Terms of Service

1. Agreement and Acceptance

These terms form a legal agreement between you and MDR ASSOCIATES LIMITED. They apply to every visit to this website and to every engagement we undertake, unless we have signed a separate written contract that expressly overrides them. In the event of a conflict, a signed contract takes priority over these terms for the work it covers.

You accept these terms by browsing the website, by submitting an enquiry, by accepting a quotation or by permitting us to begin work. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms.

We may update these terms from time to time as our services or the law evolve. The version in force is the one published on this page when you use the website or when we confirm an engagement, and we will take reasonable steps to draw material changes to your attention.

2. Definitions

In these terms, the Company means MDR ASSOCIATES LIMITED, and the Client means the person or organisation that engages the Company or uses this website. The Services means the engineering work described on the website or agreed in writing, including control system design, real-time software, safety instrumented systems, data acquisition platforms, commissioning support and technical documentation.

Deliverables means the documents, software, drawings, reports and other items the Company produces for the Client. Site means any premises at which the Services are performed. Business Day means a day other than a Saturday, a Sunday or a public holiday in the United Kingdom.

Writing includes email and any other durable electronic form that both parties can retain and reproduce. A reference to a statute or a regulation includes any amendment or replacement of it.

3. Scope of Services

The Company provides professional engineering services to industrial and commercial clients. The precise scope of any engagement is defined in a quotation, a proposal or a statement of work, and it is that document which controls what we deliver rather than any general description on the website.

Our control system design work produces control philosophies, loop sheets, cause and effect tables and signal lists. Our real-time software work produces deterministic code for embedded and edge targets. Our safety instrumented systems work produces safety requirements, integrity assessments and proof test plans. Our data acquisition platforms work produces reliable measurement chains, and our commissioning support places engineers beside your team during start-up. Our technical documentation work produces manuals, as-built records and maintenance guides.

The website describes these services for general information. It is not a technical specification and it does not create a binding obligation to deliver a particular result outside the scope we have agreed in writing.

4. Engagement and Quotations

A quotation issued by the Company is an invitation to treat unless it expressly states otherwise. An engagement begins when the Client accepts a quotation in writing and the Company confirms acceptance, or when both parties sign a statement of work.

Quotations remain valid for the period stated in them, and where no period is stated they remain valid for thirty days from the date of issue. A quotation may be withdrawn if the assumptions on which it rests change materially, for example if the site conditions differ from those described.

Where the Client proceeds without a formal quotation, the engagement is governed by these terms together with our written confirmation of the work, the fee and the anticipated schedule. We recommend that all engagements be recorded in writing so that both parties share the same understanding.

5. Client Obligations

The Client agrees to provide accurate and timely information about the plant, the process and the constraints under which the work will be performed. Good engineering depends on good inputs, and a delay in providing information will usually delay the deliverable that depends on it.

The Client agrees to provide safe and reasonable access to any Site, to make competent staff available for interviews and reviews, and to obtain any permissions or consents that the work requires. Where a third party must be involved, the Client will arrange that involvement so that it does not hold up the project.

The Client is responsible for the accuracy of data it supplies and for the decisions it takes on the basis of our deliverables. Where the Client directs the Company to depart from recommended practice, the Client accepts the consequences of that direction and will record it in writing.

The Client will not use the Services for an unlawful purpose and will comply with all relevant health, safety and environmental rules at any Site.

6. Fees and Payment

Fees are set out in the quotation or statement of work and may be expressed as a fixed price, a daily rate or a staged schedule. Unless stated otherwise, fees are exclusive of value added tax and any other applicable taxes, which are added where the law requires.

Expenses such as travel, accommodation and specialist test charges are charged at cost unless the quotation says otherwise. We will always seek approval before incurring a material expense that the Client has not already agreed.

Invoices are payable within the period stated on the invoice, and where no period is stated the term is thirty days from the date of the invoice. The Company may charge interest on overdue amounts at the rate permitted by law, and may suspend work where an undisputed invoice remains unpaid.

Payment is not conditional on a separate milestone unless the engagement says so. Where the Client disputes part of an invoice, the undisputed part remains payable on time.

7. Timelines and Delivery

The Company will use reasonable skill and care to meet the schedule agreed with the Client. Dates are estimates unless they are expressly described as fixed, and they depend on the Client meeting its own obligations, including the prompt provision of information and access.

Delays that arise from a cause outside the Company control, including a change of requirement, a Site restriction or an event of force majeure, will extend the schedule by a reasonable period. The Company will communicate a revised forecast as soon as it becomes aware of a material change.

Delivery of a document or a software build does not transfer risk of loss in the Client premises. Where deliverables are supplied electronically, delivery is treated as complete when they are made available to the Client, subject to any acceptance process agreed in the engagement.

8. Changes to the Work

Either party may request a change to the scope, the schedule or the fee. A change takes effect only when both parties have agreed it in writing, so that the impact on cost and time is clear before the work proceeds.

The Company will assess the effect of a requested change and provide a written summary of any adjustment to the fee, the schedule or the resources involved. No change will be implemented on the basis of a verbal instruction alone, even where the change appears small, because small changes have a habit of accumulating.

Where a change is urgent, the parties may agree a provisional instruction pending a written summary. If a provisional instruction results in additional cost, the Client remains responsible for that cost once it is recorded.

9. Intellectual Property

Unless the engagement says otherwise, the Company retains ownership of its pre-existing know-how, methods, templates, software libraries and design tools. The Client receives a licence to use the deliverables for the purpose for which they were created.

Where an engagement is a bespoke development, the parties may agree that ownership of specific deliverables transfers to the Client on full payment. Any such transfer is recorded in writing and does not extend to the Company background materials, which remain the property of the Company.

The Client grants the Company a licence to use the Client materials necessary to perform the Services, and confirms that it has the right to grant that licence. The Company will not use Client materials for any other purpose without the Client permission.

Nothing in these terms grants either party a right to use the other party name or logo in public marketing without prior written consent.

10. Confidentiality

Each party will keep confidential the information it receives from the other in connection with an engagement, and will use that information only for the purpose of the engagement. This obligation covers technical drawings, process data, commercial terms and any other information that a reasonable person would treat as confidential.

The obligation does not apply to information that is already public, that the receiving party already lawfully holds, that is independently developed without reference to the disclosing party, or that the receiving party is required to disclose by law or by a regulator.

Where disclosure is required by law, the receiving party will, where it is permitted to do so, give the disclosing party prompt notice so that protective steps can be considered. Confidentiality obligations survive the end of the engagement for a reasonable period.

11. Warranties and Standards

The Company warrants that it will perform the Services with reasonable skill and care and in accordance with good engineering practice. We do not warrant that a deliverable will be free of every error, nor that a complex system will operate without any defect, because such a promise would not be honest.

Where a deliverable proves defective within the period agreed in the engagement, and the defect results from a failure of our skill and care, the Company will remedy the defect at its own cost. This remedy is subject to the Client having used the deliverable in accordance with our guidance.

Advice given informally, including opinion expressed in a meeting or an email that is not part of an agreed deliverable, is provided in good faith but should not be relied on as a formal engineering conclusion without confirmation in writing.

12. Limitation of Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that the law does not permit to be excluded.

Subject to that, the Company aggregate liability arising from an engagement is limited to the fees paid for the work to which the claim relates. The Company is not liable for loss of profit, loss of production, loss of data, loss of goodwill or any indirect or consequential loss, however it arises.

These limitations reflect the nature of professional engineering services and the allocation of risk that the parties have accepted. If the Client requires a different allocation, it should raise the matter before the engagement begins so that insurance and pricing can be adjusted accordingly.

13. Indemnities

The Client will indemnify the Company against any claim, loss or expense that arises from inaccurate information supplied by the Client, from a use of a deliverable outside its intended purpose, or from a breach by the Client of these terms or of the law.

The Company will not be responsible for a claim that arises from a third party product that we did not supply, or from a modification made to a deliverable by someone other than the Company, unless we authorised that modification in writing.

Where a claim is made against either party, the party receiving the claim will notify the other promptly and will not settle the claim without the other party agreement where that agreement is required to preserve a defence or a recovery.

14. Site Safety and Access

The Client is responsible for the safety of any Site and for providing a safe system of work for the Company personnel who attend. This includes an induction where one is required, the identification of hazards and the provision of appropriate protective equipment.

The Company personnel will follow the Site rules and will raise any safety concern with the Client rather than proceed with an activity that appears unsafe. We reserve the right to withdraw from an activity where the risk cannot be controlled to a reasonable standard.

Where the Services involve commissioning or live testing, the parties will agree a permit and isolation procedure in advance. No live intervention will take place without that agreement, because the safety of the plant and of the people around it takes priority over any schedule.

15. Third Party Materials

The Company may use third party software, components or services in delivering an engagement. Those items are subject to their own licence terms, and the Company will tell the Client where a licence imposes a material obligation on the way a deliverable may be used.

The Company is not responsible for the ongoing availability, security or performance of a third party item that is outside its control. Where a third party fails, the Company will use reasonable efforts to identify a workaround or an alternative within the scope of the engagement.

The Client is responsible for holding any licence it needs to run a deliverable on its own systems, except where the engagement expressly states that the Company will arrange it.

16. Suspension and Termination

Either party may terminate an engagement by giving written notice in accordance with the notice period stated in the engagement or, where none is stated, a reasonable period. Termination does not affect an accrued right or an obligation already due.

The Company may suspend or terminate an engagement immediately if the Client fails to pay an undisputed invoice, breaches a material term, or creates a risk to the safety of Company personnel. On termination the Client remains liable for work performed and for expenses properly committed up to the date of termination.

On termination the Company will return or destroy Client materials in accordance with the Client instructions, and will provide any work in progress that has been paid for. Confidentiality and liability provisions continue to apply after termination.

17. Force Majeure

Neither party is liable for a failure to perform an obligation that is caused by an event outside its reasonable control. Such events include natural disaster, epidemic, industrial action, war, civil disorder, a failure of a public network and a government restriction.

The affected party will notify the other as soon as it is practical and will use reasonable efforts to mitigate the effect of the event. If the event continues for a prolonged period, either party may terminate the affected engagement by written notice without further liability beyond the work already performed.

Where the Company is the affected party, it will keep the Client informed of the likely impact on the schedule and will resume work as soon as it is able to do so safely.

18. Acceptable Use of the Website

You may use this website for lawful purposes only. You must not attempt to gain unauthorised access to any part of the site or its supporting systems, introduce malicious code, or interfere with the availability of the site for others.

The content of this website is provided for general information and is protected by copyright and other rights. You may view and print pages for your own reference, but you may not reproduce, republish or resell the content without written permission, except where the law expressly allows it.

We may change, suspend or withdraw any part of the website at any time. We do not guarantee that the site will be uninterrupted or free of error, and we are not liable for a loss caused by your reliance on general content rather than on a formal written deliverable.

19. Governing Law and Jurisdiction

These terms and any dispute arising from them are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, unless the law requires a different forum.

Before beginning formal proceedings, the parties will attempt in good faith to resolve a dispute through direct discussion and, where appropriate, a structured negotiation or mediation. This step is intended to preserve the working relationship and to reach a practical solution.

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in force. A failure to enforce a provision on one occasion does not waive the right to enforce it on another.

20. Contact Details

Questions about these terms, a request for a quotation or any notice under an engagement should be sent to MDR ASSOCIATES LIMITED at 6 Queens Court, Queens Court North, Third Avenue, Team Valley Trading Estate, Gateshead - NE11 0BU, United Kingdom (GB).

You can email us at systems@mdrassociates.buzz or telephone us on +12705963500 during our normal business hours. A notice sent by email is treated as received on the next Business Day after it is sent, unless the sender receives an automated failure message.

We welcome the chance to answer a question in advance, and we would rather spend a few minutes clarifying a term than leave it to be tested in a dispute. If in doubt, please ask.