| 1 |
DEFINITIONS |
| (a) |
"The Client" means the person named in the Contract. |
| (b) |
"The Consultant" means Robert Long Consultancy Ltd or any person sub-contracted or taken into partnership by them to carry out work in connection with the Project. |
| (c) |
"The Project" means the consulting work, the Title, nature and scope of which are set out in the Proposal. |
| (d) |
"The Proposal" shall mean the technical proposal as detailed in The Contract and on any supporting documents referred to or deemed to be incorporated therein. Unless otherwise agreed in writing, "The Proposal" is valid for acceptance by The Client for a period of 28 days from the date thereof. |
| (e) |
"The Contract" means the Agreement formed between The Consultant and The Client.
|
| 2 |
GENERAL |
| (a) |
The conditions set out below shall with The Proposal constitute the terms of The Contract. The Contract shall be formed by The Client returning to The Consultant a copy of The Proposal duly signed by or on behalf of The Client. |
| (b) |
No other conditions or terms shall be incorporated in The Contract unless expressly agreed in writing by the parties. |
| (c) |
Notwithstanding non compliance with the provisions of (a) above, or in circumstances where no Proposal has been prepared, a Contract shall be deemed to have been formed and the Terms and Conditions herein applicable in the event that The Consultant commences work on the verbal instructions of The Client.
|
| 3 |
CLIENT'S PROPERTY
|
 |
The
Consultant shall not be liable for any loss, destruction of,
theft of or damage to items or property owned, leased or
loaned by The Client and supplied to The Consultant in
connection with The Project, except to the extent that the
same can be shown to be due to negligent acts or omissions of
The Consultant or anyone employed by them.
|
| 4 |
PRICE |
| (a) |
The Price shall be exclusive of Value Added Tax. |
| (b) |
Subject to (c) and (d) below The Price will be as stated in The Proposal or as may be otherwise agreed. |
| (c) |
Before carrying out any alterations or additions to The Contract, The Consultant shall advise The Client in writing of the estimated price and effect on the programme and completion date. The Client shall as soon as practicable but no later than within 30 days notify The Consultant that the estimated price is acceptable but if not either party may, subject to the provisions of Clause 13, terminate The Contract by giving to the other 30 days notice and the provisions of Clause 5 (c) shall apply. |
| (d) |
The Consultant reserves the right to vary The Price on the happening of any of the following which directly or indirectly affects The Contract: |
|
(i)
|
Any increase in costs arising after submission of The Proposal and during the period of The Contract due to circumstances beyond The Consultant's control or which were not reasonably foreseeable when The Proposal was submitted |
|
(ii) |
Any delay, interruption or suspension of work which is not due or attributable to the fault of The Consultant |
|
(iii) |
Any breach by The Client of its obligations hereunder. |
| (e) |
Where for any reason a price has not been agreed for work done or to be done under The Contract then notwithstanding the provision of (c) above The Client shall pay for such work on a time and materials basis in accordance with The Consultant's standard rates from time to time in force.
|
| 5 |
PAYMENT |
| (a) |
All payments shall be made by The Client within 28 days of the date of The Consultant's invoice and The Consultant reserves the right to require progress payments at monthly intervals. |
| (b) |
Where any payment due has not been paid by The Client 28 days after the date of an invoice, The Consultant shall be entitled to charge interest on the amount outstanding from the date of the invoice at a rate per annum equal to 2% above National Westminster Bank base rate for the time being in force and recover all legal fees incurred in collecting such outstanding amounts. |
| (c) |
In the case of projects terminated by either party, The Client is responsible for paying in full within 28 days of the termination all payments due to the date of termination.
|
| 6 |
SUSPENSION
|
|
Work by The Consultant may be wholly or partly suspended and the time of such suspension may be added to the original period of The Project in the event of overdue payments, stoppage, delay or interruption of work during the period of The Project as a result of strikes, other industrial disputes, breakdown, accident, sickness, failure by The Client to give adequate instructions or approvals, or any cause whatsoever beyond the control of The Consultant.
|
| 7 |
DURATION AND COMPLETION |
| (a) |
The Consultant will make every reasonable effort to perform and carry out The Project within the time specified in The Contract. |
| (b) |
Delays in completion of The Project shall not render The Consultant liable under any circumstances for economic loss.
|
| 8 |
SAFETY AT WORK |
| (a) |
The Client shall provide without charge and in such reasonable time as not to delay the performance by The Consultant of his
services under The Contract all information which may be material relating to the site at which the services are to be provided and in particular any conditions which may be prejudicial to health the working environment or safe working practices
including (inter alia) the location of underground installations, pipework, cables and toxic or hazardous waste and substances. |
| (b) |
Subject to the above The Consultant will provide the agreed services and The Client will make available the site without interruption so as to enable The Consultant to perform its obligations under The Contract.
|
| 9 |
EXCLUSION AND INDEMNITY |
| (a) |
The liability of The Consultant to The Client for any loss, damage or expense arising from any cause whatsoever and whether in contract, tort or breach of statutory duty (other than negligence resulting in death or personal injury) shall not, for any one event or series of incidents arising out of one event exceed the sum £500,000.00 or five times The Contract price whichever is the lesser. |
| (b) |
The Client shall at all times indemnify and keep indemnified The Consultant in respect of all claims loss damage injury or expense suffered by The Consultant or any third party for which The Consultant may become liable in connection with the carrying out of The Project including any liability in excess of the limit referred to in (a) above. |
| (c) |
The Consultant shall not be liable for any fault or defect in the services provided or the completed project which is attributable or traceable to any inaccurate data or other information source provided by The Client his nominated contractor or agent or any local or statutory authority.
|
| 10 |
TECHNICAL INFORMATION |
| (a) |
The Client shall supply free of charge all pertinent data and information and give such assistance as shall be required by The Consultant for the carrying out of The Project. |
| (b) |
Any drawings, models, samples or other matter submitted by The Consultant to The Client and vice versa with The Proposal and used during the course of The Project are confidential and must not be copied or transmitted to any third party excepting those advising The Client on matters pertaining directly to The Contract or used for any other purpose whatsoever. The drawings, models, samples and other matter remain the property of whichever party supplies them unless specially agreed otherwise in writing and must be returned on request. If so requested either party may request the other to obtain undertakings from such third parties in terms which will give effect to this Clause. |
| (c) |
The Consultant shall be entitled to make use of the technical information referred to above free of charge for its own purposes. |
| (d) |
Samples will be retained by The Consultant for a period of 3 weeks from submission of the report to which they relate and unless instructed by The Client to the contrary will then be disposed of.
|
| 11 |
CONFIDENTIALITY OF INFORMATION
|
| (a) |
Any information relating to The Client's operations shall be regarded as confidential and will not without the prior written consent of The Client be used (except in connection with The Project) published or disclosed by The Consultant. This restriction does not apply to information which is, or at the time of publication or disclosure, has become public knowledge. |
| (b) |
The Project shall be maintained on a confidential basis between The Consultant and The Client and no information shall be released during The Project to any third party except by mutual consent of both The Consultant and The Client.
|
| 12 |
INTELLECTUAL PROPERTY
|
| (a) |
Copyright in all original drawings, designs, proposals, reports and other written matter originating from The Consultant whether made pursuant to The Proposal or otherwise shall remain vested in The Consultant at all times. |
| (b) |
All other Intellectual Property and know-how developed by The Consultant during The Project shall belong to The Consultant.
|
| 13 |
TERMINATION
|
|
The Client or The Consultant may terminate The Contract by giving written notice by recorded or registered post to the other party where it considers termination justified on the grounds that no further purpose would be served by continuing The Project. Notice of termination will only be given by either party after consultation with the other party of the reasons for the intention to give such notice.
|
| 14 |
ARBITRATION |
|
Any dispute or difference arising out of The Contract shall be referred to the arbitration of a person to be mutually agreed upon or failing agreement to some person nominated by the President of the Law Society. The decision by the Arbitrator shall be final and binding upon and enforceable against the parties
PROVIDED that before any such reference is made or in any circumstances where there is a complaint over any matter pertaining to the performance of any of the obligations of the parties hereunder it shall be incumbent; |
|
(a) |
upon the party making the complaint to specify the nature thereof to the other party (in writing if required) with a view to resolving the cause of the complaint. The party against whom the complaint has been made must then be given a reasonable opportunity to take such remedial action as may be possible and appropriate |
|
(b) |
in the event the parties failing to resolve their differences under (a) above, on both parties joining in to appoint and agreeing to be bound by the decision of a suitably qualified expert to act as a conciliator with intent to resolve any dispute or difference out of which the complaint has arisen.
|
| 15 |
POST TERMINATION
|
|
Terminations by notice of this agreement by whatever means shall not affect the provisions of Clauses 5, 6, 10, 11 and 12 hereof.
|
| 16 |
COMMUNICATIONS
|
|
All communications to The Client shall be sent to the address appearing in The Proposal unless some other address has been notified in writing to The Consultant. All communications to The Consultant shall be sent to the address of The Consultant set out in The Proposal or such other address as may be notified from time to time.
|
| 17 |
FORCE MAJEURE
|
|
In the event that either party is delayed or impeded in the performance of its obligations hereunder by any cause beyond its reasonable control it shall be entitled to such extension of time for such performance as may be fair and reasonable in all the circumstances.
|
| 18 |
LAW
|
|
The Conditions together with The Proposal shall be read, construed and governed by The Laws of England. |
