1. Services

The scope of the Services is as described in the schedules or correspondence or documents accompanying this offer

2. The Programme

We will perform the Services in accordance with the programme described in schedules or correspondence or documents or, if there is no programme, as and when agreed with you, unless prevented from doing so by reasons outside our control.

3. Fees and Expenses

You shall pay us for the Services the Fee as described in schedules or correspondence or documents together with/inclusive of all costs and disbursements. The Fee is payable
in the instalments set out in schedules or correspondence or documents. Payment is due within 30 days of the invoice date and interest at [the statutory rate] [2% over HSBC base
rate] will be charged on overdue amounts.

4. Standard of Care

We shall exercise reasonable skill and care in the performance of the Services in conformity with the normal standards of our profession.

5. Termination

If the Contract is terminated, you may terminate our appointment forthwith. Otherwise, either party may terminate our appointment in the event of a material breach by the other after giving reasonable notice in writing. In the event of termination, you shall pay to us a fair and reasonable proportion of the fee corresponding to the services we have carried out at the date of termination.

6. Documentation & Intellectual Property

All drawings, specifications, reports, models, model results, other documents and all Intellectual Property Rights therein shall vest in and be the absolute property of the Edenvale Young. Edenvale Young hereby grants you, the Client a non-exclusive non-transferable royalty free licence to use the drawings, specifications, reports, model (where supplied), model results and other documents prepared by us for purposes related to this agreement. You will not remove, suppress or modify, in any way, any trade mark, copyright or other proprietary marking on or in Edenvale Young data or which are visible during their operation or use (whether electronically or otherwise) or which are on their carrier medium, if any. You will ensure that these proprietary markings are retained in any copies of Edenvale Young data.

All and any Background Intellectual Property which belongs to any Party and which may be used or disclosed by that Party in the course of the Project shall at all times remain the sole and exclusive property of that Party.

7. Liability

  1. This clause 7 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the
    Customer in respect of:

    1. any breach of this agreement however arising;
    2. any use made by the Customer of the Services, the deliverables or any part of them; and
    3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
  2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
  3. Nothing in this agreement limits or excludes our liability:
    1. for death or personal injury resulting from its negligence; or
    2. fraud or fraudulent misrepresentation; or
    3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
  4. Subject to clause 7.2 and clause 7.3:
    1. the Supplier shall not under any circumstances whatever be liable for:
      1. loss of profits; or
      2. loss of business; or
      3. depletion of goodwill and/or similar losses; or
      4. loss of anticipated savings; or
      5. loss of goods; or
      6. loss of contract; or
      7. loss of use; or
      8. loss of corruption of data or information; or
      9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
    2. our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to £20,000

If an electronic format has been used, we do not promise that the media on which the deliverables are provided will always be free from defects, computer viruses, software locks or other similar code or that the operation of the media/deliverables will be uninterrupted or error free. You should carry out all necessary virus checks prior to loading the Data on to your computer system.

8. Applicable Law and Language

The Agreement shall be governed by and its terms shall be construed in accordance with English law.

9. Disputes

We shall endeavour to resolve any dispute arising under this letter by mediation. In the event that this is not possible then dispute or difference arising under the Agreement shall initially be decided by adjudication in accordance with the Construction Industry Council Model Adjudication Procedure Second Edition subject to the following revision: Clause 10 : The adjudicator shall be appointed by the Construction Industry Council.

10. Third Party Rights

Notwithstanding any provision to the contrary in this Agreement no person or entity shall have any rights in relation to this Agreement whether as third parties under the Contracts (Rights of Third Parties) Act 1999 or otherwise save the parties to this Agreement.

11. Notices

Any notice under this Agreement shall be in writing and sent to the other party to the address stipulated at the beginning of this Agreement. Notices shall take effect when they have been  received by the other party (subject to proof of delivery.

Copyright © 2020 Edenvale Young Associates Ltd. Company No. 5910755

Registered Address: 30 Queen Charlotte Street, Bristol BS1 4HJ, UK