Terms and Conditions of Business

Fortiva Projects Ltd is a company registered in England and Wales.

Company number: 17157995. Registered office: Union House , 111 New Union Street, Coventry, CV1 2NT.

enquiries@fortivaprojects.co.uk

​

1. Definitions and Interpretation

 

In these Terms and Conditions, the following definitions apply:

• "Client" means the person or organisation engaging Fortiva Projects Ltd to provide Services.

• "Fortiva" or "we" or "us" means Fortiva Projects Ltd, a company registered in England and Wales (Company No. 17157995).

• "Services" means the project management, consultancy, supply, installation, or audit services described in the Proposal or Engagement Letter.

• "Proposal" means the written scope of work, quotation, or engagement letter issued by Fortiva to the Client.

• "Deliverables" means any reports, plans, documentation, or other outputs produced by Fortiva as part of the Services.

• "Fees" means the charges payable by the Client for the Services as set out in the Proposal.

 

2. Basis of Contract

 

2.1 These Terms and Conditions, together with the Proposal, form the entire agreement between Fortiva and the Client. They supersede all prior discussions, representations, or agreements.

2.2 A contract is formed when the Client accepts the Proposal in writing (including by email), pays a deposit, or instructs Fortiva to commence work — whichever occurs first.

2.3 Any variation to these Terms must be agreed in writing and signed by an authorised representative of Fortiva.

 

3. Scope of Services

​

3.1 Fortiva will provide the Services as described in the Proposal. Where the scope requires clarification, Fortiva will seek written agreement before proceeding.

3.2 Fortiva may, at its discretion, engage sub-contractors to assist in delivering the Services. Fortiva remains responsible for the delivery of all Services to the Client.

3.3 Any material changes to the agreed scope of work will be subject to a revised Proposal and may result in additional Fees and revised timescales.

3.4 Fortiva will perform the Services with reasonable skill and care, consistent with the standards expected of a competent technology infrastructure project management professional.

​

​

4. Fees, Pricing and Payment

​

4.1 Fees are as set out in the Proposal. Fortiva operates on both fixed-price and time-and-materials (day rate) engagements, as specified per project.

4.2 Fixed-price engagements are scoped on the basis of the agreed specification. Changes to scope will be quoted separately.

4.3 Time-and-materials engagements are charged at the day rate or hourly rate set out in the Proposal. Fortiva will provide reasonable estimates of time required but these are not binding.

4.4 Unless otherwise stated in the Proposal, invoices are due for payment within 14 days of the invoice date.

4.5 Fortiva reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.6 All Fees are exclusive of VAT, which will be added where applicable at the prevailing rate.

4.7 Where the Services include the supply of hardware, equipment, or third-party software, these will be invoiced separately unless stated otherwise in the Proposal. Title in goods supplied by Fortiva does not pass to the Client until payment is received in full.

 

5. Expenses

​

5.1 Reasonable, pre-agreed expenses (including travel, accommodation, and subsistence) may be charged in addition to the Fees. Fortiva will seek prior approval for any expenses likely to exceed £100.

5.2 Expenses are charged at cost and will be evidenced by receipts where practicable.

​

 

6. Client Obligations

​

6.1 The Client agrees to:

• Provide timely access to premises, systems, personnel, and information reasonably required by Fortiva to perform the Services.

• Appoint a named point of contact with authority to provide instructions and approvals.

• Review and respond to Fortiva communications, plans, and documentation within a reasonable timeframe.

• Ensure that any third-party contractors engaged directly by the Client cooperate reasonably with Fortiva.

• Notify Fortiva promptly of any changes in circumstances that may affect the delivery of the Services.

6.2 Fortiva shall not be liable for delays or failures in delivery caused by the Client's failure to fulfil its obligations under this clause.

 

 

7. Timescales and Delays

​

7.1 Any timescales stated in the Proposal are estimates only and are not guaranteed, unless expressly agreed in writing as fixed milestones.

7.2 Fortiva will notify the Client as soon as reasonably practicable of any anticipated delay, together with a revised estimate.

7.3 Fortiva shall not be liable for delays arising from third-party suppliers, contractors, planning authorities, or events outside Fortiva's reasonable control.

 

8. Intellectual Property

​

8.1 All intellectual property rights in Deliverables created by Fortiva under these Terms shall, upon receipt of full payment, be assigned to the Client.

8.2 Fortiva retains ownership of all pre-existing intellectual property, tools, methods, and frameworks used in delivering the Services.

8.3 Fortiva may reference the Client's name and a general description of the project in marketing materials unless the Client requests otherwise in writing.

 

9. Confidentiality

​

9.1 Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation.

9.2 “Confidential Information" means any information that is marked as confidential or that would reasonably be considered confidential given its nature or the circumstances of its disclosure.

9.3 This clause survives termination of the contract.

 

10. Limitation of Liability

​

10.1 Nothing in these Terms limits or excludes Fortiva's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.

10.2 Subject to clause 10.1, Fortiva's total liability to the Client, whether in contract, tort, or otherwise, shall not exceed the total Fees paid or payable by the Client under the relevant Proposal.

10.3 Fortiva shall not be liable for any indirect, special, or consequential loss, loss of profits, loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such loss.

10.4 Where Fortiva arranges installation or supply through third-party contractors, Fortiva's liability is limited to exercising reasonable care in selecting and instructing those contractors.

 

 

11. Termination

                   

11.1 Either party may terminate the contract on 14 days' written notice (or such other notice period as stated in the Proposal).

11.2 Either party may terminate immediately on written notice if the other party:

• commits a material breach of these Terms that is not remedied within 14 days of written notice;

• becomes insolvent, enters administration, or ceases to carry on business.

11.3 On termination, the Client shall pay for all Services rendered and expenses incurred up to the date of termination. Where a fixed-price project is terminated before completion, Fortiva shall be entitled to a pro-rata proportion of the Fees reflecting work completed.

11.4 Termination shall not affect any rights or liabilities that have accrued prior to termination.

 

12. Data Protection

​

12.1 Both parties shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

12.2 Fortiva’s Privacy Policy sets out how Fortiva collects and processes personal data. A copy is available on request from enquiries@fortivaprojects.co.uk.

12.3 Where Fortiva processes personal data on behalf of the Client in the course of delivering the Services, the parties will agree appropriate data processing terms if required.

 

13. Force Majeure

​

13.1 Neither party shall be in breach of these Terms or liable for any failure or delay in performance arising from causes beyond that party's reasonable control, including acts of God, pandemic, flood, fire, war, civil unrest, government action, or failure of third-party services.

13.2 The affected party shall notify the other party promptly and use reasonable endeavours to mitigate the impact.

 

14. Dispute Resolution

​

14.1 In the event of a dispute, the parties agree to attempt to resolve the matter in good faith through direct negotiation in the first instance.

14.2 If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation before commencing legal proceedings.

 

 

15. Governing Law

​

15.1 These Terms and any contract formed under them shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

 

16. General

​

16.1 If any provision of these Terms is found to be unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

16.2 Fortiva’s failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

16.3 These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.