Standard Terms and Conditions of Business for CE Structural Ltd
version 1.1 Feb 2026
The following Standard Terms and Conditions of Business (“Terms”) shall apply to all services provided by ‘The Company’ to ‘The Client’ (“The Services”). Together with the fee proposal letter issued by ‘The Company’ (“Fee Proposal Letter”), these Terms shall constitute the entire agreement and the sole contract between ‘The Company’ and ‘The Client’ in relation to ‘The Services’, to the exclusion of all prior discussions, correspondence, or representations.
“The Company” means CE Structural Ltd, a company incorporated in Scotland (company number SC718072) and having its registered office at 10c Ridge Way, Dalgety Bay, Fife, KY11 9JN.
“The Client” means any individual, company, partnership, or other legal entity which instructs ‘The Company’ to carry out ‘The Services’. Where ‘The Client’ comprises more than one person or entity, their obligations shall be joint and several.
“The Services” means the scope of services, duties, and activities to be provided by ‘The Company’ to ‘The Client’ as set out in the Fee Proposal Letter. ‘The Services’ are provided solely for the benefit of ‘The Client’ and shall not be transferred, assigned, or relied upon by any third party without the prior written consent of ‘The Company’.
“The Contract” means the contract formed between ‘The Company’ and ‘The Client’ in accordance with these Terms and the Fee Proposal Letter. No person other than ‘The Client’ shall have any rights under the Contract by virtue of the Contracts (Third Party Rights) (Scotland) Act 2017 or otherwise. The Contract may not be assigned or transferred by ‘The Client’ without the prior written consent of ‘The Company’.
1. Fees
1.1 The fee proposal shall remain valid for a period of 90 days from the date of issue. If not accepted within that period, ‘The Company’ reserves the right to review and revise the fee. The fee is based on the project parameters and brief current at the date of the fee proposal, and ‘The Company’ reserves the right to vary the fee where there is any material change to the scope, parameters, programme, or brief. Any additional services shall be subject to an additional fee to be agreed.1.2 ‘The Company’ is not responsible for third party costs.
1.2 Unless expressly stated otherwise in the fee proposal, ‘The Company’ shall not be responsible for, nor shall its fee include, the costs, fees, or charges of third parties. All such third-party costs incurred in connection with the project shall be the responsibility of ‘The Client’.
1.3 Invoices shall normally be issued on completion of the agreed services. However, ‘The Company’ reserves the right to issue invoices in advance of commencing ‘The Services’ and/or to issue interim invoices for work undertaken to date.
2. Payment
2.1 All invoices shall be payable within 14 days of the date of invoice. Without prejudice to any other rights or remedies, ‘The Company’ reserves the right to charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
2.2 Termination of ‘The Contract’ shall not affect any rights or obligations accrued prior to termination. All sums properly due to ‘The Company’ under Clause 1 shall remain payable until paid in full, notwithstanding termination.
2.3 All payments due under ‘The Contract’ shall be made in full without any deduction, set-off, or counterclaim, unless ‘The Client’ has obtained a valid Court Decree or Order requiring an amount equal to such deduction to be paid by ‘The Company’.
2.4 In the event of non-payment, or where ‘The Services’ are withdrawn or terminated by ‘The Client’, ‘The Company’ may, without prejudice to any other rights, retain all drawings, calculations, certificates, and other documents prepared by it until payment in full of all outstanding sums has been received.
3. CDM Regulations
3.1 Under the Construction (Design and Management) Regulations 2015 ‘The Client’ must appoint a Principal Designer or undertake responsibility of the role themselves. ‘The Contract’ with ‘The Company’ is for designer duties only. Further information regarding duties and responsibilities including “A short guide for Clients on CDM Regulations 2015” under the regulations can be found on the HSE website www.hse.gov.uk/pubns/indg411.htm.
4. Liability & Insurance
4.1 ‘The Client’ agrees that it shall look only to ‘The Company’ (and not to any Individual) for redress in respect of any breach of ‘The Contract’ or in connection with ‘The Services’. To the fullest extent permitted by law, ‘The Client’ shall not pursue any claim in contract, delict, or statute (including negligence) against any Individual arising out of or in connection with the performance of ‘The Services’ or ‘The Contract’, whether or not such Individual is named in ‘The Contract’.
4.2 The total aggregate liability of ‘The Company’ to ‘The Client’, whether in contract, delict (including negligence), or otherwise, arising out of or in connection with ‘The Services’ or ‘The Contract’, shall be limited to the lesser of:
(a) ten times the fee payable to ‘The Company’ for ‘The Services’, and
(b) £100,000, being the level of Professional Indemnity insurance maintained by ‘The Company’ in respect of such liability at the time the claim arises.
4.3 ‘‘The Services’ do not include any duty to advise on, investigate, or report in respect of pollution, contamination, asbestos, or other hazardous materials, and all liability arising out of or in connection with such matters is excluded to the fullest extent permitted by law.
4.4 ‘The Company’ shall maintain Professional Indemnity insurance with a limit of indemnity of not less than £100,000 in respect of any one claim and public liability insurance with a limit of indemnity of not less than £1,000,000, for so long as is reasonably required in connection with ‘The Services’
4.5 Any claim by ‘The Client’ against ‘The Company’ arising out of or in connection with ‘The Services’ or ‘The Contract’ shall be brought within the period permitted by applicable law, and no liability shall arise after the expiry of such period.
5. General
5.1 All intellectual property rights, including copyright, in all documents, drawings, calculations, models, and other materials prepared by or on behalf of ‘The Company’ in connection with ‘The Services’ shall remain vested in and be the property of ‘The Company’. ‘The Client’ is granted a non-exclusive, non-transferable licence to use such materials solely for the purposes of the project to which ‘The Services’ relate. No reuse, reproduction, or reliance by third parties is permitted without the prior written consent of ‘The Company’.
5.2 By accepting the fee proposal, including by instructing ‘The Company’ to proceed with ‘The Services’ following receipt of the fee proposal, ‘The Client’ confirms its acceptance of these Standard Terms and Conditions of Business. In the absence of any written agreement expressly stating otherwise, such acceptance shall be deemed to form a binding contract between ‘The Client’ and ‘The Company’ for the provision of ‘The Services’.
5.3 These Terms and Conditions of Business and any dispute or claim arising out of or in connection with them or ‘The Services’ shall be governed by and construed in accordance with the law of Scotland and shall be subject to the exclusive jurisdiction of the Scottish courts.
CE Structural Ltd Registered Company SC718072
Registered address - 10c Ridge Way, Dalgety Bay, Fife, KY11 9JN