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Boyle Highways TM Limited – Terms and Conditions

 

1. General Definitions

Purpose:
This section establishes a clear, unambiguous vocabulary for all contractual documents. By rigorously defining terms, the company mitigates legal risk, ensures regulatory compliance, and supports efficient dispute resolution.

Key Definitions:

• Company/We/Us/Our:
  Refers to Boyle Highways TM Limited and any subsidiaries or trading entities. This ensures that all rights, obligations, and protections apply universally across the Boyle Highways group structure, even in cases of restructuring, mergers, or multi-entity service provision.
• Client/You/Your:
  Any business, public sector body, or individual (including agents or intermediaries) entering into a contract with Boyle Highways TM Limited.
• Equipment:
  Includes all plant, vehicles, temporary traffic management equipment (cones, barriers, signage, traffic lights), and any related items provided, whether standard or bespoke.
• Employee/Operative/TMO:
  Distinguishes between direct employees (PAYE) and self-employed operatives (CIS-registered). “TMO” specifically refers to self-employed, CIS-registered Traffic Management Operatives.
• Advice:
  Covers all guidance (written, verbal, or electronic) such as drawings, plans, and specifications. Unless explicitly included in a contract, such advice is non-binding.
• Contract:
  Each individual job, service, or hire is a discrete contract—even within a broader framework—preventing cross-contract set-off and ensuring accountability and clarity for each project.
• Acceptance:
  Acceptance of the contract can be formal (signature, purchase order), by email, or by conduct (e.g., instructing work or permitting site access).
• Variation:
  Only written variations signed by a Company director are valid.
• Jurisdiction:
  All contracts are governed by the laws of England and Wales.

Business Implications:

• These definitions clarify roles, responsibilities, and the scope of obligations for both Boyle Highways TM Limited and its clients.
• The explicit distinction between PAYE employees and CIS-registered operatives is crucial for regulatory compliance and tax treatment.
• The company’s approach to “Contract” and “Acceptance” ensures that every job is accounted for independently, reducing exposure to disputes spanning multiple projects.

2. Pricing and Payment

Purpose:
To provide transparency, certainty, and legal compliance in all financial transactions, supporting both the company’s cash flow and client trust. The terms also align with the Construction Act 1996 (as amended).

Key Terms:

• 30-Day Payment Terms:
  All invoices must be settled within 30 days of the invoice date unless otherwise agreed in writing.
• Interest on Late Payments:
  Overdue invoices accrue interest at 3% per month (compounded daily) from the due date until full payment is received.
• Invoice Queries:
  Clients must raise any invoice disputes within 7 days of the invoice date. After this period, invoices are deemed correct and payable in full. No late queries are accepted.
• Separate Invoicing:
  Each delivery, service, or hire is invoiced separately. Payment cannot be withheld for one contract due to a dispute on another; this supports cash flow and project-specific accountability.
• Additional Charges:
  Works outside a 50-mile radius from the depot may incur extra travel and fuel charges, which are clearly itemised in the quotation.
• Weekly Invoicing Practice:
  Invoices are issued weekly (typically on Mondays) for all works or hires completed in the preceding week. Each invoice details the relevant period, and payment must follow the 30-day term.
  • Works/hire delivered Monday–Sunday are invoiced the following Monday.
  • Invoicing continues weekly until the project or hire period ends.
• Cancellation Charges:
  • 100% charge for works already installed or if operatives/equipment are already on site.
  • 80% charge for cancellations en route or within three hours of scheduled installation.
  • 50% charge for cancellations with less than ten hours’ notice.
  • No charge for cancellations with ten or more hours’ notice.
• Divisibility of Contract:
  Each service or delivery is a separate contract for invoicing and payment. Defects or defaults in one service do not affect payment for others.

Business Implications:

• Cash Flow Protection: Weekly invoicing and strict 30-day terms are designed to maintain robust cash flow and reduce credit risk.
• Dispute Management: By requiring invoice queries within 7 days and treating each contract as separate, the company limits prolonged or cross-project disputes.
• Cancellation Policy: The tiered structure incentivises timely communication from clients and compensates Boyle Highways TM Limited for late-stage mobilisation costs.
• Interest on Late Payments: The compounded interest rate (3% per month) is a strong deterrent against late payment and ensures compensation for delayed cash flow.                                                                                                                                                         3. Uplift Rates for Out-of-Hours, Weekend, and Holiday Work

3.1 Purpose

To ensure Boyle Highways TM Limited can sustainably and fairly deliver works outside standard hours, reflecting increased operational costs, regulatory compliance, and our commitment to workforce welfare.

3.2 Terms

• Night, Weekend, and Bank Holiday Uplift Rates:
  • Uplift rates are applied for all works conducted outside standard hours (Monday–Friday, 07:00–18:00), in line with industry practice and regulatory guidance.
  • Saturday Night/Weekend Work: 25% uplift on standard rates (labour and equipment).
  • Bank Holidays: 100% uplift (double standard rate) for all works—both equipment hire and manned services.
  • All uplifts are itemised and clearly referenced in every quotation and invoice.
• Minimum Shift for Labour-Only Assignments:
  • A minimum shift length, typically 10 hours, applies for labour-only assignments during uplifted periods (nights, weekends, and bank holidays).
• Scope of Application:
  • Uplift rates apply to both equipment hire and manned services. This ensures all additional costs and regulatory requirements are transparently and fairly reflected.
• Proportionality:
  • If the majority of a hire or service period falls within an uplifted time band (night, weekend, or bank holiday), the uplift will apply to the full period/item.
  • Where a shift overlaps multiple uplift bands (e.g., night into bank holiday), the highest applicable uplift rate will apply for the relevant hours.
• Transparency:
  • All uplift charges are detailed and referenced in both quotations and invoices, ensuring full visibility for clients and audit compliance.

3.3 Practical Examples

• Example 1:
  A Saturday night road closure will be quoted at standard equipment and labour rates, plus a 25% uplift for night/weekend work.
• Example 2:
  If work extends into a bank holiday, a 100% uplift (double rate) applies for all works conducted during the bank holiday period. For instance, if a shift runs from Sunday night into a Monday bank holiday, the hours worked during the bank holiday will be charged at double the standard rate.
• Example 3:
  Equipment hired for a period that predominantly covers a bank holiday will be subject to the 100% uplift for the entire hire period.

Note:
All clients are advised that uplift rates are standard practice in the highways sector and are necessary to ensure compliance, safe delivery, and fair remuneration for operatives working outside normal hours. These conditions are non-negotiable and form part of our standard terms of service.

4. Company Employees and Operatives

4.1 Purpose

To demonstrate Boyle Highways TM Limited’s commitment to safety, legal compliance, and professional standards in personnel allocation.

4.2 Terms

• Qualifications and Experience:
  • All operatives must hold current, relevant NHSS 12D and LANTRA qualifications (TTMBC, T1/T2, M1–M6), appropriate to the works.
  • The Company maintains a dedicated pool of experienced NRSWA Operatives, deployed where required by legislation, permit, or client specification. NRSWA competence is reviewed and enhanced via CPD and practical assessment.
  • The Company maintains up-to-date training and competency records for all operatives, available for client or auditor inspection.
  • Ongoing training is supported to ensure operatives remain up-to-date with legislation and standards.
• Self-Employed Status:
  • All TMOs are self-employed and CIS-registered. CIS tax is deducted at 20% (or 30% if unverified) and remitted to HMRC.
  • TMOs are not entitled to holiday pay, sick pay, or pension contributions. They have autonomy over hours and are paid weekly in arrears for jobs completed and logged via the Company’s web app.
  • The relationship is governed by a contract for services, not employment, responsibility for tax, expenses, and insurance rests with the individual.
• Provision:
  • The Company provides the correct number of qualified operatives and supervisors as required by the contract, statutory framework, or client instruction, including NRSWA operatives where required.
  • Workforce is flexibly scaled (50–150 operatives) to meet demand, using a pre-vetted pool of TMOs and NRSWA operatives.
  • These provisions assure clients of legal compliance, competence, and reliability.

Practical Example:
For a complex road closure, only operatives with NHSS 12D, LANTRA, and NRSWA are deployed, with training records available for audit.

5. Advice and Liability

5.1 Purpose

To clearly allocate legal risk associated with the provision of technical, operational, or design advice.            

5.2 Terms

• All advice provided by Boyle Highways TM Limited constitutes professional guidance only, unless expressly incorporated as a contractual obligation.
• Advice is based on information available at the time of provision and may be subject to revision. Clients are responsible for verifying all recommendations and, where appropriate, obtaining independent professional validation before implementation.
• The Client indemnifies the Company against any and all claims, losses, damages, or liabilities arising from reliance on advice, except in cases of gross negligence or wilful misconduct by the Company.

Practical Example:
If a TM plan is provided, the Client must review and approve it prior to implementation. Unless gross negligence by the Company is proven, liability rests with the Client.

6. Equipment

6.1 Purpose

To clarify legal and operational responsibilities for all equipment supplied or hired by Boyle Highways TM Limited.

6.2 Terms

• All equipment remains the property of the Company unless explicitly sold and paid for in full.
• For “dry hire” and all other hire arrangements, the Client assumes full responsibility and risk for the equipment from the point of delivery until collection by the Company.
  • This includes, but is not limited to: loss, theft, accidental or malicious damage, vandalism, and all forms of deterioration or destruction, regardless of cause.
  • The Client must insure the equipment for its full replacement value for the entire hire period.
• The Client is liable for all costs associated with replacement or repair of equipment, as well as any associated administrative, delivery, and reinstallation charges.
• The Client is further responsible for all consequential losses and lost time resulting from equipment loss, theft, or damage, including but not limited to:
  • Additional hire charges accruing until the equipment is replaced or restored to serviceable condition.
  • Costs arising from project delays, operational downtime, or disrupted works directly attributable to the equipment incident.
  • Any penalties, fines, or third-party claims resulting from unavailability of the equipment.
• The Client must notify the Company immediately of any incident involving equipment loss, theft, or damage, and, where applicable, file a police report and provide all supporting documentation required for insurance or recovery purposes.
• See Clause 8 (Consequential Loss) for the Company’s limitation of liability in respect of indirect or consequential losses.

Practical Example:
If hired traffic lights are stolen from site, the Client must immediately notify Boyle Highways TM Limited, file a police report, and cover the full replacement cost. The Client will remain liable for ongoing hire charges and any lost time or project delays until the equipment is replaced and operational. The Company’s liability for any indirect or consequential loss is expressly excluded and subject to the limitations set out in Clause 8.

7. Force Majeure

7.1 Purpose

To allocate risk and provide relief from liability when extraordinary, uncontrollable events prevent or delay contractual performance.

7.2 Terms

• Covered Events:
  Force majeure events include, but are not limited to, acts of war, terrorism, civil unrest, industrial action, strikes, lockouts, fire, flood, severe adverse weather, government intervention, pandemic, or any other event or circumstance beyond the reasonable control of either party.
  • This expressly includes any unforeseen lateness, delay, or non-performance arising from accidents, unplanned road closures, or severe traffic congestion on UK roads that are outside the Company’s direct control.
• Notification and Mitigation:
  The affected party must notify the other party as soon as practicable, providing reasonable details of the nature and likely duration of the force majeure event. Both parties shall use all reasonable endeavours to mitigate the effects and resume performance as soon as possible.
• Duration and Termination:
  If a force majeure event continues for a period of thirty (30) to ninety (90) consecutive days, either party may terminate the contract without penalty or further liability, subject to settlement of any outstanding obligations incurred prior to the event.

Practical Example

• If government authorities suspend all roadworks due to flooding, or if a project is delayed by a major road closure or traffic accident that could not reasonably have been foreseen or avoided, Boyle Highways TM Limited is not liable for non-performance or late performance during that period.

8. Consequential Loss

8.1 Purpose

To limit the Company’s liability to direct, foreseeable losses only.

8.2 Terms

• The Company’s liability is strictly limited to direct losses, such as the cost of replacement equipment or direct remedial works.
• The Company accepts no liability whatsoever for any indirect or consequential losses, including but not limited to: loss of profit, loss of business, loss of opportunity, business interruption, or any other form of consequential or economic loss, whether arising in contract, tort, or otherwise.
• The Company’s aggregate liability under any contract, whether for direct loss or otherwise, shall not exceed the total contract value.

Practical Example:
If equipment delivery is late, the Client may claim for the direct cost of hiring a replacement item, but cannot claim for lost construction profits, missed deadlines, or any consequential business losses.

9. Insurance

9.1 Purpose

To ensure both parties are adequately protected against financial risk relating to the provision, use, and custody of equipment and services.

 

9.2 Terms

• Company Insurance:
  Boyle Highways TM Limited maintains comprehensive insurance coverage, including (but not limited to) public liability, employer’s liability, equipment/plant insurance, professional indemnity, and fleet insurance, in accordance with statutory and industry requirements.
• Client Insurance Requirement:
  The Client is required to insure all equipment supplied on a “dry hire” or similar basis for its full replacement value, against loss, theft, accidental damage, and all other insurable risks, from the point of delivery until collection or return to the Company.
  • The Client must provide evidence of such insurance cover upon request, prior to commencement of hire, and at any time during the contract period.
  • In the event of any loss or damage to equipment, the Client’s insurance shall be the primary source of indemnification, subject to the terms of this agreement.
• Reporting and Cooperation:
  All incidents of loss, theft, or damage must be reported to the Company immediately. Both parties are required to cooperate fully in the preparation, submission, and handling of any insurance claims, including provision of all necessary documentation and information.
• Non-Compliance:
  Failure by the Client to maintain adequate insurance or to provide evidence thereof constitutes a material breach of contract and may result in suspension of services or termination of the agreement, without prejudice to the Company’s other rights and remedies.

Practical Example

If hired traffic lights are lost, stolen, or damaged while in the Client’s custody, the Client must immediately notify Boyle Highways TM Limited, file any required reports, and claim under their insurance policy. The Client must provide evidence of insurance and ensure that the loss is covered in full, subject to the limitations and exclusions set out in this agreement.

10. Personal Guarantee

10.1 Purpose

To secure payment obligations under this contract, particularly in respect of incorporated entities, and to provide recourse in the event of client insolvency, dissolution, or default.

10.2 Terms

• Automatic Guarantee:
  By entering into this contract, the directors, partners, or persons with significant control of any incorporated client (including limited companies and LLPs) hereby unconditionally and irrevocably guarantee, on a joint and several basis, the due and punctual payment of all sums due, and the performance of all obligations, under this contract.
• Binding Effect:
  This personal guarantee is a fundamental and enforceable term of the contract, whether or not a separate guarantee document is executed. Acceptance of the contract, by signature, instruction to proceed, or commencement of performance, constitutes acceptance of the personal guarantee by all relevant parties.
• Survival and Assignment:
  The guarantee survives any variation, extension, renewal, or assignment of the contract and is binding on the guarantors’ personal representatives, successors, and estates.
• No Requirement for Further Formalities:
  The enforceability of this personal guarantee does not require any further action, notice, or execution of a separate deed or document.
• Demand for Payment:
  The Company may demand payment or performance directly from any guarantor, without first seeking recourse against the client entity or any other party, and the guarantor(s) shall pay all reasonable costs, legal fees, and expenses incurred in enforcement.

Practical Example

If a limited company client is dissolved, enters liquidation, or otherwise fails to pay any sum due under the contract, Boyle Highways TM Limited is entitled to pursue payment in full directly from any director or person with significant control, regardless of whether a separate guarantee form was signed.

11. Health & Safety

11.1 Purpose

To ensure all operations are conducted in accordance with statutory requirements and industry best practice, safeguarding the health, safety, and welfare of all persons affected by the Company’s activities.

11.2 Terms

• Legal Compliance:
  All works undertaken by Boyle Highways TM Limited must comply with the Health and Safety at Work etc. Act 1974, all relevant regulations, and the Company’s Health & Safety management system, policies, and procedures.
• Management System:
  The Company operates a robust Health & Safety management system which incorporates statutory obligations, risk assessments, method statements, safe systems of work, and ongoing safety training for all personnel.
• Near Miss and Hazard Reporting:
  The Company utilises a dedicated near miss and hazard reporting app, which is accessible to all operatives and staff. All hazards and near misses must be reported promptly via the app, supporting a proactive safety culture and continuous improvement.
• Client Cooperation:
  The Client is required to cooperate fully with all Company health and safety procedures, including provision of site-specific safety information, facilitating access for safety audits, and supporting the reporting and resolution of hazards or incidents.
• Continuous Improvement:
  Safety performance is monitored and reviewed regularly, with lessons learned from reported near misses and hazards used to enhance procedures and prevent recurrence.

Practical Example

If an operative identifies a trip hazard on site, they must report it immediately using the Company’s near miss and hazard reporting app. The Company will investigate and implement corrective action in line with statutory and internal procedures, ensuring compliance and minimising risk to all parties.

12. Dispute Resolution

12.1 Purpose

To provide a clear, enforceable process for resolving disputes.

12.2 Terms

• Disputes must first be addressed through direct negotiation and escalation to senior management.
• If unresolved, disputes may be referred to the courts of England and Wales.
• Parties may agree to mediation or adjudication before litigation.

Practical Example:
A dispute over a variation is escalated to directors; if unresolved, it proceeds to court.

13. Acceptance of Terms

13.1 Purpose

To ensure T&Cs are binding and enforceable from the outset.

13.2 Terms

• Acceptance is evidenced by signature, purchase order, email confirmation, or commencement of works.
• Once accepted, T&Cs are fully binding and enforceable.

Practical Example:
If a client instructs the Company to begin works by email, these T&Cs apply in full.

 

14. Data Protection & Confidentiality

14.1 Purpose

To ensure compliance with the Data Protection Act 2018, UK GDPR, and to protect confidential information.

14.2 Terms

• Data is processed only as necessary for contract performance, legal compliance, or legitimate business interests.
• Both parties must keep all commercially sensitive and personal data confidential.
• Data subject rights are respected in line with legal requirements.

Practical Example:
Operative details are held only for project duration and not disclosed to unauthorised third parties.

15. Drug & Alcohol Policy

15.1 Purpose

To maintain a safe, professional, and reliable workforce by ensuring all Boyle Highways TM personnel are free from the influence of drugs or alcohol during working hours, in accordance with statutory obligations and industry standards.

15.2 Terms

• Zero-Tolerance Policy:
  Boyle Highways TM Limited enforces a strict zero-tolerance approach to drugs and alcohol. All personnel—including employees, agency workers, and self-employed operatives—must be free from the influence of alcohol, illegal drugs, or “legal highs”:
  • During work hours,
  • On company premises,
  • In company vehicles,
  • And at all sites, depots, yards, offices, or any other locations operated or controlled by Boyle Highways TM Limited (“all sites”).
• Testing Scope:
  • Drug and alcohol testing by Boyle Highways TM Limited is strictly limited to determining whether an individual is under the influence at the time of testing.
  • No in-depth, retrospective, or off-duty analysis is undertaken; the focus is solely on current impairment relevant to workplace safety and legal compliance.
• Random and Mandatory Testing:
  • Pre-Induction: All personnel must pass a drug and alcohol test before commencing work.
  • Random Testing: All Boyle Highways TM personnel are subject to random drug and alcohol testing at any time during their engagement, regardless of role or status.
  • Post-Incident Testing: Any individual involved in a workplace or vehicle incident will be tested as soon as practicable after the event.
  • Tests are carried out using oral swabs for drugs and breathalysers for alcohol, with immediate results indicating current influence only.
  • Selection for testing does not imply suspicion and is conducted fairly and consistently.
• Conduct Outside Work:
  • Boyle Highways TM Limited does not seek to monitor, control, or take responsibility for any activities, substance use, or behaviours of individuals outside of work hours or outside the Company’s reasonable control.
  • The Company’s concern and authority are strictly limited to conduct that may impact workplace safety, performance, or compliance with legal and contractual obligations during work or when representing the Company.
• Consequences of Positive or Refused Tests:
  • A positive result or refusal to participate is treated as gross misconduct, resulting in immediate suspension for 28 days.
  • After 28 days, a further negative test is required for return to work. A second positive or refusal results in permanent exclusion from all Boyle Highways TM projects and records.
• Prescription Medication:
  • All personnel must confidentially declare any prescription medication that could impair safety or performance.
  • Management will treat all such disclosures sensitively and confidentially.
• Support for Dependency:
  • Individuals who proactively disclose a drug or alcohol dependency will be offered support and confidentiality, in line with the Company’s supportive approach.
• Legal and Disciplinary Compliance:
  • Possession or supply of illegal drugs on company premises, vehicles, or any site is reported to the police.
  • Any breach of this policy is treated as gross misconduct and may result in summary dismissal for employees or immediate termination for contractors and agency workers.

Practical Example

If any Boyle Highways TM operative is selected for a random test or is involved in a workplace incident at any site, depot, yard, office, or in a company vehicle, they are immediately tested for drugs and alcohol. The test will only confirm if they are under the influence at that moment. A positive result or refusal to test leads to immediate suspension for 28 days, with permanent exclusion if a second positive or refusal occurs. The Company does not investigate or take action regarding lawful or private conduct outside of work hours unless it impacts workplace safety or performance.

16. Environmental & Sustainability

16.1 Purpose

To embed environmental responsibility and statutory compliance in all operations.

16.2 Terms

• The Company uses energy-efficient technologies, sustainable materials, and operates recycling and waste minimisation schemes.
• Clients must cooperate with environmental objectives, provide facilities for waste segregation, and comply with site-specific plans.

Practical Example:
For a major project, solar-powered signals are used, and waste is segregated for recycling.

17. Client Responsibilities

17.1 Purpose

To delineate client obligations for safe, legal, and efficient service delivery.

17.2 Terms

• The Client must ensure safe, timely access to sites and facilities.
• The Client is responsible for obtaining all necessary permits and consents unless otherwise agreed in writing.
• The Client must notify the Company of known or foreseeable hazards.

Practical Example:
If the client fails to provide access at the agreed time, the Company may charge for waiting time.

18. Limitation of Liability

18.1 Purpose

To cap the Company’s aggregate liability and encourage prudent risk management.

18.2 Terms

• Except for death or personal injury caused by negligence, or fraud, the Company’s liability is capped at the total contract value.
• No liability for indirect or consequential losses; clients must insure for such risks.

19. Termination

19.1 Purpose

To provide a clear mechanism for contract termination in cases of breach, insolvency, or persistent non-payment.

19.2 Terms

• The Company may terminate immediately for material breach, insolvency, or persistent non-payment.
• Upon termination, all outstanding charges become due, equipment must be returned, and the Company is released from future obligations.

20. Audit & Record-Keeping

20.1 Purpose

To support transparency, quality assurance, and ongoing compliance with statutory, contractual, and internal standards.

20.2 Terms

• Company Record-Keeping:
  Boyle Highways TM Limited maintains detailed and accurate records of all operations, including but not limited to project documentation, training records, equipment logs, incident reports, risk assessments, and compliance audits. All records are retained in accordance with statutory requirements and the Company’s data retention policy.
• Internal Site Audits:
  The Company conducts regular site audits of its traffic management (TM) activities and operatives to ensure compliance with safety legislation, industry best practice, and internal procedures.
  • Audits cover documentation, TM setup, equipment condition, operative conduct, safety compliance, and adherence to risk assessments and method statements.
  • Non-compliance or areas for improvement are actioned promptly, with corrective actions documented and reviewed.
• Client Audit Rights:
  The Client may, by prior arrangement and subject to reasonable notice and confidentiality undertakings, audit relevant Company records that pertain to the services provided under the contract.
  • Such audits shall not unduly disrupt Company operations and may be subject to reasonable limitations to protect commercially sensitive or personal data.

Practical Example

Boyle Highways TM Limited completes a site audit on a live traffic management project, reviewing operative compliance with PPE requirements and the accuracy of site documentation. The audit findings are recorded in the Company’s approved system, with any corrective actions tracked to completion. If the Client wishes to review these records for quality assurance, access can be arranged subject to confidentiality.

21. Variations and Change Control

21.1 Purpose

To formalise and document all changes to the contract, ensuring clarity, transparency, and mutual agreement on scope, pricing, and timelines.

21.2 Terms

• Written Agreement:
  All variations, amendments, or additions to the contract must be agreed in writing by authorised representatives of both parties before any change is implemented. No verbal instructions or informal communications shall be binding.
• Adjustment of Pricing and Timelines:
  Boyle Highways TM Limited reserves the right to adjust pricing, delivery dates, and project timelines to reflect the nature and extent of any agreed variation. Any such adjustments will be clearly documented as part of the written variation agreement.
• Change Control Procedure:
  • All requests for changes must be submitted in writing, stating the nature, rationale, and desired outcome of the variation.
  • The Company will review and, where appropriate, provide a written response detailing the impact on cost, schedule, and any other contractual terms.
  • No work relating to a proposed variation will commence until the written agreement is executed by both parties.

Practical Example

If the client requests an additional phase of traffic management or a change to the original project specification, a formal written variation will be prepared, pricing and timelines will be reviewed, and no additional work will proceed until both parties have signed the variation agreement.

22. Intellectual Property

22.1 Purpose

To protect Boyle Highways TM Limited’s proprietary rights in all creative, technical, and commercial materials produced in the course of its business.

22.2 Terms

• Ownership:
  All intellectual property rights—including but not limited to copyright, design rights, patents, trademarks, know-how, and database rights—in all documents, drawings, designs, specifications, data, digital assets, software, training materials, and any other materials produced or supplied by Boyle Highways TM Limited in connection with the contract shall remain the exclusive property of the Company, unless expressly agreed otherwise in writing by an authorised Company representative.
• Client Licence:
  The Client is granted a limited, non-exclusive, non-transferable licence to use such materials solely for the purpose of and in connection with the specific contracted works for which they were provided.
  • The Client may not copy, modify, distribute, sublicense, or use the Company’s intellectual property for any other purpose, nor allow any third party to do so, without the Company’s prior written consent.
• Termination and Return:
  Upon completion or termination of the contract, the Client’s licence to use the Company’s intellectual property automatically ceases, except for such rights as are strictly necessary for the operation, maintenance, or use of the delivered works, and only to the extent expressly agreed.
• Preservation of Moral Rights:
  The Company reserves all moral rights in its creative works, including the right to be identified as the author and to object to derogatory treatment of its materials.

Practical Example

If Boyle Highways TM Limited provides a bespoke traffic management plan or digital design, the Client may use that plan only for the specific project agreed. The Client cannot use, adapt, or share that plan for other projects or third parties without the Company’s written permission.

23. Entire Agreement

23.1 Purpose

To ensure the contract constitutes the complete and exclusive agreement.

23.2 Terms

• Only the signed contract and incorporated documents are binding; all prior negotiations, drafts, and correspondence are superseded.

24. Special Provisions

24.1 Charges for Booked Works and On-Site Adjustments

The Client is liable to pay for the full scope of works as booked, regardless of any operational changes, modifications, or adjustments made on site by Boyle Highways TM Limited or its operatives to ensure safe, compliant, or effective delivery.

• This includes, but is not limited to, variations required for safety, compliance, client benefit, or unforeseen site conditions.
• No deduction or withholding of payment shall be permitted due to on-site adjustments that do not reduce the booked scope or value of the work.

24.2 Geotagged Photographic Evidence & Special Photo Requests

• If the Client requires geotagged photographic evidence or specific photographic documentation, such requirements must be clearly requested in writing at the time of booking.
• Unless expressly agreed in writing as a condition of the contract, payment for works is not conditional upon the provision of photographic evidence, whether standard or special request.
• Boyle Highways TM Limited will use reasonable endeavours to provide photographic evidence when requested in advance, but non-provision (unless contractually agreed) does not constitute grounds for non-payment or dispute.

Practical Example

If a client books a road closure and, on the day, Boyle Highways TM Limited must adjust signage or layout for safety or compliance reasons, the Client remains liable for the full charge as booked. If the Client requires geotagged photos of the site, this must be specified at the time of booking; otherwise, payment cannot be withheld for absence of such evidence.

25. Contact

25.1 Purpose

To ensure clear, direct, and reliable communication channels for all operational, commercial, and emergency matters.

25.2 Contact Details

• Main Office Telephone:
  01277 215010
• 24/7 Emergency Response:
  For urgent or emergency requirements, please call our dedicated 24-hour line 07572623448
• Bookings and Scheduling:
  All traffic management bookings and operational requests must be sent to:
  tmbookings@boylehighwaystm.co.uk
  This inbox is monitored by all Boyle Highways TM office staff to ensure prompt, coordinated action.
• Accounts and Finance:
  accounts@boylehighwaystm.co.uk
• Registered Office:
  Codham Hall Farm, Great Warley, Brentwood, Essex, CM13 3FB

26. Signature

By signing below, the Client confirms acceptance of all terms and conditions. The contract may be executed by physical or electronic signature, or by conduct as defined in Section 13.

 

For and on behalf of the Client:

Signature: _________________________________________
Name (print): ______________________________________
Position: __________________________________________
Company: _________________________________________
Date: _____________________________________________

For and on behalf of Boyle Highways TM Limited:

Signature: _________________________________________
Name (print): ______________________________________
Position: __________________________________________
Date: _____________________________________________