Terms of Business
July 2025
1. Definitions
1a. ‘Client’
Defined as the organisation or individual seeking to procure services from the Contractor.
1b. ‘Contractor’
Aurelius Archaeology Ltd.
1c. ‘Project’
Defined as a course of work agreed and commissioned by the Client. A Project will normally result in a set of Deliverables which will be specified in a quotation document prior to the commencement of a project.
1d. ‘Deliverables’
Defined as any and all text, images, tables, charts, data, and other digital and physical media produced by the Contractor and provided to the Client in fulfilment of the Project, as agreed in the quotation.
2. Contract
These terms relate to the supply of specialist archaeological services by the Contractor. These terms of business apply to the contract for services between the Client and the Contractor as specified in the relevant Aurelius Archaeology quote. By commissioning the Project, the Client agrees to be bound by these terms. ‘Commissioning’ a Project can be defined as one or more of the following:
· Producing and signing a contract for services for the Project in question;
· Accepting a quotation via the Contractor’s Xero portal;
· Accepting a quotation in writing, e.g. via email;
· Accepting a quotation verbally;
· Arranging for Project materials to be delivered to the Contractor by a Client, a representative of the Client, or any intermediary.
These terms apply for the duration of a Project including following the submission of any Deliverables. Amendments to select parts of these Terms and Conditions may be agreed in a Project-specific contract between Aurelius Archaeology and the Client should this be deemed appropriate by both parties.
4. Fees
As per the relevant quotation. By accepting the quotation the Client agrees that all tasks and costs associated with the delivery of the Deliverables in the manner required have been made clear to the Contractor.
In addition to fees stated in the quotation, the Contractor reserves the right to charge reasonable incidental expenses where the requirement for these was not made clear at the point of providing a quotation. These include, but are not limited to: travel expenses; accommodation costs; subsistence and any associated expenses; the cost of services provided by third parties, required by us for the performance of the services.
In the case of travel expenses, any mileage incurred by the Contractor in the execution of tasks associated with a project will be charged at a rate of 45p per mile.
5. Variations
Work included in the remit of a given Project is limited to those tasks and/or deliverables described in the Project’s quote and/or any associated documents.
Variations to work are permitted only following the production of a separate quotation and will be subject to additional fees as set out in that quotation. All variations will be subject to these Terms and Conditions as if they were part of a separate project.
6. Payment
The Contractor will invoice you for payment of the Fees either:
a. when we have completed the Services; or
b. on the invoice dates set out in the quotation; or
c. according to a schedule agreed between us in advance of the start of work.
You must pay the Fees within 28 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
The Contractor will exercise its statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts Regulations 2013 if it is not paid according to these terms.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off, or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you. The clauses in this section supersede all others made to opposing or differing effect in relation to any Project agreed to by the Contractor.
7. Intellectual Property
The Contractor retains all intellectual property rights, including copyright, for Deliverables produced in the course of fulfilling the contract. As part of the contract the Client is provided with a fully paid-up, non-exclusive, royalty-free, non-transferable license to reproduce these Deliverables for the purpose of inclusion in and circulation with reports, publications, presentations, and publicity associated with the parent project only. This clause can be reasonably superseded by separate agreement on a project-specific basis.
A reasonable level of cosmetic editing (including correction of typos, spelling, and grammatical errors; reformatting text, tables, charts and images; etc.) is acceptable to permit the integration of Deliverables into parent media. Where more substantial edits than these are required (for instance in order to publish a revised version of a report in a format or venue other than that originally intended) the Contractor reserves the right to make these edits at cost to the Client. The Client agrees not to publish or otherwise circulate or make available versions of the Deliverables which have been edited in such a way as to affect their meaning or intellectual content.
8. Archaeological and Documentary Materials
Unless otherwise is agreed separately, the Client will be responsible for arranging delivery of all archaeological materials relevant to the Project at a time deemed convenient to both parties and prior to the commencement of the work.
Also prior to the commencement of work, the Client will arrange to provide the Contractor with copies of all site documentation relevant to the completion of the Project, these to be specified by the Contractor at the outset of work. The Client understands that delays to delivery may be incurred by failure to provide any documentation reasonably requested by the Contractor.
9. Control
Employees and/or officers of the Contractor are responsible for the execution of the Project, answerable for key milestones and for deliverables, and responsible for exercising initiative during the course of the Project. The Client retains no right over the Contractor (including its employees and officers) to dictate working hours, places of work, or the nature of performance of the work beyond that specified in the Deliverables. It is also understood that employees and officers of the Contractor reserve the right to carry out work for other clients concurrently with the current Project. The clauses in this section supersede all others made to opposing or differing effect in relation to any Project agreed to by the Contractor.
10. Obligations
This contract for services is limited to tasks associated with the current Project. No party seeks to create or imply any expectation that there will be a continuation of a contract of services between the Client and the Contractor after this point, excepting where it is necessary for the Contractor to amend its own errors. There is no obligation on the part of the Client to provide further work, nor an obligation for Aurelius Archaeology Ltd to carry out any work offered, and the relationship of the Contractor to the Client will be that of an independent contractor and not an employee, worker, agent, or partner. The clauses in this section supersede all others made to opposing or differing effect in relation to any Project agreed to by the Contractor.
11. Substitution
Should it be necessary in order to successfully complete the Project, the Contractor can supply an appropriately qualified substitute contractor to carry out the Project or elements thereof.
12. Termination
The Contractor can terminate the provision of services immediately if the Client:
a. Commits a material breach of its obligations under these terms;
b. Fails to pay any amount due according to Section 6, above;
c. Is, becomes, or, in our reasonable opinion, are about to become, the subject of a bankruptcy order; enters into a voluntary agreement under Part 1 of the Insolvency Act 1986, or any other similar agreement is made with its creditors; enters into liquidation; an administrator (or similar) is appointed or intention to appoint such a person is made known; or any other indication is made by the Client that their business is winding up or becoming insolvent.
At any other time, this contract can be terminated by the Client or the Contractor, by providing 10 working days’ notice.
13. Data Protection
The Contractor accepts no role in data protection as laid down in the General Data Protection Regulations (GDPR) and the Client should make every effort to ensure that Personal Data as defined in GDPR (including that of its employees and associates) is not shared with the Contractor. The clauses in this section supersede all others made to opposing or differing effect in relation to any Project agreed to by the Contractor.
14. Circumstances Beyond a Party’s Control
The Contractor is not liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: civil unrest, fire, flood, weather, industrial action, pandemic/epidemic, unforeseen long-term sickness, governmental action, acts of terrorism or war, or any other event that is beyond the Contractor’s control. Should this occur, the Contractor undertakes to notify the Client of the delay as soon as it is reasonably practicable to do so.
If the resulting delay continues for a period of 90 days, either of us may terminate this agreement and cancel the services. In this case, the Client will remain liable to pay for all work completed up to the point of cancellation if it has not already done so.