ESG Terms & Conditions

25/04/2025

Introduction

When the Terms Apply

These Terms of Business (“the Terms”) apply where Workman LLP provides a service to a client and there is no written agreement for the provision of that service or if there is, to the extent that these Terms do not conflict with the terms of that written agreement. In the case of conflict between these Terms and the terms of any written agreement, the terms of the written agreement shall prevail to the extent of the conflict. Reference in these Terms to the agreement means the written or informal agreement that incorporates these Terms (“the Agreement”).

Liability and Duty of Care

Duty of Care

Workman LLP owes to the client a duty to act with reasonable skill and care in providing the service and complying with the client’s instructions where those instructions do not conflict with (a) these Terms, (b) the Agreement or (c) applicable law and professional rules.

Workman LLP is not obliged to carry out any instructions of the client which conflict with the applicable law, regulations and professional rules.

Liability to the Client

Workman LLP’s maximum liability under this Appointment (in contract, tort, negligence or otherwise) shall be limited to five million pounds (£5,000,000) in the aggregate, but two million pounds (£2,000,000) in the aggregate for claims and defence costs arising out of or in any way connected to:

the combustibility, fire protection, performance, fire resistant or fire-retardant characteristics of any external cladding or roofing systems,
any internal fire protection systems; and
any aspect of the fire safety or fire performance of a building or structure;

provided that nothing in this clause shall exclude or limit the Consultant’s liability for death or personal injury.

No action or proceedings under or in respect of this appointment whether in contract, tort, negligence, breach of statutory duty or otherwise shall be commenced against us after the period of six years from completion of the instruction or such earlier date as may be prescribed by law.

Liability to Third Parties

Workman LLP owes no duty of care and has no liability to anyone but its client, unless specifically agreed in writing by Workman LLP. No third party is intended to have any rights under the Agreement unless agreed in writing.

Liability for Others

Workman LLP has no liability for products or services that it reasonably needs to obtain from others in order to provide the service.

Delegation

Workman LLP may delegate to a third party the provision of the service, or part of it, only where this is reasonable. If delegation is at the client’s specific request, Workman LLP is not liable for what the third party does or does not do.

Protection of Employees

Apart from fraud or criminal conduct no employee of Workman LLP has any personal liability to the client and neither the client nor anyone representing the client may make a claim or bring proceedings against an employee or former employee personally.

Our Complaints Procedure

In accordance with Royal Institution of Chartered Surveyors’ Rules of Conduct, we have a complaints handling procedure to deal with complaints from clients and others who are dissatisfied with our services.

How to Complain:

In the event that you should wish to complain about any of our services and are unable to resolve this matter in the first instance with a member of our staff, you should write to the Group Company Secretary, Nick Kemp, at 80 Cheapside, London, EC2V 6EE or email groupcompanysecretary@workman.co.uk setting out the nature and details of your complaint.

Upon receipt of your letter, we will contact you within 7 days to let you know that your complaint has been logged and inform you of the person assigned to deal with your complaint. At this stage, we may be able to provide you with a final response.

Within 28 days of receiving your written complaint, we will provide you with either:

A final response; or
An update as to the progress of your claim and the likely timeframe within which

you should expect to receive a final response which shall in any event be no later than 8 weeks from the date on which we receive your complaint.

We will endeavour in all instances to investigate your complaint as thoroughly and as quickly as possible and keep you updated in the event of any unforeseen delays.

Resolution of Complaint

We will continue to investigate your complaint until we provide you with our final response or you otherwise inform us of your decision to withdraw your complaint.

Independent Redress Scheme

If you are dissatisfied with our final decision or any aspect of our handling of your complaint, you may contact either of the following independent redress schemes:

Consumer Clients
Property Redress Scheme (PRS)
Premiere House 1st Floor Elstree Way Borehamwood WD6 1JH
Tel: 0333 321 9418 / Email: info@theprs.co.uk

Business to Business Clients
Centre for Effective Dispute Resolution(CEDR)
International Dispute Resolution Centre
70 Fleet Street
London
EC4Y 1EU
Tel: +44 (0) 20 7536 6000 / Email: info@cedr.com

Workman LLP is regulated by RICS for the provision of surveying services. This means we agree to uphold the RICS Rules of Conduct for Firms and all other applicable mandatory professional practice requirements of RICS, which can be found at www.rics.org. As a RICS regulated firm we have committed to cooperating with RICS in ensuring compliance with its standards. Workman LLP’s nominated RICS Responsible Principal is Piers Chapman (Partner); piers.chapman@workman.co.uk; +44 (0) 20 7227 6210.

Money Laundering Compliance

We are required by law to operate procedures pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, which include requesting that you provide us with documentary proof of identity, proof of address, proof of funding in relation to a particular instruction and ownership structure. You agree to comply with any such requests promptly. Should you or your agents or advisers receive any information in respect of the counterparty involved in the instruction which we may require to comply with our legal obligations and which you are aware we have not otherwise received, you shall procure the provision of that information (and any changes in those details) to us upon our request.

Anti-Bribery and Anti-Corruption

Both parties will comply (and shall ensure that its Group will comply) with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and promptly report to the other party any request or demand which would amount to a breach of the Bribery Act 2010 or any other Applicable Laws.

Tax Evasion

Both parties will comply with all Applicable Laws and sanctions relating to financial crime, including but not limited to the Criminal Finances Act 2017 (the “CFA”); not engage in any activity, practice or conduct which would constitute an offence by it under the CFA; maintain prevention procedures within the meaning of the CFA to try to prevent the facilitation by it of tax evasion and/or commission of any offence under the CFA; promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement; promptly report to the other party if it has or has reasonable grounds to believe it may have committed an offence under the CFA; and ensure that any of its associated persons (within the meaning of the CFA) that it engages in the performance of this Agreement are bound by similar terms to this clause 15.4, and shall be liable to the other party for any breach by such persons of the terms of this clause 15.4 as fully as if the breach was by it.

Anti-Slavery

Both parties will comply with Anti-Slavery Laws at all times and will procure that its staff (and any other persons it engages in relation to the Properties or its performance of this Agreement) will comply with the same at all times; not commit any act or omission which causes the other party to breach, or commit an offence under, any Anti-Slavery Law; not knowingly appoint or contract with any person who has been convicted of or prosecuted in relation to an offence under any Anti-Slavery Law; provide the other party with such assistance and information as the other party may

reasonably require from time to time to enable the other party to: perform any activity required by any government, regulatory entity or agency for the purpose of compliance with Anti-Slavery Laws; and prepare a slavery and human trafficking statement as required under the Modern Slavery Act 2015.

Data Protection

Both parties will comply with all applicable requirements of the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other legislation and regulatory requirements in force, Workman LLP is for this purpose a data processor. To the extent you provide us with any personal data, you will ensure that you have all the necessary appropriate consents and notices in place to enable lawful transfer of such personal data. All personal data shared will be deemed confidential. Our business activities privacy notice can be found in the Privacy section of our website at www.workman.co.uk/privacy-notice/. All files relating to the instruction will be retained as stated in the appointment document or retained in line with the Building Safety Act 2022 as amended and the Defective Premises Act 1972.

Both parties shall notify the other party within 36 hours of becoming aware of any accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to the Other Party’s Personal Data.

You agree that we may receive and retain documentary proof required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and can disclose it to any Government authority that is legally entitled to request it. You further agree and consent to identity checks

being carried out electronically for anti- money laundering purposes. For the purposes of this clause only, you release us from our obligations under the money laundering compliance clause detailed above.

We may occasionally use your contact details to inform you of client seminars and property related matters in which you may have an interest. By accepting these terms you consent to our sending you such information. If you do not wish to receive such information, please advise us, by writing to the Data Protection Officer at our address.

Delivering the Service

Timetable

Workman LLP is to use reasonable endeavours to comply with the Client’s timetable and is to report any delay as soon as reasonably foreseen or practicable.

Conflict

If Workman LLP becomes aware of a conflict of interest it is to advise its client promptly and recommend an appropriate course of action.

Publicity

Neither Workman LLP nor its client may publicise or issue any specific information to the media about the service or its subject matter without the consent of the other.

Criminal Activity

To comply with law and professional rules on suspected criminal activity Workman LLP has to check the identity of clients and to report, without telling the client, any activity that it suspects may be linked to crime.

Intellectual Property

All intellectual property rights in material supplied by the client belong to the client and in material prepared by Workman LLP belong to Workman LLP, unless otherwise agreed in writing. Each has a non-exclusive right to use the material provided for the purposes for which it is supplied or prepared. No third party has any right to use it without the specific consent of the owner.

Confidential Material

Each party must keep confidential all confidential information and material of commercial value to the other party of which it becomes aware but it may:-

use it to the extent reasonably required in providing the service;
disclose it if the other party agrees;
disclose it if required to do so by law, regulation or other competent authority.

This obligation continues after termination of the Agreement.

Remuneration

Our fees are as stated in our fee proposal.

Fees Not Specified

Where the fees and expenses payable for the service are not specified in the letter of appointment Workman LLP is entitled to:-

a fair and reasonable fee by reference to time spent;
reimbursement of expenses properly incurred on the client’s behalf.

Expenses properly incurred shall include but not be limited to travel, accommodation and subsistence.

Abortive Fees

Unless otherwise agreed in writing, if you instruct us to act for you and thereafter the transaction or instruction becomes abortive because you withdraw or you terminate our instructions then a reasonable abortive fee becomes due.

If the instruction is aborted prior to our attendance on site, then no abortive fee becomes due.
If the instruction is aborted after we have attended site and before our report is issued, then we will be due an abortive fee calculated on a quantum meruit basis using our standard hourly rates applicable to the level of surveyor engaged on the instruction.
Once our report is issued, the full fee becomes due.

Third Party Costs

All fees and costs relating to statutory fees, certifications or accreditations shall be paid directly by the client to the appropriate authority.

Timing

We will be entitled to issue an invoice and our fees will become due for payment free from any discount, deduction set- off or counter claim:

On the date(s) specified on the instruction letter
When you withdraw your instruction (in which case our abortive fee clause will apply)

In all other cases, charges become due on the date that we issue an invoice for the services provided and/or the disbursements and expenses incurred.

All invoices are payable by you upon delivery to you.

VAT

The Client must pay VAT at the rate then current on the issue of a valid VAT invoice.

Interest on Overdue Accounts

Payment is due on the date of the invoice and accounts should be settled in full within 30 days of that date. Any queries in respect of any invoice should be raised within 10 days of receipt of the invoices.

If an invoice is not paid in full within 30 days Workman LLP may charge interest on the balance due at a daily rate of 4% above the base rate of the Bank of England.

Miscellaneous

Termination

The client or Workman LLP may terminate the Agreement immediately by notice to the other if the other:-

has not satisfactorily rectified a substantial or persistent breach of the Agreement within the reasonable period specified in an earlier notice to rectify it;
is insolvent according the laws of its country of incorporation.

Effect of Termination on Claims

Termination of the Agreement does not affect any claims that arise before termination or the entitlement of Workman LLP to its proper fees up to the date of termination or to be reimbursed its expenses.

Waiver and Severance

Failure to enforce any of these Terms is not a waiver of any right to subsequently enforce that or any other term of the Agreement.

The invalidity, illegality and unenforceability in whole or in part of any of the provisions of this Agreement shall not affect the validity, legality or enforceability of its remaining provisions which shall remain in full force and effect.

Notices

A notice is valid if in writing addressed to the last known address of the addressee and is to be treated as served:-

when delivered, if delivered by hand (if that is during normal business hours) otherwise when business hours next commence;
two business days after posting, if posted by recorded delivery;
when actually received, if sent by e-mail to the group company secretary who’s e-mail address can be found in the complaints section of these Standard Terms of Business and Limitations.

Notice may not be given by email.

Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England, Wales or Scotland as applicable.

Jurisdiction

Each party irrevocably agrees that the courts of England, Wales and Scotland as applicable to the instruction location and shall have exclusive jurisdiction, to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

ESG Reporting

Extent of Inspection

We shall make a visual inspection of the exposed and accessible parts of the Property to understand the general construction and extent of services/plant in place.

External inspections shall be undertaken from:-

Accessible areas at ground level;
Accessible walkways, external staircases, balconies etc. where they form part of the Property, and from a sample of the external windows;
The roof where permanent safe access is available.

Internal inspections shall be undertaken of sample areas to enable an understanding of the floor configurations and servicing strategy.

No advice can be given or responsibility accepted by us for parts of the Property that are covered, unexposed, or inaccessible. If in our opinion further investigations are necessary or opening up works are desirable, we shall advise the Client accordingly.

Unless we are specifically instructed and the have the consent to do so we shall not arrange to move any furniture or disturb fixtures and fittings, raise any floor coverings or remove floorboards.

Where more specialist reports are required for example on the building services, then subject to agreement we shall arrange as Agents acting on the Client’s behalf, for the services to be inspected and appraised by a specialist with separate terms and conditions agreed as appropriate to the scope.

Information Provision

As built record information will be requested and reviewed where available to enable an appreciation of the building construction and M&E provision with available technical reports and specifications being used to inform our understanding of the building.

Energy data will be sought from the Property Management team to enable a review of the energy intensity with comparisons drawn against industry targets. Data gaps, industry targets and changing statutory requirements will be commented upon to provide context.

Building areas (GIA) will be based upon information provided with no detailed measured surveys undertaken.

We will review the Government online register to validate current EPC data.

Where information is not available and we consider this to be important in the context of our overall reporting, we will highlight this to enable agreement on the need to obtain quotations for the additional work.

Compliance with Legislation

We shall consider the Property for any current and upcoming legislation changes in so far as they may impact on ESG related matters and shall report on any issues of note.

The Client is advised to ensure that, in the course of their normal service and searches, the Client’s legal advisors investigate the position regarding relevant statutory compliance aspects including planning consents, EPCs, Heat Network Regulations and the like.

Data Analysis

Where multiple data sets and/or sector targets are available we will align the Property with the most appropriate data to enable comparison.

Budgets

Where required, our reporting will give general guidance on the scale of costs for implementing interventions where these are not already addressed by other consultants. It should be noted that no measurements will be taken and costings will be calculated by using spot pricing only. The report will not include detailed cost estimates or specifications for repairs and for these reasons any costings given are for guidance only.

Confidentiality and Reliance

Our reporting is confidential to the party to whom it is addressed and is for the use of that party only. No responsibility can be accepted to any other party in respect of its contents in whole or in part. Before the report or any part of it is reproduced or referred to in any other document, circular or statement our written approval as to the form and content must first be obtained.

We shall rely upon all information given to us on the Client’s behalf and consider it to be accurate.