OPSG Contractor & Supply Chain Conditions of Engagement

Octagon Property Services Group Ltd

Effective Date: 09 June 2023
Last Updated: 06 July 2026

1. Introduction, Definitions & Acceptance

1.1 Purpose

These Contractor & Subcontractor Conditions of Engagement (“Conditions”) govern every quotation, instruction, purchase order, work order, service, attendance and Agreement entered into between Octagon Property Services Group Ltd (“OPSG”, “we”, “us”, “our”) and any contractor, subcontractor, consultant, supplier or specialist (“Contractor”, “you”, “your”).

These Conditions establish the contractual basis upon which Contractors provide Services on behalf of OPSG and shall apply to every engagement unless expressly varied in writing by a Director of OPSG.

1.2 Scope

These Conditions apply to all Services undertaken on behalf of OPSG, including (without limitation):

• reactive maintenance;
• planned maintenance;
• inspections and surveys;
• compliance services;
• consultancy;
• project support;
• installations;
• repairs;
• maintenance;
• specialist services;
• emergency call-outs;
• supply of Goods;
• digital submissions;
• reports;
• photographs;
• drone surveys; and
• any other Services instructed by OPSG.

1.3 Definitions

For the purposes of these Conditions:

Agreement means the legally binding agreement between OPSG and the Contractor.

Client means any customer, managing agent, academy trust, contractor, organisation, property owner, occupier or other party for whom OPSG provides Services.

Conditions means these Contractor & Subcontractor Conditions of Engagement.

Contractor means the individual, company, consultant, supplier, subcontractor or other organisation engaged by OPSG.

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

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

Goods means any materials, equipment, products or components supplied under the Agreement.

Services means all works, inspections, surveys, consultancy, installations, maintenance, repairs, reporting or other activities undertaken on behalf of OPSG.

Site means any premises or location where the Services are carried out.

Variation means any addition, omission or alteration to the instructed Services.

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

1.4 Notice & Acceptance

OPSG may provide notice of these Conditions electronically, in hard copy, by email, via a purchase order, through its contractor onboarding process or by publishing the current version on its website.

The Contractor shall be deemed to have accepted these Conditions upon the earliest of:

• submitting a quotation to OPSG;
• accepting a purchase order or work instruction;
• attending Site;
• commencing the Services;
• supplying Goods;
• submitting an invoice;
• accepting payment from OPSG; or
• otherwise acting in a manner consistent with acceptance of the Agreement.

No handwritten or electronic signature shall be required for these Conditions to become legally binding unless expressly requested by OPSG.

1.5 Authority

The Contractor warrants that any individual accepting instructions or entering into an Agreement on its behalf has full authority to bind the Contractor to these Conditions.

1.6 Latest Version

OPSG may revise these Conditions from time to time.

Where the Contractor has been notified of an updated version, or where the updated version has been made available through OPSG’s usual communication channels, the Contractor shall be responsible for ensuring continued compliance with the current version.

2. Commercial Relationship

2.1 Appointment

From time to time, OPSG may appoint the Contractor to provide Services on its behalf.

Nothing within these Conditions obliges OPSG to offer any minimum volume or value of work, nor obliges the Contractor to accept any particular instruction unless otherwise agreed in writing.

The Contractor acts as an independent contractor and not as an employee, agent, partner or representative of OPSG.

2.2 Instructions

Only OPSG may issue instructions relating to the Services unless expressly authorised otherwise in writing by a Director of OPSG.

The Contractor shall not accept instructions, Variations, design changes, additional works or payment directly from OPSG’s Client without OPSG’s prior written approval.

Where a Client requests additional works or changes to the agreed scope, the Contractor shall immediately refer the request to OPSG for instruction.

Failure to do so may constitute a material breach of these Conditions.

2.3 Variations & Additional Works

The Contractor shall not undertake any additional works outside the instructed scope without prior authorisation from OPSG.

Where urgent additional works are reasonably necessary to:

• protect life;
• protect property;
• maintain statutory compliance;
• prevent further damage; or
• allow the instructed Services to continue safely,

the Contractor may take such reasonable action as is immediately necessary but shall notify OPSG at the earliest practicable opportunity.

No entitlement to additional payment shall arise unless the Variation has subsequently been authorised by OPSG.

2.4 Payment

Unless otherwise agreed in writing:

• invoices shall be submitted in the format requested by OPSG;
• invoices shall clearly reference the relevant purchase order, work order or job number;
• payment shall become due only after receipt of a valid invoice and any supporting documentation reasonably required by OPSG.

Where evidence required by the Client or OPSG has not been submitted, OPSG reserves the right to defer payment until the required documentation has been received.

OPSG reserves the right to withhold payment for:

• unauthorised Variations;
• defective workmanship;
• incomplete Services;
• missing compliance documentation;
• unresolved defects; or
• invoices submitted incorrectly.

Nothing within this Clause shall prevent OPSG from exercising any lawful right of set-off or deduction where applicable.

2.5 Non-Circumvention & Commercial Protection

During the course of providing the Services, the Contractor may become aware of OPSG’s:

• Clients;
• prospective Clients;
• managing agents;
• framework providers;
• consultants;
• suppliers;
• manufacturers;
• commercial contacts;
• pricing structures;
• project opportunities; and
• business relationships.

These commercial relationships form a valuable part of OPSG’s business and shall remain protected.

The Contractor shall not directly or indirectly:

• approach;
• solicit;
• contract with;
• invoice;
• accept payment from;
• market services to; or
• otherwise seek to obtain work from,

any Client, contact or organisation introduced by OPSG for the purpose of circumventing OPSG’s commercial involvement.

This protection applies whether the engagement is:

• direct or indirect;
• immediate or delayed;
• undertaken personally or through another company, partnership or associated organisation.

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

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

• lost profit;
• lost margin;
• administration costs;
• investigation costs;
• legal costs where recoverable; and
• any other recoverable losses or damages.

Nothing within this Clause shall prevent the Contractor from undertaking work for organisations with whom the Contractor can demonstrate an established commercial relationship that pre-dated OPSG’s introduction.

2.6 Confidential Commercial Information

The Contractor acknowledges that all pricing, quotations, rates, commercial information, methodologies, project information, Client details and business opportunities disclosed by OPSG are confidential.

Such information shall not be disclosed, copied, used or relied upon for any purpose other than the proper performance of the Services without OPSG’s prior written consent.

This obligation shall continue after completion or termination of the Agreement.

3. Operational Delivery

3.1 Competence & Quality

The Contractor warrants that all Services shall be carried out:

• with reasonable skill, care and diligence;
• by suitably trained, competent and authorised personnel;
• in accordance with all applicable legislation;
• in accordance with relevant British Standards, Approved Codes of Practice and recognised industry guidance;
• in accordance with manufacturer instructions where applicable; and
• in accordance with the quality standards reasonably expected of a competent contractor undertaking similar Services.

The Contractor shall remain responsible for the quality, workmanship and supervision of all personnel engaged in the delivery of the Services.

3.2 Health, Safety & Site Rules

The Contractor shall comply with:

• all applicable health and safety legislation;
• the Construction (Design and Management) Regulations where applicable;
• Client Site Rules;
• safeguarding requirements;
• permit-to-work systems;
• asbestos management procedures;
• environmental controls;
• emergency procedures;
• fire safety arrangements; and
• all reasonable instructions issued by OPSG.

The Contractor shall immediately notify OPSG of:

• accidents;
• incidents;
• near misses;
• dangerous occurrences;
• environmental incidents;
• enforcement action;
• prohibition notices; and
• any circumstance likely to affect the safe delivery of the Services.

Where the Contractor identifies any unsafe condition, statutory non-compliance or immediate risk to persons or property, the Contractor shall take all reasonable steps to make the area safe (where it is safe to do so) and notify OPSG without delay.

3.3 RAMS, Documentation & Competence

Where requested, the Contractor shall provide current copies of all documentation reasonably required by OPSG before attending Site or commencing the Services.

Such documentation may include (without limitation):

• Risk Assessments and Method Statements (RAMS);
• rescue plans;
• Public Liability Insurance;
• Employers’ Liability Insurance;
• Professional Indemnity Insurance (where applicable);
• training records;
• competency certificates;
• CSCS cards;
• IPAF certificates;
• PASMA certificates;
• DBS certificates;
• first aid qualifications;
• face fit certificates;
• asbestos awareness training;
• manufacturer approvals;
• calibration certificates; and
• any other documentation reasonably required for the Services.

The Contractor shall ensure that all documentation remains valid throughout the duration of the engagement and shall provide updated copies promptly upon renewal or request.

Failure to provide satisfactory documentation may result in the Contractor being refused access to Site, suspended from the Services or removed from the programme without liability to OPSG.

3.4 Site Conduct

The Contractor shall conduct itself professionally at all times whilst representing OPSG.

Without limitation, the Contractor shall:

• behave courteously towards Clients, building users and members of the public;
• wear suitable PPE appropriate to the Services being undertaken;
• present themselves in a clean, professional and competent manner;
• comply with safeguarding requirements;
• protect Client property and the working environment;
• maintain tidy and safe working areas;
• avoid inappropriate language, behaviour or conduct;
• comply with all reasonable Site Rules; and
• act in a manner that protects the reputation of OPSG.

Smoking, vaping and the use of tobacco or nicotine products shall only be permitted within designated areas where expressly permitted by the Client.

Where the Client operates a smoke-free or vape-free Site, the Contractor shall comply fully with those requirements.

The Contractor shall not publish, distribute or otherwise share photographs, videos, drone imagery, project information, Client information or Site details on social media, websites, marketing material or any other public platform without the prior written consent of OPSG and, where applicable, the Client.

The Contractor shall not make any statement, representation or public communication which could reasonably bring OPSG, its Clients, employees, contractors or commercial relationships into disrepute.

3.5 Digital Records

The Contractor acknowledges that OPSG operates a digital-first management system.

OPSG may create, retain, process and rely upon Digital Records throughout the delivery of the Services.

Digital Records may include:

• photographs;
• videos;
• drone imagery;
• thermal imagery;
• inspection records;
• measurements;
• digital mark-ups;
• GPS information;
• timestamps;
• metadata;
• audit trails;
• cloud documentation;
• emails;
• digital forms; and
• other electronically stored project information.

Such Digital Records may be used for:

• contractual administration;
• quality assurance;
• statutory compliance;
• payment validation;
• progress monitoring;
• dispute resolution;
• insurance purposes;
• health and safety investigations;
• training; and
• continual improvement.

Unless otherwise agreed in writing, all Digital Records created during the delivery of the Services shall remain the property of OPSG.

3.6 Artificial Intelligence & Digital Systems

The Contractor acknowledges that OPSG may utilise digital systems, automation and artificial intelligence to support the administration and delivery of the Services.

Artificial intelligence may assist with:

• scheduling;
• quotations;
• reporting;
• compliance documentation;
• inspection records;
• customer communications;
• project administration;
• digital analysis;
• document preparation; and
• operational planning.

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

OPSG remains responsible for all decisions, instructions and contractual communications issued to the Contractor.

OPSG is committed to the responsible development and governance of artificial intelligence and aims to develop its AI 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.

3.7 Environmental Responsibility

The Contractor shall take reasonable steps to minimise waste, prevent pollution and comply with all applicable environmental legislation.

Where reasonably practicable, waste shall be segregated and disposed of through appropriately licensed waste management facilities.

The Contractor shall promptly report any environmental incident, pollution event or environmental enforcement action relating to the Services to OPSG.

The Contractor shall support OPSG’s commitment to sustainable working practices wherever reasonably practicable.

3.8 Audit & Inspection

OPSG reserves the right to audit or inspect, upon reasonable notice where practicable:

• insurance documentation;
• qualifications;
• training records;
• competence records;
• calibration certificates;
• RAMS;
• quality records;
• Digital Records;
• workmanship;
• compliance documentation; and
• any other information reasonably required to verify compliance with these Conditions.

The Contractor shall cooperate fully with any reasonable audit or inspection undertaken by OPSG or, where applicable, by OPSG’s Client.

Where any non-conformance or deficiency is identified, the Contractor shall promptly implement any reasonable corrective actions requested by OPSG.

4. Legal Framework

4.1 Insurance

The Contractor shall maintain, throughout the duration of every engagement with OPSG, all insurance appropriate to the nature of the Services being undertaken.

Unless otherwise agreed in writing by OPSG, this shall include:

• Public Liability Insurance with a minimum indemnity of £5,000,000;
• Employers’ Liability Insurance where required by law;
• Professional Indemnity Insurance where appropriate to the Services being provided; and
• any other insurance reasonably required by OPSG or its Client.

The Contractor shall provide copies of current insurance certificates before commencing the Services and upon renewal or request.

The Contractor warrants that all insurance policies shall:

• remain valid throughout the engagement;
• provide appropriate cover for the Services undertaken; and
• be maintained without interruption.

Failure to maintain appropriate insurance may result in immediate suspension or termination of the Contractor’s engagement without liability to OPSG.

4.2 Intellectual Property

Unless expressly agreed otherwise in writing, all reports, surveys, drawings, specifications, Digital Records, photographs, videos, methodologies, templates, calculations, documentation and other intellectual property created specifically for OPSG or its Clients shall become the property of OPSG upon payment for the relevant Services.

The Contractor grants OPSG a perpetual, royalty-free licence to use, reproduce, amend and distribute any documentation prepared on OPSG’s behalf where ownership does not automatically transfer by law.

The Contractor shall not reproduce, publish, distribute or otherwise use such material for any purpose outside the instructed Services without the prior written consent of OPSG.

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

4.3 Confidentiality & Data Protection

The Contractor shall treat as strictly confidential all information obtained through its engagement with OPSG.

Confidential information includes (without limitation):

• Client information;
• pricing;
• quotations;
• Digital Records;
• reports;
• project documentation;
• specifications;
• commercial arrangements;
• security information;
• access credentials;
• methodologies; and
• any information reasonably considered confidential.

The Contractor shall not disclose such information to any third party except where:

• authorised by OPSG in writing;
• required by law; or
• necessary for the proper performance of the Services.

The Contractor 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.

These confidentiality obligations shall survive completion or termination of the Agreement.

4.4 Liability & Indemnity

The Contractor shall remain fully responsible for:

• its acts and omissions;
• workmanship;
• personnel;
• subcontractors engaged by it;
• equipment;
• materials supplied by it; and
• compliance with these Conditions.

The Contractor shall indemnify and keep indemnified OPSG against all losses, claims, damages, liabilities, costs and expenses arising directly from:

• breach of these Conditions;
• negligence;
• defective workmanship;
• breach of statutory duty;
• failure to maintain required insurance;
• failure to maintain required competence;
• unauthorised dealings with OPSG Clients;
• damage to property;
• personal injury; or
• misconduct by the Contractor or its personnel,

to the extent permitted by law.

Nothing within these Conditions shall require the Contractor to indemnify OPSG for losses arising solely from OPSG’s own negligence.

4.5 Suspension & Termination

OPSG reserves the right to suspend or terminate the Contractor’s engagement immediately where:

• these Conditions are materially breached;
• insurance lapses or becomes inadequate;
• competence can no longer be demonstrated;
• required documentation is not maintained;
• serious quality concerns arise;
• health and safety requirements are breached;
• unauthorised Client engagement occurs;
• fraudulent activity is suspected;
• safeguarding requirements are breached; or
• the Contractor’s actions place OPSG’s commercial reputation at risk.

Where suspension or termination results from the Contractor’s breach, OPSG reserves the right to recover any additional costs reasonably incurred in completing the Services through alternative resources.

Termination shall not affect any accrued rights, obligations or liabilities existing prior to termination.

Clauses relating to confidentiality, intellectual property, non-circumvention, indemnity and any other provisions intended to survive termination shall continue in full force following completion or termination of the engagement.

4.6 Notices

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

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.

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 delivery.

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.

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

4.7 General Provisions

4.7.1 Severability

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

4.7.2 Waiver

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

Any waiver shall apply only where expressly confirmed in writing by a Director of OPSG.

4.7.3 Assignment

The Contractor shall not assign, transfer, subcontract or otherwise dispose of its rights or obligations under these Conditions without the prior written consent of OPSG.

OPSG may assign or transfer its rights or obligations where reasonably required for the delivery of the Services or as part of its normal business operations.

4.7.4 Entire Agreement

These Contractor & Subcontractor Conditions of Engagement, together with any purchase order, work instruction, agreed scope of works, specifications and supporting documentation issued by OPSG, constitute the entire Agreement between the parties and supersede all previous discussions, negotiations, representations and understandings relating to the Services.

4.7.5 Continuous Improvement

OPSG is committed to continual improvement across 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.

The Contractor shall reasonably cooperate with initiatives intended to improve safety, quality, efficiency, sustainability and service delivery.

4.8 No Partnership & Third Party Rights

4.8.1

Nothing within these Conditions 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 Contractor.

4.8.2

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

4.8.3

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 Conditions.

4.8.4

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

4.9 Variation of Conditions

4.9.1

OPSG reserves the right to amend these Contractor & Subcontractor Conditions of Engagement from time to time.

4.9.2

The latest published version shall apply to future engagements following reasonable notification to the Contractor or where the updated version has been made available through OPSG’s normal contractor communication channels.

4.9.3

No amendment or variation proposed by the Contractor shall be binding unless expressly agreed in writing by a Director of OPSG.

4.10 Governing Law & Jurisdiction

4.10.1

These Contractor & Subcontractor Conditions of Engagement and every Agreement entered into between OPSG and the Contractor shall be governed by and construed in accordance with the laws of England and Wales.

4.10.2

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

4.10.3

These Conditions should be read together with the relevant:

• Purchase Order;
• Work Instruction;
• Scope of Works;
• Specifications;
• Drawings;
• RAMS;
• Site Rules;
• Client Instructions;
• Commercial Conditions of Contract (where relevant); and
• any other Contract Documents issued by OPSG.

4.11 Contact Details

Octagon Property Services Group Ltd

Website: https://www.opsg.uk

Email: info@opsg.uk

Telephone: 0330 043 6909

Appendix A – Document Governance