These terms and conditions shall apply to services provided by Stace LLP unless otherwise stated in writing and whether instructions to proceed with the services are given in writing or verbally. The term “the Employer” used throughout these terms and conditions shall mean the individual or entity which has engaged the services of Stace LLP.
2. Stace LLP Obligations
Stace LLP shall provide the services with reasonable skill, care and diligence.
3. Employer’s Obligations
The Employer shall ensure that there shall be made available to Stace LLP such information and assistance as is required by Stace LLP from the other parties involved with the project to enable Stace LLP to perform the services in an efficient and economical manner.
Neither Party shall assign the whole or any part of this Agreement without the consent of the other in writing. Such consent shall not be unreasonably withheld.
5. Services and Fees and Payment
5.1 Services to be carried out by Stace LLP shall be as described in correspondence passing between Stace LLP and the Employer.
5.2 All fees quoted or otherwise payable are exclusive of Value Added Tax which will be added in accordance with the current legislation.
5.3 The fee payable to Stace LLP shall be the amount stated in correspondence passing between Stace LLP and the Employer.
5.4 The fee shall become payable to Stace LLP in equal monthly instalments.
5.5 If Stace LLP is requested by the Employer to carry out additional services, the fee payable to Stace LLP for such additional services shall be calculated on a time charge basis OR pro rata the agreed fee; whichever is the most appropriate.
5.6 All accounts are due to be paid upon receipt of the account.
5.7 Any account or part thereof which remains unpaid in excess of 28 days after the date of the account shall carry interest at the rate equal to 4% per annum above Barclays Bank Plc base rate applicable at the account date to the date of payment on the amounts outstanding.
6. Professional Indemnity Insurance
6.1 Stace LLP is required to comply with the regulations of the Royal Institution of Chartered Surveyors in respect of the maintenance of professional indemnity insurance. Stace LLP shall use reasonable endeavours to take out and maintain professional indemnity insurance in the amount of not less than £1,000,000 for each and every claim, provided that it is available at commercially reasonable prices.
6.2 Stace LLP shall on the written request of the Employer provide evidence that the insurance is properly maintained.
6.3 Stace LLP shall immediately inform the Employer if the insurance referred to in Clause 6.1 above ceases to be available at commercially reasonable rates in order that the best means of protecting the respective positions of the Employer and Stace LLP can be implemented.
The copyright of documents prepared by Stace LLP is reserved to Stace LLP but the Employer shall have a royalty free non-exclusive licence to use such documents for the purpose for which they were prepared providing all fees properly due have been paid.
8. Suspension and Termination
8.1 If the Employer sells, suspends or abandons the project to which the services relate after engaging Stace LLP, Stace LLP’s appointment may be suspended or terminated as the case may be on the expiry of not less than 28 days’ prior written notice. Upon such suspension or termination Stace LLP will be entitled to a payment in respect of the services that have been rendered up to the time that the said notice expires. In addition to the above payment Stace LLP will be entitled to be reimbursed for all expenses and disbursements incurred or to be incurred or obligations entered into or to be entered into in connection with the performance of the services and to a further payment representing loss of profit to Stace LLP if the services had been fully performed.
8.2 Stace LLP shall be entitled to terminate it’s obligations to perform the services by giving written notice to the Employer in the event of default by the Employer in respect of its obligations hereunder. If the appointment of Stace LLP is terminated pursuant to this condition Stace LLP shall be entitled to a payment from the Employer calculated on the basis set out in Clause 8.1 of these conditions.
8.3 Termination shall be without prejudice to the Rights and Remedies of the parties.
In the event that the Employer has a complaint in respect of the performance of the Stace LLP’s services under any agreement to which these terms and conditions relate, without prejudice to any other remedy available under these terms and conditions, he shall be entitled to have access to the complaints handling procedure maintained by Stace LLP, written copies of which should be available on request from Stace LLP.
10.1 If a dispute arises out of any appointment to which these terms and conditions relate, the Employer and Stace LLP shall attempt to agree a settlement in good faith.
10.2 If the dispute is not thus resolved either the Employer or Stace LLP may at any time give notice to the other in writing that he wishes to refer the dispute to an adjudicator, provided the contract is in writing and/or is not with a residential occupier. The person who is to act as the adjudicator shall be agreed between the Employer and Stace LLP within 2 days of such notice having been given or, failing agreement, be a person appointed by the President or Vice-President of the Royal Institution of Chartered Surveyors within 5 days of such notice having been given. The referring party shall refer the dispute in writing to the adjudicator within 7 days of such notice having been given.
10.3 The adjudication shall be conducted in accordance with the Construction Industry Council Model Adjudication Procedures current at the time of engagement of Stace LLP. Clause 30 of the Construction Industry Council Model Adjudication Procedures shall be amended to add the following sentence: “No party shall be entitled to raise any right of set-off, counterclaim and/or abatement in connection with any enforcement proceedings”.
11.1 All services are provided for and on behalf of Stace LLP. No liability is accepted by individual Members or employees of Stace LLP for services provided for and on behalf of Stace LLP.
11.2 The liability of Stace LLP shall exclude any claim directly or indirectly resulting from asbestos risks.
11.3 The liability of Stace LLP shall excluded any claim directly or indirectly resulting from pollution risks.
11.4 The liability of Stace LLP shall exclude any claim directly or indirectly resulting from virus risks.
11.5 The liability of Stace LLP shall exclude any claim directly or indirectly resulting from war risks.
11.6 The liability of Stace LLP shall be limited to such sum as it would be just and equitable for Stace LLP to pay having regard to the extent of the responsibility of Stace LLP for the loss or damage suffered on the basis that all other consultants, the contractor and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Employer in terms no less onerous than those applying in the case of this agreement and shall be deemed to have paid to the Employer such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for such loss or damage.
In any event, the liability of Stace LLP shall be limited to the amount of the professional indemnity insurance required by virtue of Clause 6.1 above.
11.7 No action or proceedings for any breach of these terms and conditions shall be commenced by either party after the expiry of the period of limitation of 6 years of completion of the service, such completion to be defined by Stace LLP.
12. English Law
The terms of the agreement between Stace LLP and the Employer shall be governed by English Law.