Terms and Conditions (effective from 01 April 2026)

Terms and Conditions of Supply (“Conditions”)

Thank you for considering Topscan (UK) Limited t/a Sircle to provide Services. These are the Conditions on which we supply Services. Please read these Conditions carefully and check that the details in the Estimate and any other correspondence is complete and accurate. If you require clarity on anything please contact us as soon as possible, so that we can discuss.

1 Definitions and Interpretations

1.1 In these Conditions the following words have the following meanings:

“Applicable DP Laws”: means (a) to the extent the UK GDPR, Data Protection Act 2018 and Data (Use and Access) Act 2025 (DUAA) apply, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data;

“Artificial Intelligence” (AI): technologies and tools that perform tasks using machine‑based systems that can, for a given set of human‑defined objectives, make predictions, recommendations or decisions influencing real or virtual environments;

“Charges”: the Fee and, where applicable, any  Disbursements, plus VAT, payable by the Client to Sircle for supplying Services;

“Client”/ “you”/ “your”: the person, firm, company or organisation identified in the Estimate for whom Sircle is performing the Services;

“Contract”: the contract between Sircle and the Client for the supply of our Services, comprising these Conditions and each accepted Estimate;

“Deliverables”: all documents, drawings, reports and other materials that Sircle has agreed to provide to the Client as part of the Services, as identified in the Estimate or otherwise agreed in writing between the parties;

“Disbursements”: the additional costs which we incur whilst delivering the Services, which may include postage, printing, photocopying, travel, subsistence and hotel accommodation;

“Estimate”: the written document, issued by Sircle, outlining the Services to be supplied and containing an estimate of the Fee and/or details of the rates that will apply to calculate the Fee;

“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679);

“Fee”: the fee payable by the Client to Sircle for the Services;

“IPR”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Materials”: documents, information, items and materials;

“PECR”: Privacy and Electronic Communications (EC Directive) Regulations 2003;

“Processor Terms”: means the set of contractual provisions that apply when Sircle processes Personal Data on behalf of the Client as a processor, as required by Article 28 of the UK GDPR (and, where applicable, the EU GDPR). These terms set out the mandatory obligations, rights, and responsibilities of the processor and the controller.

“RFP”: the written request for an Estimate from the Client, outlining the  Services the Client requires;

“RICS” the Royal Institution of Chartered Surveyors based at 12 Great George Street, London, SW1P 3AD;

“Services”: the Services to be supplied by Sircle as described in the Estimate or as otherwise agreed in writing between the parties;

“Sircle” / “we” / “our” / “us”:  Topscan (UK) Ltd trading as “Sircle” with company registration number 04513312 and whose registered office is at 17 Lancaster Road, Sarum Business Park, Salisbury, SP4 6FB;

“Site”: the place where Services are to be provided by Sircle, as set out in the Estimate or as otherwise agreed in writing between the parties;

“Suspension Period”: shall mean a period during which the Services are temporarily suspended by Sircle or the Client in accordance with condition 11;

“UK GDPR” has the meaning give to it in the Data Protection Act 2018.

1.2 In these Conditions, a reference to:

1.2.1  a statue or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it;

1.2.2  “writing” or “written” includes email unless otherwise stated;

1.2.3 words in the singular shall include the plural and vice versa;

1.2.4 to one gender includes a reference to the other gender.

1.3       Any words following the terms including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2 Application of Terms

2.1 These Conditions apply to all the Services provided by Sircle, to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by Sircle. Without prejudice to condition 12.2.2, the Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Sircle which is not expressly set out in the Estimate.

2.2 Prior to commencement of the Services, Sircle shall issue an Estimate to the Client based on the Client’s requirements for the Services as set out in an RFP.

2.3 An Estimate is valid for a period of 30 calendar days from its issue date, but Sircle may withdraw it at any time prior to acceptance by the Client, with no further obligation to the Client.

2.4 The Client shall confirm its acceptance of the Estimate in writing to Sircle no later than 30 days calendar days from issue of the Estimate by Sircle.

2.5 Subject to condition 2.6, following acceptance of an Estimate by the Client, and successful credit check, a Contract shall be formed on the earlier of: (i) Sircle providing confirmation in writing to the Client; or (ii) Sircle commencing the provision of the Services to the Client.

2.6 Nothing in condition 2.6 shall require Sircle to perform Services on the basis of an Estimate that has been altered or amended by the Client, including any counter-offer which has not been accepted by Sircle.

3 Sircle obligations

3.1 Sircle shall provide the Services, including Deliverables and any use of AI in delivering the Services, with reasonable skill, care and diligence in a timely manner and in accordance with the Estimate.

3.2 Sircle shall provide evidence of its applicable insurance on request from the Client.

4 Client obligations

4.1 The Client shall provide in a timely manner: (i) any assistance; and (ii) legal authority of documents, information, data, materials and other facilities required by Sircle to enable it to perform the Services.

4.2 The Client confirms that the terms of its RFP are true, complete and accurate.

4.3 The terms of the RFP are informative only and shall not form part of this Contract or be binding on the parties to it.

5 Charges

5.1 Unless otherwise agreed by Sircle in Writing, the Charges and any payment stages shall be as set out in the Estimate.

5.2 Unless stated otherwise, the Fee and Disbursements shall be exclusive of VAT, which the Client shall pay in addition at the applicable rate.

6 Payment

6.1 Subject to the remainder of this condition 6, payment of the Charges shall be in pounds sterling and must be made by the Client within 28 days of the date of the relevant invoice issued by Sircle (or within such other payment period as may be agreed by Sircle and as may be noted on the relevant invoice).

6.2 Sircle shall issue an invoice for Services rendered prior to or on the dates specified in an Estimate or, if not stated, at the end of each calendar month.

6.3 All payments must be paid by the Client to Sircle in cleared funds on or before the payment due date  (“Payment Due Date”).

6.4 All payments payable to Sircle under the Contract shall become due immediately on completion of the Services (as reasonably determined by Sircle) despite any other provision therein.

6.5 The Client shall make all payments due under the Contract in full and without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Sircle to the Client.

6.6 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Sircle any sum due under the Contract by the Payment Due Date:

(a) the Client shall pay interest on any overdue sum under this condition 6 from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 6.6 will accrue at the statutory rate for interest on late commercial payments from time to time; and

(b) Sircle may suspend all or part of the Services until all outstanding payments have been made in full.

7 Health and Safety

7.1 The Client shall ensure that the Site is safe and suitable for Sircle, its employees and agents to perform the relevant Services. The Client shall comply with all statutory requirements as regards health and safety at work and any other relevant rules and regulations. The Client shall inform Sircle of all health and safety rules and regulations and any other reasonable security requirements that apply to the Site (or any part of it relevant to the Services).

7.2 Without prejudice to any other right or remedy, Sircle may suspend or cease performance of the Services if, in Sircle’s reasonable opinion, the Site is deemed unsafe, unsuitable, or if the Client fails to comply with any health and safety requirements communicated by Sircle or any statutory requirements. In such circumstances, the Client shall be liable for all reasonable costs, losses, and expenses incurred by Sircle as a result of such suspension or cessation.

8 Intellectual Property

8.1 All IPR in Materials created or developed by the Client prior to entry into, or wholly independently from (in Sircle’s reasonable opinion), the Contract, shall remain vested in the Client.

8.2 All IPR in Materials created or developed by Sircle or any employee, agent or sub- contractor of Sircle:

(a) in the course of supplying the Services, including the Deliverables, shall remain vested in Sircle; and

(b) non-exclusively for the Client and used in the course of supplying the Services, including the Deliverables, shall belong to Sircle at all times,

and the Client agrees to assign to Sircle with full title guarantee and free from all third party rights, any such IPR set out in conditions 8.2(a) and 8.2(b) (“Sircle Services IPR”) that becomes vested in it, and shall comply with Sircle’s requirements to effect such assignments. Subject to the Client paying Sircle the Charges in accordance with the Contract, Sircle hereby grants to the Client a non-exclusive, non-transferable, royalty-free licence to use the Sircle Services IPR in Deliverables provided to the Client under the Contract to enable the Client to take the benefit of the Services.

8.3 The Client:

(a) hereby grants to Sircle a fully paid-up, non-exclusive, royalty-free licence to use the Client’s IPR in Materials provided to Sircle under the Contract to enable Sircle to provide the Services to the Client; and

(b) shall indemnify and keep indemnified Sircle against, and hold it harmless from, all claims, liabilities, costs (including reasonable legal fees and disbursements) expenses, demands or damages brought or made against or incurred by Sircle pursuant to any claim by a third party that any intellectual property, information, material and/or data supplied by or on behalf of the Client and used or processed by Sircle or any of its sub-contractors in connection with the Contract or Services infringes the intellectual property of any third party.

9 Access to the Site(s)

9.1 For the duration of the Contract, the Client grants Sircle, its employees, agents and sub-contractors a right of access to, and as necessary to occupy, the Site for the purposes of carrying out its obligations under the Contract.

10 Sub-Contractors

10.1 Sircle may at any time sub-contract the supply of the Services to (in its reasonable opinion) a responsible and experienced sub- contractor.

10.2 Where any Services are supplied by a sub-contractor Sircle shall be wholly responsible for the acts and omissions of such sub-contractor as though they were its own acts and omissions.

11 Suspension of the Services and Termination

11.1 Sircle shall be entitled to immediately suspend performance of the Services if the Client is in breach of any of the provisions of the Contract, including condition 6.6 (b), or any other contract with Sircle.

11.2 If the Client wishes to temporarily suspend the Services it shall provide notice in writing to Sircle no less than 72 working hours (Monday to Friday, 08:00 to 17:00) prior to the planned suspension and any such suspension shall be subject to Sircle’s written consent. Sircle will not unreasonably withhold or delay its consent but it may make its consent conditional upon the Client reimbursing Sircle on demand for the direct costs incurred by Sircle as a consequence of the suspension.

11.3 If the Client wishes to resume the Services, following a suspension under condition 11.2, it shall provide notice in writing to Sircle no less than 72 working hours (Monday to Friday, 08:00 to 17:00) prior to the requested time of resumption. Following receipt of a resumption notice under this condition, Sircle shall confirm the earliest possible resumption date for the Services and may at its discretion delay the resumption date indefinitely with no liability to the Client.

11.4 Sircle shall be under no obligation to refund any part of the Charges already paid or any other sums paid in advance in respect to the Services or additional services not provided during a Suspension Period and all payments due up to the Suspension Period shall be due and payable by the Client.

11.5 In consideration for ongoing administration by Sircle during a Suspension Period, Sircle may issue an invoice to the Client for payment of a pro-rated proportion of the Charges (as reasonably determined by Sircle).

11.6 Should Sircle be unable to enter, refused entry or safely enter a Site or complete work at a Site in accordance with the Contract on a day and date that has been agreed with the Client for whatever reason, Sircle has the right to recover from the Client 100% of its direct losses and costs incurred as a result of the failed entry and the Client shall indemnify Sircle for such losses and costs.

11.7 If a Suspension Period continues for at least 3 calendar months:
(a) either party may give notice in writing to terminate the Contract immediately thereafter; or
(b) the parties may agree to resume the Services on the terms of a new Estimate, which may be subject to increased Charges.

11.8 Either party may terminate the Contract and all active Services under any Estimate at any time for any reason by providing the other with thirty days (excluding Saturdays, Sundays and bank and public holidays) notice in writing. If the Client terminates the Contract under this condition 11.8, the Client shall reimburse Sircle, on demand, for the direct losses and costs incurred as a result of the termination.

11.9 Without affecting any other right or remedy available to it, either party may terminate the Contract and all active Services with immediate effect by giving written notice to the other party if:

(a) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

(b) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(c) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(d) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

(e) the other party ceases, or threatens to cease, to trade;

(f) the other party takes or suffers any similar or analogous action to any of those referred to in conditions 11(a) to (e) in any jurisdiction in consequence of debt; or

(g) the other party commits a material breach of the Contract that is either not remediable or not remedied within 30 days of that party receiving notice of such breach.

11.10 Nothing in conditions 11.5, 11.6 or 11.7 shall affect the Client’s obligation to pay the applicable Charges in full up to the date of termination of the Contract.

11.11 (save where such suspension or termination is due to Sircle being in breach) all reasonable costs, disbursements, loss and expense incurred by Sircle (including and costs incurred in suspending and/or resuming performance of the Services) as a direct result of such suspension or termination will be met by the client.

12 Limitation of liability

12.1 The following provisions of this condition 12 set out the entire financial liability of Sircle (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client for any breach of contract and any representation, guarantee, warranty, indemnity, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2 Nothing in the Contract excludes or limits the liability of Sircle in respect of:

12.2.1 Death or personal injury caused by its negligence;
12.2.2 Fraud or fraudulent misrepresentation; or
12.2.3 Any other liability that cannot be limited or excluded under law.

12.3 Subject to condition 12.2, Sircle shall not be liable to the Client whether in contract (whether by way of guarantee, warranty, and indemnity or otherwise), tort (including negligence), misrepresentation (other than fraudulent misrepresentation), and breach of statutory duty or otherwise in respect of the Contract for any:

12.3.1 Indirect or consequential loss or damage;
12.3.2 Loss of profit; or
12.3.3 Loss of business or depletion of goodwill; however caused which arises out of or in connection with the Contract.

12.4 Subject to conditions 12.2 and 12.3, Sircle’s total liability in contract (whether by way of guarantee, warranty, indemnity or otherwise), tort (including negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise, arising from any single event, or series of connected events, in connection with the Contract shall be limited an amount equal to the Fees paid by the Client to Sircle under this Contract.

12.5 The provisions of this condition 12 shall survive the termination or expiry of the Contract for any reason.

13 Assignment

13.1 Sircle shall not assign or transfer any of its right or obligations under the Contract without the prior consent in writing from the Client (consent is not to be unreasonably withheld or delayed).

13.2 The Client shall not assign, transfer or sub-contract any of its rights or obligations under the Contract without the prior consent in writing from Sircle.

14 Force Majeure

14.1 Sircle shall not be liable, and reserves the right to defer the date of delivery or to cancel the Contract or suspend or reduce the Services, if it is prevented from or delayed in the carrying on of any of its obligations under the Contract due to circumstances beyond its reasonable control, including acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, failures in utility supply, supplier failures, systems interruption, power surges, network unavailability, equipment failures, virus attack, pandemic or epidemic or any comparable circumstances.

15 General

15.1 Each right or remedy of either party under the Contract is without prejudice to any other right or remedy of that party whether under the Contract or not.

15.2 If any provision of the Contract (or any part of it) is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severed and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by either party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.4 Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

16 Notices

16.1 All notices between the parties about the Contract shall be sent in writing and delivered by hand, by courier or first class signed for post:

(a) (in case of notices to Sircle) to its then current registered office or such other address as shall be notified to the Client by Sircle; or
(b) (in the case of the communications to the Client) to the then current registered office of the Client (if it is a company) or (in any other case) to the main trading address of the Client set out in any document which forms part of the Contract or such other address as shall be notified to Sircle by the Client.

16.2 Notices shall be deemed to have been received:

(a) If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b) If delivered by hand or courier, on the day of delivery.

17 Confidentiality

17.1 Either party may publicise the Services carried out, whether on websites, customer presentations, case studies, sales collateral or otherwise, provided the other party has given its consent in writing (such consent not to be unreasonably withheld). No information regarding the Charges will be shared.

17.2 Each party will:

(a) hold the other’s confidential information concerning the business, affairs, customers, clients or suppliers or the other party in confidence and, unless required by law, not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of this Contract; and
(b) take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed in violation of the terms of this Contract.

18 Client care

18.1 If the Client has any concerns with the Services delivered this should be brought to the attention of Sircle at the earliest opportunity so that the matter can be explored and, if possible, resolved promptly. Sircle is committed to client satisfaction and will endeavour to address any concerns in accordance with its Complaints Handling Procedure.

19 Conflicts of Interest

19.1 Sircle considers Conflicts of Interest on all potential appointments and live projects, in line with the RICS guidance. If the Client becomes aware at any time of a potential conflict of interest this should be brought to the attention of Sircle so that it can be considered, and a decision taken on continued delivery of Services.

20 Data Protection

20.1 We may need to collect certain personal data (“Personal Data”) regarding you and your employees (“Contact Persons”) for the purposes of performing the Services. Each party shall comply at all times with all applicable data protection laws, including the UK GDPR, the Data Protection Act 2018 and the Data (Use and Access) Act 2025 (“Applicable DP Laws”), when processing Personal Data in connection with the Contract.

20.2 Further information about how Sircle processes Personal Data, including the purposes, lawful bases, retention periods, data sharing and individual rights, is set out in Sircle’s Privacy Notice available at: https://sircleuk.com/privacy-policy/. The Privacy Notice may be updated from time to time and is incorporated by reference for information only.

20.3 Each party acts as an independent controller in respect of Personal Data it processes under the Contract. Where Sircle processes Personal Data on behalf of the Client as a processor, the parties shall enter into appropriate processor terms in accordance with Article 28 UK GDPR, which shall prevail in respect of such processing.

20.4 Where the Client provides Personal Data relating to its employees, contractors or other individuals, it warrants that it has complied with Applicable DP Laws and has the authority to disclose such Personal Data to Sircle for the purposes of performing the Services.

20.5 Each party shall notify the other without undue delay if it becomes aware of a personal data breach affecting Personal Data shared under the Contract and shall reasonably cooperate to meet any applicable legal obligations.

21 Responsible use of artificial intelligence (AI)

21.1 In providing the Services and Deliverables, Sircle may use artificial intelligence (“AI”) tools to support, assist and improve efficiency with tasks such as drafting, analysis, data processing and quality checks. Sircle will always apply its own professional skill, care and diligence to any AI‑assisted work and remains responsible to the Client for the Services and Deliverables in accordance with these Conditions.

21.2 Sircle does not rely on AI outputs without appropriate review. Where the use of AI has a material impact on the Services or Deliverables, Sircle will consider the reliability and limitations of the relevant tools and take reasonable steps to ensure that the results are suitable for their intended purpose.

21.3 Sircle will not input the Client’s confidential or personal data into external AI systems unless this is consistent with Applicable DP Laws, the Contract and Sircle’s privacy policy, and an appropriate lawful basis applies.

21.4 Some AI tools used by Sircle are provided by third‑party suppliers. While Sircle takes reasonable care in selecting and using those tools, Sircle does not guarantee their continuous availability or performance. The limitations and exclusions of liability in condition 12 apply to any AI‑assisted Services and Deliverables to the fullest extent permitted by law.

21.5 The Client may request information about any material use of AI in connection with the Services and how Sircle has considered reliability, risk and data protection, to the extent required by Sircle’s professional and regulatory obligations (including any applicable RICS professional standards).