These Terms and Conditions (“Terms”) govern the provision of Operation & Maintenance (O&M)

Manual services by Habgood Manual Solutions (“we”, “us”, or “our”) to clients (“you” or “the client”)

primarily engaged in Fit Out & Refurbishment projects. By engaging our services, you agree to be

bound by these Terms.

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SERVICES PROVIDED

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Habgood Manual Solutions specialise in the compilation, production, and delivery of comprehensive O

& M Manuals tailored to the specific requirements of Fit Out & Refurbishment projects and as agreed

in our quotation. The O & M Manual will be produced in electronic format only. We compile information

on materials and equipment that may be considered assets and that will require maintenance,

operation or cleaning. Our services include, but are not limited to:

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• Collection and collation of technical data, warranties, certification and other relevant
• information from Client, contractors and subcontractors and suppliers.
• Drafting of O & M manual content, including but not limited to, plant and equipment

• schedules, maintenance instructions, health and safety information, and as-built drawings.

• Liaison with the Client’s designated person to ensure accuracy and completeness of the manual content.

• Revisions and updates as agreed upon during the project lifecycle
• We will issue you (our Client) a list to complete with the information we require to complete the O & M manual

• Production of one draft manual in a basic electronic pdf format followed by the production of one amended draft to accommodate compiled comments.

• Production of one Final Version in electronic pdf format
• It is the responsibility of the Client that drawings issued are the correct version, and that any
• test or commissioning sheets are scanned versions of signed copies. We do not alter technical content.

• In the case of including O & M manuals or data sheets, obtained from other suppliers or subcontractors, that their O & M is of a good workable standard.

• Project timelines will be agreed upon in the project proposal/quotation. While we endeavour to meet all agreed deadlines, these are estimates and may be subject to change due to unforeseen circumstances or delays caused by the Client’s failure to provide timely information or approvals. We require 5 working days from when information is supplied for inclusion in the Manual.

• Delivery of completed O & M Manuals will be in digital format.

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OUR SERVICE DOES NOT INCLUDE:

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• Any responsibility for the accuracy of the content of the manuals. We only compile and collate from information provided to us. It is the responsibility of the Client to verify information provided to us and to check the accuracy of content of the manuals prior to issuing to their client.
• Changes from late or multiple comments (we allow for one set of comments). If more comments follow, requiring more changes that could have been made at the first comment stage, then extra charges will apply.

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Client Responsibilities

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• Provide Timely Information: Supply all necessary project information, including but not limited to, specifications, equipment lists, technical data sheets, warranties and contact details of relevant contractors and suppliers, in a timely manner as requested by Habgood Manual Solutions. Delays in providing information may impact project timeliness and costs.
• Designated Point of Contact: Nominate a single point of contact within your company who will be responsible for liaising with Habgood Manual Solutions, providing approvals, and answering queries promptly.
• Review and Approval: Review draft O & M Manuals and provide feedback and approvals within agreed timescales. Final approval signifies your acceptance of the Manual’s content and accuracy.
• Data Storage: It is the Client’s responsibility to download and securely store all manuals on their own servers or local systems. Habgood Manual Solutions will store project data and completed manuals for a period of up to two years from the date of completion , after which all data may be permanently deleted.

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Quotations and Pricing

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• All quotations provided by Habgood Manual Solutions are valid for 30 days from the date of issue unless otherwise stated.
• Prices are based on the scope of work detailed in the quotation. Any significant changes to the original contract, including but not limited to, additional information requirements, increased complexity, or expedited deadlines, may result in revised quotation or additional charges.

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Payment Terms

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• We will require a Purchase Order before the commencement of our works
• Our usual terms are 40% at the commencement of our works, 30% at draft and 25% at handover, but we may change this agreement at quotation stage by mutual agreement, however we reserve the right to request an upfront deposit or staged payments for larger projects.
• Invoices will be issued upon completion of agreed milestones or as per the payment schedule outlined in our proposal/quotation.
• Our standard payment terms are 14 days from the date of invoice.
• All quotations provided by Habgood Manual Solutions are valid for 30 days from the date of issue unless otherwise stated.
• We reserve the right to suspend work on O & M Manuals if payment terms are not met and late payments will incur interest charges.

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Intellectual Property

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• Upon full payment of all outstanding invoices related to the project, the intellectual property rights pertaining to the completed O & M Manuals, created specifically for your project, will transfer to you.

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Limitation of Liability

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• While Habgood Manual Solutions takes all reasonable care to ensure the accuracy and completeness of the O & M Manuals, we rely on the information provided by the Client and their project stakeholders. We do not accept liability for inaccuracies or omissions arising from incomplete, inaccurate, or misleading information supplied to us.
• Our liability for any claim arising out of or in connection with our services, whether in contract, tort (including negligence), or otherwise shall be limited to the total fees paid by you for the specific project from which the claim arises.
• We shall not be liable for any indirect, consequential, special, or punitive damages, including but not limited to, loss of profits, loss of business, or loss of data, arising from the use of our services or the O & M Manuals.
• Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

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Confidentiality

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• Both parties agree to keep confidential all non-public information exchanged during the course of the engagement. This includes, but is not limited to, project details, technical specifications and commercial terms.
• This obligation of confidentiality shall survive the termination of our engagement.

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Termination

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• Either party may terminate the engagement by providing 30 days written notice to the other party.
• In the event of termination by the Client, you agree to pay for all services rendered up to the date of termination, along with any reasonable costs incurred by Habgood Manual Solutions in relation to the project.
• We reserve the right to terminate the engagement immediately if you are in material breach of these Terms and fail to remedy the breach within 7 days of receiving written notice.
• Force Majeure Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, strikes, natural disasters or governmental regulations.

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Governing Law and Jurisdiction

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• These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

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