Limitation: No action or proceedings for any breach of the Contract whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against the Firm after the expiry of 6 years from the date that the Firm finishes its services for the Employer under the Contract.

Applicable Terms: If any part of the Contract is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.

1. Provision 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. The Firm will use reasonable skill and care in the provision of its Services. Notwithstanding anything to the contrary contained in the Contract, the Firm shall not be construed as owing any greater duty than the use of reasonable skill and care in accordance with the normal standards of its profession.
2. Firm’s Total Liability: Subject always to the Firm’s liability in relation to claims for death, personal injury or fraud, the Firm’s total liability for any one claim or series of claims arising from the same originating or underlying cause under or in connection with the Contract (whether in contract, tort including negligence, breach of statutory duty or howsoever arising) shall not exceed £1 million, or any other amount stated in the Contract, whichever is the lesser.
3. 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.
4. 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. For the avoidance of doubt, should we be required to commence our services prior to receipt, agreement or completion of appointment, framework, purchase order, novation, collateral warranty, third party agreement, reliance letter or any other contract documentation, the Firm will not accept payment being subject to completion, agreement or approval of said documentation. The Employer is not at any time entitled to withhold fees pending completion, agreement or approval of said documentation.
5. Clearance of Payment: The Firm reserve the right to request clearance of payment prior to issue of reports, calculations, or detailing/design package. We have secure card payment options or, if preferred, BACS payment is possible.
6. Accounts: Accounts will be rendered monthly as the Services proceed and will reflect a fair and reasonable proportion of the Services completed. Where third party services are procured by the Firm in order to complete the scope of services for the Employer, the Firm is entitled to render these charges at any time and to charge an additional fee of 20% of the third-party services costs for administration and management of the third-party services. 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 4% above the Average Base Lending Rate of the four major clearing banks.
7. Inflation Adjustments: On longer term commissions or developments, in excess of 12 months, we reserve the right to increase any portion of unclaimed fees by the rate of inflation applicable on 1^st August each year.
8. Payment and Suspension: The Employer shall not withhold any fee properly due to the Firm without giving the Firm full details and reasons of their intention to withhold payment no later than 4 days prior to the date on which 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. The Firm shall have no liability for delay or damage caused by such suspension.
9. 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.
10. 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.
11. Firm’s Documents: The reports, drawings, bending schedules, calculation sheets and all other documents prepared by the Firm (“Designs”) are confidential to the Employer and their professional advisers and under no circumstances may they be passed on or reproduced in whole or in part, nor may they be relied upon by third parties for any use whatsoever. The Firm shall have no liability for any use by the Client of the designs for any purpose other than that for which it was prepared or provided by us.
12. 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 Conditions 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.
13. Copyright: Notwithstanding Condition 11 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. The Firm shall not be liable for the use of the Designs for any purpose other than that for which the same were originally prepared by us.
14. Building Information Modelling: For projects being undertaken utilising BIM then JNP’s services will meet the requirements set out in ISO 19650 for BIM Level 2. JNP will cooperate with the Design Team and Contractor to meet the Employers Information Requirements (EIR) and Asset Information Requirements (AIR) as set out within the agreed BIM Execution Plan (BEP), led by the Employers BIM Coordinator. JNP will produce discipline specific models relative to the services being provided. BIM coordination and production of the Federated Model is to be by others.
15. 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.
16. 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.
17. 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.
18. 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
19. 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.
20. Completion Dates: The Firm will exercise reasonable skill and care in accordance with the normal standards of our profession 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.
21. 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.
22. 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.
23. Exclusion of Services: Unless specifically covered in the fee offer, all other services are deemed to be expressly excluded.
24. Third-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 third-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 third-party information not being issued or a delay in receipt of third-party information this will affect the programme and the Firm reserves the right to charge for any additional costs incurred.

25. Collateral Warranties: If the Firm is required to enter into any collateral warranties or duty of care agreements, the Firm reserves the right to charge 5% of the fee associated with those Services requiring warranties or a minimum of £1000 to cover management and insurance costs. Any additional documents or copies will be charged at £200 plus Vat per copy.
26. Letters of Reliance: If the Firm is required to provide any letters of reliance, they shall be subject to a standard charge of £750 per report named in the letter of reliance to cover management and insurance costs.
27. Net Contribution Clause: The Firm’s liability under the Contract and any collateral warranties shall be limited to that proportion of loss 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 those other contractors, consultants and suppliers who were engaged in connection with the project shall be deemed to have provided contractual undertakings on terms no less onerous than the Contract to the Employer [or the collateral warranties to the Beneficiary] in respect of the performance of their services and shall be deemed to have paid to the Employer [or the Beneficiary] such proportion as it would be just and equitable for them to pay having regard to the extent of their responsibility.
28. Disbursements: The Firm will provide the Employer with an estimate of disbursements and expenses prior to incurring them. Such items include but are not limited to travel, printing, mapping, photocopying, surveys, audits, applications, third party contractors and other regulatory fees.

Disbursements and expenses may be charged to you as soon as they are known and approved. In all circumstances in which your instructions involve a significant amount of administration such as printing, photocopying, binding etc, the Firm shall be entitled to add an administration charge to our bills to cover such expense.

All third-party costs paid by the Firm on behalf of the Employer shall incur a 20% administration fee (unless agreed otherwise).

29. Acceptance of Documents: The Firm will not accept any consequences caused by the delivery of any drawings by others, either in electronic or hard-copy format, if they are not:

• accompanied by a formal Document Issue Register
• clearly annotated to show what revisions have been made since their previous issue

The Firm will require, free of any charge to the Firm, hard copy back-up prints or PDF electronic copy of any drawings by others that are sent to us in electronic format.  This is to enable us to check that third party e-drawings look as they are intended by their originator should we open or print them.

30. CDM Regulations 2015/The CDM Regulations (Northern Ireland) 2016 : It is assumed that the Employer is fully aware of their obligations as ‘Client’ under the CDM Regulations, and that they will comply with those obligations.  The owner of the site, or any party recognised as the ‘Client’ under the current CDM Regulations, has a duty under the CDM Regulations to investigate the site and provide the gathered information, with assistance from the Principal Designer to the Firm at the outset of the Firm’s engagement. This is a duty that cannot be delegated to the Firm. The Employer remains responsible for ensuring that the ‘Client’s’ duties are met (Industry Guidance and relevant clauses of the CDM Regulations). Further information can be found here.
31. The Building Safety Act 2022; Building Regulations 2010 (Amendment) (England) Regulations 2023; Part 2A – Dutyholders and competence: If your project is subject to a Building Regulations Application submission (applicable to England and Wales) and there is likely to be more than one Contractor working on the project, you must also formally appoint a ‘Principal Designer’ and ‘Principal Contractor’ to undertake these dutyholders responsibilities under the Building Regulations and sign off the Local Authority Building Control ‘Notice of Completion’. These appointees must have control of the design phase (Principal Designer) and building works (Principal Contractor) respectively. NOTE: these are separate formal appointments to the Principal Designer and Principal Contractor appointed under the CDM Regulations. We have assumed that the Architect (or another designer) has been appointed as Lead Consultant and will lead and control the coordination of designs by the other Consultants. JNP will not act in the capacity of ‘sole designer’ or ‘Principal Designer’ under the Building Regulations and therefore will not be authorised to sign the LABC Notice of Completion.

GEO-ENVIROMENTAL CONDITIONS OF CONTRACT

1. Site Investigation quotations are necessarily in the form of a schedule of rates or a Bill of Quantities. The estimated total value given is provided for guidance only and is based on assumed provisional quantities, based on what we currently know/infer about the site and likely ground conditions.  The final value and time for completion will depend on the actual work undertaken. If unexpected or unforeseen ground conditions are encountered at the site that necessitate different or additional investigation techniques to address, this would be identified to the Employer, and additional cost proposals would then be provided to investigate the issue. 
2. Site Investigation Conditions of Contract: Physical Site Investigation site works, and testing will be carried out in accordance with the ICC Infrastructure Conditions of Contract: Ground Investigation Version (2011), or such later edition or reprint published by the Association of Consulting Engineers and the Civil Engineering Contractors Association, except where amended by the Firms Conditions of Contract, which shall take precedence over all other terms and conditions. Design of site investigations will be carried out in accordance with the ACE Professional Services Agreement Advisory, Investigatory and other Services 2019.
3. Abnormal Working: Exploratory hole formation operations are to be performed without interruption in one visit during our normal working hours unless stated otherwise. The Firm has made no allowance for any abnormal working such as night or Saturday / Sunday working. The Firm shall require payment at an hourly rate detailed in our offer for all delays due to circumstances beyond our control including, but not limited to, the consequences of working in inter-tidal areas.
4. Traffic Management: Unless the Firm has specifically stated otherwise, no allowance has been made for the provision of any traffic control, watching, lighting or protection of the work. In the event of these proving necessary, the Firm shall require to be paid for the above at Dayworks Rates in the Current Schedule of Dayworks of the Civil Engineering Contractors Association.
5. Unavoidable Damage: Whilst the Firm will confine its site investigation operations to the minimum extents required for access and working areas, it cannot be held liable for any damage caused whilst at, or in gaining access to each exploratory hole or test position.
6. Access and Continuity: Any offer for site testing is based on drivable access being available for all our plant and equipment. In addition, we require to be able to work continuously from one test position to the nearest adjacent test position and all such positions must be suitable for immediate and unobstructed access for the plant and equipment stated in our offer. We shall charge for all additional costs incurred plus 20% (unless agreed otherwise) if this condition is not met.

Whilst we will endeavour to limit costs, if we cannot complete the proposed works due to circumstances outside of our control, abortive costs may be charged which could be up to the full cost of the hire of the sub-contractors and JNP time.

7. Services: During site investigation fieldwork the Firm shall not be held responsible for, and the Employer shall indemnify the Firm against, any claims arising from any damage or the consequence of any damage to mains and services such as cables, pipes, sewers, etc., the positions and nature of which are not clearly indicated in writing to us prior to the commencement of the Works. The rights and obligations under this condition shall be unaffected by any electronic or other searches we have made.
8. Reinstatement: Except where expressly stated, our offer makes no allowances for removal of turf, breaking out surface coverings or subsurface obstructions. Similarly, no allowances have been made for reinstatement other than the replacement of cut cores or sections and their temporary securing with site mixed grout or concrete as appropriate. The Firm’s rates include for backfilling exploratory holes and pits with arisings only as a safety measure, and not in a manner that is equivalent to the strength of the original ground. The Firm have not allowed for any further reinstatement subsequent to the original backfilling and accepts no liability for any loss or damage as a consequence of reusing arising material as backfill. The rates for backfilling with grout, if quoted, are based on grouting the theoretical borehole volume per metre. Should loss of emplaced grout occur the Firm require reimbursement at the standing time rate plus materials and any additional plant at cost plus 20% (unless agreed otherwise).
9. Security of Monitoring Installations: Where long term tests or instrumentation have to be left unattended, the Employer is required to provide adequate watching, lighting and security. All losses and damage to our equipment or instrumentation would be charged at replacement cost plus 20% (unless agreed otherwise). In this connection we require the Employer’s representative to accept in writing and take responsibility for all completed installations as soon as they have been commissioned and remain responsible for any consequences of damage thereto.
10. Personal Protection Equipment: On contaminated land sites; should we consider that additional personal protective / safety equipment, ablution facilities etc are necessary, then the additional charges will be levied at cost plus 20% (unless agreed otherwise) with all delays chargeable at the appropriate hourly rate. Additionally, we would reserve the right to renegotiate the rates for execution of the Works.
11. Adequacy of testing: The Firm accepts no liability as to the adequacy of testing (including Waste Acceptance Criteria testing) instructed by others. Unless otherwise expressly stated, the Firm shall not be responsible for interpretation of any such testing.
12. Testing Liability. The Firm’s liability under any contract for testing shall be strictly limited to the invoice value of the analyses performed.
13. Management of Hazardous Soils: Our offer makes no allowance for the containment of arisings and/or disposal of samples and/or arisings from a site which are deemed hazardous under the European Waste Catalogue 2002 (and subsequent updates). All such material shall be collected and disposed of by the Employer, at no cost to the Firm.
14. Laboratory Testing Programmes: Unless specifically defined otherwise in our offer, laboratory test results will generally be reported within 10 working days (14 calendar days) of receipt of the samples for test or the testing schedules, whichever is later. Turnarounds can be expedited, but only upon an instruction from the Employer, and agreement of additional fees.