Terms and Conditions

These terms and conditions govern the provision of our services and by instructing us to commence our services, you are deemed to have accepted these.

Definitions

1.      The following definitions and rules of interpretation shall apply to these terms and conditions:

Agreement

means collectively the Proposal Letter and these terms and conditions;

Project

means the overall works and/or development to which the Services relate;

Proposal Letter

means the letter issued by us to you, as attached to these terms and conditions and, for the avoidance of doubt, any reference to a Proposal letter shall be deemed to include any quotation, estimate, engagement email, or other offer of Services issued by us whether provided by email or any other method;

Services

means the professional services described in the Proposal Letter;

we/us/our

means the entity from which the Proposal Letter is addressed, or, if no entity is specified on the Proposal Letter, the contracting entity shall be the entity identified on our invoice; and

you

means the entity to whom the Proposal Letter is addressed.

The Services

2.      We shall exercise reasonable skill, care and diligence in the performance of the Services and nothing in this Agreement shall imply a higher or absolute standard of performance than reasonable skill, care and diligence and/or any fitness for purpose obligation.

3.      This Agreement shall be deemed to have taken effect on (i) the date on which you provide written acceptance of the Proposal Letter or (ii) the date on which you instruct us to commence the Services (whichever is earlier). For the avoidance of doubt, any person who issues such instruction pursuant to this clause 3 shall be deemed to have full authority to make decisions on your behalf.

4.      You will, in a timely manner, provide us with all necessary and relevant information and access to the site of the Project as we shall reasonably require so as not to delay or disrupt the performance of the Services. We shall not be responsible for any consequences, losses, or defects arising from designs, specifications, or work prepared in reliance on information that is inaccurate, incomplete or misleading.

Additional Services and Variations

5.      Any additional services must be requested in writing by you and are subject to our written acceptance. The fee for any additional services shall, where applicable, be based upon the hourly rates set out in the Proposal Letter, together with any additional expenses incurred. We reserve the right to adjust our hourly rates in line with the Consumer Price Index (CPI) where a period of more than 12 months has elapsed since the date of the Proposal Letter.

6.      The fee may also be adjusted if the performance of the Services is materially delayed or disrupted due to a change in the scope, size, complexity or duration of the Project.

Payment

7.      The due date for payment shall be 30 days from the date of invoice, unless agreed otherwise in writing.

8.      The final date for payment shall be 30 days after the due date, unless agreed otherwise in writing.

9.      Interest will be charged on all amounts remaining unpaid after the final date for payment, at the rate of 2% above the National Westminster Bank Plc base rate for the period from the final date for payment until payment is made in full.

10.      Time for payment shall be of the essence.

Limitations on Liability

11.      Our liability under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise (other than in respect of negligently caused personal injury or death, fraud or fraudulent misrepresentation) for any one claim shall not exceed £1,000,000 or the construction value of the Project, whichever is higher, up to a maximum of £5,000,000 (in the aggregate in respect of pollution, contamination, asbestos, Cladding Claims and Fire Safety Claims).

12.      For the purposes of clause 11, the following definitions shall apply:

a.    

Cladding Claims: means any claims arising from or in any way related to the combustibility of any composite panels, cladding or facades of buildings or structures and/or internal or external wall systems including but not limited to any associated core, filler, insulation, wall panelling, cavity barriers, fire stopping and/or fixing systems; and

b.    

Fire Safety Claims: means any claims arising from the fire safety or fire performance or combustibility of a building or structure or any part of such building or structure, other than Cladding Claims.

13.      We exclude any liability in respect of losses relating to smoke control and of specification and design which is based on information provided by fire consultants and/or architects in terms of smoke control requirement.

14.      Our liability shall be limited to that proportion of loss which it would be just and equitable to require us to pay having regard to the extent of our responsibility for the same and on the basis that those other contractors, consultants and suppliers who are engaged in connection with the Project shall be deemed to have provided contractual undertakings on terms no less onerous than this Agreement to you in respect of the performance of their services and shall be deemed to have paid you such proportion as it would be just and equitable for them to pay having regard to the extent of their responsibility.

15.      We shall not be liable to you for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of use or corruption of software, data or information, depletion of goodwill, indirect or consequential loss or damage, costs, expenses, fines, penalties or liquidated damages whatsoever and howsoever caused arising out of or in connection with this Agreement.

16.      We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement including the Services if such delay or failure results from events, circumstances or causes beyond our reasonable control which, for the avoidance of doubt, shall include delays or additional requirements arising from the Building Safety Act 2022, gateway approvals or other applicable regulatory processes. 

Professional Indemnity Insurance

17.      We will maintain professional indemnity insurance cover throughout the duration of the Services and for a period of 6 years following completion of the Services with a limit of indemnity concurrent to our liability under clause 11 provided always that such insurance is available to us in the market at commercially reasonable rates and on reasonable terms.

Intellectual Property Rights, Confidentiality and GDPR

18.      The intellectual property rights in all drawings and documents prepared by us in connection with the Services remain vested in us but you shall have a non-exclusive licence to copy and use the drawings and documents for any purpose relating to the Project. For the avoidance of doubt, such licence shall enable you to use the drawings and documents in connection with any extension of the Project, but not to reproduce the designs contained therein in any such extension. We shall not be liable for the use of any such drawings or documents for any purpose other than for which they were originally prepared and/or provided by us. We shall be entitled to immediately revoke this licence where you fail to pay us in accordance with this Agreement.

19.      You shall not disclose any confidential information received from us in connection with this Agreement to anyone except where disclosure is necessary to your employees, consultants, professional advisers or where disclosure is required or permitted by law.

20.      Each party shall comply with its respective obligations under all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018. Further details about how we process personal data, can be found here: Privacy Policy.

Assignment and Collateral Warranties

21.      This Agreement is personal to you and non-assignable. We may at any time assign or deal in any other manner with all or any of our rights under this Agreement.

22.      The provision of collateral warranties to third parties is excluded.

Termination and Suspension

23.      Either party may terminate this Agreement for any reason at any time by giving not less than 14 days’ notice. If you terminate this Agreement, you shall pay a proportion of our fees equal to the Services we have provided at the time of termination.

24.      Notwithstanding clause 23, we reserve the right to be able to terminate this Agreement immediately without notice where you are in material breach of this Agreement or insolvency proceedings of any nature are commenced against you.

25.      If you fail to pay us the full amount in respect of any invoice submitted by us within 14 days of the final date for payment (unless other payment terms are agreed in writing between you and us), we shall have the right to suspend performance of any or all of our obligations under this Agreement. This right is subject to us first giving not less than 7 days’ notice which must state the ground(s) for suspension. Our right to suspend performance shall cease on payment in cleared funds of the amount established as being owed to us. Any period of suspension shall be disregarded for the purposes of contractual time limits (if any). Where this right of suspension is exercised by us, you shall be liable to pay us a reasonable amount in respect of costs and expenses reasonably incurred by us as a result of this suspension. In exercising this right, we shall not be liable for any delay which occurs as a result of us suspending work.

26.      Any notice under this Agreement must be in writing and sent by hand or registered post to the other party’s registered office address. A notice shall be deemed received: (i) on the day of delivery, if delivered by hand; or (ii) 2 business days after posting, if sent by registered post.

Limitation Period

27.      Our liability under this Agreement shall cease 6 years following completion of the Services.

Contracts (Rights of Third Parties) Act 1999

28.      Nothing in this Agreement is intended to give any third party any benefit or any right to enforce any terms of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

Law and Jurisdiction

29.      This Agreement shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.

Whole Agreement

30.      This Agreement represents the entire agreement between you and us in relation to the Services and supersedes all prior representations, writings, negotiations or understandings whether expressed or implied. No terms and conditions contained in any purchase order or other document issued by you shall form part of this Agreement or otherwise apply to the provision of the Services unless expressly agreed in writing and signed by us.

31.      No claim arising out of or in connection with the Services may be brought personally against any of our members, employees or consultants involved in the provision of the Services.

32.      If any provision of this Agreement is declared to be unenforceable, invalid or illegal by the decision-maker in any dispute resolution process to which it is subject, that provision shall be severed from this Agreement and its unenforceability, invalidity or illegality shall not prejudice or affect the enforceability, validity or legality of the remaining provisions of this Agreement.

Last updated: 18/12/2025