Terms and Conditions Business to Business

CHERRYFIELD ECOLOGY LTD 

TERMS AND CONDITIONS FOR BUSINESS CLIENTS

1. About us and these terms

1.1 Cherryfield Ecology Ltd, a company incorporated in England and Wales with company number 10216752, whose registered office is at 8 Crancott Close, Houghton Conquest, Bedfordshire, MK45 3ND, is referred to in these terms and conditions as Cherryfield, we, us or our. These terms and conditions are referred to as the Terms.

1.2 We are registered for VAT under registration number 244631908.

1.3 These Terms apply where the person, firm, company or other organisation to whom Cherryfield agrees to provide services (the Client) is acting in the course of a trade, business, craft or profession. Separate terms apply where the Client is a consumer.

1.4 These Terms, together with the relevant written quotation, proposal or fee estimate issued by Cherryfield (the Quotation), any booking form, order acknowledgement and any written variation agreed by Cherryfield, form the contract between Cherryfield and the Client (the Contract).

1.5 If there is any inconsistency between these Terms and the Quotation or another document expressly issued by Cherryfield, the following order of precedence applies:

(a) the Quotation or written variation, but only in respect of the matter expressly varied;

(b) these Terms; and

(c) any other document.

1.6 Any terms proposed, submitted or referred to by the Client, including in a purchase order, supplier portal or other document, are excluded unless expressly accepted by a director of Cherryfield in writing.

2. Quotations, instructions and formation of contract

2.1 A Quotation is an invitation to treat and is valid for 30 days from its date, unless it states otherwise. We may withdraw or amend a Quotation at any time before accepting an instruction.

2.2 The Client may request the ecological survey, assessment, reporting, mitigation advice, GIS, licensing support, consultancy and related services described in the Quotation (the Services) by returning a booking form, submitting an online booking form, issuing a purchase order or otherwise confirming in writing that it wishes to proceed.

2.3 A Contract is formed only when Cherryfield issues written acceptance of the Client’s instruction, which may be by email or booking acknowledgement. Cherryfield is not obliged to accept any instruction.

2.4 The Quotation will normally specify:

(a) the land, buildings or other location to which the Services relate (the Site);

(b) the scope of the Services;

(c) the reports, drawings, maps, photographs, GIS outputs, data outputs, advice and other materials expressly stated in the Quotation to be supplied by Cherryfield (together the Deliverables, and each aDeliverable);

(d) the charges payable by the Client for the Services, including any additional charges payable under the Contract (the Fees), and any known disbursements;

(e) the assumptions on which the Quotation is based; and

(f) any survey-specific conditions, limitations, timing requirements or payment terms.

2.5 Cherryfield may decline an instruction, including where there is a conflict of interest, a health and safety concern, insufficient information, suspected unlawful activity, non-payment of sums due under another contract, or a concern that the requested Services cannot properly be performed.

3. Services

3.1 Cherryfield shall provide the Services with reasonable skill and care and in accordance with applicable law and, where relevant to the Services, generally accepted professional standards and guidance current at the time the Services are performed. Such standards and guidance do not constitute a guarantee of any particular survey outcome, planning decision, regulatory acceptance or project outcome.

3.2 Unless expressly agreed otherwise, the Services do not include:

(a) detailed design, construction supervision or implementation of mitigation measures;

(b) obtaining planning permission, consent, approval, licences or permits;

(c) legal advice;

(d) verifying information, plans, drawings, records or data supplied by the Client or third parties;

(e) undertaking further surveys, monitoring, assessment, mitigation, licensing or reporting identified as necessary after the Services have commenced; or

(f) any work outside the stated scope.

3.3 We may use employees, consultants, associates and competent subcontractors to perform all or any part of the Services. Cherryfield remains responsible for the performance of the Services in accordance with the Contract.

3.4 Cherryfield may recommend further work where this is required or reasonably advisable because of survey findings, ecological conditions, relevant legislation, professional guidance, planning requirements or the requirements of a regulator or other competent authority. Any such further work shall be outside the scope of the Services and subject to an agreed variation and additional Fees, unless it is expressly included in the Quotation.

3.5 Certain activities may require a protected-species licence, mitigation licence, planning condition discharge, landowner consent or other approval. Unless expressly agreed otherwise:

(a) the Client is responsible for obtaining and maintaining all permissions necessary for the project and implementation of works;

(b) any licence application will normally be made in the Client’s name or the name of the relevant landowner or developer, as applicable; and

(c) Cherryfield does not warrant that a licence, consent, planning permission or approval will be granted.

4. Ecological limitations and professional judgement

4.1 Ecological surveys are necessarily subject to limitations, including seasonality, weather, habitat condition, access, species behaviour, species detectability, survey timing, Site conditions, available records and the information available at the date of the survey.

4.2 Survey findings represent Cherryfield’s professional opinion based on the information reasonably available and conditions observed during the relevant survey period. They are not a guarantee that protected species, invasive species, ecological features or other constraints are absent from the Site.

4.3 The Client acknowledges that:

(a) species may be present but not detected;

(b) a survey may become out of date because of changes to the Site, the proposed development, legislation, policy, guidance or ecological conditions;

(c) a planning authority, statutory nature conservation body or other regulator may require further information, surveys or mitigation; and

(d) Cherryfield cannot guarantee planning approval, regulatory acceptance, discharge of planning conditions or any particular project outcome.

4.4 We will have no liability to the extent that the Services or Deliverables are affected by inaccurate, incomplete, misleading or late information supplied by or on behalf of the Client, or by acts or omissions of the Client, landowner, contractor, developer, planning authority, regulator or other third party.

5. Client obligations

5.1 The Client shall:

(a) provide complete, accurate and timely information, plans, drawings, Site boundaries, proposals and instructions;

(b) provide PDF plans showing the existing and proposed layout of the Site and the full extent of proposed works, where requested;

(c) arrange safe, timely and unrestricted access to the Site, including internal access where required, not less than two Business Days before a survey unless otherwise agreed, where Business Day means a day other than a Saturday, Sunday or public holiday in England;

(d) obtain all necessary landowner permissions, occupier permissions and rights of access;

(e) notify us promptly of all known hazards, including asbestos, unstable structures, contamination, livestock, water hazards, construction activity, unsafe access, aggressive animals and restricted areas;

(f) ensure that the Site is safe for the Services and that appropriate health and safety arrangements are in place;

(g) not carry out, authorise or permit works which could affect the survey findings or compromise the Services, including vegetation clearance, demolition, Site clearance or alteration of relevant habitats, without first notifying Cherryfield;

(h) ensure that all information provided to Cherryfield may lawfully be used for the Services; and

(i) promptly notify Cherryfield of any material change to the Site, development proposals, programme or information supplied.

5.2 Cherryfield is not responsible for collecting, holding, posting or returning keys. The Client remains responsible for access arrangements and keys.

5.3 If the Client fails to comply with this clause 5, Cherryfield may suspend performance, rearrange a survey, charge for aborted attendance and recover any resulting additional costs.

6. Survey dates, programme and delay

6.1 Any dates or timeframes given by Cherryfield are estimates only unless expressly stated to be fixed in writing.

6.2 Survey dates are subject to surveyor availability, ecological seasonality, weather, species activity, daylight hours, safe Site conditions, access and the availability of subcontractors.

6.3 Cherryfield will use reasonable endeavours to meet agreed dates, but time is not of the essence.

6.4 We may reasonably postpone, rearrange or extend the programme where necessary due to weather, seasonal constraints, illness, accident, traffic disruption, unsafe conditions, lack of access, Client delay, third-party delay, regulatory requirements or any event outside our reasonable control.

6.5 Cherryfield shall not be liable for any delay or failure in performing the Services to the extent caused by an event outside its reasonable control. In those circumstances, Cherryfield shall be entitled to a reasonable extension of time and to recover its reasonable additional costs in accordance with clause 7.

7. Fees, disbursements and variations

7.1 The Fees and disbursements are as stated in the Quotation or otherwise agreed in writing. All sums are exclusive of VAT unless expressly stated otherwise. Where the Quotation states a fixed price for all or part of the Services, that price is a Fixed Fee.

7.2 A Fixed Fee is based on the scope, information, assumptions, Site conditions and programme known at the date of the Quotation. It assumes that the Services can be performed without unusual complexity, delay or additional resource.

7.3 Cherryfield may charge additional Fees where:

(a) the scope, Site, development proposals or Client requirements change;

(b) further surveys, surveys at a different time, additional survey effort or additional reporting are required;

(c) information, plans, access or instructions are late, inaccurate or incomplete;

(d) we are required to repeat, amend or revisit work because of a matter outside our control;

(e) the Client requests additional meetings, advice, report amendments or other additional work;

(f) the work is delayed or disrupted by the Client or a third party; or

(g) an assumption in the Quotation proves to be incorrect.

7.4 Unless otherwise stated in the Quotation or otherwise agreed in writing, additional work will be charged at Cherryfield’s applicable hourly or daily rates notified to the Client, together with reasonable travel time, mileage, subcontractor charges and disbursements.

7.5 Mileage, biological records data, mapping, Ordnance Survey material, eDNA kits, laboratory charges, licensing fees, accommodation, specialist equipment and other third-party costs may be charged as disbursements. Where included in a Fixed Fee, the allowance is based on the information and third-party pricing available at the Quotation date. Cherryfield may revise the Quotation if a third-party charge changes.

7.6 Cherryfield will seek the Client’s approval before undertaking material additional work, except where urgent action is reasonably required to protect the Client’s interests, preserve survey validity or comply with legal or regulatory requirements.

8. Invoicing and payment

8.1 Cherryfield may invoice:

(a) for daytime surveys and associated reporting, when the report is ready for release;

(b) for stage 2 bat surveys, emergence surveys, dawn surveys, protected-species licensing work, premium services and other work involving material subcontractor costs, in advance and no later than two weeks before the scheduled survey date, unless the Quotation states otherwise;

(c) for disbursements, at the time they are incurred or in advance where required by a third party; and

(d) for additional work, on completion or at such intervals as Cherryfield reasonably determines.

8.2 Unless the Quotation states otherwise, invoices are payable within 30 days of the invoice date. Cherryfield may require payment in cleared funds before starting the Services, incurring disbursements or releasing any Deliverables.

8.3 Cherryfield will not be required to release any report, licence application, GIS output or other Deliverable until all sums due under the Contract have been paid in cleared funds.

8.4 If any sum is overdue, Cherryfield may, without prejudice to any other right or remedy:

(a) suspend the Services and withhold Deliverables;

(b) charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998; and

(c) recover reasonable costs of debt recovery, including legal costs and third-party debt collection costs.

8.5 Payment by instalments is not permitted unless expressly agreed in writing before the Services commence.

8.6 Receipt of payment does not oblige Cherryfield to accept an instruction or continue to provide the Services where Cherryfield has a reasonable ground to decline or suspend the instruction.

9. Cancellation and postponement

9.1 The Client may cancel the Services by giving Cherryfield written notice. Cancellation will take effect only when received by Cherryfield.

9.2 If the Client cancels the Services at least seven Business Days before the scheduled survey date and Cherryfield has not commenced the Services, the Client shall pay:

(a) an administration charge of £100 plus VAT; and

(b) all costs properly incurred by Cherryfield which are committed and non-recoverable, including charges for biological records data, eDNA kits, laboratory testing, specialist equipment, subcontractors, travel and accommodation.

9.3 If the Client cancels the Services at least seven Business Days before the scheduled survey date, but Cherryfield has commenced the Services, the Client shall pay:

(a) the Fees for the Services performed up to cancellation, calculated at Cherryfield’s applicable hourly rates, subject to a minimum charge of one hour;

(b) an administration charge of £100 plus VAT; and

(c) all costs properly incurred by Cherryfield which are committed and non-recoverable, including charges for biological records data, eDNA kits, laboratory testing, specialist equipment, subcontractors, travel and accommodation.

9.4 If the Client cancels the Services less than seven Business Days before the scheduled survey date, the Client shall pay the full Fixed Fee, together with any costs properly incurred by Cherryfield which are committed and non-recoverable and which are not included within the Fixed Fee. The Client shall not be charged separately under clause 9.2 or clause 9.3 in respect of that cancellation.

9.5 If Cherryfield has completed the Services before cancellation takes effect, the Client shall pay the Fees in full, together with any disbursements or other sums due under the Contract.

9.6 The Client may request one postponement of a survey. Where the Client gives at least seven Business Days’ notice, Cherryfield will ordinarily accommodate one postponement without charge, subject to surveyor availability, ecological seasonality, weather conditions and survey requirements.

9.7 Where the Client gives less than seven Business Days’ notice of a postponement, Cherryfield may charge an administration fee of £100 plus VAT and any costs properly incurred which are committed and non-recoverable.

9.8 A second or subsequent postponement, or a postponement which cannot reasonably be accommodated because of ecological seasonality, survey windows, subcontractor commitments or programme constraints, may be treated as a cancellation under clauses 9.2 to 9.5.

9.9 Cherryfield may cancel or postpone the Services where reasonably necessary due to weather, safety, access, illness, legal or regulatory requirements, a conflict of interest, suspected unlawful activity or another event outside Cherryfield’s reasonable control. Cherryfield will use reasonable endeavours to rearrange the Services. If rearrangement is not practicable, the Client shall pay for Services already performed and non-recoverable third-party costs properly incurred.

10. Deliverables, intellectual property and permitted use

10.1 All intellectual property rights in the Services and Deliverables, including reports, photographs, survey records, GIS layers, maps, methodologies, templates, field notes, raw data and working papers, remain vested in Cherryfield or its licensors.

10.2 Subject to payment in full, Cherryfield grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the final Deliverables solely:

(a) in connection with the Site and project identified in the Quotation; and

(b) for planning, regulatory, compliance and internal business purposes connected with that Site and project.

10.3 The licence in clause 10.2 commences only on payment in full of all sums due under the Contract.

10.4 The Client shall not, and shall ensure that its representatives do not:

(a) alter, edit, manipulate, abridge, obscure, falsify or use any Deliverable out of context;

(b) use a Deliverable for a different Site, project or purpose;

(c) remove Cherryfield’s name, copyright notice, limitations or qualifications;

(d) provide, disclose or make available any Deliverable to a third party for the purpose of reliance, except where Cherryfield has expressly agreed in writing in accordance with clause 11;

(e) reproduce or publish a Deliverable except as reasonably necessary for the permitted purpose.

10.5 Cherryfield will ordinarily provide Deliverables in PDF format only. We are not required to provide editable Word documents, GIS source files, hard copies, raw data or field notes unless expressly agreed in writing.

10.6 Cherryfield may use non-personal, anonymised and non-sensitive photographs, plans and other material generated during the Services for internal training, quality assurance and promotional purposes, provided that this does not disclose the Client’s confidential information, sensitive protected-species data or identity without the Client’s prior written consent.

11. Report validity, reliance and third parties

11.1 Each Deliverable, including any report, is prepared solely for the Client, the Site, the project and the purpose stated in the Quotation and the relevant Deliverable.

11.2 Subject to clause 11.3, a final report may be relied upon by the Client for the purpose stated in that report for 12 months from its date of issue. Cherryfield gives no assurance that a report will remain suitable after that period because ecological conditions, Site conditions, proposals, legislation, policy and professional guidance may change.

11.3 A report must not be relied upon after the period stated in clause 11.2 unless Cherryfield has first confirmed in writing that it remains suitable for reliance. In no circumstances may a report be relied upon more than 18 months after its date of issue unless Cherryfield has expressly agreed otherwise in writing following such review, update surveys or further work as Cherryfield considers necessary.

11.4 No person other than the Client may rely on any Deliverable. Cherryfield owes no duty of care, contractual obligation or other responsibility to any third party unless it has signed a separate written reliance letter.

11.5 Cherryfield is under no obligation to provide a reliance letter. Any reliance letter will be subject to:

(a) Cherryfield’s prior written approval;

(b) an agreed fee;

(c) the recipient accepting Cherryfield’s terms, limitations and liability provisions; and

(d) a reliance period expressly stated in that letter, which shall not exceed 18 months from the date of the original report unless Cherryfield expressly agrees otherwise in writing following a further review.

11.6 The Client shall indemnify Cherryfield against all liabilities, losses, damages, costs and expenses (including reasonable legal costs) incurred or suffered by Cherryfield arising out of or in connection with any unauthorised third-party reliance on, use of, amendment to or disclosure of any Deliverable by the Client or any person acting on the Client’s behalf, in breach of clauses 10 or 11.

12. Data protection and confidentiality

12.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

12.2 Cherryfield will process personal data in accordance with its privacy notice, available at https://cherryfieldecology.co.uk/privacy-policy

12.3 Each party shall keep the other’s confidential information confidential, except where disclosure is required by law, regulation, a professional obligation, an insurer, professional adviser, regulator, local records centre or statutory nature conservation body.

12.4 Cherryfield may disclose ecological data, including protected-species records, where required or appropriate under applicable law, licence conditions, professional guidance or data-sharing obligations.

13. Suspension and termination

13.1 Cherryfield may suspend the Services immediately if:

(a) an invoice is overdue;

(b) the Client fails to provide safe access or required information;

(c) Cherryfield reasonably considers that continuing would be unsafe, unlawful or professionally inappropriate; or

(d) the Client is in material breach of the Contract.

13.2 Either party may terminate the Contract by written notice if the other party:

(a) commits a material breach which, if capable of remedy, is not remedied within 14 days of written notice; or

(b) enters liquidation, administration, has a receiver appointed, ceases or threatens to cease to trade, or becomes unable to pay its debts.

13.3 Termination does not affect accrued rights. On termination, the Client shall immediately pay all Fees, disbursements and other sums due for Services performed and commitments made up to termination. Any provision of the Contract which expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14. Liability

14.1 Nothing in the Contract excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability which cannot lawfully be excluded or limited.

14.2 Subject to clause 14.1, Cherryfield shall not be liable, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for:

(a) loss of profit, revenue, business, contracts, opportunity, goodwill, anticipated savings or use;

(b) loss arising from delay to a development or project programme;

(c) planning refusal, a regulator’s decision, a failure to obtain a licence, consent or approval, or requirements imposed by a planning authority or regulator;

(d) indirect or consequential loss; or

(e) losses caused by inaccurate information, lack of access, changes to the Site or project, third-party acts or omissions, or matters outside Cherryfield’s reasonable control.

14.3 Subject to clauses 14.1 and 14.2, Cherryfield’s total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total Fees paid or payable by the Client under the relevant Contract.

14.4 The limitations in this clause 14 apply to Cherryfield’s employees, consultants, subcontractors, directors and representatives, each of whom may enforce this clause under the Contracts (Rights of Third Parties) Act 1999.

14.5 Cherryfield maintains professional indemnity and public liability insurance appropriate to its business. Insurance details may be made available on reasonable request. The existence of insurance does not increase Cherryfield’s liability under the Contract.

15. General

15.1 The Contract constitutes the entire agreement between the parties relating to its subject matter. The Client acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty which is not expressly set out in the Contract, but nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

15.2 The Client may not assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations without Cherryfield’s prior written consent. Cherryfield may assign, transfer or subcontract its rights and obligations as part of its business operations.

15.3 A waiver is effective only if in writing and does not waive any subsequent breach.

15.4 If any provision is invalid or unenforceable, it shall be deemed modified to the minimum extent necessary, and the remaining provisions shall remain in force.

15.5 A person who is not a party to the Contract has no right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999, except that the persons referred to in clause 14.4 may enforce that clause.

15.6 Any notice given under or in connection with the Contract must be in writing and sent by email to the email address stated in the Quotation or otherwise notified in writing by the receiving party. A notice sent by email shall be deemed received at the time of transmission, provided that no delivery failure notification is received by the sender.

15.7 The Contract and any dispute or claim arising from it shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

Effective date: 18 September 2026