THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIABILITY: CAPS, EXCLUSIONS AND INDEMNITIES).
Conditions of Engagement
Governing the supply of fire safety, passive fire protection, HVAC, M&E maintenance and compliance services by Gemini AMPM Ltd.
Version 2.0 — March 2026 | Governing Law: England & Wales
Application
These Conditions of Engagement (“Conditions“) govern every contract under which Gemini AMPM Ltd (Company No. 03437130) of Unit 2 Regents Business Centre, Jubilee Road, Burgess Hill, West Sussex, RH15 9TL (“Gemini“) provides Services to a Client. No other terms apply. Any Client terms, purchase order conditions, or framework terms that conflict are expressly rejected and shall be of no legal effect, even if Gemini commences or continues Services without objecting to them.
1. Definitions
| Business Day | Any day other than Saturday, Sunday, or a bank holiday in England and Wales. |
| Client | The party engaging Gemini, as identified in the Order or Purchase Order. |
| Completion Date | The date by which the Services are to be practically complete, stated in the Order. |
| Defects Period | 12 months from Practical Completion unless varied in writing; 24 months where Services include passive fire protection installation or HVAC commissioning. |
| Final Date for Payment | 30 days from the date of Gemini’s invoice or payment application. |
| Force Majeure Event | Any event outside a party’s reasonable control, including acts of God, pandemic, war, or regulatory prohibition. |
| Insolvency Event | Administration, liquidation, receivership, voluntary arrangement, or the presentation of a winding-up petition against either party. |
| Intellectual Property | All fire risk assessments, passive fire surveys, HVAC commissioning records, O&M manuals, design drawings, reports, certificates, data, and any other written or digital output produced by Gemini in performing the Services (“IP Outputs“). |
| Order | Gemini’s written quotation or proposal accepted by the Client, or a written Purchase Order issued by the Client and accepted by Gemini. |
| Practical Completion | The date Gemini notifies the Client in writing that the Services are substantially complete, with only minor snagging items outstanding that do not prevent beneficial use. |
| Services | Fire safety inspections and risk assessments, passive fire protection surveys and installation, HVAC maintenance and commissioning, M&E compliance works, end of tenancy inspections, and any ancillary services described in the Order or Specification. |
| Specification | The scope of works, schedule of rates, or technical schedule forming part of the Order. |
2. Formation of Contract
2.1 A binding contract is formed on the earlier of: (a) the Client issuing a written Purchase Order; or (b) the Client confirming written acceptance of Gemini’s proposal.
2.2 Commencing performance does not constitute acceptance of any Client terms. Gemini’s Conditions apply exclusively.
2.3 Any amendment to these Conditions must be agreed in writing and signed by a director of Gemini to be effective.
3. Gemini’s Obligations
3.1 Gemini shall perform the Services with reasonable skill and care consistent with the standard of a competent specialist contractor operating in the fire safety, HVAC, and M&E compliance sector.
3.2 Gemini shall comply with all applicable law and British Standards, including but not limited to: the Fire Safety Act 2021; Building Safety Act 2022; Regulatory Reform (Fire Safety) Order 2005 (as amended); BS 9999, BS 9991:2024, BS EN 13501; CDM Regulations 2015; and any applicable BAFE, FIA, FIRAS, and CHAS scheme requirements.
3.3 Gemini shall maintain all accreditations stated on its letterhead and shall provide evidence of current accreditation status to the Client on request.
3.4 Where Gemini is required to provide emergency call-out services under an Order, Gemini’s target response times shall be as agreed in the relevant maintenance contract schedule. Response time obligations are subject to safe access being available and do not constitute a guarantee of outcome.
4. Client Obligations
The Client shall:
- Provide safe, unobstructed access to all areas required for the Services at agreed times, including roof spaces, plant rooms, risers, and ceiling voids;
- Supply all relevant drawings, as-built information, previous fire risk assessments, HVAC records, O&M manuals, and other documents in its possession or control that Gemini reasonably requires;
- Obtain all necessary consents, permissions, and statutory approvals before Gemini commences Services;
- Not permit any other contractor to interfere with, modify, or remove Gemini’s installations or works-in-progress without Gemini’s prior written consent;
- Respond to Gemini’s requests for information, approvals, and variation instructions within 5 Business Days — failure to respond within this period entitles Gemini to an extension of time and additional costs;
- Comply with all CDM 2015 duties applicable to the Client as principal designer or principal contractor, and notify Gemini of any changes to the principal contractor or designer;
- Promptly notify Gemini of any change in the building’s use, occupation, or structure that may affect the Services.
5. Price and Payment
Payment Terms
5.1 The contract price is as stated in the Order. Unless otherwise agreed in writing, all sums are exclusive of VAT, which shall be charged at the prevailing rate.
5.2 For contracts valued at £10,000 or more, Gemini may require a mobilisation payment of up to 20% of the contract price, due within 7 days of contract formation, as a condition of commencing Services.
5.3 Gemini shall issue interim payment applications monthly in arrears (or at agreed milestones for fixed-price contracts), and a final account following Practical Completion.
5.4 Payment is due within 30 days of the date of each payment application (“Final Date for Payment“). Time is of the essence for payment. The Housing Grants, Construction and Regeneration Act 1996 (as amended) applies to all construction contracts within its scope.
Pay Less Notices
5.5 If the Client intends to pay less than the sum stated in a payment application, the Client must serve a written Pay Less Notice on Gemini not later than 7 days before the Final Date for Payment. The notice must state: (a) the sum the Client considers due; and (b) the basis for and itemised breakdown of any deduction claimed.
5.6 A Pay Less Notice that does not comply strictly with Clause 5.5 is invalid and of no effect. In the absence of a valid Pay Less Notice, the full amount of the payment application is the “notified sum” and is due and payable on the Final Date for Payment without deduction.
Retention — Capped
5.7 Retention deductions shall not exceed 3% of the gross value of Services performed. Any purported deduction exceeding 3% is of no contractual effect and the full sum remains due. Retention shall be released as follows: (a) 50% on Practical Completion; (b) 50% at expiry of the Defects Period, subject only to unresolved defects notified in writing during that period.
5.8 The Client shall hold all retention monies in a ring-fenced, designated account held on trust for Gemini. The Client shall provide written evidence of such account within 14 days of request.
Late Payment
5.9 Interest shall accrue on all overdue sums at 8% per annum above the Bank of England base rate from the Final Date for Payment to the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, together with the statutory debt recovery compensation under that Act.
5.10 Where any payment is overdue by more than 14 days, Gemini may, after giving 7 days’ written notice, suspend all Services until payment is received in full. The period of suspension shall constitute a relevant event entitling Gemini to an extension of time and recovery of all reasonable costs of demobilisation, storage, and re-mobilisation.
5.11 Gemini reserves the right to charge the Client for the cost of debt recovery proceedings, including reasonable legal costs, where Gemini is required to enforce payment through adjudication, litigation, or statutory demand.
Set-Off and Cross-Claim
5.12 The Client may not withhold, set-off, or abate payment except by way of a valid Pay Less Notice served in strict accordance with Clause 5.5. Purported set-off outside this mechanism is ineffective.
6. Variations
6.1 Gemini shall not be obliged to carry out any variation to the Services unless instructed in writing by an authorised representative of the Client.
6.2 Gemini shall value all variations using rates in the Specification where applicable, or at fair market rates where no applicable rate exists, and shall submit a variation account before or promptly after carrying out the varied work.
6.3 Where Gemini is instructed to carry out urgent remedial or additional works to maintain statutory compliance (including fire safety rectification works), the Client shall pay Gemini’s daywork rates as notified in the Order, or at Gemini’s standard rates where no daywork schedule has been agreed.
6.4 Any Client instruction that requires Gemini to adopt a higher specification, substitute materials, or comply with a revised standard shall be treated as a variation entitling Gemini to additional time and cost.
7. Intellectual Property and Report Ownership
7.1 All IP Outputs (as defined in Clause 1) remain the sole intellectual property of Gemini unless and until all sums due to Gemini under the relevant contract have been paid in full.
7.2 On full payment of all sums due, Gemini grants the Client a non-exclusive, non-transferable licence to use the IP Outputs solely for the purpose for which the Services were commissioned. This licence does not permit the Client to:
- Reproduce, reuse, or adapt IP Outputs for any purpose other than the project for which they were produced;
- Supply IP Outputs to any third party (including future building owners, occupiers, or funders) without Gemini’s written consent and payment of any applicable licence fee;
- Represent IP Outputs as having been produced by any party other than Gemini.
7.3 Fire risk assessments, passive fire surveys, HVAC commissioning certificates, and compliance reports issued by Gemini are certified to be accurate as at the date of inspection only. Gemini accepts no liability for reliance on IP Outputs after the date of issue without re-inspection, or where the Client has modified the building, systems, or use without Gemini’s knowledge.
7.4 Where Gemini produces a fire risk assessment or passive fire survey under a statutory duty, the document is produced for the Client only. Gemini expressly excludes any duty of care to third parties who may rely on such documents without Gemini’s knowledge and written consent.
7.5 In the event of non-payment, Gemini may notify the Client and any relevant third party (including the enforcing authority) that IP Outputs are withheld and have not been licensed for use. The Client shall indemnify Gemini against all losses arising from the Client’s unlicensed use of IP Outputs.
8. Liability: Caps, Exclusions and Indemnities
Cap on Gemini’s Liability
8.1 Subject to Clause 8.3, Gemini’s total aggregate liability to the Client for all claims arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:
- For contracts valued at under £100,000: 100% of the contract price actually paid to Gemini; or
- For contracts valued at £100,000 or more: the lower of 150% of the contract price or Gemini’s professional indemnity insurance limit in force at the time of the relevant event (currently £5,000,000 per claim).
8.2 Gemini’s liability for any single event or series of related events shall not exceed £5,000,000.
Excluded Losses
8.3 Gemini shall not be liable for any:
- Loss of profit, revenue, business, or anticipated savings;
- Loss of or damage to data (other than IP Outputs);
- Consequential, indirect, or special loss of any kind, whether or not foreseeable;
- Loss arising from the Client’s failure to implement Gemini’s recommendations within a reasonable time;
- Loss arising from the Client modifying, overriding, or failing to maintain systems or installations commissioned or inspected by Gemini.
Exceptions to Cap
8.4 The liability cap in Clause 8.1 does not apply to:
- Death or personal injury caused by Gemini’s negligence;
- Fraud or fraudulent misrepresentation;
- Any liability that cannot lawfully be limited or excluded.
Client Indemnity
8.5 The Client shall indemnify Gemini against all claims, losses, costs (including legal costs on a full indemnity basis), and expenses arising from or in connection with:
- The Client’s failure to comply with its obligations under Clause 4;
- The Client’s unlicensed use of IP Outputs under Clause 7.5;
- Any breach of the Client’s CDM 2015 duties causing loss to Gemini;
- Any instruction from the Client that causes Gemini to deviate from a statutory or regulatory requirement.
Insurance
8.6 Gemini shall maintain throughout the contract term: (a) Public Liability — not less than £10,000,000 per occurrence; (b) Employers’ Liability — not less than £10,000,000; (c) Professional Indemnity — not less than £5,000,000 per claim. Evidence shall be provided on request.
9. Defects
9.1 Gemini shall rectify defects in the Services notified in writing within the Defects Period at its own cost, provided: (a) the defect arises from Gemini’s workmanship or materials; and (b) the Client has not modified the relevant system or installation.
9.2 For emergency fire safety defects (i.e., those that create an immediate risk to life or statutory non-compliance), Gemini’s target response time is 4 hours where a reactive maintenance contract is in place.
9.3 Defects arising from Client instructions, third-party interference, or the Client’s failure to maintain systems between Gemini’s scheduled visits are excluded from this Clause and shall be remedied at the Client’s cost.
10. Termination
Termination for Cause — by Gemini
10.1 Gemini may terminate immediately on written notice if the Client:
- Fails to pay any sum due within 14 days of the Final Date for Payment and does not remedy that failure within 7 days of Gemini’s written demand;
- Commits a material breach of any other obligation and (where remediable) fails to remedy it within 14 days of written notice;
- Suffers an Insolvency Event;
- Repeatedly (on more than two occasions in any 12-month period) issues invalid Pay Less Notices, fails to pay on time, or disputes payments without reasonable basis.
10.2 On termination under Clause 10.1, Gemini shall be entitled to: (a) payment for all Services performed to the date of termination; (b) loss of profit on the unperformed balance of the contract, calculated at the margin agreed in the Order; (c) all reasonable costs of demobilisation, storage of materials, and cancellation of supplier orders; and (d) all accrued interest under Clause 5.9.
Termination for Cause — by Client
10.3 The Client may terminate immediately on written notice if Gemini commits a material breach and (where remediable) fails to remedy it within 21 days of written notice.
10.4 On termination under Clause 10.3, Gemini shall be entitled to payment for Services properly performed to the date of termination only. The Client’s right to recover damages for the breach is not affected.
Termination for Convenience — by Client
10.5 The Client may terminate the contract for convenience on 30 days’ written notice. On such termination, the Client shall pay Gemini:
- All sums due for Services performed and expenses incurred to the date of termination;
- Loss of profit on the unperformed balance of the contract, calculated at the agreed margin or, where no margin is specified, at 15% of the unperformed contract value;
- All reasonable cancellation, restocking, and demobilisation costs;
- Any costs incurred in relation to specialist or bespoke materials ordered specifically for the contract that cannot be returned or redeployed.
10.6 Termination for convenience shall not relieve the Client of its obligation to pay all sums that have already accrued due prior to the notice of termination.
Survival
10.7 Clauses 5 (payment), 7 (IP), 8 (liability), 12 (confidentiality), 13 (dispute resolution), 14 (general), and all accrued rights and remedies, survive termination of the contract for any reason.
11. Force Majeure
11.1 Neither party shall be in breach for any delay or failure caused by a Force Majeure Event, provided the affected party: (a) notifies the other party in writing within 5 Business Days of becoming aware of the event; (b) uses reasonable endeavours to mitigate the effect; and (c) resumes performance as soon as the Force Majeure Event ceases.
11.2 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate on 14 days’ written notice. On such termination, Gemini shall be paid for all Services performed and reasonable costs incurred to the date of termination.
12. Confidentiality
12.1 Each party shall hold in confidence all confidential information received from the other and shall not disclose it to any third party without prior written consent, except as required by law, regulation, or a competent court or regulatory authority.
12.2 The Client shall not disclose Gemini’s pricing, rates, commercial terms, or methodologies to any competitor or third party without Gemini’s written consent.
12.3 This Clause does not prevent Gemini from using the existence of the contract (but not its commercial terms) as a reference for marketing and accreditation purposes.
13. Dispute Resolution and Governing Law
13.1 Either party may at any time refer any dispute under or in connection with the contract to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended). The right to adjudicate is not subject to any prior steps or conditions.
13.2 For disputes not referred to adjudication, the parties shall attempt good-faith resolution through senior management within 20 Business Days of written notice of dispute before commencing legal proceedings.
13.3 These Conditions and any contract to which they apply are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
14. General
14.1 These Conditions, together with the Order and Specification, constitute the entire agreement between the parties and supersede all prior negotiations, representations, understandings, or agreements relating to the Services.
14.2 Notices must be in writing and delivered by email (with read receipt confirmed), first-class post to the registered address, or hand delivery. Notices are deemed received: by email, on the day of confirmed delivery; by post, on the second Business Day after posting.
14.3 Neither party may assign, novate, or transfer its rights or obligations without the other’s prior written consent, not to be unreasonably withheld or delayed. Gemini may assign the benefit of any payment obligation without restriction.
14.4 No failure or delay by either party in exercising any right or remedy constitutes a waiver. A waiver is effective only if given in writing.
14.5 If any provision is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14.6 A person who is not a party to the contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, except as expressly stated.
Part A — Summary of Key Protections
Client-facing summary — for guidance only. The full Conditions above govern in case of any conflict.
| PAYMENT | 30-day terms | Construction Act compliant | Pay Less Notice: 7 days before FDP |
| RETENTION | Capped at 3% | Excess deductions void | Ring-fenced account required |
| LATE PAYMENT | 8% + BoE base rate | Suspension right after 14 days | Debt recovery costs recoverable |
| TERMINATION | For convenience: fees + loss of profit (15% default) + demob costs |
| IP / REPORTS | Gemini owns all outputs until full payment | No third-party use without licence fee |
| LIABILITY CAP | 100% contract price (<£100k) | 150% or £5m PI limit (≥£100k) |
| EXCLUDED LOSSES | No liability for loss of profit, consequential loss, or post-inspection modifications |
| DISPUTES | Adjudication available immediately | England & Wales jurisdiction |
