V1 2025

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1.         DEFINITIONS

In these Terms the following definitions apply:

• “The company” - Bellewood Limited. (Registered company no. 16158484) of Bartle House, 9 Oxford Court, Manchester, England, M2 3WQ (“the Agency”).

• “Client” - Means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced;

Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

The headings contained in these Terms are for convenience only and do not affect their interpretation.

2.         THE CONTRACT

These terms of business (“the Terms”) constitute the contract between the company and the Client under which the company provides construction estimating, cost planning, quantity surveying, and tendering services including any other services of whatever nature.

These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the company, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

These Terms shall apply without variation to all present and any future Introductions unless otherwise agreed in writing, or unless superseded by a later edition of the company’s Terms. The company reserves the right to change or alter these terms without notice.

3.         PURPOSE

This policy outlines the principles and standards under which Bellewood Limited provides construction estimating, cost planning, quantity surveying, and tendering services including any other services of whatever nature. The policy is intended to ensure that all services are delivered ethically, professionally, transparently, and in the best interests of our clients while protecting the integrity of our business.

4.         SCOPE

This policy applies to all employees, contractors, consultants, and representatives engaged by Bellewood Limited, as well as all estimating, tendering, and cost advisory services provided to clients.

5.         PROFESSIONAL STANDARDS

We are committed to:

• Providing estimates and tender documentation prepared with reasonable skill, care, and diligence using the information available at the time.

• Acting honestly, ethically, and professionally in all dealings.

• Maintaining independence and objectivity in our advice.

• Treating all clients fairly and consistently.

• Complying with all applicable laws and industry standards where possible.

6.         CONFLICT OF INTEREST

To maintain impartiality and trust:

• We will disclose any actual, potential, or perceived conflict of interest as soon as it becomes known.

• Where a conflict cannot be appropriately managed, we may decline or withdraw from the engagement.

• Employees and contractors must immediately report any personal, financial, or business relationship that may influence, or appear to influence, their professional judgement.

7.         CONFIDENTIALITY

All client information will be treated as confidential.

We will take reasonable care to:

• Protect all plans, specifications, pricing information, commercial data, and project information.

• Only disclose confidential information where authorised by the client, required by law, or necessary to perform agreed services.

• Store information securely and take reasonable steps to prevent unauthorised access.

• Not use confidential information for personal gain or to benefit another party.

• Clients acknowledge that certain information may need to be provided to subcontractors, suppliers, consultants, or tenderers solely for the purpose of obtaining quotations or preparing tenders.

8.         TRUSTWORTHY AND ETHICAL CONDUCT

Integrity forms the foundation of our business.

We will:

• Provide advice that is honest and based on our professional judgement.

• Avoid misleading or deceptive conduct.

• Not knowingly manipulate estimates to secure work or influence project decisions.

• Communicate openly when assumptions, uncertainties, or risks may affect project costs.

9.         TRANSPARENCY OF COSTS AND INCLUSIONS

Our estimates are prepared to provide the most accurate assessment possible based on the information supplied or available at the time of preparation.

Each estimate will, where reasonably practicable:

• Clearly identify included work.

• Clearly identify exclusions.

• State assumptions made during preparation.

• Identify provisional allowances where exact costs are unknown.

• Identify contingency allowances where applicable.

• State the date of pricing.

• Identify pricing sources where appropriate.

Clients are encouraged to seek clarification on any item they do not understand before relying upon the estimate.

10.    NATURE OF ESTIMATES

Construction estimates are forecasts prepared using available information and market conditions existing at the time.

Clients acknowledge that:

• Material prices, labour rates, subcontractor pricing, freight costs, taxes, exchange rates, and market conditions may change without notice.

• Design changes, incomplete documentation, unforeseen site conditions, statutory requirements, supplier availability, and client variations may affect actual project costs.

• An estimate is not a fixed-price contract unless expressly stated in writing.

11.     CLIENT REVIEW AND VERIFICATION

The client remains responsible for reviewing all estimates, quantities, assumptions, inclusions, exclusions, specifications, drawings, calculations, and tender documentation including any other service provided by Bellewood Limited before relying upon them for any commercial decision.

Before accepting or submitting any tender or entering into any construction contract, the client agrees to:

• Carefully review all documentation.

• Confirm that the estimate aligns with the project scope.

• Verify quantities, measurements, specifications, and pricing where appropriate.

• Raise any questions or discrepancies before reliance or submission.

The client acknowledges that independent review by suitably qualified professionals may be appropriate for significant or complex projects.

12.    LIMITATION OF RELIANCE

Our estimates are prepared using information supplied by the client and other available project documentation.

Unless otherwise agreed in writing:

• We rely on the accuracy and completeness of information provided to us or at the time of tendering.

• We are not responsible for omissions, inaccuracies, or errors contained within information supplied by others or in our estimates in general.

• Estimates should be read together with all assumptions, exclusions, qualifications, and supporting documentation.

13.    INDEMNITY

To the maximum extent permitted by applicable law, the client agrees to indemnify and hold harmless Bellewood Limited, its directors, employees, contractors, and consultants from claims, losses, damages, costs, expenses, or liabilities arising in whatsoever nature or amounts from:

• the client's failure to review the estimate or tender documentation;

• reliance on the estimate;

• modifications made by the client or third parties after the estimate has been issued;

• the provision of inaccurate, incomplete, or misleading information by the client or third parties; or

• use of the estimate for purposes other than those for which it was prepared.

Nothing in this policy excludes or limits any liability that cannot lawfully be excluded under applicable legislation.

14.    LIMITATION OF LIABILITY

To the extent permitted by law, our total liability arising out of or relating to the estimating or tendering services provided shall be limited to 10% of the amount of fees paid by the client for those specific services.

We shall not be liable for direct, indirect, consequential, special, or economic loss, including loss of profits, business interruption, opportunity costs, financing costs, or project delays, except where such liability cannot lawfully be excluded.

15.    CLIENT RESPONSIBILITIES

The client is responsible for:

• Providing complete and accurate project information.

• Advising of any changes to scope or design.

• Reviewing all estimates and/or other documentation issued by Bellewood Limited for fulfilling their tasks in their entirety before relying upon them.

• Obtaining legal, engineering, architectural, financial, and other professional advice where appropriate.

• Ensuring all final construction contracts accurately reflect agreed pricing and scope.

16.    INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including copyright, database rights, trade secrets, know-how, methodologies, estimating systems, pricing models, templates, calculations, tender strategies, schedules, reports, spreadsheets, documents, specifications, designs, and any other materials developed, created, or supplied by Bellewood Limited in connection with the provision of tendering, estimating, procurement, or related consultancy services ("Deliverables") shall remain the sole and exclusive property of the Company unless expressly assigned in writing.

Subject to full payment of all fees due, Bellewood Limited grants the Client a limited, non-exclusive, non-transferable, and revocable licence to use the Deliverables solely for the purpose of submitting the specific tender or quotation for which they were prepared. No ownership or intellectual property rights are transferred to the Client.

The Client shall not reproduce, modify, distribute, sell, licence, disclose, or use the Deliverables, or any part thereof, for any other project, third party, or commercial purpose without Bellewood Limited's prior written consent.

The Client acknowledges that all estimates, cost plans, tender submissions, pricing recommendations, and related advice are prepared using information made available by the Client and other third parties and are based on the information, assumptions, and conditions existing at the time of preparation. Bellewood Limited does not warrant or guarantee that any tender will be successful, accepted, profitable, or free from error where information supplied by others or as seen on any physical visits to site is inaccurate, incomplete, or subsequently changes.

Once the Client elects to submit, rely upon, or otherwise use any tender, estimate, quotation, cost plan, or related Deliverable prepared by Bellewood Limited, whether in its original or amended form, the Client accepts full responsibility for its use and implementation.

The Client agrees to indemnify, defend, and hold harmless Bellewood Limited, its directors, officers, employees, agents, and consultants from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, expenses, penalties, fines, and legal fees arising out of or in connection with:

• (a)   the submission, use, reliance upon, or implementation of any tender, estimate, quotation, or Deliverable prepared by Bellewood Limited;

• (b)   any award, rejection, withdrawal, amendment, or cancellation of a tender;

• (c)   any contractual obligations entered into by the Client following submission of the tender;

• (d)   any inaccuracies, omissions, or changes resulting from information, documents, specifications, drawings, quantities, or instructions supplied by the Client or third parties; and

• (e)   any claim made by a third party arising from the Client's use of the Deliverables.

The Client acknowledges that the decision to submit any tender or enter into any resulting contract is made solely by the Client and at the Client's own commercial risk. Bellewood Limited shall not be liable for any direct, indirect, consequential, incidental, special, or economic loss, including but not limited to loss of profit, loss of opportunity, loss of revenue, contractual penalties, delay costs, or claims by third parties arising from the Client's submission or use of the Deliverables, except to the extent such liability cannot lawfully be excluded under applicable law.

Nothing in this clause limits Bellewood Limited's rights to seek all available legal and equitable remedies in respect of any unauthorised use of its intellectual property or breach of this Agreement.

17.    AMMENDS

This policy may be amended from time to time. Bellewood Limited reserves the right to change the policy at any time without notice and shall apply to all current and future projects.

18.    ACCEPTANCE

By engaging Bellewood Limited to provide any of its services, the client acknowledges that they have read, understood, and accepted this policy and agree that it forms part of the terms under which the services are provided.

19.    NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

20.    CANCELLATION POLICY

Once the Company has commenced work on the preparation of a tender submission, the Client acknowledges that resources, time, and expertise have been committed to the project.

If the Client cancels, withdraws, or otherwise terminates the services after the Company has begun preparing the tender, any fees, deposits, or other payments received by the Company up to the date of cancellation shall be non-refundable.

The Client remains liable for payment of any additional fees incurred for work completed up to the date of cancellation where such fees have not yet been paid.

The Company may, at its sole discretion, agree to refund any unused portion of payments received where no substantive work has commenced; however, once tender preparation has begun, no refund will be payable in respect of amounts already received.

For the purposes of this clause, "commenced work" includes, but is not limited to, reviewing tender documentation, conducting research, preparing pricing or compliance documentation, drafting responses, liaising with the Client or third parties regarding the tender, or undertaking any other work associated with the preparation of the tender submission.

21.    CREDIT POINTS AND RETAINER POLICY

Credit points purchased by the Client constitute a non-refundable retainer for the Company's services and secure the Company's availability, resources, and commitment to provide tendering and related services.

All purchases of credit points are final. Credit points are non-refundable, non-transferable, and may not be redeemed for cash or any other form of monetary reimbursement, whether or not the Client subsequently uses the available credits or terminates the services.

The Client acknowledges and agrees that the purchase of credit points represents payment for the Company's commitment to reserve capacity and make its services available, and not solely for services already performed. Accordingly, no refunds will be issued for unused or partially used credit points, except where required by applicable law.

Client acknowledges that the credit points expire within six (6) month of purchase.

22.    CANCELLATION OF SERVICES CHARGED ON A DAY RATE

Where the Client instructs the Company to cancel, suspend, or terminate the preparation of a tender or any other services being performed on a day-rate basis, the Client shall remain liable for all fees and costs incurred up to the effective date and time of such cancellation.

The Client shall reimburse the Company for all time spent on the services prior to cancellation, calculated at the applicable agreed day rate (or pro-rated hourly equivalent where applicable), together with any outstanding invoices for such work.

In addition, the Client shall reimburse the Company for all reasonable costs, expenses, disbursements, and third-party charges incurred in connection with the services up to the date of cancellation, including but not limited to travel, accommodation, printing, courier fees, specialist subcontractor costs, software or licensing charges, and any other costs reasonably incurred in carrying out the Client's instructions.

Payment of all outstanding fees and reimbursable expenses shall be due immediately and interest of 15% above the interest rate of Bank of England would be payable by the client for each day the payment is not made.

23.         Subcontractor Pricing Disclaimer

The Company may obtain quotations from independent subcontractors solely for the purpose of preparing and submitting tenders. While every reasonable effort is made to obtain accurate and current pricing, all subcontractor quotations are subject to confirmation by the respective subcontractor.

The Company accepts no responsibility or liability whatsoever if a subcontractor subsequently withdraws, refuses to honour, revises, or otherwise fails to stand by the price provided, or if a subcontractor fails to submit a quotation within the required timeframe. Any tender, quotation, or contract submitted by the Company is therefore subject to the continued availability and acceptance of the subcontractor's pricing.

In such circumstances, the Company reserves the right to amend, withdraw, or renegotiate its tender or quotation without liability for any resulting costs, losses, damages, or delays.

24.         Tender Submission Timescales and Urgent Requests

The Client shall provide Bellewood Limited with not less than fourteen (14) working days' notice prior to the applicable tender submission deadline when instructing the Company to provide estimating and/or tender preparation or ay other services. Bellewood Limited reserves the right, at its sole discretion, to decline any instruction received with less than fourteen (14) days' notice.

Where the Client submits an instruction with less than fourteen (14) days' notice, Bellewood Limited may use all reasonable endeavours to accommodate the request. However, Bellewood Limited gives no warranty, representation, or guarantee that it will be able to accept, prepare, or complete the tender within the required timescale.

Bellewood Limited shall have no liability whatsoever for any failure or inability to accept or complete an urgent tender request, or for any failure by the Client to submit a tender by the applicable deadline. Without limitation, Bellewood Limited shall not be liable for any direct, indirect, incidental, consequential, or special loss or damage, including any loss of profit, loss of business, loss of opportunity, or any costs incurred by the Client arising from a missed tender submission or any delay in the preparation of tender documentation. The client must however cover any reasonable expenses that Bellewood Limited incurrs.

The Client acknowledges that responsibility for allowing sufficient time for the preparation and submission of any tender rests solely with the Client.

The Client shall indemnify, defend, and keep indemnified Bellewood Limited, its directors, officers, employees, agents, and subcontractors against all claims, actions, proceedings, liabilities, losses, damages, costs, expenses, and demands of whatever nature (including reasonable legal costs and expenses) arising out of or in connection with any claim relating to Bellewood Limited's inability to accept or complete an urgent tender request or any missed tender submission.

25.         Credit Point Pricing

Bellewood Limited reserves the right to amend, vary, increase, or decrease the price of Credit Points at any time and at its sole discretion without notice.

The purchase price paid by the Client for any Credit Points shall apply only to that specific purchase and shall not create any entitlement, expectation, or contractual right for the Client to purchase additional Credit Points at the same price in the future.

Bellewood Limited shall have no obligation to maintain or offer Credit Points at any previous or current price, and any subsequent purchases shall be charged at the prevailing price in force at the date of purchase.

Any change to the price of Credit Points shall not affect the validity or redemption value of Credit Points that have already been purchased by the Client, which shall remain subject to these Terms and Conditions.

26.         Amendments to Estimates and Tender Documents

Our fee includes a maximum of one (1) reasonable amendment to any estimate, tender submission, or associated documentation. Requests for amendments must be submitted with a minimum of 48 hours' notice to allow sufficient time for review and preparation.

Where amendments involve changes to the design, scope, specifications, or other significant project details, additional time may be required. We will advise the client of any revised timeframe as soon as reasonably practicable.

While we will make every reasonable effort to accommodate urgent amendment requests, we do not guarantee that such requests can be completed within the timeframe requested. The decision to accept and undertake any urgent amendment request is at our sole discretion. The client acknowledges and agrees that we shall not be liable for any loss, damage, delay, cost, expense, or consequential loss arising from our inability to accommodate an urgent amendment request.

For services undertaken on a day-rate basis, any amendments requested, including those within or beyond the initial two amendments, will be charged at the applicable day rate unless otherwise agreed in writing.

27.         SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

28.         GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales

Approved by: Ali Karim BSc Hons ACIArb - Director of Bellewood Limited

09/01/2025