Last updated: November 2026
1.1 “Woodbank” means Woodbank Environmental Limited (company number 17154171). “Client” means the person, company or organisation instructing Woodbank. “Services” means the ecological consultancy services, arboricultural consultancy services and any other services expressly identified in the accepted quotation, proposal or written agreement. “Deliverables” means reports, survey results, plans, data, recommendations and other outputs agreed in writing.
1.2 References to writing include email. Headings are for convenience only. Words such as “including” mean “including without limitation”.
2.1 These terms apply to Services provided by Woodbank unless expressly varied in writing by an authorised representative. The contract is formed when the Client accepts Woodbank’s quotation or proposal, instructs Woodbank to proceed and Woodbank accepts the instruction, or the parties otherwise agree in writing.
2.2 The accepted quotation or proposal defines the specific scope, fee, assumptions, programme and Deliverables. If project-specific terms conflict with these standard terms, the project-specific terms take precedence only to the extent of the conflict.
2.3 Client purchase order terms or other terms do not apply unless Woodbank expressly accepts them in writing.
2.4 The accepted quotation or proposal, together with these Terms and Conditions, shall form the basis of the contract between Woodbank and the Client. Any agreed project-specific variation to the liability limitations or exclusions contained in these Terms and Conditions must be expressly recorded in writing and accepted by an authorised representative of Woodbank before the relevant Services commence.
2.5 The Client acknowledges that these Terms and Conditions are provided to the Client before acceptance of the quotation or commencement of the Services. By accepting the quotation, instructing Woodbank to proceed or otherwise entering into the contract, the Client agrees to be bound by these Terms and Conditions.
3.1 Woodbank will perform the Services with reasonable skill and care, using appropriately competent personnel and in accordance with the agreed scope.
3.2 Only tasks and Deliverables expressly included in the accepted quotation are included in the fee. Additional surveys, repeat visits, monitoring, mitigation design, meetings, planning support, regulator liaison, expert evidence, revisions or other work are chargeable separately unless expressly included.
3.3 If the Client changes the brief, site, programme, access arrangements or required Deliverables, Woodbank may revise the fee and timetable. Where additional work is required outside the agreed scope, Woodbank will discuss it with the Client and, wherever reasonably practicable, agree it in writing before the additional work is undertaken. Additional work will be invoiced separately and will be subject to the same 30-calendar-day payment terms unless otherwise agreed in writing.
3.4 Woodbank may use suitably qualified employees, associates or subcontractors to perform parts of the Services and remains responsible for the Services in accordance with the contract.
4.1 The Client must provide accurate and complete information relevant to the Services, including site plans, previous surveys, known constraints, proposed works, access requirements and relevant environmental and health and safety information.
4.2 Unless the quotation expressly states otherwise, the Client must obtain and maintain permissions, consents and rights required for Woodbank to access the site and carry out the agreed work. The Client must arrange access to relevant land and buildings and ensure the site is reasonably safe.
4.3 The Client must identify known hazards, restrictions, buried services, access limitations, livestock, security requirements and other matters that may affect the work. Woodbank may suspend or decline site work where it reasonably considers access unsafe, unlawful or materially different from information provided.
4.4 Delays, abortive visits or additional costs caused by inaccurate information, unavailable access, unsafe conditions, Client delay or third-party actions may be charged where reasonably incurred.
4.5 The Client is responsible for ensuring that all information, documents, plans, drawings, reports, records and instructions supplied to Woodbank are accurate, complete and up to date. Woodbank shall be entitled to rely upon information supplied by the Client and its representatives without independently verifying it, unless verification is expressly included within the agreed scope of Services.
4.6 The Client must promptly notify Woodbank in writing of any changes to the proposed development, site conditions, project requirements, planning requirements or other circumstances which may affect the Services or the accuracy or continued relevance of any Deliverable.
4.7 The Client remains responsible for all decisions relating to the development, management or use of the site and for obtaining all necessary planning permissions, licences, consents and regulatory approvals. Woodbank's reports and recommendations are provided as professional consultancy advice and do not constitute a guarantee that any proposed development or activity will receive approval or be free from risk or restriction.
4.8 Woodbank shall not be responsible for any loss, delay, additional costs or consequences arising from the Client's failure to provide accurate or complete information, disclose relevant matters, arrange access, obtain necessary permissions or follow relevant recommendations, except to the extent that such loss is caused by Woodbank's own breach of contract, negligence or other actionable wrongdoing.
5.1 Surveys are undertaken at the times, locations and within the scope and methods agreed. Findings represent conditions observed or evidence available during the relevant survey period; they are not a guarantee that every species, feature, tree defect, habitat or constraint will be identified.
5.2 Ecological survey results may be affected by season, weather, time of day, survey effort, site conditions, vegetation, access, species behaviour and other factors outside Woodbank’s control. Some surveys can only be undertaken during particular seasons or suitable conditions. Where these factors materially limit a survey, Woodbank may explain the limitation and recommend further work.
5.3 Arboricultural findings reflect the inspection method and parts of the tree or site reasonably accessible at the time. Unless expressly agreed, a survey is not a guarantee of future tree condition or safety and does not include intrusive investigation, climbing inspection, decay testing, root investigation or ongoing monitoring.
5.4 Where work cannot be completed or conclusions are limited by season, weather, access, safety or other constraints, Woodbank will notify the Client where reasonably practicable. Further visits or additional work will be subject to an agreed additional fee and programme.
5.5 Where further surveys are required because of seasonal constraints, changes to the project, requirements of a planning authority or regulator, or limitations outside Woodbank’s reasonable control, that work is additional unless expressly included in the agreed scope. The Client must allow sufficient time for seasonal surveys, further investigations, licences, consents and approvals.
5.6 The Client remains responsible for project decisions and for obtaining any planning permission, licence, consent or approval required. Woodbank does not guarantee that a planning authority, regulator, court or other third party will accept a report, grant permission or issue a licence. These clauses do not excuse a failure by Woodbank to exercise reasonable skill and care.
6.1 Fees and any payment schedule will be set out in the accepted quotation or proposal. All prices are exclusive of VAT unless expressly stated otherwise, and VAT will be added at the prevailing rate where applicable. Expenses and third-party costs will be charged where identified in the quotation or otherwise agreed in writing with the Client.
6.2 Unless otherwise agreed in writing, all invoices are payable within 30 calendar days of the invoice date. Invoices will be issued in accordance with the Services and payment schedule set out in the accepted quotation or proposal. Woodbank may require deposits, advance payments or staged payments where specified in the quotation or otherwise agreed in writing.
6.3 The Client must notify Woodbank in writing of any dispute concerning an invoice, or any part of an invoice, within 10 calendar days of the invoice date. The notice must identify the disputed amount and set out in reasonable detail the grounds for the dispute. If the Client does not provide written notice of a dispute within this period, Woodbank may treat the invoice as accepted for administrative and payment purposes, without prejudice to any rights or remedies that cannot lawfully be excluded. Any undisputed portion must be paid by the original due date
6.4 Woodbank reserves the right to charge contractual interest on overdue invoices at 2% per month or part thereof, calculated on the outstanding overdue amount from the day after the payment due date until payment is received in full. Interest shall be calculated on a simple, non-compounding basis. Woodbank also reserves the right to recover reasonable debt-recovery costs and any applicable statutory compensation, where permitted by law.
6.5 Any personal guarantee signed in Woodbank’s credit application is a separate obligation of the individual guarantor and applies to sums owed by the applicant company as stated in that guarantee. The guarantee is governed by its own wording and is not replaced by these Terms and Conditions.
6.6 If an invoice remains unpaid after its due date, and following reasonable notice to the Client where practicable, Woodbank reserves the right to suspend further Services, site visits, reporting, submissions and/or other work until the outstanding balance has been paid. Woodbank will not be responsible for delay to the project programme to the extent caused by a reasonable suspension for non-payment.
6.7 Payment must be made using the bank details stated on the invoice, and the invoice number should be quoted as the payment reference. Bank charges associated with payment are the Client’s responsibility. Any alternative payment arrangements, including staged payments, payment in advance or extended payment periods, must be agreed in writing before the relevant Services are undertaken. Credit facilities, where offered, are subject to separate approval and may be reviewed or withdrawn prospectively on reasonable written notice, subject to the contract and applicable law.
6.8 If the Client is subject to an insolvency event or Woodbank reasonably considers that the Client’s ability to pay for further Services is materially at risk, Woodbank may request reasonable payment security, advance payment or revised payment arrangements before continuing work. Any suspension or termination must be exercised in accordance with the contract and applicable law, and does not affect the Client’s obligation to pay sums properly due for Services already performed or costs properly incurred.
6.9 Notwithstanding clause 6.7, if the Client fails to pay an undisputed invoice by its due date and fails to remedy that non-payment within 7 calendar days of receiving written notice from Woodbank, Woodbank may withdraw any credit facilities and require immediate payment of all sums then outstanding under the relevant contract, including invoices already issued but not yet due for payment. Woodbank may also require advance payment for any further Services and suspend or terminate the provision of Services in accordance with these Terms and Conditions and applicable law. This clause shall not make payable any sums relating to Services which have not been performed or otherwise become payable under the contract.
7.1 Any start, survey or completion date is an estimate unless expressly agreed in writing as fixed. The programme depends on access, weather, seasonality, receipt of information, staff availability and third-party responses.
7.2 Woodbank will notify the Client of material delays of which it becomes aware and take reasonable steps to minimise them. Woodbank is not responsible for delay caused by the Client, third parties, unsuitable survey conditions or events beyond its reasonable control.
8.1 The Client may cancel or postpone a booking by written notice. The Client must pay for Services performed up to cancellation, committed third-party costs that cannot reasonably be recovered, and reasonable costs necessarily incurred because of cancellation or postponement. Any cancellation scale or notice period stated in the accepted quotation will apply if agreed.
8.2 If a visit cannot proceed because access is unavailable, the site is unsafe, conditions are unsuitable or required information or permissions have not been provided, Woodbank may charge reasonable costs already incurred and any abortive-visit fee specified in the quotation. Any fee must be proportionate to the costs and commitments involved.
8.3 Either party may terminate the contract by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days of written notice.
8.4 Woodbank may suspend or terminate work by written notice if the Client fails to pay an overdue invoice after notice, repeatedly fails to provide access or information, or becomes insolvent or appears unable to pay its debts when due. Persistent or material non-payment may result in termination of the Services in accordance with these terms. On termination, the Client must pay for Services performed and costs properly incurred up to termination. The specific payment-default provisions in clause 6.9 shall apply to payment defaults and shall operate alongside this clause.
9.1 All Deliverables are prepared solely for the Client and the specific site, project and purpose identified in the accepted quotation or proposal. No person other than the Client may rely upon, use or place reliance on any Deliverable for any purpose without Woodbank's prior written consent.
9.2 Woodbank accepts no responsibility or liability to any third party in connection with the preparation, issue, use or reliance upon any Deliverable, unless Woodbank has expressly agreed in writing to accept such responsibility. Where third-party reliance is approved, Woodbank may require a separate reliance letter or agreement setting out the permitted use, scope of responsibility and applicable liability limitations, and may charge an additional fee. Any third-party reliance agreement shall expressly identify the permitted reliance, the applicable liability cap and any other limitations or exclusions of liability agreed by Woodbank. No third-party reliance shall be permitted until the relevant agreement has been signed by Woodbank.
9.3 The Client must not distribute, publish, reproduce or make any Deliverable available to any third party for reliance purposes without Woodbank's prior written consent, except where disclosure is required by law or to a relevant planning authority or regulator for the agreed project. Any permitted disclosure does not, by itself, create a duty of care or responsibility on the part of Woodbank to the recipient. The Client acknowledges that any such disclosure is for the purposes of the relevant planning, regulatory or statutory process only and does not authorise the recipient or any other person to rely upon the Deliverable for any other purpose.
9.4 No third party shall acquire any right to enforce any provision of the contract under the Contracts (Rights of Third Parties) Act 1999, unless expressly agreed in writing by Woodbank.
9.5 Copyright and other intellectual property rights in Woodbank’s reports, methodologies, templates, drawings, data presentation and other materials remain with Woodbank, except for materials owned by the Client or a third party. Once all sums due have been paid, the Client receives a non-exclusive licence to use and reproduce the Deliverables for the agreed project.
9.6 The Client must not materially alter, extract, republish or use Deliverables for another site or project without Woodbank’s written consent. The Client must not represent that Woodbank has accepted responsibility to a third party unless Woodbank has expressly agreed in writing.
9.7 Woodbank may retain copies of project records and Deliverables for professional, legal, insurance and regulatory purposes, subject to applicable data protection obligations.
10.1 Each party must take reasonable steps to protect the other party’s confidential information and use it only for the contract, except where disclosure is required by law, a regulator, insurer or professional adviser subject to appropriate confidentiality obligations.
10.2 Each party must comply with applicable data protection law in respect of personal data it processes. Woodbank will use personal data as described in its privacy notice.
11.1 Nothing in these terms excludes or limits liability where unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.
11.2 Subject to clause 11.1, Woodbank is liable for loss to the extent caused by its breach of contract, negligence or other actionable wrongdoing in performing the Services.
11.3 Subject to clause 11.1, Woodbank is not liable for loss of profit, revenue, business opportunity, anticipated savings or goodwill, or indirect or consequential loss, to the extent such liability may lawfully be excluded.
11.4 Subject to clause 11.1, Woodbank Environmental Limited's total aggregate liability to the Client arising out of or in connection with the Services provided under any individual project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total professional fees agreed in the accepted quotation or proposal for the relevant project, excluding VAT, expenses and third-party costs.
This limit shall apply to all claims arising from or relating to the same project, whether brought individually or collectively, and shall not be increased by the number of claims, claimants or alleged breaches. Where a project comprises several phases or separate quotations, the applicable limit shall be the total fees agreed for the relevant project or phase to which the claim relates, as identified in the accepted quotation or proposal. This limitation shall apply to the fullest extent permitted by law.
11.5 Woodbank is not liable to the extent loss is caused by inaccurate or incomplete information supplied by the Client or a third party, lack of access, site conditions not reasonably apparent or disclosed, alterations to Deliverables without Woodbank’s approval, or use of a Deliverable outside its agreed purpose.
11.6 The Client shall notify Woodbank in writing of any concern or claim as soon as reasonably practicable after becoming aware of the relevant circumstances and provide reasonable details and supporting documents. The Client shall cooperate with Woodbank in investigating the matter and provide such further information as may reasonably be requested. Nothing in this clause shortens any statutory limitation period or removes any legal right.
11.7 The parties should obtain legal advice on the suitability and enforceability of any liability cap or exclusion before agreeing it. The existence or amount of insurance does not by itself determine the extent of Woodbank’s contractual liability.
12.1 Neither party is in breach for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including extreme weather, flood, fire, epidemic, civil disturbance, government action, transport disruption, utility failure or interruption to essential third-party services.
12.2 The affected party will notify the other as soon as reasonably practicable and take reasonable steps to reduce the effect. If the event substantially prevents performance for more than 60 days, either party may terminate the affected part of the contract by written notice. The Client remains liable for Services performed and costs properly incurred before termination.
13.1 The Client must notify Woodbank of concerns in writing, with reasonable details.
13.2 Woodbank must be given a reasonable opportunity to investigate and, where appropriate, correct errors for which it is responsible.
13.3 The Client must provide relevant reports, documents and evidence and allow Woodbank a reasonable opportunity to respond before appointing another consultant, except where urgent action is necessary.
13.4 Nothing in this section removes any legal rights or prevents a party from complying with statutory or regulatory deadlines.
14.1 The contract constitutes the agreement between the parties in relation to the Services and supersedes prior discussions about the same subject, except in relation to fraud or fraudulent misrepresentation.
14.2 Any variation must be agreed in writing by authorised representatives of both parties. The Client may not assign the contract without Woodbank’s prior written consent. Woodbank may assign or subcontract performance where this does not materially reduce the agreed standard of service.
14.3 If any provision is held invalid or unenforceable, the remaining provisions continue in effect. A failure or delay in exercising a right is not a waiver of that right.
14.4 These terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales shall have jurisdiction.
15.1 Woodbank shall maintain professional indemnity insurance appropriate to its business activities, subject to the availability of cover on commercially reasonable terms. The level and scope of cover may be reviewed from time to time. Details of the insurance arrangements may be provided upon reasonable written request.
15.2 The existence, type or limit of any insurance maintained by Woodbank shall not, of itself, increase, extend or otherwise alter Woodbank's contractual or legal liability to the Client or any third party. Woodbank's liability shall remain subject to the limitations and exclusions set out in these Terms and Conditions and the accepted quotation or proposal.
15.3 The Client acknowledges that Woodbank's professional indemnity insurance is maintained for Woodbank's protection and does not provide the Client or any third party with a direct right to claim against Woodbank's insurers, except where such a right arises under applicable law.
Woodbank Environmental Limited, Registered office: Enterprise Point, Altrincham Road, Manchester, M22 9AF, Trading address: 6 Trafford Road, Alderley Edge, SK9 7NT, Telephone: 01625 380210 Email: info@woodbankenvironmental.co.uk Company registration number: 17154171 VAT number: 519428965