Iconic Engineering Solutions LTD Standard Terms & Conditions
Company No. 8657434
The following definitions shall apply to these Terms and Conditions:
1.1 "Agreement" means the contract referred to in clause 2.
1.2 "Client" means the person, firm, company or organization for whom the Consultant is performing the Services.
1.3 "Consultant" means Iconic Engineering Solutions Ltd.
1.4 "Project" means the Project referred to in any proposal/offer.
1.5 "Services" means the Services to be performed by the Consultant on behalf of the Client in accordance with the proposal/offer.
1.6 "Third Party" means any person other than the Consultant, the Client or their respective employees or agents.
1.7 "Costs" means including but not all: time, materials, administration.
2.1 These terms and conditions together with any associated proposal/offer for Goods and Services and any attached Schedule of Hourly Fee or Charges and/or Disbursements shall constitute a contract between the Client and the Consultant which shall be subject to any terms and conditions stated in the proposal/offer and these terms and conditions.
2.2 These terms and conditions take precedence to and supersede any terms and conditions referred to, offered or relied upon by the Client, whether in negotiation or at any stage in the dealings between the Client and the Consultant with respect to the Services. The Consultant shall not be bound by any other terms and conditions provided by the Client unless the Client notifies in writing that it intends such terms and conditions to apply and the Consultant accepts such terms and conditions in writing.
3. PERFORMANCE OF SERVICES
3.1 The Consultant shall exercise reasonable skill and care in the performance of the Services.
3.2 The Consultant retains the right, subject to written notice, to withdraw from the project if, in his view, project development falls below an acceptable professional standard (see 12.1) or, in particular fails to provide adequate measures for the reasonable protection of the environment.
4. COMPLIANCE WITH LAW
4.1 This Agreement shall be governed by and construed in accordance with English law.
5. CONFIDENTIAL INFORMATION
5.1 The Consultant shall keep confidential all information as to the business of the Client which shall come or has come to the knowledge of the Consultant in the course of performing the Services. This restriction shall not apply to any information which is in, or legitimately enters, the public domain or has been agreed by the client.
6.1 Copyright for all reports, documents and the like (including material in electronic form) produced by the Consultant shall remain vested in the Consultant. The Consultant shall not be liable for any use of such reports and documents other than by the Client for the purposes for which they were commissioned and prepared.
7. WARRANTIES AND LIABILITY
7.1 The Consultant warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with the Specification, intervals and within the times referred to in the Specification.
7.2 Where in connection with the provision of the Specified Consultancy Service the Consultant supplies any goods or services supplied by a third party the Consultant does not give any warranty guarantee or other term as to their quality fitness for purpose or otherwise but shall where possible assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Consultant.
7.3 Any claim by the Client of any breach by the Consultant of the Contract or these Conditions (including the warranty contained in Clause 7.1 above), must be notified to the Consultant within 30 days of the supply of the Specified Consultancy Service. If the Client does not notify the Consultant accordingly, the Client will be deemed to have accepted the Specified Consultancy Service and the Consultancy shall have no liability in relation to the provision of the Specified Consultancy Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, the Consultancy will at its sole discretion either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
7.4 The Consultant shall have no liability to the Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
7.5 Except in respect of death or personal injury caused by the Consultants negligence or as expressly provided in these Conditions the Consultant shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Consultant, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Consultant under or in connection with the Contract shall not exceed the amount of the Consultants charges for the provision of the Specified Service, except as expressly provided in these Conditions.
7.6 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. The Consultant shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Consultants obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.
8. SUPPLY OF INFORMATION AND PROJECT CHANGE
8.1 The Client shall supply in a timely fashion and without charge all necessary and relevant information (including any relevant instructions consents and approvals) in his possession or available to him from his other agents, contractors or consultants. If the Consultant has to carry out additional, repeat or revised work as a result of further or delayed information received, the Consultant shall appropriately advise the Client who shall be responsible for payment of such Services at the Consultants hourly rates in force at the time.
9. DISPUTES AND DIFFERENCES
9.1 The parties shall attempt in good faith to settle any dispute by mediation. However, where this Agreement is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 either party may refer any dispute arising under the Agreement to adjudication in accordance with the Construction Industry Council Model Adjudication Procedure.
10.1 In consideration of the Services performed under this Agreement, the Consultant shall be paid as set down in the proposal offer, being either proforma, 30 days after invoice, monthly in arrears, or on a staged or lump sum basis, for all work completed. These payment terms are determined on a job to job basis. All sums shall become due for payment by the Client on submission of the Consultants invoice. All Reports, drawings, calculations, designs, goods and the like remain the property of the Consultant until paid for in full by the Client. Any sums remaining unpaid at the expiry of the period of 28 days from the date of issue of the invoice, shall bear interest thereafter, including on the VAT due, calculated in accordance with the Late Payment Act 1998, being at a rate of 8% above the reference rate given therein. The Consultant shall also be entitled to compensation for debt recovery costs.
10.2 The Client may not withhold any payment after the final date for payment of any sum due under this Agreement unless the Client gives not later than seven days before such final date a notice specifying the amount proposed to be withheld and the ground for; withholding payment or if there is more than one ground, each ground and the amount attributable to it.
10.3 Work completed by the consultant for the client may be sold to any third parties to recover costs associated with nonpayment. The consultant reserves the right to approach the clients’ customers in this matter.
11. THIRD PARTIES
11.1 All documents prepared by the Consultant in connection with the Services are for use by the Client only in connection with the Project and shall not be used nor relied upon by any Third Party without the written consent of the Consultant, or used for any other project. The Consultant accepts no responsibility or liability for any report or document prepared by it in connection with the Project to any party other than the Client.
11.2 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
Pursuant to the Contract (Rights of Third Parties) Act 1999.
12.1 If circumstances arise for which the Consultant is not responsible, making it irresponsible for it to perform all or any part of the Services, the Consultant shall be entitled to terminate the Appointment by with immediate notice in respect of all or such part of the Services. Furthermore, in the event of failure by the Client to make any payment due to the Consultant in accordance with clause 10, the Consultant may, with immediate notice, terminate this Agreement.
12.2 Termination by the client of a prearranged meeting or request for services will be subject to a charge mentioned in the proposal/offer.
12.3 The Consultant reserves the right to terminate the agreement if communications are lost for a period more the two weeks without prior notification that communications will lost. Upon termination the Client will be liable for additional costs to the agreement which include time taken establishing communications with the client as well as any additional administration.
13. FORCE MAJEURE
13.1 If the Consultant is affected by Force Majeure it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
13.2 The Consultant shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, the Consultant shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.
13.3 Save as provided for in clause 8 a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.