Scene Connect Ltd’s Terms of Business below explain the terms and conditions which apply when you instruct us to act on your behalf (your “business”). They are subject to any accompanying “Letter of Engagement” which may follow a fee proposal or invitation to tender (which may be a letter or an email from us further detailing our engagement with you). If there is any conflict between the terms of these Terms of Business and any accompanying Letter of Engagement, then the terms of the Letter of Engagement shall prevail. Prior to changing any aspect of our Terms of Business we will post the proposed new Terms of Business on our website at least 14 days prior to any such change taking effect.

1. WHO ARE WE?
Scene Connect ("Scene", “The Consultant”, “we” or “us”) is a private limited company which adheres to social enterprise practises, and is registered in Scotland, number SC407230 with its registered office at Edinburgh Centre for Carbon Innovation, High School Yard, Infirmary Street, Edinburgh, EH1 1LZ. We are a multi-disciplinary renewable energy consultancy.

2. WHAT WE DO AND DON’T DO
We will give your business proper professional skill, care and attention and we will not act for you if it is not in your best interests. We do not offer financial or tax advice, though we do offer financial modelling services.

3. OUR DUTY OF CONFIDENTIALITY
Your business will not be disclosed to any other party without your permission, except in a situation when we are legally compelled to do so.

4. DELIVERY OF OUR SERVICES
We believe that effective communication with our clients is fundamental to providing a high quality service. We will correspond with you in person, by telephone, letter and/or by email as appropriate. If you have any preference then please let us know.

5. INSTRUCTIONS
You can help us by giving clear instructions and asking questions about anything you do not understand. We would also ask that you deal promptly with any queries or requests for information and let us know if there are any important time limits which we should be aware of. If we are acting for more than one person (e.g. partners or trustees) we may take instructions from one person on behalf of the other(s) and all will be fully liable for any actions taken or fees incurred on a joint and several basis. You should also advise us if we are able to take instructions or authorisation from anyone other than yourself.

6. OUR COPYRIGHT POLICY
Unless we expressly agree otherwise, or it is your business’s funder/s requirement, the copyright in the original materials which we generate for you belongs to us, and we assert our moral rights. However, the fee you pay for our work permits you to make use of that material for the purposes for which it is created.

7. OUR FEES
Unless otherwise agreed with you, prior to beginning any specific items of work for you from time to time we shall endeavour to provide your business with an estimate or fixed fee quote (normally in our “Letter of Engagement”, which may be a letter or an email from us). Please note that this may be difficult to do at times if the scope of the work is not clear or if the request for the work is urgent. In the absence of any Letter of Engagement or other correspondence from us in writing or by email which details an agreed feeing arrangement, our fees in connection with any work instructed by your business from time to time will be charged on the hourly rates of the relevant member/s of staff. Copies of the hourly rates applicable are available in writing from us.

Where we agree a fixed fee (as detailed in our Letter of Engagement), this will be based on two assumptions: (1) the structure or complexity of your business will not be changed to any material extent by any revision or renegotiation; and (2) no material work will be required beyond what was anticipated at the time the fixed fee was issued. We reserve the right to revisit any fixed fee quotes in the event that any of these assumptions turns out not to be the case. If this happens we will provide another fixed fee quote. You will be deemed to have accepted the new fee unless you let us know to the contrary within 5 working days of having received notice of this from us. If you inform us within 5 working days that the additional fee is unacceptable to you, we shall then be entitled to invoice you immediately for all work carried out up to that date at our standard charge out rates, notwithstanding that your business has not been completed.
Where we give you an estimate or quotation, it is an estimate or quotation only, not a fixed fee. The fee we will charge you will be subject to a final agreement and a signed Letter of Engagement.

8. OUR OUTLAYS
In addition to professional fees, subject to our agreement, we may ask you to pay for any outlays, significant photocopying charges, courier charges and other out of pocket expenses incurred on your behalf and also travelling time (including in relation to all work undertaken by us in relation to any mandate to transfer the correspondence files, papers and documents to a third party). We will either ask for a sum on account before any such charges or expenses are incurred, or will invoice you immediately afterwards

9. OUR INVOICES
Our invoices are payable within 30 days receipt. In the event of non-payment within 30 days we shall be entitled (at our absolute discretion) to charge you interest on the outstanding amount at the rate of 8% above the Royal Bank of Scotland base rate applying at the time, calculated on a daily basis and compounded monthly. We shall be under no obligation to carry out any further work for you until outstanding invoices (and applicable late payment fees or interest) have been paid in full. We shall also be entitled to set off any fees (and applicable late payment fees or interest), expenses and outlays due to us against any credit balance or deposits held on your behalf before sending you the balance. Unless otherwise agreed with you in any Letter of Engagement, (a) we will charge for our work on (i) completion of the relevant matter, (ii) a monthly basis as the work progresses on an interim basis, or (iii) when the relevant work in progress reaches £1,000, whichever is the sooner; and (b) all invoices shall be made out to your business. Any payment you make to us on account of costs or any sum received by us on your behalf which is not received for a specific purpose, may be set off against any invoice (interim or final) issued to you by us.

10. UNFORSEEN CIRCUMSTANCES
If we are unable to perform our obligations to you as a result of circumstances beyond our control (which includes without limitation delays as a result of acts of God, acts of terrorism, civil disturbances, staff absences, unavailability of email, I.T. and/or other telecommunication systems and governmental regulations and directions) we shall give you prompt notice of such circumstances or delay. Such delay shall not constitute a breach of our Agreement with you, but if such delay continues for a period in excess of 30 days, you shall be entitled to terminate your relationship with us.

11. OUR INSURANCE AGAINST CLAIMS & LIABILITY LIMITATION
Unless another limit is expressly agreed in writing by us, our maximum aggregate liability for any claim or series of related claims directly arising out of, or in connection with services and advice supplied by us to you (whether as a result of breach of contract, negligence or otherwise) shall be such sum which equals ten times the amount of the fees that you pay us in connection with the relevant claim(s) up to a maximum sum of £1,000,000. Although we may be liable for direct claims, we shall not be liable for any indirect or consequential claims, losses or damages in connection with services and advice supplied by us, including without limitation for loss of business, profits, revenue, goodwill, reputation, interest or anticipated savings. Nothing in these Terms of Business shall exclude or limit our liability for death or personal injury, which cannot be excluded or limited by law.
In the unlikely event of any claims against us, we have professional indemnity insurance cover in place for any claims up to limits referred to above.
Please note that unless otherwise expressly agreed in writing with you, all services and advice supplied by us is the responsibility of Scene Consulting Ltd. only and no liability shall attach to any individual whether director, manager, consultant, associate or employee of Scene Consulting Ltd. who may have supplied or been involved in supplying any services or advice.

12. DISSATISFACTION
If you feel you have cause for dissatisfaction about any aspect of our service, you should first take this up with the Manager who is responsible for supervising the matter concerned. Where possible, we would ask that you put your comments in writing. It is always our intention to deal with a complaint promptly and fairly.

13. TERMINATION
If you wish to terminate your business relationship with us, you are entitled to do so by providing written notice to us. Where we have agreed a fixed term engagement with you a notice period may require to be given. You will remain responsible for our fees and outlays until termination, in accordance with these Terms of Business and any Letter of Engagement

14. SEVERABILTY OF THESE TERMS OF BUSINESS
If any of the terms or other provisions of these Terms of Business and/or any Letter of Engagement are found by an arbiter, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from these Terms of Business and/or any Letter of Engagement (as applicable) but the remaining provisions of these Terms of Business and/or any Letter of Engagement (as applicable) shall continue in full force and effect insofar as they are not affected by any such deletion.

15. NO WAIVERS OF OUR RIGHTS
No failure by us to exercise any right or remedy available to us pursuant to these Terms of Business nor any delay to exercise any such right or remedy shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

16. ACCEPTANCE OF THESE TERMS OF BUSINESS
These Terms of Business (subject to the terms of any Letter of Engagement by us) shall govern our Consultant/client relationship with you unless we agree otherwise with you in writing or by email. We shall endeavour to provide you with a Letter of Engagement prior to beginning specific items of work however this may not always be possible. In the absence of (i) any Letter of Engagement or (ii) an acceptance from you in writing or by email of any Letter of Engagement and/or these Terms of Business, it shall be assumed that by providing us with your instructions you accept the terms of these Terms of Business in full and we shall proceed only on this basis.

17. GOVERNING LAW & JURISDICTION
Unless we agree to the contrary in writing or by email, these Terms of Business, any Letter of Engagement and our Consultant/client relationship with you shall be governed by and construed in accordance with Scottish law and the courts of Scotland shall have non-exclusive jurisdiction to settle any questions or disputes which may arise out of or in connection with the same.

Version 1.2
Date: 3 April 2014