Business to Business Terms and Conditions

  1. Interpretation
    1.1 The capitalised terms in this Agreement shall have the meaning ascribed to them in this Clause 1.1 or elsewhere in this Agreement:
    Additional Services: any services set out in Appendix 1 (Scope of Services) which are not to be carried out by the Supplier unless and until instructed by the Client or other additional services other than the Basic Services carried out by the Supplier.
    Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force relevant and applicable to the Services.
    Basic Services: the services set out in Appendix 1 (Scope of Services) other than any Additional Services.
    Building Contract: the contract between the Client and any Contractor for the construction of the Project.
    Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
    Claims Notice Period: means the period for the notification of claims by the Client as determined in accordance with clause 11.5.
    Contractor: the party referred to as the Contractor in any Building Contract (any replacement thereof under any Building Contract).
    Expenses and Disbursements: the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Supplier in connection with the Services.
    Fees: the sums payable for the Services as calculated in accordance with clause 6.2.
    Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Supplier in connection with the Services, including the items provided pursuant to clause 7.6.
    Deliverables: any output of the Services to be provided by the Supplier to the Client as specified in Appendix 1 and any other documents, products and materials provided by the Supplier to the Client in relation to the Services.
    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    Mandatory Policies: the Client’s business policies detailed in Appendix 3, as amended by notification to the Supplier from time to time.
    Materials: all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Project and the Services and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Project and the Services. For the avoidance of doubt Materials includes any Deliverables.
    Permitted Uses: the design, construction, completion, reconstruction, modification, refurbishment, development, maintenance, facilities management, funding, disposal, letting, fitting-out, advertisement, decommissioning, demolition, reinstatement, extension, building information modelling and repair of the Project.
    Services: the Basic Services and any Additional Services instructed by the Client under clause 5.4.
    Variation: means a change to elements of Services already completed or being performed by the Supplier, an omission to any part of the Services, or otherwise to make any change, modification, addition, revision, deletion or omission to, in or from any aspect of the Services of the Contract (including a change to the Client’s health and safety and security requirements).
    VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
    1.2 In this Agreement:
    (a) Clause, Appendix and paragraph headings shall not affect the interpretation of this Agreement.
    (b) The Appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices.
    (c) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    (d) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    (e) This Agreement shall be binding on, and enure to the benefit of, the Parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal representatives, successors and permitted assigns.
    (f) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    (g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
    (h) A reference to this Agreement or to any other Agreement or document referred to in this Agreement is a reference of this Agreement or such other Agreement or document, in each case as varied from time to time.
    (i) References to clauses and Schedules are to the clauses and Appendices of this Agreement and references to paragraphs are to paragraphs of the relevant Appendix.
    (j) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  2. Appointment
    2.1 The Client appoints the Supplier to carry out the Services subject to the terms of this Agreement.
    2.2 This Agreement shall enter into force on the Effective Date.
  3. Supplier’s responsibilities
    3.1 The Supplier shall use reasonable endeavours to perform the Services in accordance with this Agreement.
    3.2 The Supplier shall use reasonable endeavours to meet any performance dates or milestones specified in Appendix 1 (Scope of Services) but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement.
  4. Client’s Obligations
    4.1 The Client shall:
    (a) co-operate with the Supplier in all matters relating to the Services;
    (b) provide, for the Supplier, in a timely manner and at no charge, access to the Client’s premises, offices, data and other facilities as required by the Supplier for the provision of the Services including any such access as is specified in Appendix 1 (Scope of Services);
    (c) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required under Appendix 1 or otherwise required by the Supplier in connection with the Services and ensure that they are accurate and complete;
    (d) inform the Supplier of all health and safety and security requirements that apply at any of the Client’s premises;
    (e) hold any third parties engaged by it, and not the Supplier responsible for the proper carrying out and completion of the work or services entrusted to them;
    (f) not hold the Supplier responsible for any instructions issued by the Client to any third parties engaged by it or any Contractor; and
    (g) not deal with any Contractor directly or interfere with the Supplier’s duties under any Building Contract where the Supplier is appointed as contract administrator for the Building Contract; and
    (h) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services in all cases before the date on which the Services are to start.
    4.2 If the Supplier’s performance of its obligations under this Agreement is delayed due to;
    (a) Any prevention, impediment or delay by any act or omission of the Client, its agents, subcontractors, consultants or employee;
    (b) the carrying out of any Additional Services;
    (c) the implementation of a Variation; or
    (d) any matter or event reasonably outside of or beyond the Supplier’s control,
    then, without prejudice to any other right or remedy it may have, the Supplier shall be entitled to and allowed an extension of time to perform its obligations which is reasonable and all the circumstances and (in the case of the delay being due to the circumstance set out at clause 4.2(a)) shall at least be equal to any delay caused by the Client.
    4.3 If the Supplier’s carrying out of any part(s) Services which are subject to a fixed price per Appendix 2 (Fee) is materially disrupted due to;
    (a) Any prevention, impediment or delay by any act or omission of the Client, its agents, subcontractors, consultants or employee;
    (b) the carrying out of any Additional Services;
    (c) the implementation of a Variation; or
    (d) any matter or event reasonably outside of or beyond the Supplier’s control,
    then, without prejudice to any other right or remedy it may have, the Supplier shall be entitled to the amount of any direct loss and/or expense incurred by it as a result of such disruption.
  5. Additional Services and Variations
    5.1 The Supplier shall notify the Client within a reasonable time if it considers or it becomes apparent that Additional Services or a Variation is likely to be required.
    5.2 If the Client wishes to make a Variation to the Services or have any Additional Services carried out:
    (a) it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed Variation and/or Additional Services, including the timing of same; and
    (b) the Supplier shall, within a reasonable time after receiving the information at clause 5.2(a), provide a written estimate of the cost of such Additional Service or Variation and its effect on performance dates or milestones for the Services as well as any programme for the Project.
    5.3 The Supplier may charge and add to the Fee for the time it spends on preparing any estimate in accordance with clause 5.2(b) and negotiating any Variation or Additional Services at the Supplier’s rates specified in Appendix 2 (Fee).
    5.4 The Supplier shall perform any Additional Services or implement a Variation on receipt of a written instruction to do so by the Client.
    5.5 Any fixed price for part(s) of the Services as set out in Appendix 2 (Fee) shall 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. Unless the Parties agree otherwise, such fixed price shall be adjusted by a reasonable amount by reference to the hourly rates set out in Appendix 2 (Fee).
  6. Fee and Payment
    6.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the Fee in accordance with this Clause 6.
    6.2 Unless otherwise agreed and subject to the contents of Appendix 2 (Fee) the Fee shall include and be calculated as follows:
    (a) the Supplier’s hourly rates for each individual person as set out in Appendix 2 (Fee) for the time spent in providing the Services other than any part(s) of the Services subject to a fixed price as set out in Appendix 2 (Fee);
    (b) an overtime rate of at the hourly fee rate set out in Appendix 2 (Fee) for any time worked by individuals whom the Supplier engages on the Services and which were reasonably required to be worked outside Business Hours;
    (c) any fixed price for part(s) of the Services as set out in Appendix 2 (Fee) as may be adjusted under clause 5.5;
    (d) any Expenses and Disbursements incurred by the Supplier in providing the Services;
    (e) any amount to be paid to the Supplier in respect of direct loss and/or expense per clause 4.3; and
    (f) an amount for any materials or services procured by the Supplier from third parties for or as part of the provision of the Services as such items and the amount to be paid to the Supplier for same are agreed by the Parties in advance from time to time.
    6.3 The Supplier may change the hourly rates and/or any standard charges set out in Appendix 2 (Fee) on written notice to the Client and such changes will take effect on 14 days from the issue of such written notice by the Supplier.
    6.4 The Supplier shall submit invoices to the Client for the Fee at the intervals specified or on the achievement of milestones as set out in Appendix 2 (Fee). If no intervals or milestones are so specified in Appendix 2 (Fee) the Supplier shall submit to the Client invoices by the end of each month.
    6.5 The due date for each payment shall be the date of submission of an invoice by the Supplier to the Client in accordance with clause 6.4.
    6.6 The amount due on each due date to be invoiced by the Supplier and be paid by the Client by the relevant final date for payment shall be:
    (a) the amount of the Fee calculated in accordance with clause 6.2 for the Services performed up to the date of the end of the month in which the invoice is issued;
    (b) any advance payment provided within Appendix 2 (Fee) or agreed by the Parties for materials and services under clause 6.2(f); less
    (c) any amount previously paid by the Client in respect of the Fee.
    6.7 The final date for payment for each payment shall be 14 days after the relevant due date.
    6.8 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier any amount due under this Agreement by the applicable final date for payment:
    (a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7(a) will accrue each day at 8% a year above the Bank of England’s base rate from time to time.
    (b) the Supplier may suspend all or part of the Services until payment has been made in full.
    6.9 All sums payable to the Supplier under this Agreement:
    (a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
    (b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  7. Intellectual property rights
    7.1 The Supplier and its licensors owns and shall retain ownership of all Intellectual Property Rights in the Materials.
    7.2 Subject to all sums due and payable under this Agreement having been paid, the Supplier shall grant to the Client an irrevocable, royalty-free, non-exclusive licence to copy and use e the Materials prepared by, or on behalf of, the Supplier in providing the Services or in relation to the Project for any of the Permitted Uses. Such licence granted by the Supplier to the Client under this clause allows the Client to use the Materials in connection with any extension but shall not include any right or licence to reproduce the designs contained in the Materials for any extension of the Project.
    7.3 The Client shall not without the prior written consent of the Supplier sub-license, assign or otherwise transfer the licence granted in clause 7.2.
    7.4 The Client may, at any time (whether before or after completion of the Services, or after termination of the Supplier’s engagement under this Agreement), request a copy or copies of (some or all of) the Materials from the Supplier. On the Client’s payment of the Supplier’s reasonable charges for providing the copy (or copies), the Supplier shall provide the copy (or copies) to the Client.
    7.5 The Supplier shall not be liable for any use of the Materials for any purpose other than that for which it was prepared and/or provided.
    7.6 In relation to Client Materials, the Client:
    (a) and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
    (b) grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Services to the Client.
    7.7 The Client warrants that the receipt and use of the Client Materials in the performance of this Agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.
    7.8 Without limiting clause 7.7, the Client shall indemnify and hold harmless the Supplier, from and against any and all claims or demands from third Parties (and any associated losses, costs and liabilities) arising out of or resulting from the alleged infringement of any Intellectual Property Right arising out of or in connection with receipt and/or use of the Client Materials in the performance of this Agreement by the Supplier, its agents, subcontractors or consultants:
    7.9 Should the events in clause 7.8 occur, the Supplier shall promptly notify the Client, giving particulars of the relevant claim or demand. The Client shall undertake, at the Client’s own expense, the defence of any such claim or demand. The Supplier shall render to the Client all reasonable assistance that may be required by the Client in such defence. The Supplier shall have the right to be represented in such defence by advisory counsel of its own selection and at the Supplier’s expense. The Client shall not settle or compromise any such claim, suit or action if the settlement or compromise obliges the Supplier to make any payments or part with any property or assume any obligation without the Supplier’s prior written consent.
  8. Compliance with laws and policies
    8.1 In performing its obligations under this Agreement, the Supplier shall comply with:
    (a) the Applicable Laws; and
    (b) the Mandatory Policies, provided that the Client shall give the Supplier not less than 1 months’ notice of any change to such policies.
    8.2 Any change to the Services required as a result of changes to the Applicable Laws or the Mandatory Policies shall be deemed to be a Variation.
  9. Data protection
    9.1 In the performance of this Agreement, each Party may process personal data relating to the other Party’s representatives (“Representatives Personal Data”) as an independent controller for the purposes of:
    (a) managing and governing the relationship of the Parties under this Agreement;
    (b) accounting, bookkeeping and billing; and
    (c) dispute resolution.
    9.2 Each Party shall comply with the applicable requirements of the Data Protection Act 2018 ( the “DPA”) in relation to its processing of Representatives Personal Data under this Agreement. For that purpose and given that each Party is not in a position to directly deal with the representatives of the other Party, each Party hereby delegates to the other Party, which agrees, the following obligations under the DPA:
    (a) to ensure that its representatives are properly informed, in accordance with the DPA, that Representatives Personal Data relating to them may be used, disclosed or otherwise processed under this Agreement by other Party and, when necessary, have given proper consent thereto; and
    (b) to develop and implement appropriate procedures for handling requests by its representatives for the exercise of their rights regarding the Representatives Personal Data pursuant to DPA, the Parties agreeing to provide reasonable cooperation to each other to assist in the prompt response to such requests.
  10. Confidentiality and Publicity
    10.1 Subject to clause 10.4, each Party undertakes that it shall not at any time during this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except as permitted by clause 10.2.
    10.2 Each Party may disclose the other Party’s confidential information:
    (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 10; and
    (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    10.3 No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
    10.4 The Supplier may use information relating to the Services and the Project (including any photographs taken by or on behalf of the Client) for the purpose of advertising or publication.
  11. Limitation of Liability
    11.1 To the extent permitted under the law governing this Agreement, neither Party nor any of their respective directors, officers, employees, or agents shall be liable to the other Party for any indirect or consequential damages, or any loss of profits for breach of or otherwise in connection with this Agreement.
    11.2 The exclusion of liability for consequential damages in clause 11.1 will not apply to limit a Party’s liability:
    (a) for a breach of Clause 10 (Confidentiality);
    (b) for any indemnity provided by the Client in relation to breach of Intellectual Property Rights under clause 7.8; or
    (c) for any act or omission by a Party or its Affiliates, employees or agents which act or omission constitutes gross negligence, wilful default or fraud.
    11.3 Notwithstanding any other provision of this Agreement, to the maximum extent permissible by law the Suppliers entire aggregate liability under this Agreement shall not exceed to an amount equal to the amount paid by the Client in respect of the Fees provided that this clause 11.3 shall not exclude or limit the Supplier’s liability for:
    (a) death or personal injury caused by the Supplier’s negligence; or
    (b) fraud or fraudulent misrepresentation.
    11.4 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4 (Supplier’s responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
    11.5 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event or matter within the Claims Notice Period, the Supplier shall have no liability for that event. The Claims Notice Period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event or matter having occurred and shall expire two (2) months from that date. The notice must be in writing and must identify the event or matter and the grounds for the claim in sufficient detail so as to enable the Supplier to understand the nature of claim and the extent of any redress sought by the Supplier.
    11.6 Actions or proceedings arising out of or in connection with this Agreement, whether in contract, in tort, for negligence or breach of statutory duty or otherwise, shall not be commenced after the expiry of 6 years from the date of completion of the Project or the date of completion of the last Services whichever is the earlier.
  12. Termination
    12.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
    (a) the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
    (b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
    (c) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
    (d) the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
    (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company);
    (f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);
    (g) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
    (h) a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;
    (i) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within fourteen (14) days;
    (j) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 12.1(c) to clause 12.1(i) (inclusive);
    (k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    (l) the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
    12.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the relevant final date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
  13. Obligations on termination and survival
    13.1 On termination of this Agreement:
    (a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding amounts due as set out in any unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable within 14 days of the date of issue; and
    (b) the Supplier shall on request return any of the Client Materials not used up in the provision of the Services.
    13.2 If this Agreement is terminated by the Supplier in accordance with clause 12.1 or 12.2 the Client shall also pay the Supplier any reasonable expenses and disbursements necessarily incurred by the Supplier as a direct result of termination
    13.3 On termination or expiry of this Agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 7 (Intellectual property rights), clause 10 (Confidentiality and Publicity), clause 11 (Limitation of liability), clause 13 (Obligations on termination and survival), clause 19 (Waiver), clause 19 (Severance), clause 21 (Conflict), clause 26 (dispute resolution procedure), clause 27 (Governing law) and clause 28 (Jurisdiction).
    13.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
  14. Force majeure
    14.1 Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, and which the Party could not have reasonably foreseen at the Effective Date including the outbreak and/or spread of the virus strain known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and/or the disease known as coronavirus disease 2019 (COVID-19), civil commotion, war, fires, floods, earthquakes, telecommunications line failures, electrical outages, network failures, strikes or labour disputes, terrorism, non-performance by suppliers or subcontractors or acts of God (a “Force Majeure Event”).
    14.2 Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. Should a Party experience a force majeure event, it shall take all reasonable measures to prevent and/or mitigate any impact that such event has on its performance of this Agreement, and shall take all reasonable steps to perform despite such event. If either Party’s performance is delayed over sixty (60) days due to a notified Force Majeure Event, then either Party may terminate the Agreement.
  15. Assignment and other dealings
    15.1 This Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
    15.2 The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
  16. Variation
    No variation of the terms this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
  17. Waiver
    17.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    17.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  18. Rights and remedies
    The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  19. Severance
    19.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
  20. Entire Agreement
    20.1 This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    20.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
  21. Conflict
    If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Appendices, the provisions of this Agreement shall prevail.
  22. No partnership or agency
    22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
    22.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
  23. Third Party rights
    23.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
  24. Notices
    24.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be:
    (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    (b) sent by email to the address which may be notified by each Party to the other Party from time to time.
    24.2 Any notice or communication shall be deemed to have been received:
    (a) if delivered by hand, at the time the notice is left at the proper address;
    (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    (c) if sent by emails at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 24.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    24.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  25. Counterparts
    25.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
    25.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page by [(a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement.
  26. Dispute Resolution
    Each Party agrees that they shall attempt to resolve any dispute or claim arising out of or in connection with this Agreement (including, without limitation, in relation to any non-contractual obligations) through negotiations between senior executives of the Parties, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the Parties will attempt to resolve the dispute or claim (including non-contractual disputes or claims) in good faith in accordance with the Chartered Institute of Arbitrators Mediation Rules. If the matter has not been resolved by mediation within 60 days of the commencement of the mediation, the dispute or claim (including non-contractual disputes or claims) may be referred to litigation by any party in accordance with Clause 29.
  27. Governing law
    This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
  28. Jurisdiction
    Subject to clause 26, each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
  29. Furniture and Equipment
    29.1 Where the Services include for the Supplier to supply, procurement, delivery and/or installation of furniture, fixtures or other materials (or act on as the Client’s principal in relation to same) then:
    (a) Supplier shall prepare an estimate and submit it to the Client for approval. The estimate shall be valid for 30 days from the date of the estimate and shall be subject to the terms and conditions contained in or referred to in the estimate itself;
    (b) such an estimate will not be an offer capable of acceptance so as to bind the Supplier. The estimate will only become binding on the Parties once the Client has stated that it is accepting the estimate and the Supplier has then issued its confirmation of the Client’s acceptance (and Appendix 2 (Fee) will be deemed amended accordingly). The Supplier reserves the right to withdraw or revise an estimate prior to issuing confirmation of the Client’s acceptance;
    (c) the sum payable for the supply, procurement, delivery and/or installation of such furniture, fixtures or other materials shall be as stated in the estimate or as otherwise agreed in writing between the Parties. If prior to completion of the supply of such furniture, fixtures or other materials and related Services the Supplier’s costs of undertaking the relevant supply or Services increases due to any reason outside the Supplier’s control, including, but not limited to, increases in the costs of materials, labour, transport or currency fluctuations, the Supplier shall be entitled to a reasonable adjustment in the price payable by the Client for such furniture, fixtures or other materials and related Services.
    29.2 The furniture, fixtures or other materials shall be of satisfactory quality, match the description and be reasonably fit for any purpose made known to the Supplier, and shall be delivered in good order. This obligation does not apply in regard to defects or other problems arising from:
    (a) fair wear and tear
    (b) wilful damage, abnormal storage or working conditions, accident, negligence by the Client or by any third party (including any Contractor);
    (c) failure to operate or use in accordance with any instructions;
    (d) any alteration or repair by the Client or by a third party (including any Contractor); and/or
    (e) any drawing, design or specification provided by the Client.
    29.3 Where the furniture, fixtures or other materials is bespoke or made to the Client’s order the Supplier will be entitled to rely upon the Client’s requirements as communicated to the Supplier. The Supplier will not be obliged to accept the return of such bespoke furniture, fixtures or other materials where the Client’s requirements are incorrect, whether in regard to measurements or otherwise.
    29.4 The Supplier shall use reasonable endeavours to match natural products such as wood, stone, glass, metal and leather to samples provided to the Client but shall not be responsible for variations which occur due to intrinsic properties, nature and working methods applicable to natural products.
    29.5 Where the Supplier provides items of furniture, fixtures or other materials to the Client for the Client to approve, then all risks in those items shall pass to the Client upon delivery and the Client should ensure that the items are carefully stored and are not otherwise put at risk of damage. The Client shall indemnify the Supplier in regard to any damage, loss or injury to the items and shall, at the Client’s cost, make suitable arrangements for the return of such items to the Supplier upon request or as otherwise agreed.
    29.6 Risk in items of furniture, fixtures or other materials provided under this clause 29 shall pass to the Client upon delivery. Title to such items shall not pass to the Client until the Supplier receives payment in full for the items and until such time the Client shall maintain the items in satisfactory condition.
    29.7 If before title passes the Client is in default of its obligations under this Agreement, then without limiting any other right or remedy the Supplier may require the Client to deliver up all items of furniture, fixtures or other materials provided under this clause 29 and, if the Client fails to do so promptly, enter any premises of the Client or of any third party in order to recover such items.
    29.8 Any time or date for delivery of goods in the estimate shall be approximate only. The Supplier shall not be liable in any manner for failure to deliver within the time stated, nor in such circumstance shall the Client be entitled to cancel or terminate any order or this Agreement.
    29.9 The Client shall provide access for delivery of the items of furniture, fixtures or other materials provided under this clause 29 at all reasonable times.
    29.10 The Supplier shall not be liable for any defect in quality, description or fitness for purpose of items of furniture, fixtures or other materials provided under this clause 29 that could not have been discovered by a reasonable person on delivery.
    29.11 Where the Supplier is acting as the Client’s agent in regard to the advice on and/or supply, procurement, delivery and/or installation of the items of furniture, fixtures or other materials (i.e. the Supplier is not itself undertaking the supply etc. of such items) then the following shall apply:
    (a) The Supplier shall apply the same standard of skill, care and diligence as set out in clause 3.1 in regard to advising upon and acting as the Client’s agent in regard to such items; and
    (b) other than as provided for in clause 29.12(a), the Supplier shall have no liability in respect of such items and any related Services including, but not limited to, as to whether such items meets one or all of the following:
    (i) conforms with its description or specification;
    (ii) is free from material defects in design, material, and workmanship;
    (iii) is of satisfactory quality; or
    (iv) is fit for any purpose.