Terms & Conditions

These Terms and Conditions ("Terms") govern all contracts between Vector Transport Surveys Ltd ("the Company", "we", "us") and its clients ("the Client", "you"). By commissioning services from the Company, the Client agrees to be bound by these Terms.

1. Definitions and Interpretation

1.1 In these Terms, the following definitions apply:

• "Agreement" means the contract between the Company and the Client comprising these Terms, the Quote/Proposal, and any agreed Scope of Works.
• "Charges" means the fees, rates, and costs set out in the Quote/Proposal, as may be amended by written variation.
• "Client" means the person, firm, or organisation that commissions Services from the Company.
• "Confidential Information" means any information disclosed by either party that is designated as confidential or that ought reasonably to be regarded as confidential given its nature and the circumstances of disclosure.
• "Data" means all traffic, pedestrian, cyclist, public transport, and any other transport-related count or survey data collected or produced under the Agreement.
• "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, and all other applicable data protection laws as amended from time to time.
• "Deliverables" means the Data, reports, files, datasets, and any other outputs produced by the Company under the Agreement.
• "Equipment" means automated counters, cameras, radar, pneumatic tubes, sensors, or any other survey equipment deployed by the Company.
• "Force Majeure Event" means any event beyond the reasonable control of either party, including but not limited to severe weather, acts of God, road closures by highway authorities, accidents, industrial disputes, or failure of third-party services.
• "Personal Data" has the meaning given in the Data Protection Legislation.
• "Quote/Proposal" means the written quotation or service proposal issued by the Company to the Client.
• "Services" means the transport surveys, data collection, data processing, analysis, and any ancillary services provided by the Company.
• "Survey Period" means the dates and times during which field data collection is carried out, as specified in the Scope of Works.
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

1.2 References to "writing" include email. Headings are for convenience only and do not affect interpretation.

2. Basis of Contract

2.1 These Terms apply to all Services provided by the Company to the exclusion of any other terms the Client may seek to impose.

2.2 A binding contract is formed when the Company issues written confirmation of acceptance of the Client's order, or when the Company begins performance of the Services, whichever is earlier.

2.3 Any Quote/Proposal issued by the Company is valid for 30 days from the date of issue unless otherwise stated. After this period, the Company reserves the right to revise pricing.

2.4 These Terms supersede all previous agreements, representations, or understandings between the parties relating to the subject matter hereof, unless otherwise expressly agreed in writing and signed by a director of the Company.

3. Services

3.1 The Company will use reasonable skill and care in providing the Services in accordance with the Scope of Works.

3.2 The Company provides, among other services:

• Manual classified and unclassified traffic counts
• Automatic Traffic Count (ATC) surveys
• Queue length and delay surveys
• Origin-destination and turning movement counts
• Pedestrian and cyclist counts
• Junction and roundabout surveys
• Public transport surveys (bus, rail, tram)
• Video-based surveys and AI-assisted data processing
• Transport data analysis and reporting
• TRICS®, TEMPRO, and SATURN data compatibility outputs
• Highway and transport planning data packages

3.3 The Company reserves the right to modify its service methodology provided that such modification does not materially reduce the quality or scope of the Deliverables.

3.4 All Services are subject to safe and lawful site access. The Company will not deploy survey teams or equipment where it reasonably considers doing so would endanger personnel or violate highway or safety regulations.

3.5 Quality Standards. The Company operates in accordance with industry best-practice data collection standards. Where the Client specifies that particular standards (e.g. DMRB, Manual for Streets, TfL, or local authority frameworks) must be followed, these must be stated in writing at the time of order.

4. Client Obligations

4.1 The Client shall:

4.2 Where the Client fails to fulfil its obligations under Clause 4.1, the Company may:

5. Charges and Payment

5.1 The Client shall pay the Charges in accordance with the payment terms set out in the Quote/Proposal. Where no payment terms are specified, invoices are due within 30 days of the invoice date.

5.2 For contracts with a value exceeding £5,000 (excl. VAT), the Company may require a staged payment schedule as follows, unless otherwise agreed:

• 25% deposit upon acceptance of the Quote/Proposal
• 50% upon completion of fieldwork
• 25% (balance) upon delivery of final Deliverables

5.3 All Charges are exclusive of VAT, which will be added at the prevailing rate where applicable.

5.4 The Company reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 The Company may also recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2002.

5.6 The Company reserves the right to suspend the Services or withhold delivery of Deliverables where payment is overdue by more than 14 days, without prejudice to any other remedy.

5.7 The Company shall not be required to commence fieldwork until any agreed deposit has been received in cleared funds.

5.8 All bank charges, transfer fees, or currency conversion costs associated with payment shall be borne by the Client.

6. Variations and Change Orders

6.1 Either party may request a variation to the Scope of Works. No variation shall be binding unless agreed in writing and confirmed by the Company via a revised Quote or Change Order document.

6.2 The Company shall, within 5 Working Days of receiving a variation request, provide the Client with a written assessment of any impact on Charges, programme, or deliverable content.

6.3 Common variation triggers include (but are not limited to):

• Addition or removal of survey sites or count points
• Changes to survey dates or duration
• Changes to vehicle classification requirements
• Amendments to data output format or analysis scope
• Survey extensions due to data quality issues not caused by the Company

6.4 Where the Client requests variations after the Company has mobilised resources, additional costs including but not limited to travel, labour, and Equipment redeployment shall be chargeable.

7. Data Quality, Re-Surveys, and Acceptance

7.1 The Company will endeavour to deliver Data that meets the agreed specification. Where Data is found to be incomplete or below agreed quality thresholds due to Company error or Equipment malfunction, the Company will, at its discretion:

7.2 The Company is not liable for data gaps or quality issues resulting from:

• Unusual or extreme weather conditions
• Third-party disruptions (road closures, accidents, events)
• Vandalism, theft, or interference with Equipment
• Inaccurate or insufficient site information provided by the Client
• Restricted site access

7.3 The Client shall notify the Company of any data quality concerns within 10 Working Days of delivery of the Deliverables. After this period, the Deliverables are deemed accepted.

7.4 The Company does not guarantee that survey data will meet specific planning authority thresholds or that it will be accepted by any regulatory body, highway authority, or planning inspector. The Company's obligation is to collect and process data with reasonable skill and care.

8. Cancellation

8.1 Either party may cancel the Agreement in accordance with this Clause 8.

8.2 Cancellation by the Client. If the Client cancels the Agreement:

8.3 Cancellation notices must be given in writing to the Company's designated contact. The date of cancellation is the date the written notice is received.

8.4 Where cancellation results from a Force Majeure Event affecting the Client, the Company will use reasonable efforts to reschedule the Services without additional charge, subject to staff and Equipment availability.

8.5 Cancellation by the Company. The Company may cancel the Agreement on written notice if:

9. Force Majeure

9.1 Neither party shall be in breach of the Agreement or liable for delay or failure to perform its obligations where such delay or failure results from a Force Majeure Event.

9.2 The party affected by a Force Majeure Event must notify the other party in writing as soon as reasonably practicable, setting out the nature of the event, expected duration, and steps being taken to mitigate its effects.

9.3 Where a Force Majeure Event prevents performance for more than 20 consecutive Working Days, either party may terminate the Agreement on written notice without further liability, save for payment for Services already rendered.

9.4 The Company will use reasonable endeavours to reschedule surveys disrupted by Force Majeure Events at no additional cost, subject to resource availability. Where rescheduling is not possible within a reasonable timeframe, Charges for unperformed Services will be refunded.

10. Intellectual Property

10.1 Client owns the Data. All raw Data collected specifically for the Client under this Agreement, and all Deliverables produced specifically for the Client, shall be owned by the Client upon full payment of all Charges.

10.2 Company retains methodology IP. The Company retains ownership of all intellectual property in:

10.3 The Company grants the Client a non-exclusive, perpetual licence to use any Company methodology or tools embedded in the Deliverables to the extent necessary to use and exploit those Deliverables for the purposes stated in the Scope of Works.

10.4 The Client must not reverse-engineer, re-sell, or sub-licence the Company's proprietary methodologies without prior written consent.

10.5 Where the Client provides materials, data, or specifications to the Company, the Client warrants that it has the right to do so and grants the Company a non-exclusive licence to use such materials for the purpose of performing the Services.

11. Confidentiality

11.1 Each party undertakes to keep confidential all Confidential Information of the other party and not to disclose it to any third party without prior written consent, except:

11.2 This Clause 11 shall survive termination of the Agreement for a period of 5 years.

11.3 The Company may reference the Client's name and a general description of the Services performed in its marketing materials, unless the Client notifies the Company in writing that it objects.

12. Data Protection

12.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation. The provisions of this Clause 12 are in addition to, and do not relieve or replace, each party's obligations under Data Protection Legislation.

12.2 Roles. For the purposes of the Data Protection Legislation and in relation to any Personal Data processed in connection with the Services:

• The Client is the data controller
• The Company is the data processor

Unless the parties agree otherwise in writing.

12.3 Company obligations as processor. The Company shall:

12.4 The Company shall not appoint sub-processors without the Client's prior written consent, such consent not to be unreasonably withheld.

12.5 Company as controller. In carrying out pedestrian, cyclist, or passenger surveys, the Company may capture incidental imagery of members of the public. The Company applies a Privacy by Design approach and operates in accordance with its published Privacy Impact Assessment (PIA) methodology, ensuring:

• Data minimisation: only data necessary for the survey purpose is retained
• Anonymisation: facial recognition is not used; footage is processed for classification only
• Retention: survey footage is deleted within 3 months of the end of the Survey Period unless required for quality audit purposes
• ICO registration: the Company maintains a current registration with the Information Commissioner's Office

13. Liability

13.1 Nothing in these Terms shall limit or exclude the Company's liability for:

13.2 Subject to Clause 13.1, the Company's total liability to the Client arising under or in connection with the Agreement (whether in contract, tort, including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of:

whichever is the lesser.

13.3 Subject to Clause 13.1, the Company shall not be liable for:

whether or not the Company was aware of the possibility of such losses arising.

13.4 The Client acknowledges that transport survey data is collected under real-world conditions and is subject to inherent variability. The Company does not warrant that Data will be accepted by any planning authority, highway authority, or inspector, and is not liable for decisions made by third parties based on the Deliverables.

13.5 The Client shall indemnify and hold harmless the Company against any claims, losses, or costs arising from:

14. Insurance

14.1 The Company maintains the following minimum insurance coverage:

• Public Liability Insurance: £5,000,000 per occurrence
• Professional Indemnity Insurance: £2,000,000 per claim
• Employer's Liability Insurance: as required by law (minimum £10,000,000)

14.2 Evidence of insurance shall be provided to the Client upon reasonable written request.

15. Subcontracting

15.1 The Company may engage subcontractors or field survey operatives to assist in the delivery of Services. The Company remains responsible for the acts and omissions of its subcontractors as if they were its own.

15.2 Where the Client requires that specific named individuals or organisations are not used as subcontractors, this must be stated in writing at the time of order.

15.3 The Company shall ensure that all subcontractors engaged in the Services are bound by obligations of confidentiality and data protection equivalent to those in these Terms.

16. Health and Safety

16.1 The Company will comply with all applicable health and safety legislation in performing the Services, including but not limited to the Health and Safety at Work etc. Act 1974 and the Traffic Management Act 2004.

16.2 Where the Client's site is subject to specific health and safety requirements, the Client shall inform the Company in writing prior to survey mobilisation.

16.3 The Company reserves the right to withdraw survey personnel from any location it considers to present an unacceptable safety risk, without liability to the Client. In such cases the Company will use reasonable endeavours to reschedule.

16.4 All Company field staff hold appropriate personal protective equipment (PPE) and, where applicable, relevant NRSWA or highway safety qualifications.

17. Complaints and Dispute Resolution

17.1 The Company is committed to resolving disputes promptly and fairly. If the Client has a complaint, it should be raised in writing with the Company's designated contact in the first instance.

17.2 The Company will acknowledge complaints within 2 Working Days and provide a substantive response within 10 Working Days.

17.3 If the parties cannot resolve a dispute informally within 20 Working Days, either party may refer the matter to mediation before a mediator agreed by the parties, or nominated by the Centre for Effective Dispute Resolution (CEDR) in default of agreement.

17.4 Nothing in this Clause 17 prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

18. Termination

18.1 Provisions relating to cancellation are set out in Clause 8. In addition:

18.2 Either party may terminate the Agreement with immediate effect on written notice if the other party:

18.3 On termination for any reason:

19. General

19.1 Entire Agreement. These Terms, together with the Quote/Proposal and Scope of Works, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

19.2 Amendments. No amendment to the Agreement is valid unless made in writing and signed by authorised representatives of both parties.

19.3 Waiver. No failure or delay in exercising any right under the Agreement constitutes a waiver of that right. A waiver in one instance does not constitute a waiver in future instances.

19.4 Severance. If any provision of the Agreement is found invalid, unlawful, or unenforceable, it shall be severed from the Agreement and the remaining provisions shall continue in full force.

19.5 Third Parties. The Agreement does not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

19.6 Notices. All formal notices under the Agreement must be in writing and delivered by email (with read receipt or acknowledgement) or by first class post to the parties' registered addresses.

19.7 Assignment. The Client may not assign or transfer the Agreement without the prior written consent of the Company. The Company may assign the Agreement to any successor entity or group company.

19.8 Anti-Bribery. Both parties shall comply with the Bribery Act 2010. Neither party shall engage in any activity that constitutes an offence under that Act in connection with the Agreement.

19.9 Modern Slavery. The Company is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

19.10 Sustainability. The Company is committed to minimising the environmental impact of its survey operations and will, where practicable, deploy low-emission vehicles, minimise single-use materials, and adopt digital-first data delivery to reduce paper waste.

19.11 Governing Law. These Terms and the Agreement shall be governed by and construed in accordance with the laws of England and Wales.

19.12 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with the Agreement.

20. Contact Details

For all contractual enquiries, please contact: