory contributions and employment legislation applicable at the date of the Quotation.

16.2

Where statutory employment costs materially increase before commencement, OPSG reserves the right to adjust pricing accordingly.

16.3

Where TUPE applies, pricing remains subject to validation of transferring employees and associated liabilities.

17. Plant, Equipment & Temporary Works

17.1

Plant, tools, access equipment, scaffolding, towers, MEWPs, lifting equipment and temporary works remain subject to the relevant hire provider’s terms where applicable.

17.2

Additional hire charges resulting from:

• delayed collection;
• Client delay;
• restricted access;
• failed delivery;
• aborted attendance;
• theft;
• vandalism;
• misuse; or
• extended hire,

shall be recoverable from the Client where applicable.

18. Operational Restrictions

18.1

Unless otherwise agreed, Services are priced upon normal weekday working hours.

18.2

Out-of-hours working, phased working, school holiday working, occupied premises, enhanced security, healthcare facilities, custodial environments or other operational restrictions may attract additional charges.

18.3

Waiting time resulting from delayed access may constitute a Variation.

19. Welfare, Parking & Site Facilities

19.1

Where welfare facilities are required under applicable legislation, the Client shall make suitable provision unless otherwise agreed.

19.2

Parking charges, permits, congestion charges, tolls or similar access costs reasonably incurred may be chargeable unless expressly included within the Quotation.

19.3

The Client shall provide suitable arrangements for deliveries, unloading and material storage where these form part of the agreed Services.

20. Health, Safety & Safeguarding

20.1

Both parties shall cooperate to maintain safe systems of work.

20.2

The Client shall notify OPSG of:

• safeguarding procedures;
• permit-to-work systems;
• asbestos information;
• known hazards;
• emergency arrangements;
• security procedures; and
• any Site-specific restrictions.

20.3

OPSG reserves the right to refuse to undertake any activity it reasonably considers unsafe or unlawful.

21. Waste & Environmental Management

21.1

Waste removal is included only where expressly stated within the Quotation.

21.2

Historic waste, hazardous waste, asbestos-containing materials, contaminated materials, chemicals, oils, clinical waste and waste generated by others remain excluded unless specifically included.

21.3

Additional waste disposal shall constitute a Variation unless otherwise agreed.

21.4

OPSG shall dispose of waste in accordance with applicable environmental legislation.

22. Client-Supplied Materials

22.1

Where the Client supplies materials or equipment, OPSG accepts no responsibility for:

• manufacturing defects;
• suitability;
• compatibility;
• latent defects; or
• product performance.

22.2

Additional labour arising from unsuitable Client-supplied products shall constitute a Variation.

22.3

Manufacturer warranties relating to Client-supplied products remain solely with the original manufacturer unless otherwise agreed.

SECTION 23

Technical & Digital Service Delivery

23. Professional Services & Technical Judgement

23.1

OPSG shall perform the Services using reasonable skill, care and diligence consistent with the standards reasonably expected of a competent contractor providing similar services.

23.2

Where more than one technically acceptable method exists for undertaking the Services, OPSG reserves the right to determine the most appropriate methodology having regard to:

• health and safety;
• statutory compliance;
• manufacturer guidance;
• recognised industry good practice;
• programme requirements;
• operational efficiency;
• quality; and
• commercial practicality,

unless the Client expressly instructs otherwise in writing.

23.3

Professional recommendations issued by OPSG represent its opinion based upon information reasonably available at the time and shall not constitute guarantees of future performance unless expressly stated.

24. Inspection, Surveying & Reporting Services

24.1

Inspection, surveying, reporting and consultancy Services are undertaken using the information, access and conditions available at the time of attendance.

24.2

Unless expressly stated otherwise, inspections are visual and non-intrusive.

24.3

OPSG does not dismantle, expose or destructively investigate building elements unless specifically instructed.

24.4

Inspection findings represent conditions existing at the time of inspection only.

24.5

Where further investigation is recommended, such recommendations do not form part of the original scope unless separately instructed.

25. Compliance Services

25.1

Fire door inspections, fire stopping inspections, compartmentation surveys, compliance inspections and similar specialist Services are undertaken in accordance with the agreed scope and recognised industry guidance applicable at the time.

25.2

Reports shall not constitute certification of statutory compliance unless expressly stated.

25.3

Recommendations for remedial works, replacement or further investigation remain subject to separate instruction.

26. Specialist Building Services

26.1

Roofing investigations, drainage investigations, CCTV surveys, leak detection, drone inspections, thermal surveys and similar specialist Services are undertaken using reasonable professional skill and care.

26.2

Due to the nature of existing buildings, OPSG cannot guarantee that all concealed defects or causes of failure will be identified during a single attendance.

26.3

Temporary repairs and emergency make-safe works are intended to reduce immediate risk and shall not necessarily constitute permanent repairs.

27. Reactive Maintenance

27.1

Reactive Services are undertaken using the information available when the instruction is received.

27.2

Initial attendance may comprise investigation, fault finding, temporary repairs or emergency risk reduction.

27.3

Permanent repairs may require additional attendance, specialist materials or further investigation and shall constitute a Variation unless expressly included.

27.4

Published response times are targets only and remain subject to operational availability.

28. Guarantees & Warranties

28.1

Workmanship warranties apply only where expressly confirmed in writing.

28.2

Manufacturer warranties remain subject to the manufacturer’s own conditions.

28.3

Guarantees may become void where:

• third-party alterations occur;
• maintenance recommendations are ignored;
• accidental damage occurs;
• misuse occurs;
• building movement affects the completed work; or
• unauthorised repairs are undertaken.

SECTION 29

Digital Services & Information Management

29. Digital Communications

29.1

OPSG operates a digital-first working environment.

Communications may be undertaken using:

• email;
• telephone;
• SMS;
• secure messaging platforms;
• client portals;
• cloud collaboration platforms; and
• other appropriate electronic communication systems.

29.2

Electronic communications shall have the same contractual effect as written correspondence unless legislation requires otherwise.

30. Digital Documents & Cloud Collaboration

30.1

Project information may be created, stored and shared electronically.

30.2

OPSG may utilise secure cloud platforms, document management systems, Common Data Environments (CDEs) and client collaboration platforms for the exchange of project information.

30.3

Where Clients require uploads to SharePoint, CAFM systems, document management systems or other third-party platforms, the Client shall provide appropriate access permissions.

30.4

Unless expressly included within the Quotation, extensive document formatting, duplicate uploads, metadata entry or administration required by third-party systems shall constitute a Variation.

30.5

Electronic download links may expire after a reasonable period.

The Client remains responsible for securely retaining documentation once issued.

31. Digital Records & Project Evidence

31.1

OPSG may create Digital Records throughout the delivery of the Services.

31.2

Digital Records may include:

• photographs;
• videos;
• drone imagery;
• thermal imagery;
• CCTV footage;
• inspection records;
• measurements;
• mark-ups;
• cloud records;
• metadata;
• audit trails;
• GPS information;
• timestamps; and
• revision histories.

31.3

Digital Records may be relied upon for:

• contractual administration;
• quality assurance;
• compliance;
• progress monitoring;
• insurance;
• dispute resolution;
• health and safety;
• training;
• warranty administration; and
• continual improvement.

31.4

Unless otherwise agreed, copyright and ownership of Digital Records remain with OPSG.

32. Digital Systems, Automation & Artificial Intelligence

32.1

OPSG continually invests in digital systems, automation and artificial intelligence to improve the efficiency, consistency, quality and responsiveness of its Services.

32.2

Artificial intelligence may assist in preparing quotations, reports, maintenance documentation, inspection records, customer communications, scheduling, administration, digital analysis and other business processes.

32.3

Artificial intelligence shall support, and not replace, competent professional judgement.

32.4

Where appropriate, AI-assisted outputs shall remain subject to human review before issue.

32.5

OPSG remains fully responsible for all Services provided to the Client regardless of any digital or AI-assisted process used during delivery.

32.6

OPSG is committed to the responsible development, governance and deployment of artificial intelligence and digital technologies.

The Company aims to develop its AI governance arrangements in accordance with recognised best practice and the principles of ISO/IEC 42001 – Artificial Intelligence Management Systems, without implying certification unless expressly stated.

32.7

OPSG reserves the right to adopt future digital technologies where such adoption enhances service delivery, remains lawful and is consistent with these Conditions.

33. Electronic Acceptance & Digital Transactions

33.1

Electronic signatures, online approvals, purchase orders, email confirmations and other recognised electronic methods of acceptance shall be treated as legally binding.

33.2

Electronic records maintained by OPSG may be relied upon as evidence of instructions, approvals, contractual administration and project communications.

34. Information Security & Digital Resilience

34.1

OPSG shall take reasonable steps to protect electronic information under its control.

34.2

Whilst reasonable security measures are implemented, OPSG cannot guarantee uninterrupted availability of third-party cloud services, telecommunications networks or internet infrastructure.

34.3

The Client acknowledges that temporary disruption to third-party digital services shall not constitute a breach of these Conditions where such disruption is outside OPSG’s reasonable control.

34.4

Where reasonably practicable, OPSG shall maintain appropriate backup and document retention procedures in support of its management systems.

35. Suspension, Cancellation & Termination

35.1

OPSG reserves the right to suspend or terminate all or part of the Services immediately where:

• payment remains overdue;
• the Client commits a material breach of these Conditions;
• the Services cannot be undertaken safely;
• suitable access to the Site is unavailable;
• statutory requirements prevent continuation of the Services;
• the Client repeatedly delays, obstructs or interferes with the delivery of the Services; or
• circumstances arise beyond OPSG’s reasonable control.

35.2

Where the Services are suspended or terminated due to the Client’s actions or omissions, the Client shall remain liable for all costs reasonably incurred by OPSG, including (without limitation):

• completed Services;
• work in progress;
• Goods supplied;
• materials ordered or manufactured;
• labour committed;
• subcontractor costs;
• plant and equipment hire;
• mobilisation and demobilisation;
• storage;
• administration; and
• any other costs reasonably incurred prior to suspension or termination.

35.3

Where ongoing maintenance, monitoring, temporary systems, planned maintenance, hire arrangements or recurring Services are cancelled by the Client, the applicable notice period stated within the relevant Agreement shall apply.

35.4

Termination of the Agreement shall not affect any rights, obligations or liabilities accrued prior to termination.

35.5

Any suspension of the Services by OPSG in accordance with these Conditions shall not constitute a repudiatory breach of contract.

35.6

Where the Services are suspended due to the Client’s default, OPSG shall have no obligation to recommence the Services until all outstanding sums have been received as cleared funds and suitable arrangements have been agreed for any additional costs arising from remobilisation.

36. Defects, Warranties & Aftercare

36.1

Any workmanship warranty provided by OPSG shall apply only where expressly confirmed in writing within the relevant Quotation, Agreement or completion documentation.

36.2

Manufacturer warranties remain solely subject to the manufacturer’s own terms, conditions and warranty procedures.

36.3

Unless expressly agreed otherwise, warranties shall not apply where defects arise from:

• fair wear and tear;
• accidental or malicious damage;
• misuse or abuse;
• third-party interference;
• unauthorised alterations or repairs;
• failure to follow maintenance recommendations;
• structural movement;
• defects within adjoining construction;
• latent defects outside the agreed scope; or
• circumstances beyond OPSG’s reasonable control.

36.4

The Client shall notify OPSG in writing of any alleged defect promptly after becoming aware of it and, in any event, within any applicable warranty period.

36.5

The Client shall provide OPSG with a reasonable opportunity to inspect any alleged defect before instructing remedial works by others, except where immediate action is necessary to remove an imminent risk to life or property.

36.6

Where remedial work is undertaken by others without first providing OPSG with a reasonable opportunity to inspect, OPSG reserves the right to reject any subsequent warranty claim relating to those works.

37. Limitation of Liability

37.1

Nothing within these Conditions shall exclude or limit any liability that cannot lawfully be excluded or limited under the laws of England and Wales.

37.2

Subject to Clause 37.1, OPSG’s total aggregate liability arising from any Agreement shall not exceed the total value of the Services giving rise to the claim.

37.3

To the fullest extent permitted by law, OPSG shall not be liable for any indirect, consequential or economic loss, including (without limitation):

• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of anticipated savings;
• loss of production;
• loss of goodwill;
• reputational damage; or
• business interruption.

37.4

The Client shall take all reasonable steps to mitigate any loss arising from any alleged breach of contract.

37.5

Nothing within these Conditions shall extend OPSG’s duty of care beyond that imposed by law or expressly agreed within the relevant Agreement.

38. Intellectual Property

38.1

Unless expressly agreed otherwise in writing, all intellectual property created by OPSG shall remain the sole property of OPSG.

38.2

This includes (without limitation):

• quotations;
• surveys;
• inspection reports;
• drawings;
• specifications;
• photographs;
• Digital Records;
• methodologies;
• calculations;
• schedules;
• templates;
• software configurations;
• AI-assisted outputs;
• reports; and
• all other documentation prepared by OPSG.

38.3

The Client is granted a non-exclusive, non-transferable licence to use such documentation solely for the purpose for which it was originally prepared.

38.4

No document produced by OPSG may be copied, reproduced, distributed, modified, relied upon for another project or provided to third parties without OPSG’s prior written consent, except where reasonably required for the operation, maintenance or statutory compliance of the relevant property.

38.5

Nothing within these Conditions transfers ownership of OPSG’s intellectual property to the Client.

39. Non-Circumvention & Commercial Introductions

39.1

During the course of providing the Services, OPSG may introduce, recommend or facilitate introductions between the Client and third parties, including (without limitation):

• contractors;
• subcontractors;
• consultants;
• suppliers;
• manufacturers;
• specialist contractors;
• professional advisers;
• managing agents;
• framework providers;
• technology partners;
• strategic partners;
• end users; and
• any other individual or organisation introduced through OPSG’s involvement.

All such introductions shall remain commercially protected under these Conditions.

39.2

The Client shall not, either directly or indirectly, circumvent OPSG by engaging, instructing, contracting with or otherwise obtaining services from any person or organisation introduced by OPSG for the purpose of avoiding OPSG’s agreed fees, margins, commissions or other commercial arrangements.

39.3

This protection applies whether the subsequent engagement is:

• direct or indirect;
• immediate or delayed;
• undertaken by the Client or by any associated company, subsidiary, parent company, managing agent, employer, contractor or other third party acting on the Client’s behalf.

39.4

The protection afforded by this Clause shall continue for a period of twenty-four (24) months from the date of the relevant introduction unless otherwise agreed in writing by a Director of OPSG.

39.5

Where OPSG reasonably believes this Clause has been breached, OPSG reserves the right to pursue all remedies available at law and recover all reasonably incurred losses, including (without limitation):

• lost profit;
• lost margin;
• lost commission;
• administration costs;
• investigation costs;
• legal costs where recoverable;
• debt recovery costs where applicable; and
• any other recoverable losses or damages arising from the breach.

39.6

Nothing within this Clause shall prevent the Client from engaging any organisation or individual where the Client can demonstrate, with appropriate evidence, that an established commercial relationship existed prior to OPSG’s introduction.

40. Confidentiality & Data Protection

40.1

Each party shall keep confidential all commercially sensitive, proprietary or confidential information obtained during the course of the Agreement, except where disclosure is:

• required by law;
• required by a competent regulatory authority;
• necessary for the proper performance of the Services; or
• expressly authorised in writing by the other party.

40.2

Neither party shall use confidential information for any purpose other than that for which it was disclosed.

40.3

Each party shall comply with all applicable UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, where applicable.

40.4

Where OPSG processes personal data on behalf of the Client, such processing shall be undertaken solely for the purpose of delivering the agreed Services unless otherwise required by law.

40.5

OPSG may retain project documentation, Digital Records and contractual information in accordance with its document retention procedures, legal obligations and management systems.

40.6

Further information regarding the collection, processing and storage of personal data is available within the OPSG Privacy Policy.

41. Notices

41.1

Any notice or other formal communication required under these Commercial Conditions of Contract shall be given in writing.

41.2

Notices may be served by:

• email;
• first-class post;
• recorded delivery;
• personal delivery; or
• any other communication method expressly agreed in writing by both parties.

41.3

Unless evidence to the contrary is provided, notices shall be deemed to have been received:

• immediately where delivered by hand during normal business hours;
• on the next Working Day where sent by email before 4:00pm on a Working Day;
• on the second Working Day after posting by first-class post; or
• in accordance with the recorded delivery confirmation where sent by tracked or recorded services.

41.4

Each party shall promptly notify the other of any change to its registered office, principal place of business or nominated email address for contractual communications.

41.5

Routine project communications, site instructions, purchase orders and operational correspondence may be transmitted electronically unless these Conditions expressly require formal notice.

42. No Partnership or Agency

42.1

Nothing within these Commercial Conditions of Contract or any Agreement entered into between the parties shall create, or be deemed to create:

• a partnership;
• a joint venture;
• an agency relationship;
• a fiduciary relationship; or
• a contract of employment,

between OPSG and the Client.

42.2

Neither party shall have authority to bind, represent or enter into obligations on behalf of the other except where expressly authorised in writing.

43. Third Party Rights

43.1

Unless expressly stated otherwise within the relevant Agreement, no person who is not a party to the Agreement shall have any right to enforce any provision of these Commercial Conditions of Contract.

43.2

The parties expressly exclude the operation of the Contracts (Rights of Third Parties) Act 1999, except where that legislation cannot lawfully be excluded.

44. Force Majeure

44.1

Neither party shall be liable for any delay or failure in performing its obligations where such delay or failure results from circumstances beyond its reasonable control.

44.2

Such circumstances may include (without limitation):

• severe weather;
• flooding;
• fire;
• epidemic or pandemic;
• industrial action;
• acts of terrorism;
• civil unrest;
• cyber incidents;
• utility failures;
• government restrictions;
• supply chain disruption;
• material shortages;
• transport disruption; or
• any comparable event beyond the reasonable control of the affected party.

44.3

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to minimise the effects of the event.

44.4

Where a Force Majeure event continues for an extended period, the parties shall discuss appropriate arrangements for the continuation, suspension or termination of the Services.

45. General Provisions

45.1 Severability

If any provision of these Commercial Conditions of Contract is found by a court or competent authority to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

45.2 Waiver

No failure or delay by OPSG in exercising any right or remedy shall constitute a waiver of that right or remedy.

Any waiver shall apply only where confirmed expressly in writing.

45.3 Assignment

The Client shall not assign, transfer or subcontract its rights or obligations under the Agreement without the prior written consent of OPSG.

OPSG may assign or subcontract elements of the Services where appropriate for the delivery of the Agreement.

45.4 Entire Agreement

These Commercial Conditions of Contract, together with the Contract Documents, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations and understandings relating to the Services.

45.5 Consumer Rights

Where the Client contracts with OPSG as a consumer, nothing within these Commercial Conditions of Contract shall exclude or restrict any statutory rights which cannot lawfully be excluded.

45.6 Continuous Improvement

OPSG is committed to the continual improvement of its:

• Quality Management;
• Environmental Management;
• Health & Safety Management;
• Information Security;
• Digital Transformation;
• Artificial Intelligence Governance;
• Operational Excellence;
• Customer Experience;
• Sustainability;
• Training & Competence; and
• Business Management Systems.

This commitment supports the Company’s ongoing development, investment in technology and adoption of recognised industry best practice.

45.7 Responsible Artificial Intelligence

Where artificial intelligence or automated systems are utilised in support of the Services, OPSG remains committed to responsible governance, transparency and appropriate human oversight.

The Company aims to develop its artificial intelligence governance arrangements in accordance with recognised good practice and the principles of ISO/IEC 42001 – Artificial Intelligence Management Systems, without implying certification unless expressly stated.

45.8 Document Governance

These Commercial Conditions of Contract are controlled business documents and may be updated from time to time.

The version in force at the date of the relevant Quotation or Agreement shall apply unless otherwise expressly agreed in writing.

46. Governing Law, Jurisdiction & Contact Details

46.1

These Commercial Conditions of Contract and every Agreement entered into with OPSG shall be governed by and construed in accordance with the laws of England and Wales.

46.2

The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Commercial Conditions of Contract or the Services provided by OPSG.

46.3

These Commercial Conditions of Contract should be read together with the relevant:

• Quotation;
• Scope of Works;
• Specification;
• Agreed Variations;
• Purchase Order (where accepted);
• RAMS (where applicable);
• Project Documentation;
• Privacy Policy; and
• any other Contract Documents forming part of the Agreement.

46.4 Contact Details

Octagon Property Services Group Ltd

Website: https://www.opsg.uk

Email: info@opsg.uk

Telephone: 0330 043 6909

Appendix A – Document Governance