Standard Terms and Conditions of Contract
Topographical Ltd | Effective: 1 June 2026
1. Definitions
In these Terms and Conditions:
"The Surveyor" means Topographical Ltd, Belmont Suite, Paragon Business Park, Chorley New Road, Horwich, Bolton, England, BL6 6HG.
"The Client" means the person or entity accepting the quotation and assuming financial responsibility for the Services. Where an Instructing Party accepts on behalf of a third party, the term "Client" includes both the Instructing Party and the third party jointly.
"The Instructing Party" means, where applicable, any person, agent, intermediary, representative, or entity instructing the Surveyor on behalf of a Client or third-party principal.
"Services" means the surveying, mapping, or related professional services to be provided by the Surveyor as described in the quotation.
"Deliverables" means all outputs generated by the Surveyor in the course of the Services, including drawings, models, spatial data, point clouds, reports, and digital files.
"Draft Deliverables" means restricted, watermarked, or read-only versions of the Deliverables provided to the Client solely for verification purposes.
"Final Deliverables" means the unrestricted, unwatermarked outputs released to the Client upon receipt of full payment.
"The Portal" means the Surveyor's online client platform used for quotation acceptance, communication, invoicing, and the secure delivery of Deliverables.
"Contract Price" means the total agreed fee for the Services as stated in the quotation.
"Mobilisation Fee" means the fee payable upon instruction to secure scheduling, as specified in the quotation.
"Specification" means the agreed scope, methodology, and technical requirements for the Services as set out in the quotation.
Words importing the singular include the plural and vice versa. Reference to any statute or statutory provision includes that provision as amended, extended, or re-enacted. Headings are for convenience only and do not affect interpretation.
2. Contract Formation
2.1 The Contract is formed, and these Terms become legally binding, upon the Client's digital acceptance of the quotation via the Portal, or upon receipt of written instruction to proceed. Digital acceptance via the Portal holds identical legal weight to a handwritten signature pursuant to the Electronic Communications Act 2000.
2.2 Quotations are valid for 30 days from the date of issue unless otherwise stated. The Surveyor reserves the right to withdraw or amend a quotation at any time before acceptance.
2.3 The Surveyor reserves the right to decline any instruction at its sole discretion.
2.4 The Client warrants that all relevant information regarding the nature of the site, the scope of Services, and any unusual site conditions has been provided to the Surveyor prior to acceptance.
3. Instructing Party and Joint Liability
3.1 Where an Instructing Party instructs the Surveyor on behalf of a Client, a third party, an incapacitated individual, an estate, or any other principal, the Instructing Party warrants that they possess the absolute and requisite legal authority to instruct the Services and incur the Contract Price. This includes, where applicable, a valid Deputyship Order, registered Lasting Power of Attorney, or appropriate corporate authority.
3.2 The Instructing Party accepts the instruction on a joint and several liability basis. The Surveyor reserves the right to treat the Instructing Party as a principal debtor and to pursue the Instructing Party, the Client, or both simultaneously for the full settlement of all financial obligations arising under this Contract.
3.3 Where the Client provides the personal details of any third party in connection with the Services — including site contacts, billing contacts, or professional collaborators — the Client warrants that they have the necessary authority or permission to share those details with the Surveyor for the purpose of delivering the Services.
4. Mobilisation Fee and Cancellation
4.1 A Mobilisation Fee, as specified in the quotation, is payable upon instruction to secure scheduling and commence mobilisation for the Services.
4.2 Should the Client cancel the Services with less than seventy-two (72) hours' written notice prior to the scheduled fieldwork date, the Mobilisation Fee shall be non-refundable. The Client acknowledges that this fee does not constitute a penalty but represents a genuine pre-estimate of the Surveyor's irrecoverable costs, including administrative preparation, scheduling of specialist personnel, equipment allocation, and the direct opportunity cost of declining alternative instructions.
4.3 Cancellation with seventy-two (72) hours' or more notice: the Mobilisation Fee may be refunded at the Surveyor's reasonable discretion, by way of credit note or refund to the original payment method.
4.4 Any digital products, data, or reports delivered to the Client prior to cancellation are non-refundable regardless of the notice period given.
5. Payment Terms
5.1 The balance of the Contract Price, less the Mobilisation Fee, shall be invoiced upon completion of the Services and is due in accordance with the payment terms stated in the quotation.
5.2 For clients approved for account terms, payment is due within thirty (30) days of the date of invoice. For all other clients, payment is due prior to the release of Final Deliverables. Under no circumstances shall payment terms exceed sixty (60) days.
5.3 In strict accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), the Surveyor reserves the right to charge statutory interest on all overdue commercial balances at a rate of eight percent (8%) above the Bank of England base rate, together with the statutory fixed compensation fees for debt recovery.
5.4 Any dispute regarding the scope, validity, or amount of an invoice must be raised by the Client in writing within thirty (30) days of receipt. Failure to raise a dispute within this period shall constitute acceptance of the invoice, and the balance shall become immediately payable without right of set-off.
6. Deliverables and Release
6.1 The Surveyor may provide Draft Deliverables via the Portal to enable the Client to verify that the Services have been carried out in accordance with the Specification.
6.2 Draft Deliverables are provided under a temporary, revocable, and strictly limited evaluation licence. The Client shall not rely upon, extract data from, remove watermarks from, submit to any authority, or otherwise use Draft Deliverables for any commercial, construction, planning, or legal purpose.
6.3 Final Deliverables shall be released to the Client only upon the Surveyor's receipt of cleared funds for the full Contract Price, or at the Surveyor's sole discretion.
6.4 The Surveyor reserves the right to suspend access to the Portal and withhold all Deliverables in respect of any unpaid sums.
7. Intellectual Property
7.1 The copyright, database rights, and all other intellectual property rights in the Deliverables remain exclusively vested in the Surveyor.
7.2 Upon receipt of cleared funds for the full Contract Price, the Surveyor grants the Client an irrevocable, non-exclusive, royalty-free licence to use the Final Deliverables for the specific purpose stated in the quotation.
7.3 This licence may not be assigned, sub-licensed, or transferred to any third party without the Surveyor's prior written consent.
7.4 The Client may share Final Deliverables with nominated professional collaborators (such as architects, engineers, or planning consultants) strictly for the stated project purpose, provided that such sharing is facilitated via the Portal's sharing facility or with the Surveyor's written agreement.
7.5 Nothing in this Contract shall be construed as transferring ownership of the Deliverables or the underlying intellectual property to the Client or any third party.
8. Site Access and Fieldwork
8.1 The Client assumes full responsibility for securing safe, unhindered access to the site and for obtaining all necessary permissions from landowners, occupiers, tenants, and relevant authorities prior to the commencement of fieldwork.
8.2 The Client is responsible for informing the Surveyor of any known hazards, restrictions, access limitations, or special conditions affecting the site.
8.3 The Surveyor retains absolute operational authority to suspend, delay, or abort fieldwork without financial penalty or breach of contract if weather conditions, unforeseen site hazards, regulatory restrictions, or any other circumstances compromise safety, data quality, or compliance.
8.4 Where airspace permissions or other regulatory authorisations are required, the Client acknowledges that the granting of such permissions is at the sole discretion of the relevant authority and may be subject to statutory lead times. The Surveyor accepts no liability for project delays or cancellations arising from the denial, delay, or withdrawal of such permissions.
8.5 The Client acknowledges that during fieldwork, the Surveyor's instrumentation may incidentally capture images of individuals or neighbouring property visible from the site or public areas. Such imagery is processed solely to derive spatial measurement data, and raw source materials are deleted within 30 days of processing.
9. Automated Processing
9.1 In compliance with the RICS professional standard on the responsible use of artificial intelligence in surveying practice, the Surveyor discloses that automated processing and algorithmic tools may be utilised in the delivery of the Services. The Surveyor maintains professional accountability and human oversight over all outputs.
9.2 The Client may request written information regarding the types of automated systems used and their general manner of operation.
9.3 The Client acknowledges that automated processing is deeply integrated into modern geospatial workflows and that opting out of such processing may render certain Deliverables infeasible or subject to additional charges for manual processing.
9.4 The Surveyor's Professional Indemnity Insurance extends to the Services delivered utilising automated processing tools, subject to the limitation of liability set out in Clause 10.
10. Limitation of Liability and Insurance
10.1 The Surveyor shall maintain Professional Indemnity Insurance to a minimum limit of £2,000,000 in the aggregate, together with adequate Public Liability and Employer's Liability cover.
10.2 The Surveyor's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — arising under or in connection with this Contract shall not exceed £2,000,000.
10.3 Where the Surveyor is liable for loss or damage alongside other contractors, consultants, or members of a professional team, the Surveyor's liability shall be limited to that proportion which is just and equitable having regard to the extent of the Surveyor's responsibility for the loss. The Surveyor shall not be liable for the defaults of other parties, including those who are insolvent, unidentifiable, or uninsured.
10.4 The Surveyor shall not be liable for any indirect, consequential, or special loss, including but not limited to loss of profit, loss of anticipated savings, loss of business, or loss of opportunity.
10.5 In accordance with the RICS Professional Indemnity Insurance Approved Minimum Wording (July 2025), any liability arising from fire safety claims is strictly limited to acts of professional negligence and excludes strict liability or fitness-for-purpose warranties.
10.6 Nothing in this Contract excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded.
11. Data Protection
11.1 Both parties shall comply with all applicable requirements of the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Data (Use and Access) Act 2025.
11.2 The Surveyor is the Data Controller. The Client acknowledges that personal data and project information will be processed and stored via secure cloud infrastructure in order to deliver the Services. Full details of how personal data is processed are set out in the Surveyor's Privacy Policy, available at topographical.co.uk/privacy.
11.3 In accordance with the Surveyor's professional indemnity obligations and the Limitation Act 1980, survey records, project data, and associated identifiers shall be retained for a period of six (6) years following project completion. The Client acknowledges that this retention period constitutes a lawful and necessary obligation which may override data deletion requests where the data is required for the establishment, exercise, or defence of legal claims.
11.4 Data protection complaints may be submitted to the Surveyor at privacy@topographical.co.uk. The Surveyor will acknowledge complaints within 30 days and respond without undue delay. The Client also has the right to lodge a complaint with the Information Commissioner's Office.
12. Suspension and Termination
12.1 If the Client fails to pay any undisputed sum by the due date, the Surveyor may, upon giving seven (7) days' written notice, suspend all Services and restrict access to the Portal until payment is received in full. Statutory interest shall accrue during any period of suspension.
12.2 Either party may terminate this Contract by written notice if the other party commits a material breach and fails to remedy it within thirty (30) days of receiving written notice specifying the breach.
12.3 The Surveyor may terminate this Contract immediately by written notice if the Client enters into administration, liquidation, a Company Voluntary Arrangement, becomes bankrupt, or has a receiver or administrator appointed over any of its assets.
12.4 Upon termination for any reason, all outstanding sums, including statutory interest and compensation, shall become immediately payable. The Client shall pay for all Services supplied up to the date of termination, including work completed but not yet invoiced.
13. Complaints and Dispute Resolution
13.1 The Surveyor operates a formal Complaints Handling Procedure in accordance with the RICS Rules of Conduct. A copy is available upon request.
13.2 Complaints must be submitted in writing. The Surveyor shall acknowledge the complaint within seven (7) days and provide a formal written resolution within twenty-eight (28) days.
13.3 For consumer Clients (individuals acting outside the course of their trade or profession), the Surveyor's nominated Alternative Dispute Resolution provider is the Centre for Effective Dispute Resolution (CEDR). This service is provided free of charge to the consumer.
13.4 For business-to-business disputes, the parties agree to attempt resolution via the RICS Dispute Resolution Service prior to commencing litigation.
13.5 This Contract shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
14. General Provisions
14.1 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to severe weather, natural disaster, pandemic, industrial action, or government action.
14.2 Entire Agreement. This Contract, together with the quotation and the Specification, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements.
14.3 Severability. If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 No Waiver. Failure by the Surveyor to enforce any provision of this Contract shall not constitute a waiver of the right to enforce that provision at a later date.
14.5 Third-Party Rights. No person other than the parties to this Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14.6 Notices. Any notice required under this Contract shall be in writing and shall be deemed served if sent by email to the address provided by each party, or by first-class post to the registered address.
Topographical Ltd Belmont Suite, Paragon Business Park, Chorley New Road, Horwich, Bolton, England, BL6 6HG
Last updated: 1 June 2026