In these terms “the Consultant” means Baker & Associates Ltd and “the Client” means the company, organisation or individual to which the proposal or quotation is addressed.
The Consultant shall, in performing the services and discharging its obligations, exercise reasonable skill and care in conformity with the standards applicable to a consulting engineer experienced in carrying out projects of a similar size and complexity to the project being carried out on behalf of the Client. Each obligation of, and each service provided by, the Consultant shall be subject to the exercise of such reasonable skill and care.
Unless fees are payable in advance, payment is due 30 days from the date of invoice. Overdue accounts will accrue interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and shall be added to all amounts remaining unpaid after the final date for payment. In the case of non-payment more than 90 days from the date of invoice, the Consultant reserves the right to suspend or terminate its services without penalty and to submit an invoice in respect of all previously unbilled charges. All outstanding debts become payable immediately. Interest will continue to accrue after any suspension or, as the case may be, termination of services. In the event of the project being altered or cancelled after commissioning, the Consultant reserves the right to charge the Client all reasonable costs and expenses already incurred.
The Client may not withhold or reduce any sum payable to the Consultant by reason of claims or alleged claims against the Consultant. All rights of set off which the Client may otherwise exercise in common law are hereby expressly excluded.
Nothing in this Agreement between the Consultant and the Client confers or purports to confer on any third party any benefit or any right to enforce any term of this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999. No duty of care is owed to any Third Party save to the extent that such a duty is conferred by statute.
The title, copyright and all other intellectual property rights of all reports, advice, drawings, or design calculations provided is retained by the Consultant until payment for the work has been made in full. Copyright on all the above is retained permanently unless expressly assigned in writing.
The Consultant will retain record copies of data, correspondence, drawings etc. for a period of 6 years (unless the Contract is under Seal in which case the period will be 12 years). Thereafter all materials (drawings, discs, returns etc.) will be destroyed unless agreed otherwise in writing between the parties before the due date of destruction. The Consultant reserves the right to retain electronic documents only.
Where the Consultant is requested to provide Consultant Warranties or enter into other Third-Party Agreements and the terms of these documents have not already been agreed, the Consultant is prepared to negotiate the terms of such documents and the additional fee, if any, that should be paid to the Consultant for entering into them. The Client shall not withhold payment of fees, pending agreement to such documents.
The Consultant maintains Professional Indemnity Insurance but is obliged to point out that there are exclusions including War & Terrorism, Asbestos Risks, Nuclear Risks, Pollution, and Basement drainage systems. Basement drainage systems should be designed by a third party with the Consultant designing from any below ground discharge points. The Client is not insured for intrusive surveys. Any survey or as installed information we do produce is indicative only and shall be checked by the contractor or client using appropriate safe methods.
The Consultant, may under some circumstances, appoint an appropriately qualified and accredited Sub-Contractor to perform the Consultancy Services. The Consultant will remain responsible for the acts or omissions of any Sub-Contractor retained to complete the Consultancy Services.
In the event of delays to a project outside the Consultant’s control for more than three months at any stage between appointment and start on-site, or similarly, where a construction contract has been prolonged for more than one month, the Consultant shall be entitled to additional fees in respect of the period of delay/prolongation to cover any additional costs that it has incurred as a result including in respect of any additional site attendance, design development, meetings etc.
The Consultant does not accept responsibility to identify the existence, condition or location of underground pipelines, services, structures, and the like. Any information that we do include on drawings will have been gleaned from record drawings, visual inspections, and the like. The Client shall always commission an intrusive survey and investigation to be carried out by appropriate contractors in advance of site works proceeding.
Notwithstanding otherwise anything to the contrary contained in this Agreement, the liability of the Consultant for any claim or claims made against it shall not exceed such sum as it is fair and reasonable for the Consultant to pay having regard to its responsibility for the alleged loss or damage in question and on the assumptions that:
The consultant’s liability for loss or damage arising out of, or in any way connected with, the performance of its services and/or the performance of its obligations and duty the Consultant under the contract shall in any event not exceed the lesser of its net contribution [calculated in accordance with clause 11 above] and [the minimum level of professional indemnity insurance that it is required to carry [by clause 8] above] [or] [the size of its fee for this project multiplied by two]. The liability of the consultant shall not exceed in time 6 years from the date of practical completion or from the date of the last services performed under this Agreement, whichever is the earlier.
The Agreement between the Consultant and the Client, and any disputes that arise under or pursuant to it, shall be subject to the laws of England and Wales.
If any part of these terms is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.