TERMS OF BUSINESS
Engineering Services Consultancy (ESC) intend to supply their service with reasonable care and skill and will act in good faith at all times.
ESC will undertake all services on the basis of these Terms of Business, which shall apply to the exclusion of any other terms and conditions which the Client may seek to impose. The Terms will not be varied unless agreed in writing between a Director of ESC and the Client.
FEES: Professional fees will be charged in accordance with the fee quote attached or previously sent. In the event of a change in the scope of duties and or instructions, ESC reserves the right to charge an additional fee.
In addition to fees, ESC reserves the right to charge reasonable out of pocket expenses (unless agreed otherwise) incurred in undertaking duties performed including plan copying/printing, photographic development and reproduction charges, courier charges, travelling costs, accommodation and subsistence costs.
VAT will be charged in addition to all fees, disbursements and any other payment due from the Client to ESC.
In the event of instructions being terminated by either party, for any reason, ESC will be entitled to charge a fee either a quantum merit basis, or on an ‘hours spent’ basis using hourly rates or on a fair and reasonable proportion of what ESC would have been entitled to.
PAYMENT: ESC will invoice the Client for fees due as set out in the fee quotation. Invoices are due for payment 28 days from invoice date. ESC shall be entitled to charge the Client interest (both before and after any judgement) on any unpaid invoice at a rate of 3% per annum over the base rate for the time being of Barclays Bank plc from the date which is 28 days after the date of invoice until the payment is made. Without prejudice to any other rights it may have, in the event that any other sum due from the Client to ESC remains unpaid for more than 28 days ESC shall be entitled to suspend all further work for the Client until such time as the relevant payment is made and ESC shall be entitled to suspend all further work for the Client until such time as the relevant payment is made and ESC shall not be liable for any delays, losses, costs or expenses occasioned by such suspension.
CLIENTS WARRANTY AND INDEMNITY: The Client hereby represents and undertakes to ESC that all information provided by the Client and/or it’s professional advisers regarding the Property is complete and correct, that there are no other material facts known to the Client regarding to the Property which may be relevant to ESC in carrying out its instructions.
Other than any losses, damages, costs and expenses arising by virtue of the default or negligence of ESC, the Client shall indemnify ESC from and against all losses, damages, costs and expenses, including legal fees on a solicitor and own client basis, arising out of or by virtue of the Client’s instructions to ESC
ESC’s liabilities shall be limited to the duties it has undertaken to provide as a Professional Consulting Engineering Company
COPYRIGHT: The copyright of all specifications, reports, drawings, accounts, design and artwork and other documents originated by ESC relating to its instruction remain the property of ESC.
TERMINATION: The termination of ESC’s appointment shall not affect any right accrued by either party prior to that date.
Either party may terminate ESC’s appointment immediately by giving written notice if the other party: –
- Has a receiver, administrative receiver or administrator appointed over all or any part of its assets or undertaking; or
- Passes a resolution to wind up or has a liquidator appointed; or
- Ceases or threatens to cease trading
ESC shall be entitled to terminate its appointment by the Client in the event that the Client: –
- Fails to pay any sum due to ESC within 90 days of the due date; or
- In the reasonable opinion of ESC refuses or neglects to provide the co-operation necessary for ESC to carry out its instructions or the conduct of the Client otherwise renders the performance of ESC instructions impracticable
GENERAL: A person who is not a party to the contract (including without limitation any employee, officer, agent, representative or subcontractor of either party) shall not have the right to enforce any term of the contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of ESC and the Client.
These conditions are subject to English Law and parties irrevocably submit to the exclusive jurisdiction of the English Courts for the resolution of all disputes arising between the parties save that as this clause is for the exclusive benefit of ESC, it shall retain the right to bring proceedings against the Client in any Court which has jurisdiction under the 1968 Brussels Convention.
Engineering Services Consultancy Ltd
26 April 2022