OTECSA Consultancy Terms and Conditions
These Terms apply to all engagements between OTECSA Consulting Ltd and its clients unless expressly varied in writing.
1. Definitions and Interpretation
1.1 In these Terms:
“Business Day” means any day other than a Saturday, Sunday or public holiday in Scotland.
“Client” means the party to whom the Services are being or are to be provided.
“Consultancy” means OTECSA Consulting Ltd.
“Deliverable” means any report, study, model, calculation, drawing or other work product prepared by the Consultancy under an Engagement.
“Engagement” means an instruction to provide Services accepted on the basis of a Proposal and these Terms.
“Fee” means the remuneration payable for the Services as set out in the Proposal, exclusive of VAT and expenses unless explicitly stated.
“IPR” means all intellectual property rights, including copyright, database rights, know-how and rights in confidential information, whether registered or unregistered.
“Proposal” means the written proposal, quotation or fixed-price offer issued by the Consultancy.
“Services” means the process safety, risk and environmental risk consultancy services to be provided by the Consultancy as described in the Proposal, which may include DSEAR and hazardous area classification studies, DSEAR compliance, hazard studies, LOPA, COMAH support and report writing, consequence modelling and occupied buildings risk assessments (OBRA).
“Site” means any location at which any part of the Services is performed.
“These Terms” means these OTECSA Consulting Standard Consultancy Terms (2026).
1.2 Headings are for convenience only. References to a statute include subordinate legislation and amendments. “Including” is non-limiting. References to writing include email.
1.3 These Terms, together with the Proposal, constitute the entire agreement for each Engagement and supersede any prior communication on its subject matter.
2. Services and Standard of Care
2.1 The Consultancy shall perform the Services with the reasonable skill and care expected of a competent professional process safety and risk consultancy in the United Kingdom. Time shall not be of the essence.
2.2 The Consultancy is an independent professional. It is not subject to the supervision, direction or control of the Client. The Consultancy may substitute personnel from time to time, provided that replacement personnel are appropriately qualified and experienced.
2.3 The Services are advisory. Unless expressly agreed in writing, the Consultancy:
(a) does not warrant that the Client’s plant, processes or operations comply with any law, regulation or standard – responsibility for compliance remains with the Client and other duty-holders;
(b) does not assume the role of duty-holder, operator, employer, occupier, designer, principal contractor, principal designer or competent person under any statute or regulation; and
(c) does not undertake to identify every hazard or risk. Hazard identification and risk assessment work (including DSEAR studies, hazard studies, HAZOP, LOPA, consequence modelling and OBRA) involves professional judgement and is necessarily limited by the information supplied and the time and resources allocated.
3. Client Obligations and Reliance on Information
3.1 The Client shall, at no cost to the Consultancy and in good time, provide all information reasonably required for the Services, including P&IDs, plot plans, area classification drawings, operating procedures, alarm and trip schedules, safety data sheets, manufacturer data, incident records and any existing safety case or COMAH documentation. The Client shall ensure that such information is accurate, current and complete and shall make knowledgeable personnel available to support the Consultancy as reasonably required.
3.2 The Consultancy is entitled to rely without independent verification on information supplied by or on behalf of the Client. The Consultancy is not liable for any error in or omission from a Deliverable to the extent it arises from inaccurate, incomplete or out-of-date information, or from late provision of information.
3.3 If the Client’s failure to perform clause 3.1 delays the Consultancy, any agreed timescale shall be extended on a reasonable basis and the Consultancy may charge for time spent at its standard rates.
4. Scope, Assumptions and Limitations
4.1 The scope of the Services and any frameworks, standards (which may include but is not limited to the Dangerous Substances and Explosive Atmospheres Regulations 2002 (DSEAR), the Control of Major Accident Hazards Regulations 2015 (COMAH), BS EN 60079 series, IEC 61511, IGEM/SR/25, CIA/CCPS guidance and HSE guidance), assumptions and exclusions adopted shall be those set out in the Proposal.
4.2 Unless expressly stated, the Services do not include: detailed engineering design; commissioning, validation or proof testing; supervision of construction or operations; the role of independent safety assessor, authorised engineer or competent person; procurement of equipment; or work outside the United Kingdom.
4.3 Deliverables are prepared on the basis of information available, and the standards and good practice in force, at the date of issue. The Consultancy is under no obligation to update a Deliverable to reflect any subsequent change in law, standards or facts unless engaged to do so.
4.4 Deliverables are prepared solely for the Client and for the specific purpose stated in the Proposal. No third party is entitled to rely on any Deliverable without the Consultancy’s prior written consent, which may be subject to conditions including a reliance fee and reliance letter.
5. Variations
5.1 No variation is effective unless agreed in writing (email sufficing) by an authorised representative of each party.
5.2 If, in the Consultancy’s reasonable opinion, any matter (including a Client change request, a change in scope or in information supplied, a change in law, or a delay caused by the Client) is likely to affect the Fee or timescale, the Consultancy shall notify the Client within a reasonable time (and in any event within 14 days) of becoming aware, and the parties shall agree the necessary variation.
6. Charges, Expenses and Payment
6.1 The Client shall pay the Fee and reimburse expenses set out in the Proposal. Unless stated otherwise, all sums are in pounds sterling and exclusive of VAT and out-of-pocket expenses (including travel, subsistence, accommodation and externally procured specialist services), which are charged at cost.
6.2 On time-and-materials work the Consultancy may invoice monthly in arrears at the rates in the Proposal (or its then-current standard rates). Fixed-price work is invoiced against the agreed milestones.
6.3 Invoices are payable in full, in cleared funds, within 30 days of invoice date, without set-off, counterclaim, deduction or withholding (other than as required by law).
6.4 If any sum is overdue the Consultancy may, without prejudice to any other remedy: (a) charge interest and recover debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend the Services on written notice (any timescale being extended accordingly); and (c) terminate the Engagement on written notice if any payment remains more than 7 days overdue.
7. Intellectual Property
7.1 All IPR in or arising out of the Services and Deliverables vest in and remain the property of the Consultancy, save for IPR in materials supplied by or on behalf of the Client, which remain its property.
7.2 Subject to payment in full of the Fee, the Consultancy grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely for the purpose for which they were provided. The licence does not extend to any other purpose or project, to any group company without consent, or to any third party.
7.3 The Consultancy retains all rights in its methodologies, techniques, know-how, templates and tools (whether developed before, during or after an Engagement) and is not precluded from providing similar services to other clients, including in the same sector.
7.4 The Consultancy is not liable for any use of a Deliverable for any purpose other than that for which it was provided, or after it has been amended by anyone other than the Consultancy.
8. Confidentiality
8.1 Each party shall keep confidential all information of a confidential nature disclosed by the other under an Engagement (“Confidential Information”) and use it only for the purposes of the Engagement.
8.2 Clause 8.1 does not apply to information that: (a) is or becomes public other than through breach of these Terms; (b) was lawfully in the recipient’s possession free of any obligation of confidence before disclosure; (c) is independently developed without reference to the discloser’s information; (d) is required to be disclosed by law, regulation or court order; or (e) is disclosed in confidence to professional advisers, insurers or sub-consultants.
8.3 This clause 8 continues for three years from disclosure, save that trade secrets and know-how remain confidential for so long as they retain that status. Any separate signed non-disclosure agreement takes priority over this clause to the extent of conflict.
9. Data Protection
9.1 Each party shall comply with its obligations under the UK GDPR, the Data Protection Act 2018, PECR and any other applicable UK data protection laws.
9.2 Where personal data is shared between the parties under an Engagement, each acts as an independent controller in respect of the personal data it processes, unless the parties agree otherwise in writing. If the Consultancy is to act as processor on the Client’s behalf, the parties shall first agree appropriate written terms incorporating the matters required by Article 28(3) UK GDPR.
10. Liability
10.1 Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded.
10.2 Subject to clause 10.1, the Consultancy’s total aggregate liability under each Engagement (whether in contract, delict (including negligence), breach of statutory duty or otherwise) is limited to the lesser of: (a) the total Fees actually paid by the Client under that Engagement in the 12 months immediately preceding the event giving rise to the claim; and (b) £1,000,000.
10.3 Subject to clause 10.1, neither party is liable to the other for any: loss of profit, revenue, business, business opportunity, anticipated savings, contract, goodwill or reputation; loss of, damage to or corruption of data; loss of production or use; or any other indirect, consequential or special loss, howsoever arising.
10.4 Liability for innocent or negligent (but not fraudulent) misrepresentation is expressly excluded.
10.5 The Client acknowledges that the limits and exclusions in this clause 10 are reasonable having regard to the level of the Fee, the availability of insurance and the nature of the Services.
10.6 No claim may be brought against the Consultancy in respect of any Engagement after the expiry of six (6) years from completion of the Services to which the claim relates.
11. Insurance
11.1 For the duration of each Engagement and for 6 years thereafter the Consultancy shall maintain with reputable insurers: (a) professional indemnity insurance with a limit of indemnity of at least £1,000,000 per claim; (b) public liability insurance with a limit of at least £5,000,000 per occurrence; and (c) employers’ liability insurance to at least the statutory minimum.
11.2 The Consultancy shall on reasonable written request provide the Client with a broker’s certificate. Where a Proposal requires higher limits, the additional premium cost shall be passed through to the Client.
12. Health and Safety; Site Access
12.1 Each party shall comply with its duties under the Health and Safety at Work etc. Act 1974 and regulations made under it.
12.2 Where the Services are performed at a Site not under the Consultancy’s control, the Client shall (or shall procure that the occupier shall) ensure the Site is safe, provide all necessary inductions, permits to work, site-specific PPE, escort, supervision and emergency arrangements, and provide all reasonable information about hazards and safe systems of work.
12.3 The Consultancy’s personnel may refuse to enter or may leave any Site where they reasonably consider conditions to be unsafe or information inadequate. No such refusal is a breach of these Terms.
13. CDM 2015
13.1 The Services are advisory and risk-based. Unless expressly stated in the Proposal, the Consultancy is not appointed as principal designer, designer or principal contractor for the purposes of the Construction (Design and Management) Regulations 2015 and the Client remains responsible for any such appointments.
14. Force Majeure
14.1 Neither party is liable for any failure or delay arising from an event beyond its reasonable control, including acts of God, war, terrorism, civil disorder, fire, flood, severe weather, epidemic or pandemic, governmental action, industrial action (other than of its own workforce), failure of utilities or telecoms, and material cyber security incidents (a “Force Majeure Event”).
14.2 The affected party shall promptly notify the other and use reasonable endeavours to mitigate. If the Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Engagement on written notice without liability (save for Services properly performed before termination).
15. Term and Termination
15.1 An Engagement commences when the Consultancy first performs the Services (or such earlier date as the parties agree in writing) and continues until completion or earlier termination.
15.2 Either party may terminate an Engagement on written notice if the other: (a) commits a material breach that is not remedied within 30 days of written notice requiring remedy (or is incapable of remedy); or (b) becomes insolvent, enters administration, receivership or liquidation, or any equivalent procedure.
15.3 The Client may terminate for convenience on 30 days’ written notice, in which case the Client shall pay all Fees and expenses properly incurred up to termination, reasonable demobilisation costs and any non-cancellable third party commitments.
15.4 Termination is without prejudice to accrued rights. Clauses 1, 4.3, 4.4, 6, 7, 8, 9, 10, 11, 15.4, 16, 18, 20, 21, 22 and 23 survive termination.
16. Status; IR35 and Off-Payroll Working
16.1 The Consultancy is an independent contractor. Nothing in these Terms creates any relationship of employment, partnership, joint venture or agency between the Client and the Consultancy (or between the Client and any individual providing the Services on the Consultancy’s behalf).
16.2 The Consultancy is responsible for all income tax, National Insurance contributions and other statutory deductions in respect of the individuals it engages, and shall indemnify the Client against any such liability attributable to the Consultancy’s engagement of its own personnel (save to the extent caused by the Client’s breach of these Terms or a status determination made by the Client).
16.3 The parties intend that the Services be provided in a manner consistent with operation outside the off-payroll working rules. The party responsible for the status determination shall depend on the Client’s size:
(a) Small Clients. Where the Client is a “small” company, partnership or unincorporated body within the meaning of section 60A of the Income Tax (Earnings and Pensions) Act 2003 (applying the small-company tests in sections 382–384 of the Companies Act 2006), the Consultancy (or its personal service company) shall be responsible for determining the status of any individual providing the Services and for accounting for any tax and National Insurance contributions arising under Chapter 8 of Part 2 ITEPA 2003.
(b) Medium / large or public-sector Clients. Where the Client is a public authority or a medium-sized or large entity within the scope of Chapter 10 of Part 2 ITEPA 2003, the Client shall: (i) carry out the status determination required by Chapter 10, taking reasonable care; (ii) provide a status determination statement (SDS) to the Consultancy before the Services commence; (iii) operate any deduction at source required as a result of that determination; and (iv) be solely responsible for any liability (including PAYE, NIC, interest and penalties) arising from an inaccurate or incomplete determination.
(c) Each party shall promptly provide the other with such information as is reasonably required to enable the responsible party to perform its obligations under this clause 16.3.
17. Subcontracting and Assignment
17.1 The Consultancy may subcontract or delegate performance of all or part of the Services to a suitably qualified subcontractor or associate, but remains responsible to the Client for performance.
17.2 Neither party shall assign, transfer or otherwise dispose of any of its rights or obligations under an Engagement without the prior written consent of the other, save that the Consultancy may assign or novate to any successor to all or substantially all of its business.
18. Anti-Bribery, Tax Evasion and Modern Slavery
18.1 Each party shall comply with the Bribery Act 2010, shall not engage in any conduct that would constitute an offence under sections 1, 2 or 6 of that Act, and shall maintain appropriate compliance procedures.
18.2 Each party shall have in place such prevention procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by its associated persons (as required by Part 3 of the Criminal Finances Act 2017), and shall comply with its obligations under the Modern Slavery Act 2015.
19. Conflicts of Interest
19.1 The Consultancy operates information barriers and confidentiality measures sufficient to enable it to act for clients with potentially competing interests, including in the same sector as the Client. Acceptance of an Engagement does not restrict the Consultancy from providing services to other clients (including competitors of the Client), provided that the Consultancy shall not, without the Client’s consent, use the Client’s Confidential Information for the benefit of any other client.
20. Notices
20.1 Notices under these Terms must be in writing and may be delivered by hand, sent by pre-paid first class or recorded delivery post, or sent by email to the address or email address set out in the Proposal. A notice is deemed received: (a) on hand delivery, on the date of delivery; (b) by post, on the second Business Day after posting; and (c) by email, at the time of transmission (provided no delivery failure notification is received).
21. General
21.1 Nothing in these Terms establishes any partnership, joint venture or agency between the parties.
21.2 A person who is not a party to an Engagement has no rights to enforce any of its terms under the Contract (Third Party Rights) (Scotland) Act 2017 or the Contracts (Rights of Third Parties) Act 1999.
21.3 No failure or delay by a party to exercise any right or remedy is a waiver. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid; if such modification is not possible, the provision shall be deemed deleted, without affecting the rest of these Terms.
21.4 Each party acknowledges that, in entering into an Engagement, it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Proposal.
21.5 Any purchase order, terms of business or other document issued by the Client is for the Client’s own administrative purposes only. Notwithstanding its wording, no terms in or referred to by such document apply to or have any contractual effect on the Engagement.
21.6 An Engagement may be entered into in counterparts and by electronic signature, including email confirmation.
22. Dispute Resolution
22.1 The parties shall use reasonable endeavours to resolve any dispute by good-faith discussion between authorised representatives. If a dispute is not resolved within 30 days of escalation, the parties may agree to refer it to mediation (failing agreement, under the CEDR Model Mediation Procedure). Nothing in this clause prevents a party from seeking interim or injunctive relief or from commencing proceedings under clause 23.
23. Governing Law and Jurisdiction
23.1 These Terms and any Engagement (including any non-contractual dispute or claim) are governed by the laws of Scotland. The parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.
OTECSA Consulting Ltd – Standard Consultancy Terms 2026