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. Adjudicator: any individual or party nominated to act as such by Royal Institute of Chartered Surveyors in accordance with clause 25. 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 11.4. Confidential Information: all information relating to the Project and the Client’s and Supplier’s business and affairs which either Party directly or indirectly receives or acquires from the other Party or any representative of the other Party whether in writing, by electronic mail or orally and which is not otherwise already in the public domain. 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 7.4. Contractor: the party referred to as the Contractor in any Building Contract (any replacement thereof under any Building Contract). 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. 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 Agreement. VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere. 1.2 In this Agreement: (a) The Appendices form part of this Agreement. (b) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done. (c) 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.
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 noted at the beginning of this Agreement.
Supplier’s responsibilities 3.1 In the performance of the Services and discharging all the obligations under the Contract, the Supplier will exercise the reasonable skill, care and diligence to be expected of an Supplier experienced in the provision of such services which are the same or similar to the Services provided in relation to projects of a similar size, nature and complexity to the Project. Notwithstanding anything that may appear elsewhere in this Contract or otherwise to the contrary, the Supplier’s duties and obligations shall be deemed to be subject to the exercise of such reasonable skill, care and diligence and nothing contained in this Agreement or elsewhere shall be construed as imposing on the Supplier any greater duty than the exercise of such reasonable skill, care and diligence. 3.2 The Supplier shall use the reasonable skill, care and diligence set out in clause 3.1 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. 3.3 The Supplier shall: (a) perform the Services with due regard any brief, programme and target cost for the Project provided by the Client before entry into this Agreement; (b) inform the Client of progress in the performance of the Services and, upon becoming aware, of any issue that may materially affect the progress of the Services or the Project and any information, decision or action required from the Client to mitigate the issue. (c) inform the Client where the Supplier considers there is a need to appoint third parties to perform work in connection with the Project and/or any information, decision or action required from the Client or any third party appointed in connection with the Supplier’s performance of the Services. (d) if acting as a contract administrator for any Building Contract, exercise impartial and independent judgement when acting as an intermediary between the Client and any Contractor. (e) collaborate with any third parties or any Contractor appointed by Client in relation to the Project; the Supplier shall coordinate relevant information received from such persons with the Supplier’s design, but the Supplier shall not be responsible for the content of the information received.
Client’s Obligations 4.1 The Client shall: (a) Inform the Supplier, as soon as reasonably practicable, of any changes to any Project brief, target cost or programme and agree steps to mitigate the consequences of such changes; (b) co-operate with the Supplier in all matters relating to the Services including making decisions and giving approvals as necessary for the proper and timely performance of the Services; (c) appoint or otherwise engage any third parties required to perform work or services under separate agreements and require them to collaborate with the Supplier and confirm in writing to the Supplier the work or services to be performed by any such third parties. (d) 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; (e) not hold the Supplier responsible for any instructions issued by the Client to any third parties engaged by it or any Contractor; and (f) 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; (g) pay any statutory charges and any fees, expenses and disbursements in respect of any obligations for planning, building control and other consents to enable the Services to be carried out.
4.2 The Client acknowledges that the Supplier does not warrant: (a) that planning permission and other statutory approvals shall be granted at all or, if granted, will be granted in accordance with any anticipated timescale; (b) compliance with any programme or target cost for the Project which may need to be reviewed for, but not limited: (i) Variations instructed by the Client; (ii) fluctuations in market prices; (iii) delays caused by any third parties engaged by the Client, any Contractor or any other factor that is not the responsibility of the Supplier under this Agreement; and/or (iv) the discovery at any time of previously unknown factors which were not reasonably foreseeable at the date of this Agreement;(c) the competence, performance, work, services, products or solvency of any third parties engaged by the Client or the Contractor.
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 the such Additional Service or Variation and its effect on performance dates or milestones for the Services as well as any programme or target cost 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 hourly 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.
Fees, Delay 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 (or such pro-rata rate for time less than an hour in duration) for each individual person as set out in Appendix 2 (Fee) multiplied by the time reasonably 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). Time ‘reasonably spent’ includes the time spent in connection with performance of the Services in travelling from and returning to the Supplier’s place of business; (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 Any fixed price for part(s) of the Services as set out in Appendix 2 (Fee) shall be adjusted if: (a) the performance of the Services is materially delayed or disrupted for reasons beyond the Supplier’s reasonable control; or (b) there is 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). 6.5 If the Supplier’s performance of its obligations under this Agreement is delayed due to; (a) Any prevention, impediment or delay caused by the Client, or any third parties engaged by it in relation to the Project or any Contractor; (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 6.5(a)) shall at least be equal to any delay caused by the Client. 6.6 If the Supplier’s carrying out of any part(s) Services which are subject to a fixed price per Appendix 2 (Fee) is disrupted due to; (a) Any prevention, impediment or delay caused by the Client, or any third parties engaged by it in relation to the Project or any Contractor; (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. 6.7 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. 6.8 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. 6.9 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.
6.10 The final date for payment for each payment shall be 14 days after the relevant due date. 6.11 If the Client disagrees with the amount invoiced by the Supplier it may give a written notice to the Supplier at least 3 days before the relevant final date for payment specifying: (a) the amount that the Client considers to be due on the date the notice is served; (b) the basis on which that sum is calculated; and (c) the ground for doing so or, if there is more than one ground, each ground and the amount attributable to it.
If the Client issued a notice under this clause 6.11 then it shall make payment of any amount not less than specified in such notice on or before the relevant final date for payment. 6.12 If the Client issues a notice under clause 6.11 and the matter is referred to an Adjudicator who decides that an additional sum, greater than the amount stated in the notice is due, the Client shall pay that sum within 7 days of the date of the Adjudicator’s decision or the date which, in the absence of the notice, would have been the final date for payment, whichever is the later. 6.13 The Client shall not withhold any amount due to the Supplier under this Agreement unless the amount has been agreed with the Supplier or has been decided by any Adjudicator or court to which the matter is referred as not being due to the Supplier. 6.14 If the Client fails to pay the Supplier any amount properly due under this Agreement by a relevant 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; and/or (c) suspend use of the Intellectual Property Rights under the provisions of clause 7.6.15 All sums payable to the Supplier under this Agreement 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.
Intellectual Property Rights 7.1 The Supplier and its licensors owns and shall retain ownership of all Intellectual Property Rights drawings, documents and other materials produced in performing the Services and the Supplier generally asserts its moral right to be identified as the author of such work. 7.2 Subject to all sums due and payable to the Supplier under this Agreement having been paid by the Client, the Client shall have a licence to copy and use all drawings, documents and other materials provided by the Supplier in either paper or digital formats only for purposes related to construction of the Project or its subsequent use or sale. They may not be used for reproduction of the design for any part of any extension of the Project or any other project. 7.3 The Client shall not provide or make available to any third party the drawings, documents and other materials provided by the Supplier save that copying or use of such drawings, documents and other materials any third party engaged by the Client to provide services to the Project or any Contractor shall be deemed to be permitted under a sub-licence granted by the Client. 7.4 The Supplier shall have a licence to copy and use Client Materials provided by the Client only for purposes related to provision of the Services. 7.5 The Supplier shall be liable to the Client in respect of any reasonably foreseeable and fully mitigated expenses, losses or damages directly suffered by the Client as a result of the work of the Supplier being in breach of Intellectual Property Rights of any third party. 7.6 The Client shall be liable to the Supplier in respect of any reasonably foreseeable and fully mitigated expenses, losses or damages directly suffered by the Client as a result of the Client Materials being in breach of Intellectual Property Rights of any third party. 7.7 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 drawings, documents and other materials produced in performing the Services 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. 7.8 The Supplier shall not be liable for any use of the drawings, documents and other materials produced in performing the Services for any purpose other than that for which they were prepared and/or provided.
Compliance with laws and policies 8.1 In performing its obligations under this Agreement, the Supplier shall comply with the Applicable Laws.
Data protection To the extent that either Party processes personal data, as part of this Agreement, the Party undertakes to do so in compliance with the Data Protection Act 2018 and to keep such personal data in a secure technological environment.
Confidentiality and Publicity 10.1 Neither the Client nor the Supplier shall disclose Confidential Information unless: (a) disclosure is necessary for the performance of each Parties’ obligations under this Agreement, or in order to take professional advice in relation to the Agreement or the Services or in order to obtain / maintain insurance cover in relation to the Services and/or the Project; (b) it is already in the public domain other than due to wrongful use or disclosure by the Party who received the Confidential Information from the other Party; and/or (c) disclosure is required by law or because of disputes arising out of or in connection with the Contract.10.2 The Supplier may use information relating to the Services and the Project for the purpose of advertising or publication. The Supplier’s right under this clause includes the right to publish photographs relating to the Services and the Project and the Client shall give reasonable access to the Project for this purpose for 12 months after completion of the Services and/or the Project.
Limitation of Liability 11.1 To the extent permitted under the law governing this Agreement, neither Party 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 act or omission by a Party which 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 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. 11.5 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. 11.6 The Client agrees to indemnify and keep indemnified the Supplier from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Supplier and/or arising from failure of the Client to discharge any liabilities of the Client under an agreement with a supplier, deliverer, installer or other third party in connection with furniture, fixtures or other materials under clause 29 on any grounds.
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 becomes bankrupt or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent (as defined in the Housing Grants, Construction and Regeneration Act 1996), and/or makes any arrangements with creditors (as the case may be); (c) the other Party becomes unable to perform its obligations through death or incapacity; and/or (d) any other reasonable grounds for termination of this Agreement.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.
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 (other than under clause 12.1(c)) 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 The provisions of this Agreement continue to bind the Client and the Supplier as long as is necessary to give effect to the Parties’ respective rights and obligations. 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.
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.
Assignment and other dealings Neither the Supplier nor the Client shall at any time assign the benefit of this Agreement or any rights arising under it without the prior written consent of the other. Such consent shall not be unreasonably withheld or delayed.
Variation No variation of the terms of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
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.
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.
Severance If any clause or part of any clause of this Agreement is ruled by the courts or declared to be invalid or unenforceable in any way, it shall be severed from this Agreement and this shall not affect any other clause of this Agreement, nor the validity of the remaining clauses of this Agreement which shall remain in full force.
Entire Agreement This Agreement supersedes any previous agreement or arrangements between the Client and the Services in relation to the Services (whether oral or written) and represents the entire agreement between the Client and the Supplier in relation to the Services.
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.
Third Party rights 22.1 This Agreement does not grant any rights to third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Notices 23.1 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.23.2 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 23.2, 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. 23.3 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.
Counterparts 24.1 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. 24.2 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.
Dispute Resolution 25.1 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. 25.2 In the event of a dispute or claim arising out of or in connection with this Agreement (including, without limitation, in relation to any non-contractual obligations) then either Party may give notice to the other at any time of its intention to refer a dispute or claim to an Adjudicator. 25.3 The appointment of an Adjudicator shall be made and the adjudicator shall be carried out in accordance with the RIBA Consumer Contracts Adjudication Scheme (which may be obtained by either Party for free by requesting same from Royal Institute of British Architects) save and in addition that: (a) references to the “contractor” shall be deemed to be referenced to the Supplier; (b) the Adjudicator shall be required to give reasons for their decision; and (c) the referral of the dispute to an Adjudicator shall be made within 7 days of the issue of the notice;
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.
Jurisdiction Subject to clause 25, 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.
Client’s Right to Cancel 28.1 The Client has the right to cancel this Agreement, for any reason, by sending a notice of cancellation to the Supplier at any time within 14 days of signing the Agreement. 28.2 The notice of cancellation is deemed to be served as soon as it is posted to the Supplier or, in the case of an electronic communication, on the day that it is sent to the Supplier. 28.3 If the Supplier was instructed to perform any services before the Agreement was made or before the end of the 14‑day period and the instruction(s) were confirmed in writing, the Supplier shall be entitled to any fees and expenses properly due before the Supplier received the notice of cancellation.
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 As a consumer Client, the Client’s statutory rights in relation to items of furniture, fixtures or other materials provided under this clause 29 are not affected. 29.11 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 using the reasonable skill, care and diligence referred to in clause 3.1. 29.12 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 (within the meaning of the Consumer Rights Act 2015); or (iv) is fit for any purpose.