These conditions (“Conditions”), which are construed to be under English Law, are applicable to the appointment of jnpgroup (“the Firm”) by the “Employer” for the provision of Consulting Engineering Services on the Project. They should be read in conjunction with other documents and/or the correspondence comprising the Firm’s offer and these documents shall collectively comprise the contract (“Contract”) between the Firm and the Employer. Where there is any discrepancy between clauses in different documents, the clauses in this document shall apply.
- Provisions of Services: The Contract for the provision of Consulting Engineering Services (”Services”) incorporates the Association of Consulting Engineers Agreement as referred to in the quotation documentation, except where they are amended by the Conditions herein.
- Firm’s Total Liability: The Firm’s total liability for the provision of Services is limited to £1 million (unless agreed otherwise) each and every claim, or any other amount stated in the Contract, whichever is the lesser.
- Firm’s Fees: The Firm’s fees are exclusive of any allowance for VAT. When payment is made VAT, as appropriate, is to be added at the current standard rate.
- Commencement of work: The Firm require written agreement of the fee by the Employer prior to commencement of work. Once this has been received, we will continue work unless given written instruction to stop. If we have already started the work, we have the right to invoice the work carried out to date.
- Clearance of Payment: The Firm reserve the right to request clearance of payment prior to issue of reports or calculations. We have secure card payment options or, if preferred, BACS payment is possible.
- Accounts: Accounts will be rendered monthly as the Services proceed and will reflect a fair and reasonable proportion of the Services completed. Payment of accounts without retention or discount is required within twenty-eight days from the date of invoice, interest being chargeable on overdue accounts at 2% above the Average Base Lending Rate of the four major clearing banks.
- Payment and Suspension: The Employer shall not withhold any fee properly due to the Firm without giving the Firm full details and reasons of his intention to withhold payment no later than 4 days prior to the date which on payment becomes due. If payment is withheld and no such fully detailed notice is issued in accordance with the above timescales, the Firm reserves its right to suspend all or part of the services until such time as it is fully paid up by the Employer, subject to issue of 7 days notice to the Employer stating the grounds on which the services are to be suspended.
- Offer Period: The Firm’s offer will remain open for acceptance for a period of 30 days from the date on our covering letter (unless agreed otherwise). If for any reason the Firm is not permitted to commence the Work within 30 days of acceptance of our offer, we reserve the right to re-negotiate.
- Geographical Limitation: Any prices or rates quoted, or standard schedules included, relate to the Services being carried out within the United Kingdom unless specifically stated to the contrary.
- Firm’s Documents: All reports, drawings, bending schedules, calculation sheets and all other documents prepared by the Firm (“Designs”) are private and confidential between the Employer and the Firm and they may not be used or relied upon by any other party without the prior consent of the Firm.
- Title of Documents: Title in the Designs, together with all the information contained therein, and all data generated under the Contract between the Firm and the Employer, shall remain vested in the Firm but when the Employer has discharged all its obligations under clauses 3 and 6 above, a non exclusive licence to use the Documents shall be granted to the Employer, the Firm assuming no obligations to third parties and having no liability in relation to the use of the Documents other than for the purposes for which they were originally prepared
- Copyright: Notwithstanding Condition 10 above, the Employer will nevertheless be granted a licence to reproduce the Designs for the purposes of completing the project for which they were intended.
- Consequential Loss: Under no circumstances shall the Firm be liable to the Employer for any indirect or consequential loss suffered by the Employer relying on the information included in the Designs prepared by the Firm including (without limitation) loss of profit, loss of contracts or pure economic loss.
- Termination of Services: In the event that the Employer terminates our services, without just cause, the Firm reserves the right to charge for loss of revenue in line with the ACE Conditions including costs of re-direction of resources and loss of profit.
- Disputes: Where the Employer intends to use any Designs or information provided by the Firm in any litigation or dispute resolution procedure of any kind then the Employer will both advise the Firm in writing and seek the Firm’s approval prior to using them. The Firm reserves the right to refuse to provide copies of Designs for use in litigation or other disputes involving the Firm.
- Adjudication: The Employer accepts that any disputes can be referred to Adjudication as set out in the current version of The Housing Grants, Construction and Regeneration Act 1996
- Total Liability: The total liability of the Firm to the Employer whether as to specie, quantum or duration of liability, is set out in the Contract and no other obligations are to be implied into the Contract, whether as to the giving of bonds, warranties or guarantees.
- Completion Dates: The Firm will use all reasonable endeavour to meet quoted completion dates. However, time is not the essence of the Contract and the Firm will not be liable in cases of late reporting, however caused, nor shall lateness be deemed to be a breach of Contract or an act of negligence.
- Changes to Designs: Changes to any Designs completed or part completed requested by the Employer, or any other party beyond our control, will be charged to the Employer on a time basis at agreed rates.
- Exclusion from Fee: Unless specifically stated, the Firm’s fees do not include for the costs of any services or data which may be required from other Consultants, Authorities or Specialists such as site investigations, traffic counts, flood data, sewer records and the like, or any other services or data not specifically referred to in correspondence between the Firm and the Employer, but which are deemed to be necessary by the Firm for the proper execution of the Services.
- Exclusion of Services: Unless specifically covered in the fee offer, all other services are deemed to be expressly excluded.
- 3rd Party Information: The Firm will rely on the accuracy of all third party information provided by the Employer or Employers Representative in all aspects of the Services and will not carry out checks on the correctness of the supplied information. Should the information which is suppled not be correct this may affect the outcome of the services provided by the Firm. The Firm cannot accept any responsibility or liability due to the consequences of the supplied information being incorrect.
We may visit the site as part of our familiarisation process, but whilst there, we will not specifically check the validity of any 3rd party information provided to us. The liability for the accuracy and completeness of all third party information remains entirely with the providers of that information.
Any changes to third party information may affect the outcome of the services provided by the Firm and as such must be referred back to the Firm for comment, the Firm cannot accept any responsibility or liability due to the consequences of changes to this information which have not been referred back to us.
In the event of 3rd party information not being issued or a delay in receipt of 3rd party information this will affect the programme and the Firm reserves the right to charge for any additional costs incurred.
- Collateral Warranties: If the Firm is required to enter into any collateral warranties, the Firm reserves the right to charge 5% of the fee associated with those Services requiring warranties or a minimum of £750 to cover management and insurance costs.
- Net Contribution Clause: The Firm’s liability for costs under the Contract and any collateral warranties shall be limited to that proportion of such costs which it would be just and equitable to require the Firm to pay having regard to the extent of the Firm’s responsibility for the same and on the basis that all other designers including specialist sub-contractor designers shall be deemed to have provided similar contractual undertakings to the Employer (or, under any collateral warranty, to the beneficiary) and shall be deemed to have paid such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.