1.0 DUTY OF CARE
1.1 The Consultant shall exercise reasonable skill and care in conformity with the normal standards of our profession in performing the Services defined in the Client Agreement and discharging all our obligations.
2.0 FEES
2.1 The Client will pay the Consultant the fee and expenses set out in the Client Agreement.
2.2 Unless otherwise agreed, invoices will be submitted monthly or, if appropriate, a programme of instalments shall be drawn up. Instalments may not necessarily reflect the progress of our works and, in such cases, payment shall be made in accordance with Clause 9.0 thereunder if suspension or termination occurs.
2.3 Payments are due within 21 days of the date of the invoice and the Consultant reserves the right to cease work on the project if fees are not paid by the due date.
2.4 Interest is payable on all outstanding amounts at the rate of statutory interest applicable on the payment due date. Interest is chargeable from the due date for payment accruing on a daily basis up to the date of receipt of cleared funds.
2.5 The Consultant reserves the right to cease work in the case of breach of contract or the non-payment of fees.
3.0 EXPENSES
3.1 Out of pocket expenses include the cost of hotel charges and travelling expenses within the India, but exclude postage, telephone, internet and fax charges and various minor items, which are included in our fee.
3.2 Disbursements to be charged additionally include such items as:
3.2.1 Drawings and documents required by agents, funds or third parties with an interest in the development.
3.2.2 Colour prints and drawings.
3.2.3 Physical models.
3.2.4 Site surveys, structural investigations and load tests (unless otherwise agreed).
3.2.5 Fees for specialist professional advice not covered by the Client Agreement.
3.2.6 All costs relating to the engagement and payment of resident site staff.
3.2.7 Special reports and photographs for publicity or progress records.
3.2.8 Letting specification, drawings, brochures.
3.2.9 Planning and Building Control Submission fees.
3.2.10 Courier charges.
4.0 CHANGE CONTROL
4.1 Should there be a variation in the agreed scope of works the Consultant will identify and issue this in a Change Notification Form which will identify any fee or programme implications. All Change Notification Forms issued will need to be agreed by the Client before the Consultant progresses with any variations.
4.2 Time Charges – Hourly rates include direct staff costs as well as indirect overhead costs apportioned across all technical staff.
5.0 CLIENT’S INSTRUCTIONS
5.1 Although the Consultant is responsible for guiding the Client, the success of the project will depend to a large extent upon the Client’s instructions and approvals being given when required to suit the project timetable. The Client therefore will provide the Consultant with such information and make such decisions as are necessary for the proper performance of the agreed service.
5.2. Additional charges may be made for extra work arising from changes or delays in Client instructions in accordance with clause 5.1.
5.3 The Consultant cannot accept responsibility for the connection of utilities or services or for upgrading of a service in the event of an increased loading requirement. It is the Client’s responsibility to check with their chosen service providers that the required services can be supplied to the site.
6.0 COPYRIGHT
6.1 Intellectual property rights including copyright in the original work produced in the performance of the Service shall remain the property of the Consultant and the Consultant generally asserts the moral right to be identified as the author of such work. However, the Client shall be entitled to use such documents and drawings under a non-exclusive license and subject to payment having been received by the Consultant of a license fee.
6.2 The Consultant shall not be liable for the consequences of any use of information or designs prepared by them except for the purposes for which they were provided.
6.3 Photography – The Consultant shall obtain the consent of the Client, which consent shall not be unreasonably withheld or delayed, before publication of any other information relating to the Project, unless reasonably necessary for the performance of the Services.
7.0 CLIENT FEEDBACK/POST OCCUPANCY EVALUATION
7.1 As a practice, we continuously strive to improve upon our service and approach and as such may request Client feedback at key project stages including post occupancy evaluations on completion with the Client’s consent.
8.0 ASSIGNMENT
8.1 Neither the Client or the Consultant shall at any time assign the benefit of this agreement or any rights arising under it without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
9.0 SUSPENSION AND TERMINATION
9.1 In the event of our appointment being suspended the Consultant shall be entitled to fees for all work executed at that time.
9.2 During such a period of suspension the Consultant shall be reimbursed for all expenses, and disbursements necessarily incurred under this appointment.
9.3 On the resumption of a suspended service within six months previous payments will be regarded solely as payments on account towards the total fee. The Consultant shall be entitled to treat as terminated any Appointment under which the service remains suspended for six months or more, and the provisions of 9.4 below shall then apply.
9.4 Should the Consultant’s appointment with you be terminated at any stage of the project because you decide to:
9.4.1 Relinquish your interest in the site or project to others
9.4.2 Proceed with the development without ourselves acting as your consultant designers
9.4.3 Abandon the development for any reason
9.4.4 Terminate the appointment for any reason
Then the fee due to the Consultant at the time of termination shall be calculated, either;
9.4.5 As a pro rate proportion of an agreed fixed fee
9.4.6 on a time charge basis at the agreed hourly rates or,
9.4.7 in the event of no rates having been agreed, at the Consultant’s hourly rates current at that time, such sum shall be recoverable as a debt.
9.5 The Consultant’s appointment with you may be terminated at any stage of the project by the Consultant for any reason.
9.6 Use of the Consultants documents and drawings in the event of termination shall be subject to Clause 6.0 above.
10.0 LIABILITIES AND INSURANCE
10.1 Limit of liability – in any such action or proceedings:
10.1.1 The Consultants liability for loss or damage shall not exceed the amount of the professional indemnity insurance specified in the Project, providing the Consultant has notified the insurers of the relevant claim or claims as required by the terms of such insurance.
10.1.2 No employee of the Consultant, including any officer or director of a company or a member of a limited liability partnership or any agent of the Consultant, shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Services.
10.2 Net contribution – Without prejudice to the provisions of clause 10.1, the liability of the Consultant shall not exceed such sum as it is just and equitable for the Consultant to pay having regard to the extent of the Consultants responsibility for the loss and/or damage in question and on the assumptions, that:
10.2.1 All other consultants, contractors and other persons involved in the project have provided to the Client contractual undertakings on terms no less onerous than those of the Consultant under this Agreement;
10.2.2 All the persons referred to in this clause have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and /or damage.
11.0 RIGHTS OF THIRD PARTIES
11.1 Nothing in this appointment shall confer or is intended to confer any right to enforce any of its terms on any person who is not a party to it other than lawful assignees.
12.0 CLIENT ACCEPTANCE
12.1 Client confirmation of acceptance of this fee agreement is necessary for the Consultant to commence work. Confirmation may be by way of an email or post.
