TERMS & CONDITIONS OF SERVICE
2026
1. Company Details
In this agreement, references to the “Company”, “+ER”, “ERConsult”, “ContractER”, “us”, “we” or “our” mean Every Req. Limited (company number 17271943), whose registered office is 167–169 Great Portland Place, London, W1W 5PF.
2. Definitions
In these Terms and Conditions, unless the context otherwise requires:
Client means the individual, company or organisation identified in the Fee Agreement for whom Every Req. provides services. Where the terms “Employer” and “Client” are used in the Fee Agreement or Fee Proposal, they shall be treated as interchangeable.
Fee Agreement means any written document, proposal, letter, email or other electronic communication issued by Every Req. which sets out the professional services to be provided and the associated fees, rates or charges.
Fee Proposal means the Fee Agreement.
Project means the professional services described in the Fee Agreement. Any variation to the services, deliverables, timescales or associated site(s) shall constitute a change to the Project and shall require a revised or additional Fee Agreement.
Value of Project means the Client’s contract sum or contract price, excluding VAT, agreed between the Client and its employer, contractor or other contracting party.
Subscribed Service(s) means any monthly retained, packaged or subscription-based service provided by Every Req. under a Fee Agreement.
3. Scope of Services
Every Req. shall agree the Client’s principal objectives at the outset of the Project. Unless otherwise agreed in writing, the services shall be limited strictly to those expressly described in the Fee Proposal.
Every Req. shall exercise reasonable skill, care and diligence in the performance of its services.
Every Req. shall issue invoices in PDF electronic format, setting out the work undertaken and the sums due.
4. Service Exclusions
Every Req. does not provide architectural, engineering, structural design, temporary works design, principal designer, CDM adviser, health and safety adviser, planning consultant, programming, project management or other design responsibility services unless expressly stated otherwise in the Fee Agreement.
The Client is responsible for appointing all other consultants, designers and specialists required for the Project unless expressly included within Every Req.’s Fee Agreement.
5. Reliance on Client Information
Every Req. shall be entitled to rely upon the accuracy, completeness and timeliness of all information, documents, instructions and approvals supplied by or on behalf of the Client.
Every Req. shall not be liable for any loss, delay, additional cost or error arising from incomplete, inaccurate, inconsistent or late information supplied by or on behalf of the Client, nor shall Every Req. be responsible for verifying such information unless expressly agreed in writing.
6. Client Obligations
The Client shall:
provide promptly at the commencement of the Project all relevant information, including contractual, technical and commercial information;
maintain clear, professional and timely communication throughout the Project;
notify Every Req. immediately, and preferably in writing, of any change to its requirements, expectations, programme or scope; and
procure all necessary access, instructions, information and cooperation required for Every Req. to perform the services.
7. Acceptance
Any instruction by the Client to commence or continue the Project or Subscribed Service(s) shall constitute acceptance of the Fee Agreement, these Terms and Conditions, any agreed monthly subscription terms, Every Req.’s rates and applicable disbursements.
8. Other Consultants and Third Parties
The Client shall be responsible for the appointment, instruction and payment of any consultants, contractors, specialists or third parties not expressly stated to be included within Every Req.’s Fee Agreement.
Every Req. may recommend or liaise with third parties, but shall not be responsible for their acts, omissions, insolvency, performance or fees.
9. Fees, Rates and Disbursements
Every Req.’s applicable rates, prices and disbursement charges shall be set out in the Fee Agreement.
Rates, prices and disbursements may be reviewed periodically and may be amended by Every Req. on reasonable notice to reflect changes in market conditions, inflation, staffing, specialist input, legislation or the nature of the services.
A revised schedule of rates and disbursements shall be made available upon request.
Where an individual’s role changes during the course of an engagement, the applicable hourly rate may be amended accordingly.
10. Duration
The Fee Agreement shall remain in force until the services have been completed in accordance with the Fee Agreement or until earlier termination in accordance with these Terms and Conditions.
Unless stated otherwise in the Fee Proposal, Subscribed Service(s) shall be provided for a minimum term of 24 months.
If no professional services have commenced, a Fee Agreement shall remain open for acceptance for one calendar month from the date of issue unless withdrawn earlier.
11. Data Hosting and Systems
Every Req. and its technology partners may use secure and restricted-access data hosting facilities and cloud systems.
For security reasons, physical access to such systems, servers or related equipment is restricted to fully authorised personnel only.
12. Confidentiality
Each party shall keep confidential all confidential, commercial, financial, technical and business information obtained from the other in connection with the Project or Subscribed Service(s), except where disclosure is required by law, to professional advisers, insurers, debt recovery agents or as otherwise necessary for the proper performance or enforcement of this Agreement.
This clause shall survive completion or termination of the services.
13. Data Protection
Each party shall comply with applicable data protection legislation in connection with the performance of this Agreement.
The Client warrants that it is entitled to disclose to Every Req. any personal data provided for the purposes of the services and shall indemnify Every Req. against any loss arising from a breach of that warranty.
14. Service Boundaries and Fair Use
Due to the nature of Subscribed Service(s), Every Req. operates a fair use policy.
For unlimited consultancy services, the Client must pre-book appointments. Appointments shall be allocated on a first-come, first-served basis and shall ordinarily be limited to one hour in duration.
Every Req. shall not be obliged to provide support on projects that have not been registered with it.
Any service limits, thresholds or value caps applicable to the services shall be as stated in the Fee Proposal and may be calculated by reference to the cumulative Value of Projects being administered at any one time.
15. Variations and Change Control
Any variation to the agreed services, deliverables, timescales, sites, scope or assumptions shall be treated as a change to the Project.
Every Req. shall be entitled to decline to proceed with any variation unless and until the revised scope, programme and fees have been agreed in writing.
Unless agreed otherwise, additional work arising from any variation shall be charged at Every Req.’s prevailing rates and disbursements.
16. Collateral Warranties
Every Req. shall not provide collateral warranties, third-party reliance, collateral undertakings or similar obligations unless expressly agreed at the outset of the Project and specifically itemised in the Fee Agreement.
17. Assignment
The Client shall not assign, transfer, novate, charge or otherwise deal with any benefit, right or interest arising from this Agreement without Every Req.’s prior written consent.
Every Req. may withhold such consent at its absolute discretion.
18. Subcontracting
Every Req. may appoint suitably qualified employees, consultants, agents, subcontractors or specialists to perform or assist in performing the services.
Every Req. shall remain responsible for the acts and omissions of any such persons to the same extent as if those acts and omissions were its own.
19. Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
20. Intellectual Property and Use of Information
Every Req. shall retain ownership of the copyright and all other intellectual property rights in all images, photographs, documents, reports, spreadsheets, templates, text, calculations, working papers, methodologies, procedures, processes and electronic data produced in connection with the Project or any Subscribed Service(s).
Subject to payment of all sums due, Every Req. grants to the Client a non-exclusive, non-transferable licence to use the final deliverables produced for the purposes of the relevant Project or Subscribed Service(s) only.
No licence is granted for the use, reproduction, adaptation or onward exploitation of Every Req.’s internal procedures, methodologies, reports, templates, systems or processes, save to the extent expressly agreed in writing.
No document, report, advice or other deliverable produced by Every Req. may be relied upon by any third party, nor used for any purpose other than that for which it was prepared, without Every Req.’s prior written consent.
If the Client defaults in payment, Every Req. may suspend or withdraw the licence granted under this clause upon giving not less than 24 hours’ notice.
Unless the Client expressly objects in writing, Every Req. reserves the right to refer to the Project or Subscribed Service(s), and to publish related non-confidential materials, for marketing, business development or portfolio purposes.
21. Insurance
Every Req. shall maintain such professional indemnity insurance and other business insurance as it considers appropriate for the nature and scale of the services.
Evidence of such insurance may be provided upon written request, subject to confidentiality and insurer restrictions.
22. Limitation of Liability
Every Req. shall not be liable for:
the refusal, delay or withholding of any consent, approval, payment, instruction or acceptance by any third party;
any delay to the Project programme caused by others;
the insolvency, default or performance of other consultants, contractors or third parties, even where Every Req. assisted in their procurement;
any amendment, misuse or unauthorised alteration by any third party of documents prepared by Every Req.;
loss of, corruption of or inability to access data, except to the extent caused by Every Req.’s wilful default;
the use of any document or advice for any purpose other than that for which it was prepared; or
any design, specification or technical work carried out by others.
To the fullest extent permitted by law, Every Req.’s total aggregate liability arising out of or in connection with the services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the lesser of:
the total fees actually paid to Every Req. under the relevant Fee Agreement; or
the amount recoverable under Every Req.’s applicable professional indemnity insurance in respect of the claim.
Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded.
Where a breach is capable of remedy, Every Req. may, at its option, re-perform the relevant part of the services as a complete and sufficient remedy.
23. Liability Period
Unless otherwise agreed in writing at the outset of the Project, Every Req.’s services are provided on the basis of a six-year liability period.
Any request for a longer liability period must be made before commencement of the services and, if agreed, shall be expressly stated in the Fee Agreement and may be subject to an additional fee.
Once the Project has commenced, Every Req. reserves the right to refuse any request for an increased liability period or to require a supplementary fee.
24. Payment Terms – Monthly Subscription
For Subscribed Service(s), the Client shall pay monthly in advance by Direct Debit or such other method as stated in the Fee Agreement.
Consultancy services provided in addition to the monthly subscription, together with all expenses and disbursements, may be invoiced weekly and shall be paid within 7 days of the invoice date unless otherwise stated.
25. Payment Terms – Consultancy Services
For consultancy services, the Client shall pay Every Req. in accordance with the Fee Proposal and any form of acceptance.
Unless otherwise agreed in writing:
50% of the fee shall be paid as a non-refundable deposit before the services commence; and
the balance of the fee, together with any accruing expenses and disbursements, may be invoiced weekly and shall be paid within 7 days of the invoice date.
26. Invoicing, Set-Off and Withholding
All sums due to Every Req. shall be paid in full, without deduction, withholding, counterclaim or set-off, except where required by law.
The Client shall not be entitled to withhold payment by reason of any query, dispute or alleged defect unless the amount withheld has been finally determined by agreement, adjudication, arbitration or court judgment.
27. Late Payment
Every Req. reserves the right to charge interest on overdue sums at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998.
Every Req. may suspend performance of any services until all overdue amounts have been paid in full.
If the Client is a limited company and fails to pay in accordance with the agreed payment terms, Every Req. reserves the right to require a personal guarantee or other security before continuing the services.
Every Req. may appoint a third party to collect outstanding sums, verify completion of the services, pursue payment or commence legal action where necessary.
28. Service Concerns and Dispute Resolution
If the Client has any concern regarding the services provided by Every Req., the Client shall notify Every Req.’s senior management or managing director promptly.
Any query relating to an invoice should be raised within 2 working days of receipt.
In the event of a dispute or difference, the parties may seek to resolve the matter using alternative dispute resolution procedures, including mediation or adjudication, before commencing court proceedings.
29. Suspension by the Client and Remobilisation
Unless expressly stated otherwise in the Fee Agreement, the Client shall not be entitled to suspend the Project or any Subscribed Service(s).
If Every Req. agrees to any suspension requested by the Client, Every Req. shall be entitled to payment of all fees accrued to the date of suspension, together with any demobilisation, remobilisation, delay or additional costs calculated by reference to the applicable hourly rates and disbursements.
30. Suspension by Every Req.
If the Client is in default of the agreed payment terms or otherwise materially breaches this Agreement, Every Req. may suspend performance of any services on written notice.
Services shall resume only once the breach has been remedied to Every Req.’s reasonable satisfaction, including payment in full of all outstanding sums.
Where suspension arises as a consequence of Client default, Every Req. shall be entitled to recover the full agreed fee, or all time spent and costs incurred, together with any additional charges arising from the suspension.
31. Termination by the Client
If the Client wishes to terminate the Project or any Subscribed Service(s) before completion, the Client must do so in accordance with any express termination provisions contained in the Fee Agreement.
Where no express termination provisions apply, Every Req. shall be entitled to recover either the full fee stated in the Fee Agreement or, at its election, all time spent and expenses incurred at the agreed rates up to the date of termination together with any unavoidable commitments and close-out costs.
Where termination arises as a consequence of Client default, Every Req. may delete or destroy project information and materials held in respect of the services, subject to any legal obligation to retain them.
32. Termination by Every Req.
Every Req. may terminate this Agreement immediately on written notice if:
the Client fails to pay any amount due by the due date;
the Client commits a material breach of this Agreement and, where capable of remedy, fails to remedy that breach within 7 days of written notice;
the Client becomes insolvent, enters liquidation, administration, bankruptcy or any analogous process; or
continued performance would place Every Req. in breach of law, regulation, professional obligation or ethical duty.
On termination, Every Req. shall be entitled to payment of all fees, expenses, disbursements and other sums accrued up to the date of termination, together with any additional costs reasonably incurred as a result of the termination.
33. Force Majeure
Every Req. shall not be in breach of this Agreement, nor liable for any delay or failure in performance, to the extent that such delay or failure results from events beyond its reasonable control, including acts of God, epidemic, pandemic, war, terrorism, civil disturbance, industrial action, utility failure, internet or systems outage, cyber incident, governmental action or the failure of suppliers or service providers.
Where such circumstances continue for a prolonged period, Every Req. may suspend or terminate the affected services on written notice.
34. Notices
Any notice given under this Agreement shall be in writing and may be served by hand, pre-paid first-class post or email to the address or email address stated in the Fee Agreement or otherwise last notified by the receiving party.
A notice shall be deemed received, if delivered by hand, at the time of delivery; if posted, on the second working day after posting; and if sent by email, at 9:00am on the next working day after transmission, provided no delivery failure notice is received.
35. Restrictive Covenants
The Client shall not, during the term of the Fee Agreement or for 24 months after its expiry or termination, directly or indirectly solicit, employ, engage or contract with any employee or regular consultant of Every Req. who has been materially involved in providing the services to the Client, except through Every Req.’s prior written agreement.
36. Entire Agreement and Precedence
The Fee Agreement, together with these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations and understandings relating to the services.
In the event of any conflict, the Fee Agreement shall take precedence over these Terms and Conditions.
Any terms sought to be imposed by the Client, whether in a purchase order, subcontract, standard terms or otherwise, shall have no effect unless expressly accepted by Every Req. in writing.
37. Proper Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
38. VAT
VAT shall be chargeable, where applicable, on all fees, charges and, where appropriate, disbursements at the prevailing rate.