“Client” means the person or organisation entering the Agreement.

“Consultant” means Mendip Timber Designs Ltd.

“Fee(s)” means the remuneration for the Services payable to the Consultant under the Agreement.

“Project” means the project in respect of which the Services are to be provided.

“Services” means the work to be undertaken by the Consultant under the Agreement.

   

All fees and charges submitted by other specialists sub-contracted by prior agreement with the client shall be the responsibility of and payable by the client.

Every care will be taken when carrying out client instructions. No responsibility is accepted for errors or matters beyond our reasonable control or our professional engineering expertise.

   

The Consultant shall exercise the reasonable skill, care and diligence to be expected of an appropriately qualified professional consultant of the same discipline as the consultant holding itself out as having the competence and resources to perform the Services.

   

The Agreement shall be deemed to commence on the earlier of the Consultant’s receipt of a signed Appointment Confirmation from the Client or the date upon which the Consultant commences performance of the Services and will continue until completion of the Services or earlier termination in accordance with these Terms of Engagement.

   

The Consultant shall request, and the Client shall supply, information, assistance and decisions in a timely manner. The Consultant shall use reasonable endeavours to adhere to the programme agreed for the Services unless it is unable to do so for reasons beyond its control (including acts or omissions of the Client or third parties).

   

Copyright in all drawings, reports, opinions, calculations and other documents and information prepared by or for the Consultant will remain vested in the Consultant. The Client, subject to payment of all fees and disbursements due under the Agreement, shall have a licence to copy and use all such documents for any purpose related to the Project (but not to reproduce any drawings, reports, specifications, bills of quantities, calculations and other documents and information for any extension of the Project).

   

Unless expressly agreed in writing, the Consultant shall have no duty to:-

a) Provide advice on actual or possible pollution or contamination or any related risk (whether past, present or future),

b) Design or take measures to prevent or mitigate the effect of terrorism,

c) Provide advice in relation to asbestos or materials containing asbestos or to consider these matters as influencing any aspect of the Services,

d) The Client is solely responsible for deciding the extent to which pollution, contamination, terrorism or asbestos should be investigated and for taking appropriate steps in that regard.

   

The Consultant maintains professional indemnity insurance and will use all reasonable endeavours to maintain such insurance for so long as it has any liability under the Agreement. Information concerning the Consultant’s professional indemnity insurance will be supplied upon request.

   

Except for liability for death or personal injury, the maximum aggregate liability of the Consultant to the Client under or in connection with the Agreement (whether in contract or in tort (including negligence) or for breach of statutory duty) is limited to the amount specified in the fee proposal letter. If no such amount is specified, such liability is limited to the amount of the Consultant’s professional indemnity insurance. Mendip Timber Designs Ltd maintains professional indemnity insurance in the sum of £2 million for any one claim.

Without prejudice to the above limitation or any other exclusion or limitation of liability available to the Consultant, the Consultant’s liability for loss or damage suffered by the Client in the event of any breach of this Agreement is limited to the proportion of such loss or damage that it would be just and equitable to require the Consultant to pay having regard to the extent of responsibility of the Consultant for the same and on the assumption that:

a) All contractors and sub-contractors and other Consultants employed by the Client for the Project have provided contractual undertakings to the Client on terms no less onerous than those set out in this Agreement in respect of the carrying out of their obligations in connection with the Project;

b) There are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between the Client and any such persons; and

c) All such persons have paid to the Client such sums as it is just and equitable for them to pay having regard to the extent of their responsibility for such loss or damage.

We will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or a failure of you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the relevant authorities.

The limitation period within which proceedings may be commenced under the Agreement shall expire six years after completion of the Services.

   

The Client will pay the Consultant the Fee as specified by the Consultant in writing and agreed by the Client. The Fee shall be payable in instalments in accordance with the fee proposal letter. The Fee may be lump sum, time-based or calculated as a percentage of the Project Cost.

The Fee shall be adjusted if the performance of the Services is materially delayed and/or disrupted for any cause outside the Consultant’s reasonable control. The adjusted Fee shall be specified by the Consultant in writing and agreed by the Client. The adjusted Fee is then the Fee.

   

Disbursements will be added to as required to fees.

   

  Payment of each invoice shall become due on submission of the invoice by the Consultant to the Client. Within 5 days of receipt, the Client shall give notice of the amount due to the Consultant, but in the absence of any such notice, the amount due shall be as stated in the invoice. The final date for payment of each amount due to the Consultant shall be 30 days from the date of submission of the invoice to the Client. Interest will accrue (and be recoverable as a debt) on any overdue amount at the rate of 8% over the base lending rate at HSBC Bank PLC calculated on a daily basis. We reserve the right to suspend work on the Project where accounts are outstanding after 30 days, other than by prior agreement.

If it is necessary to carry out work outside of the agreed brief then this work will involve additional fees.

If the Client wishes to make any deduction from any payment due to the Consultant, it shall give notice not later than 7 days before the final date for payment showing the amount(s) to be deducted and the ground(s) for making each deduction. The Client shall not withhold any part of an invoice in respect of which no notice of withholding has been given.

Sums due under the Agreement are exclusive of VAT which shall be added by the Client and paid to the Consultant at the applicable rate with each payment due to the Consultant.

   

The Client may terminate the Agreement or suspend any Services by two weeks notice to the Consultant at any time.

The Client may terminate the Agreement by notice to the Consultant if the Consultant commits a material breach of the Agreement and it fails to take steps to remedy the breach within two weeks of being required to do so in writing.

The Consultant may terminate the Agreement by two weeks notice to the Client at any time in the event of a breach by the Client which is not remedied within the notice period.

On termination or suspension, the Client shall pay for all Services carried out to the date of termination or suspension and the Client shall reimburse the Consultant all expenses unavoidably incurred by the Consultant.

   

Any dispute over the level of service received should be dealt with in the first instance by the director of the practice Tom Hornshaw. The parties will endeavour to resolve any dispute amicably. Each of them shall in good faith consider any proposal by the other that a dispute be referred to mediation.

   

The Agreement shall be governed by English law.

   

Neither party shall assign its interest in the Agreement without the prior written consent of the other.

   

Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.

   

Mendip Timber Designs Ltd

46 Grenville Avenue, Locking, Weston-Super-Mare, BS24 8AR