Terms and Condition

DEFINITION

PHASEZERO is the trading name for Phase Zero Design and Build Ltd, C.N.R. 12268286

GENERAL

The Client agrees and accepts that they are contracting in accordance with this Agreement and not on their own terms and conditions.

No prior correspondence, discussion or other term and conditions form part of the Contract unless stated in this document.

Any request from the Client to PHASEZERO for the supply of Goods and Services shall constitute acceptance of these Terms and Conditions.

Our Deliverables will be issued as PDFs via E-mail only.

The initial visit is of a visual nature only, to identify elements that are easily accessible at the time of inspection.

DUTY OF CARE

PHASEZERO warrants that we will carry out the duties and obligations in respect of all matters which lie within the scope of the appointment exercising the reasonable skill care a consultant experienced in carrying out the duties and obligations in relation to projects of similar size scope and complexity.

Subject to matters beyond the Consultants reasonable control, the Consultants shall use reasonable endeavours to perform the Services in accordance with the programme (if any) and any changes thereto agreed with the Consultants from time to time.

The Consultants are entitled to allocate any of the work required by the Client under these Terms to any of their staff or Approved Sub Consultants/Contractors who they consider able to carry out the Services.

The Consultants shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Consultant shall notify the Client in any such event.

PAYMENT, FEES AND DISBURSEMENT

The Client shall pay the Consultants for the performance of the Services the fees and expenses.

The Client shall provide to the Consultants in a timely fashion without charge all necessary and relevant information in the possession of the Client or any of the Client’s agents, consultants, or contractors, together with any necessary decisions, consents or approvals. The Consultants shall not be liable for the consequences of any delays of the Services arising from any failure by the Client to comply with these obligations.

VAT doesn`t apply.

Payments are to be made before any stage. Invoices are due on presentation and must be paid in full and in cleared funds by electronic transfer within the terms noted on the Invoice. Our bank details will be noted on the Invoice.

Disbursements and miscellaneous expenses will be added to the agreed fee unless explicitly stated to the contrary in our fee proposal. When as part of the appointment we have to employ outside services these will be charged at net cost plus 10%.

Should PHASEZERO receive instructions from the Client which we believe varies or increases the scope of the work for which we have been commissioned then, before we put the work in hand, we shall advise the Client and seek confirmation that the instruction does constitute additional work for which we will be reimbursed and we will agree with the client the additional fee based on the hourly charge rates specified in our fee proposals.

Time charges for any additional fees, and/or where the Basic Fee incorporates time charges, shall be calculated based on £150/hour.

Any additional visit during the design or construction period will be charged at £250

The expenses shall be charged at net cost plus a handling charge, which shall be calculated at 20%. This includes printing, courier, postage, hire of equipment, monitoring devices.

TERMINATION AND SUSPENSION

The Consultants may terminate the appointment of the Consultants in the event of a breach of this Agreement by the Client forthwith.

The Consultants may terminate this Agreement should there be any levying of any distress or execution against the Client or the Client makes any composition or arrangement with creditors or applies for or goes into liquidation or administrative receivership and/or an administrator is appointed or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

If circumstances arise for which the Consultants are not responsible and which the Consultants consider makes it irresponsible for the Consultants to perform all or any part of the Services, the Consultants shall be entitled to terminate the appointment by giving two weeks’ notice.

The Client may at any time and without providing reason by giving four weeks’ notice in writing to us suspend or terminate our appointment.

Upon any termination or suspension of the Services we shall take immediate steps to bring an end to the Services in an orderly manner, but with all reasonable speed and economy, and shall within 14 days deliver to the Client all correspondence and documentation in our possession or control relating to the Services.

If the Client fails to make payments properly due to us, we may by giving two weeks’ notice to the client suspend or terminate the provision of our services.

If our employment is terminated or the Services are suspended the Client shall pay a fair and reasonable proportion of the Fee in respect of Services, such proportion to be commensurate with the Services actually performed by us up to the date of such termination or suspension, together with any outstanding expenses including those to which we were already committed to expending at the date of termination or suspension.

DISPUTE

The parties shall attempt in good faith to settle any dispute by mediation.

Any dispute or difference arising may, in the first instance, be referred to an adjudicator appointed on the request of either party by the Adjudicator Nominator

The Adjudicator’s decision shall be final and binding unless either party serves a notice in writing on the other, within three months of the Adjudicator’s decision, to refer the dispute for final determination by the Courts.

All intellectual property rights in or arising out of or in connection with the Services shall be owned by the Consultants. Whilst the copyright and any other intellectual property rights in all drawings and other documents (including material in electronic form) provided to the Client by the Consultants shall remain vested in the Consultants, the Client shall have a licence to copy and use such drawings and other documents only for the purposes for which they were provided. In the event of the Client being in default of payment of any fees or other amounts due under this Agreement, the Consultants may revoke the licence herein granted on giving seven days’ notice. The Consultants shall not be liable for the use by any other person of any such drawings or other documents for any purpose other than that for which the same were provided by the Consultants.

LIABILITY

The consultant carries professional indemnity in the sum of £250,000 per each and any claim and public liability insurance in the sum of £1,000,000.

The consultant does not assume nor accept any responsibility for aspects of matters upon which other professional consultants might ordinarily be expected to advise and we shall have no liability for any errors arising from such matters.

Although we may suggest third parties to you, we accept no responsibility for their work.

Notwithstanding anything to the contrary contained in this agreement, our liability under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise (other than in respect of personal injury or death) for any claim or claims arising out of or in connection with any cause shall not exceed the lesser sum of £500,000 or a multiple of 10 times the total fee paid by the Client

Our liability for any claim or claims shall be further limited to such sums as the we ought reasonably to pay having regard to our responsibility for the loss or damage suffered as a result of the occurrence or series of occurrences in question, on the basis that all other Consultants and all Contractors and Sub-Contractors shall be deemed to have provided contractual undertakings on terms no less onerous than those given by us to the Client (whether or not they shall have been so provided to the Employer) in respect of the carrying out of their obligations and shall be deemed to have paid to the Client such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.

Save in respect of death or personal injury the Client shall look only to the Consultant, and not to any of the Consultants Personnel for redress if the Client considers that there has been any breach of this agreement. The Client agrees not to pursue any claims in contract tort or statute (including negligence) against any of the Consultant’s Personnel as a result of carrying out the Consultant’s obligations under or in connection with this Agreement at any time and whether any of the Consultant’s Personnel are named expressly in this agreement or not.

COLLATERAL WARRANTIES

Unless explicitly detailed to the contrary in our fee proposals, third party warranties are not provided under the terms of this appointment.

However, subject to agreement on the terms and conditions, client specific appointments and warranties will be accepted subject to a legal and administrative charge based on hourly rates.

Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.