Standard Terms and Conditions

1. Consultants Obligations

    1. The Consultant shall provide the services described in the fee proposal and exercise reasonable skill and care in the performances of the services.
    2. The Consultant shall use reasonable endeavours to perform the services in accordance with the programme set out by the client.
    3. The Consultant shall inform the Client if he considers any change or instruction from the Client is outside of the scope of services and will cause a change to the programme and/or change to the level of fees.

2. Client’s Obligations

    1. The Client shall pay the consultant for the performance of services the fees and expenses set out in the fee proposal.
    2. The Client shall supply the Consultant with all necessary and relevant data and information in its possession or in the possession of any of its contractors or professional advisors and all instructions, decisions, consents or approvals in good time to avoid delay to the performance of the Services.
    3. The Client shall make an additional payment to the Consultant if the Consultant has to carry out additional work and/or suffers delay or disruption in the performance of the Services for reasons beyond the Consultants control, including instructions or decisions by or on behalf of the Client. The additional payment will be calculated on the basis set out below or as modified in the fee proposal. The Consultant shall if requested by the Client and where practicable give an initial estimate of the additional payment likely to be charged and how it is to be calculated.

3. Client's Obligations

The Client shall pay the consultant in the following manner:

    1. The client shall send an invoice to the Client for each instalment of the fees and other sums payable under this Agreement. Each invoice shall specify the sum that the Consultant considers will become due on the payment due date under Clause 3 (ii) and the basis on which that sum is calculated.
    2. Payment shall be due on the date the consultant submits the invoice. The final date for payment shall be 30 days.
    3. The Consultants invoice under Clause 3(i) shall be the payment notice for the purposes of section 110A of the Housing Grants, Construction and Regeneration Act 1996 (as amended).
    4. On or before the final date for payment the Client shall pay to the Consultant either the sum stated as due in the Consultants invoice issued under Clause 3(i)(“the Notified Sum”) or the sum that the Client considers to be due as specified in any Pay Less Notice under Clause 3(v).
    5. Not later than seven days before the final date for payment the Client may give the Consultant a Notice that it intends to pay less than the Notified Sum (a “pay less notice”). Any Pay Less Notice shall specify the sum that the client considers to be due on the date the Notice is served and the basis on which that sum is calculated.
    6. All sums due under this Agreement are exclusive of VAT which shall be paid in addition.

4. Liability and Insurance

    1. Notwithstanding anything to the contrary contained in the fee proposal or otherwise agreed in writing with the Client but without prejudice to any of its provisions by which liability is excluded or limited to a lesser amount the total liability of the Consultant under or in connection with this Agreement whether in contract, tort, negligence, breech of statutory duty or otherwise (other than in respect of personal injury or death) shall not exceed in aggregate the sum of £1,000,000.
    2. The consultant shall maintain public liability and professional indemnity insurance in the amounts agreed with the Client and for the length of time sufficient to cover the Consultants liabilities under this Agreement provided that in either case such insurance is available at reasonable commercial rates.
    3. Save in respect of personal injury or death the Consultants liability in respect of the following matters (the “Excluded Matters”) whether in contract, tort, negligence, breach of statutory duty or otherwise is excluded.
      • Asbestos
      • Terrorism, and
      • Pollution and contamination

The Consultant’s liability in respect of any of the Excluded Matters is excluded, the relevant matters are outside the scope of this Agreement and the Consultant shall have no responsibility for advising or providing Services in connection with the relevant Excluded Matters and shall have no duty to consider the relevant Excluded Matters.

5. Copyright, Licences and Confidentiality

    1. The copyright in all drawings and other documents (including material in electronic form) provided by the Consultant to the Client remains vested in the Consultant. The Client shall have a licence to copy and use such material for the purposes for which they were provided and the Consultant shall not be liable for their use by any person for any purpose other than for which they were provided.  If the Client is in default of payment of any amount under this Agreement the consultant may revoke any licence granted by giving seven day’s notice.
    2. Neither party shall disclose to any person any private or confidential information concerning the business of the other party unless authorised by that party or if disclosed to either party’s professional advisors or insures or as permitted by law.

6. Termination

    1. The Client may terminate the appointment of the Consultant in the event of a breach of the Agreement of if the Consultant becomes insolvent by giving two week’s notice and the Consultant may terminate this agreement in the same manner if the same circumstances arise in relation to the Client. In the event of any such termination the Client shall pay the Consultant a fair and reasonable amount on account of fees due under this Agreement commensurate with the services performed to the date of termination and any outstanding expenses.
    2. If circumstances arise for which the Consultant is not responsible (including non payment of fees and expenses due under this agreement) and which the consultant considers make it irresponsible to continue to perform all or any of the services the consultant may terminate the appointment by giving two week’s notice. In such event the Client shall pay the Consultant a fair and reasonable amount on account of fees due under this Agreement and in respect of any Services to which the Consultant is irrevocably committed together with any outstanding expenses.
    3. Termination of the Consultants appointment under this Agreement shall not prejudice the accrued rights or claims.

7. Disputes and Differences

    1. The parties shall attempt in good faith to settle any dispute by mediation.
    2. Where this Agreement is a construction contract within the meaning of the Housing Grants Construction Regeneration Act 1996 (as amended) any dispute arising shall be referred to adjudication in accordance with the procedure stated in the schedule or if none is so stated the CIC model Adjudication Procedure current at the time of referral. If either party requests the adjudicator shall be nominated by the ACE.

8. General

    1. Neither party may assign or transfer any benefit or obligation under this Agreement without the prior written consent of the other party.
    2. Nothing in the Agreement confers or purports to confer on any third party any benefit or any right pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other applicable law or statute to enforce and term of the Agreement.
    3. This Agreement shall be governed by and construed in all respects in accordance with the laws of England.
    4. In this Agreement a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time as at the date of appointment.

9. Notices

Any notice under this agreement shall be in writing, shall be sent to the relevant party and shall take effect when it has been received by the Client or Consultant as the case may be.  It may be in any form, including electronic, provided that a permanent record exists.  Such notice shall be assumed to have been received within 2 days of issue.