- The scope of the Services to be provided to the Client by the Consultant will be agreed in writing between them.
- If the Client requires any additional services or any change to the agreed Services, the Consultant will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.
Commencement / Duration of Services
- If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date the Consultant begins to carry out any of the Services.
- The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Engagement.
Fees & Expenses
- The fees payable for the Services will be as agreed in writing between the Client and the Consultant. Unless otherwise specified, fees will be payable by monthly instalments against the Consultant’s invoices.
- Out of pocket expenses (including travel, telecommunications and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to the Consultant’s invoices unless otherwise agreed.
- The Consultant will be entitled to interest on overdue accounts at the rate of 10%, calculated on a daily basis from the due date until payment is received.
Information & Approval
- The Client will ensure that the Consultant is provided in good time with all information needed to enable the Consultant to perform the Services and the Consultant will be entitled to rely on that information.
- The Client will give all decisions and approvals in a timely manner and provide any additional assistance, which the Consultant may reasonably request.
Standard of Care
- The Consultant will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Consultant’s profession.
- The Consultant will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond the Consultant’s control.
- Copyright in all drawings, reports, documents and computer-generated data prepared by the Consultant will remain the property of the Consultant. Subject to the Client paying all fees and expenses, which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.
Liability & Insurance
- The Consultant will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to 12 months following completion of the Services.
- The Consultant will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.
- The Consultant may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them, which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.
- The Client may terminate the Appointment by notice to the Consultant if the Consultant commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.
- Upon termination the Client will pay the Consultant all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will in addition pay the Consultant an appropriate amount of compensation for the Consultant’s loss of anticipated profit.
- Termination will not prejudice the accrued rights and liabilities of the parties.
Law & Jurisdiction
- The agreement between the parties is governed by English law.
- Any disputes which cannot be resolved amicably will be resolved by the courts of England and Wales.
- Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.
Last Updated March 2011