Last updated 15 July 2026.
Part A · ABS-QMS-012 v1.0 (draft) · Governing law: England & Wales
For subcontractors engaged by AMPM, see Part B — Subcontract Conditions.
These Conditions of Engagement (“Conditions”) govern every contract under which AMPM Building Services Limited (company number 17225766) of Unit 2, Regents Business Centre, Jubilee Road, Burgess Hill, West Sussex RH15 9TL, an AMPM Group company (“AMPM”), 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 AMPM commences or continues Services without objecting to them.
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 AMPM’s proposal.
2.2 Commencing performance does not constitute acceptance of any Client terms. AMPM’s Conditions apply exclusively.
2.3 Any amendment to these Conditions must be agreed in writing and signed by a director of AMPM to be effective.
3.1 AMPM shall perform the Services with reasonable skill and care consistent with the standard of a competent specialist contractor operating in the mechanical, electrical and public health, fit-out, building fabric and maintenance sectors.
3.2 AMPM shall comply with all applicable law and standards, including but not limited to: BS 7671 (the IET Wiring Regulations); CIBSE and BSRIA commissioning codes; the Building Regulations Approved Documents B, F, L, P and S, as applicable to the Services; the Building Safety Act 2022 and, in the context of works under that Act or fire-remediation works, the Fire Safety Act 2021 and the Regulatory Reform (Fire Safety) Order 2005 (as amended); the CDM Regulations 2015; PAS 9980, as the methodology to which relevant fire risk appraisal and remediation works are delivered; and SFG20 for planned preventative maintenance.
3.3 Certifications and accreditations relied on in connection with the Services are held at AMPM Group level and not in AMPM Building Services Limited’s own name; AMPM’s own integrated management system, aligned to ISO 9001, ISO 14001 and ISO 45001, is in build. AMPM shall provide evidence of the applicable group-level accreditation status, and of the status of its own management system, to the Client on request.
3.4 Where AMPM is required to provide emergency call-out services under an Order, AMPM’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.
The Client shall:
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, AMPM 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 AMPM 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.
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 AMPM 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.
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 AMPM. The Client shall provide written evidence of such account within 14 days of request.
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, AMPM 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 AMPM to an extension of time and recovery of all reasonable costs of demobilisation, storage, and re-mobilisation.
5.11 AMPM reserves the right to charge the Client for the cost of debt recovery proceedings, including reasonable legal costs, where AMPM is required to enforce payment through adjudication, litigation, or statutory demand.
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.
6.1 AMPM 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 AMPM 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 AMPM is instructed to carry out urgent remedial or additional works to maintain statutory compliance (including remediation or rectification works in connection with the Building Safety Act 2022), the Client shall pay AMPM’s daywork rates as notified in the Order, or at AMPM’s standard rates where no daywork schedule has been agreed.
6.4 Any Client instruction that requires AMPM to adopt a higher specification, substitute materials, or comply with a revised standard shall be treated as a variation entitling AMPM to additional time and cost.
7.1 All IP Outputs (as defined in Clause 1) remain the sole intellectual property of AMPM unless and until all sums due to AMPM under the relevant contract have been paid in full.
7.2 On full payment of all sums due, AMPM 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:
7.3 Condition and dilapidation surveys, commissioning and test records, and reports and certificates issued by AMPM are certified to be accurate as at the date of inspection or testing only. AMPM 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 AMPM’s knowledge.
7.4 Where AMPM produces a condition survey, commissioning record, or other IP Output that may be relied on for statutory or regulatory purposes (including golden-thread documentation under the Building Safety Act 2022), the document is produced for the Client only. AMPM expressly excludes any duty of care to third parties who may rely on such documents without AMPM’s knowledge and written consent.
7.5 In the event of non-payment, AMPM 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 AMPM against all losses arising from the Client’s unlicensed use of IP Outputs.
8.1 Subject to Clause 8.3, AMPM’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:
8.2 AMPM’s liability for any single event or series of related events shall not exceed £5,000,000.
8.3 AMPM shall not be liable for any:
8.4 The liability cap in Clause 8.1 does not apply to:
8.5 The Client shall indemnify AMPM against all claims, losses, costs (including legal costs on a full indemnity basis), and expenses arising from or in connection with:
8.6 AMPM 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.
9.1 AMPM shall rectify defects in the Services notified in writing within the Defects Period at its own cost, provided: (a) the defect arises from AMPM’s workmanship or materials; and (b) the Client has not modified the relevant system or installation.
9.2 For emergency defects (i.e., those that create an immediate risk to life or safety, or immediate statutory non-compliance), AMPM’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 AMPM’s scheduled visits are excluded from this Clause and shall be remedied at the Client’s cost.
10.1 AMPM may terminate immediately on written notice if the Client:
10.2 On termination under Clause 10.1, AMPM 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.
10.3 The Client may terminate immediately on written notice if AMPM 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, AMPM 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.
10.5 The Client may terminate the contract for convenience on 30 days’ written notice. On such termination, the Client shall pay AMPM:
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.
10.7 Clauses 5 (payment), 7 (intellectual property), 8 (liability), 12 (confidentiality), 13 (non-solicitation), 14 (dispute resolution), and all accrued rights and remedies, survive termination of the contract for any reason.
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, AMPM shall be paid for all Services performed and reasonable costs incurred to the date of termination.
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 AMPM’s pricing, rates, commercial terms, or methodologies to any competitor or third party without AMPM’s written consent.
12.3 This Clause does not prevent AMPM from using the existence of the contract (but not its commercial terms) as a reference for marketing and pre-qualification purposes.
13.1Staff. The Client shall not, during the term of the contract and for a period of 24 months after its expiry or termination for any reason, directly or indirectly solicit, approach, induce, or attempt to recruit any employee, consultant, or contractor of AMPM who was involved in the performance, management, supervision, or administration of the Services.
13.2Subcontractors and Supply Chain. The Client shall not, during the term of the contract and for a period of 24 months after its expiry or termination, directly or indirectly solicit or attempt to engage any subcontractor, specialist supplier, or third party introduced to the Client by AMPM in connection with the Services, for any purpose that would compete with or undermine AMPM’s contractual relationships with those parties.
13.3Clients and Client Relationships. Where the Client is itself a contractor, consultant, or intermediary engaging AMPM in connection with an end client or third-party project, the Client shall not, during the term of the contract and for a period of 24 months after its expiry or termination, directly or indirectly divert, or attempt to divert, away from AMPM any client or prospective client of AMPM whose identity or requirements became known to the Client through or in connection with the Services.
13.4Unsolicited Approaches. The restrictions in Clauses 13.1 to 13.3 apply regardless of whether the relevant individual, party, or client makes the first approach. The Client shall be responsible for ensuring that its directors, officers, employees, and agents do not take any action that would breach these restrictions.
13.5Remedy. In the event of a breach of this Clause, AMPM shall be entitled to: (a) immediate injunctive or other equitable relief without proof of actual financial loss; (b) a Liquidated Solicitation Fee equivalent to: (i) 12 months’ gross remuneration of any individual solicited or recruited, for breaches of Clause 13.1 or 13.2 involving an individual; or (ii) for breaches of Clause 13.2 or 13.3 involving a business relationship, an equivalent sum representing a genuine pre-estimate of AMPM’s losses from the diverted relationship, including replacement, retraining, and relationship rebuilding costs; and (c) any additional proven losses above the applicable Liquidated Solicitation Fee.
13.6 The Client shall procure that its group companies, affiliates, and associates comply with the obligations in this Clause as if they were the Client.
14.1 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.
14.2 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.
14.3 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.
15.1 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.
15.2 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. Notices to AMPM by email shall be sent to [email protected].
15.3 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. AMPM may assign the benefit of any payment obligation without restriction.
15.4 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.
15.5 If any provision is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
15.6 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.
A plain-English summary for clients. The full clauses above prevail in the event of any inconsistency.
| 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 | AMPM 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 |
| Non-Solicitation | Staff, subcontractors, clients: 24-month restriction · Liquidated Solicitation Fee = 12 months’ remuneration |
| Disputes | Adjudication available immediately · England & Wales jurisdiction |