Terms & Conditions
1. The Employer agrees to engage Triglyph Property Consultants Ltd. (hereafter referred to as “the Consultant”) subject to and in accordance with the clauses below and the payment details set out in the covering letter / fee proposal document.
2. The Employer shall ensure that all information reasonably required by the Consultant and Sub Consultants is provided to the Consultant and Sub Consultants when required without charge. The Employer shall give written consent to enable the Consultant to discharge his duties.
3. The Consultant shall act as the agent of the Employer and act as their representative for the Project, they will be responsible for the Project Management services of the Project and CDM-Coordinator role (Triglyph Property Consultants Ltd). The Consultant shall:
a. Ensure that Services and deliverables meet the objectives of the Client Concept Brief
b. Progress Service delivery by reference to the Client Concept Brief
c. Regulate Service programme and progress
d. Co-ordinate service provision with any other consultants, contractors, suppliers directly associated with this Project (including assisting with the negotiations and appointment of other consultants)
4. The Consultant shall promptly inform the Employer in writing of anything which the Consultant believes would materially either:
a. Vary the Project; or
b. Increase the cost of the Project or change its financial viability, quality or function; or
c. Increase the time taken to complete the Project.
5. The Consultant shall not be responsible for:
a. Any forecasts of financial viability unless prepared by him.
b. Any Consultant’s designs and technical co-ordination thereof unless prepared by him.
c. The advice or recommendations that may be provided by any other consultant or advisor appointed by the Consultant, or the Employer.
6. The Consultant shall perform the services with reasonable skill, care and diligence, but:
a. No liability shall attach to the Consultant in respect of the services except such liability as ought to be covered by the Professional Indemnity Insurance referred to in clause 15 of this Memorandum of Agreement;
b. Such liability shall be limited to the sum insured as specified in clause 12 of this Agreement
c. No liability shall attach to the Consultant either in contract or in tort or otherwise for loss, injury or damage sustained as a result of any defect in any material or the act, omission or insolvency of any person other than the Consultant and the Consultant shall not be liable to indemnify the Employer in respect of any claim made against the Employer for any loss, injury or damage.
7. Commencement, Postponement and Termination
a. The date of commencement of this Agreement shall be as defined in the covering letter.
b. This appointment may be terminated at any time by the Employer providing one calendar month notice in writing. Upon termination the Employer shall authorise payment in accordance with clause 9 below.
c. The Consultant may terminate this Agreement if the project is delayed and they are prevented from carrying out the service for a period of more than three months.
d. The Employer may postpone the project and shall confirm such instruction in writing. Upon postponement the Employer shall make payment in accordance with Clause 9.
e. If, following postponement, there is no resumption within six months, this appointment shall be automatically terminated.
f. Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if:
i. One party commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
ii. One party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
iii. One party goes into liquidation unless it did so for the purposes of amalgamation or reconstruction and the amalgamated or reconstructed company has assumed the obligations of that other party under this Agreement;
iv. Anything analogous to any of the foregoing under the law of any jurisdiction.
a. The Employer shall pay to the Consultant the fee a set out in the covering letter for the Services listed which includes for payments to other professional consultants appointed for the project and local authority fees as detailed.
b. Fees are inclusive of general out of pocket expenses except for exceptional and abnormal expenses.
c. The parties shall agree the date for the submission of the first invoice by the Consultant and any of the Sub Consultants. Invoices shall be submitted at no less than calendar monthly intervals and/or in accordance with the agreed schedule of payments.
d. Payment shall be due within 14 days of submitting an invoice.
e. Any disputed amounts included on invoices shall be identified by the Employer to the Consultant in writing within 5 days of receipt of invoice. An amount, if different from the sum on the invoice, shall be agreed between the parties as payable by the Employer. Both parties shall resolve differences within 14 days of the identification of the disputed sum.
f. All fees exclude Value Added Tax.
9. Fees are inclusive of general out of pocket expenses except for exceptional and abnormal expenses.
a. The Employer shall authorise payment to the Consultant and any Sub Consultant:
i. A fair proportion of the fee payable at the date of termination for services provided, payable under this agreement such proportion to be calculated by reference to the fee proposal letter.
ii.The reasonably and properly incurred costs of the Consultant and any Sub Consultant resulting from this termination or postponement.
b. The Employer may issue a written notice to resume within six months of termination or postponement. The fee, shall be that due under this agreement, plus an agreed sum for costs and services in connection with the resumption.
c. If the duties of the Consultant cannot be discharged for reasons outside the control of either party or the Sub Consultant, the appointment shall be treated as terminated. The Consultant and Sub Consultant shall be entitled to payment under clauses 9.a.i and 9.a.ii.
10. The fee is based on completion of the project by the dates set out in the covering letter (subject to receiving contractor’s program).
11. The Consultant will appoint a Director(s) (Marcus Aspden, Gary Collins or Richard Wilson) of Triglyph Property Consultants Ltd as the principal person employed by the Consultant who will undertake the direction and control of the Consultant’s duties and obligations under this Agreement. Should any party wish to change these appointments they must do so with written consent of the other party, such consent not to be unreasonable withheld.
12. Professional Indemnity Insurance shall be effected for a sum not less than £1,500,000 (One and a half Million Pounds) for any single claim or occurrence.
13. Any variation thereof after the date of this Agreement shall only be by written consent of the parties.
14. This appointment is non-assignable unless written consent is granted by both parties. The appointment shall not confer and shall not purport to confer on any third party any benefit or any right to enforce any term of this appointment for the purposes of the Contracts (Rights of Third Parties) Act 1999 or otherwise. The provision of collateral warranties to third parties is excluded.
15. In the case of a dispute or complaint between the parties, these will be dealt with under the procedures set out by the Royal Institution of Chartered Surveyors Complaints Handling Procedure (CHP), any such complaints being handling by either the Surveyors Ombudsmen Service (SOS) or the Surveyors Arbitration Scheme (SAS).
16. English Law shall apply to this agreement.