Terms & Conditions

Mechanical & Process Engineering Consultancy Services

Effective Date: 05/04/2026

These Terms and Conditions ("Agreement") govern the provision of services by Nuova Engineering ("Consultant") to any person, company, or organisation engaging the Consultant’s services ("Client").

Acceptance of a proposal, quotation, statement of work, or instruction to proceed shall constitute acceptance of these Terms and Conditions.

1. Scope of Services

The Consultant shall provide services as agreed in writing, which may include:

  • Mechanical engineering design and analysis.

  • Process engineering design, optimisation, and troubleshooting.

  • Preparation of calculations, specifications, and technical reports.

  • Risk assessments (including HAZOP support where applicable).

  • Technical documentation and communication (reports, presentations, stakeholder briefings).

  • Liaison between technical and non-technical stakeholders.

  • Training staff members through various delivery methods.

All Services shall be defined in a proposal, quotation, or statement of work ("SOW"). Any changes to the scope must be agreed in writing.

2. Fees and Payment

  • Fees shall be as set out in the agreed proposal or SOW (hourly, daily, or fixed fee).

  • Invoices shall be payable within 14 days of the invoice date unless otherwise agreed.

  • Late payments may incur interest at 10% above the Bank of England base rate.

  • The Consultant reserves the right to suspend Services upon written notice in the event of non-payment.

  • Reasonable expenses (including travel, accommodation, and subsistence) may be charged where agreed.

3. Client Responsibilities

The Client shall:

  • Provide accurate, complete, and timely information and data

  • Ensure access to relevant personnel, systems, and facilities

  • Nominate a competent representative for instructions and approvals

  • Review and respond to deliverables within a reasonable timeframe

The Consultant is entitled to rely on information provided by the Client and shall not be liable for errors arising from incomplete or inaccurate data.

4. Standard of Care

The Consultant shall perform the Services with reasonable skill, care, and diligence consistent with generally accepted standards in mechanical and process engineering consultancy.

Deliverables are based on information available at the time and do not constitute a guarantee of performance, outcome, or regulatory approval unless explicitly stated.

5. Technical Communication & Reliance

  • Reports, drawings, and communications are prepared for the specific purpose and audience defined in the SOW.

  • The Client shall not rely on deliverables for purposes other than those intended without prior written consent.

  • Where the Consultant supports stakeholder communication, all final decisions remain the responsibility of the Client.

6. Intellectual Property

All pre-existing intellectual property shall remain the property of its original owner.

All documentation templates, tools, formats, methodologies, communication frameworks, calculation models, and working materials developed or used by the Consultant shall remain the sole intellectual property of the Consultant.

Upon full payment of all fees due, the Client is granted a non-exclusive, non-transferable licence to use the deliverables for the specific project for which they were created.

This licence permits the Client to use, reproduce, and rely upon final documents and outputs produced using the Consultant’s templates solely for the intended project. Ownership of the underlying templates, frameworks, and methodologies is not transferred.

The Client shall not copy, reuse, adapt, distribute, sublicence, or otherwise make available the Consultant’s templates, frameworks, methodologies, or underlying materials for other projects or third parties without prior written consent.

The Consultant retains full ownership of all underlying know-how, processes, designs, calculations, and reusable content developed during the provision of the Services.

7. Confidentiality

Both parties shall keep confidential all proprietary or sensitive information and shall not disclose such information to any third party without prior written consent, except where required by law.

8. Liability and Limitation

  • The Consultant’s total aggregate liability shall not exceed the total fees paid under this Agreement.

  • The Consultant shall not be liable for:

    • Indirect or consequential losses

    • Loss of profit, revenue, production, or business opportunity

    • Third-party claims arising from misuse or modification of deliverables

The Client shall indemnify the Consultant against claims arising from the use of deliverables outside the agreed scope.

9. Insurance

The Consultant shall maintain appropriate professional indemnity and public liability insurance suitable for the Services provided.

10. Health, Safety, and Site Work

Where Services involve site visits, the Client shall ensure a safe working environment and provide all relevant health and safety information.

The Consultant shall comply with reasonable site rules and applicable legislation.

11. Programme and Delays

Any timelines provided are estimates unless explicitly agreed otherwise.

The Consultant shall not be liable for delays caused by factors outside its control, including Client delays or third-party actions.

12. Subcontracting

The Consultant may engage suitably qualified subcontractors where necessary, while remaining responsible for the Services.

13. Termination

Either party may terminate this Agreement:

  • By giving 14 days’ written notice, or

  • Immediately in the event of a material breach.

The Client shall pay for all Services performed up to the termination date, including any committed costs.

14. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including natural disasters, industrial disputes, or government actions.

15. Governing Law

This Agreement shall be governed by the laws of Scotland.

16. Dispute Resolution

The parties shall attempt to resolve disputes through good-faith negotiation. If unresolved, disputes may be referred to mediation before litigation.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

18. Amendments

Any amendments must be made in writing and signed by both parties.

19. Acceptance

By engaging the Consultant’s services, the Client agrees to these Terms and Conditions.

Consultant:

Nuova Engineering LTD
Nickolas Coles
05/04/2026