Terms of Business

These Terms of Business apply to all services provided by Metro Commercial Ltd to a Client.

1.0 Metro Commercial Ltd

1.1 Metro Commercial (including Metro Commercial (Property Services), and Metro Commercial (Energy In Buildings)) means Metro Commercial Ltd, a company registered in Scotland (No. SC347778) whose registered office is Suite 2/3, 48 West George Street, Glasgow, G2 1BP.

1.2 The client's primary point of contact at MCL is as stated in MCL's proposal letter. 

1.3 Metro Commercial Ltd is referred to as "MCL" in these Terms.

2.0 Important Payment Terms

2.1 Payment terms are 30 days from the date of the invoice, unless otherwise stated in writing. 

2.2 The client's obligation to pay MCL fees and any other amounts due, including for work instructed but not completed, shall survive termination or cancellation of this Agreement. 

2.3 Preferred payment is BACS unless otherwise agreed.

2.4 Any overdue sum shall, at MCL's discretion, accrue interest at a rate of 8% per annum above the Bank of England base rate from the due date until payment is received in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 

2.5 The client shall not withhold, delay, or set off any payments due to MCL for any reason, including the existence of any dispute between the Client and MCL or between the Client and any third party. 

Where any dispute arises in relation to the services provided, all work carried out by MCL shall be chargeable at MCL's standard hourly rate of £75 per hour (plus VAT if applicable), unless otherwise agreed in writing. These charges are payable in addition to any agreed fee and remain due even if the Client cancels this Agreement.  

3.0 Use of photograph and building model images

3.1 MCL may use photographs, survey images, and building or energy models created in the course of providing the Services for case studies, marketing, and professional publications. If the Client wishes to restrict such use, this must be notified to MCL in writing before the Services are provided. Such use shall not include confidential or commercially sensitive information.

4.0 Definitions

4.1 “Agreement” means the contract formed between the Client and Metro Commercial Ltd (“MCL”) for the provision of the Services in accordance with these Terms of Business.

4.2 “Client” means the company, person, or managing agent engaging MCL, whether acting on its own behalf or on behalf of a third party.

4.3 “Engagement” means any instruction, request, or authorisation given by or on behalf of the Client to MCL for the provision of Services, whether orally, in writing, or by conduct, and shall be deemed accepted when MCL commences work or provides any Services.

4.4 “Services” means any professional services provided by MCL, including (without limitation) energy assessments, EPCs, Section 63 Action Plans, BRUKL calculations, modelling, surveys, advisory services, and related consultancy.

4.5 “EPC” means an Energy Performance Certificate prepared and lodged by a person legally authorised to do so.

4.6 “Fees” means MCL’s professional fees and charges as agreed in writing or otherwise chargeable under this Agreement.

4.7 “Property” means the building or buildings to which the Services relate.

4.8 “Third Party” means any person or organisation (including but not limited to managing agents, landlords, tenants, solicitors, estate agents, or funders) introduced by, acting for, or identified by the Client in connection with the Engagement, all of whom shall be deemed to be subject to these Terms of Business.

4.9 “Certification Scheme” means any professional or regulatory body under whose accreditation MCL provides services, including (without limitation) Elmhurst Energy, RICS, or any successor or equivalent scheme.

5.0 Standard of service

5.1 MCL shall provide the Services with reasonable skill and care in accordance with the standards expected of a competent professional consultant providing services of a similar nature. Any variation to the scope, specification, or deliverables shall only be effective if agreed in writing (including by email).

5.2 The Client shall provide MCL with all relevant technical, constructional, and building services information relating to the Property. Where such information is incomplete, inaccurate, or unavailable, MCL may obtain information by inspection or survey and may make reasonable professional assumptions where necessary.

The Client acknowledges that the accuracy of any outputs depends on the quality of the information supplied and that MCL shall not be liable for inaccuracies arising from missing, incorrect, or misleading data supplied by or on behalf of the Client or manufacturers.

6.0 Legal and Regulatory Advice

6.1 MCL does not provide legal advice. Any guidance given in relation to legislation, regulations, or compliance requirements is provided for general information only and shall not be relied upon as legal advice. The Client is responsible for obtaining its own independent legal advice. MCL is entitled to assume that the Client has done so.

7.0 Quality Assurance and Re-issue

7.1 The Client acknowledges that EPCs and other regulated outputs are subject to quality assurance, audit, and review by certification bodies and regulators. MCL may be required to provide building data, calculations, and supporting information to such bodies. Where a QA review requires an EPC or other document to be amended or re-issued, the Client accepts that the rating or results may change and that this does not constitute an error, breach, or failure by MCL.

8.0 Limitations, Liability and Intellectual Property

8.1 MCL’s duty to the Client is limited to providing the Services with reasonable skill and care. MCL accepts no responsibility for matters outside the agreed scope of the Services, for reliance placed on the Services by third parties, or for decisions taken by the Client based on the Services, including any commercial, investment, compliance, or funding decisions.

8.2 All working files, models, calculations, templates, SBEM files, DSM models, spreadsheets, and similar materials created by MCL in the course of providing the Services remain the intellectual property of MCL, whether or not supplied to the Client, unless otherwise agreed in writing.

9.0 Protection of Employees

9.1 No director, employee, or consultant of MCL shall have any personal liability to the Client in respect of the Services, except in the case of fraud or deliberate wrongdoing. The Client agrees not to bring any claim against any such person personally.

10.0 Complaints

10.1 Before taking any other action against MCL, the client shall follow MCL's Complaints Handling Procedure. A copy of this is available by request or via MCL's website.

11.0 Indemnity

11.1 The Client shall indemnify and hold harmless MCL against all losses, liabilities, claims, damages, costs, and expenses arising out of or in connection with the Services, except to the extent that such loss is caused by MCL’s proven negligence, fraud, or wilful default.

12.0 Engagement and Accuracy of Information

12.1 The Agreement shall be formed and become legally binding immediately upon the Client giving any instruction to MCL, whether orally, in writing, or by conduct.

12.2 The Client warrants that all information and documents provided to MCL are true, complete, and accurate. The Client shall indemnify MCL against any loss, damage, liability, or cost arising from reliance on inaccurate, incomplete, or misleading information, including any regulatory or legal consequences.

12.3 Access of the Property

The Client shall ensure that MCL, its employees, and contractors are given safe, timely, and unrestricted access to the Property and to all areas, plant rooms, and equipment reasonably required to provide the Services.

Where access is not available, is restricted, or is delayed due to the Client, its agents, occupiers, or third parties, MCL shall be entitled to charge for any additional time, aborted visits, waiting time, or return visits at MCL’s standard hourly rate, together with any associated travel or other costs

13.0 Cooling Off and Cancellation

13.1 The Client acknowledges that MCL begins work immediately upon engagement and agrees that cancellation will not affect MCL's entitlement to payment for services already provided. 

13.2 Any concession by MCL to defer payment or allow payment in stages is conditional upon the Client complying fully with MCL’s instructions and requests.

14.0 Delays

14.1 Any delivery times provided by MCL are estimates only. MCL shall not be liable for any loss arising from delay in delivery of the Services, however caused.

15.0 Third-Party Reliance

15.1 MCL owes no duty of care and accepts no liability to any person other than the Client unless expressly agreed in writing. No third party shall have any right to rely on the Services or enforce this Agreement.

16.0 Third-Party Providers

16.1 MCL shall not be responsible for the acts, omissions, or performance of any third-party providers or authorities whose services are required to deliver the Services.

17.0 Harm to the Client

17.1 MCL has no liability for the consequences of any failure by the Client or any agent of the client to promptly provide information or other material that Metro Commercial reasonably requires or where that information or material is inaccurate or incomplete.

18.0 Professional Indemnity Cover

18.1 MCL maintains Professional Indemnity Insurance appropriate to the Services. Details are available upon reasonable request.

19.0 General

19.1 MCL shall not be liable for any delay or failure caused by any regulatory body, certification scheme, government authority, or third party outside MCL’s control.

19.2 The Client warrants that any person giving instructions to MCL is authorised to do so on the Client’s behalf.

19.3 MCL may terminate this Agreement immediately on material breach or where payment is overdue. Clauses relating to Fees, interest, indemnities, intellectual property, and limitations of liability shall survive termination.

19.4 If any provision of this Agreement is held to be unenforceable, the remainder shall remain in full force and effect.

19.5 This Agreement shall be governed by and construed in accordance with the law of Scotland.

19.6 The Client agrees that MCL’s total liability arising under or in connection with this Agreement shall be limited to the Fees paid for the relevant Services.

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