Project Management Terms & Conditions

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges the charges payable by you for the supply of the Services in accordance with clause 5.

Client / you / your has the meaning set out in the Engagement Letter.

Client Default has the meaning set out in clause 4.2.

Commencement has the meaning given in clause 2.2.

Conditions these terms and conditions, including those set out in the Engagement Letter, as amended from time to time in accordance with clause 10.5.

Contract the contract between us and you for the supply of Services in accordance with these Conditions.

Deliverables the deliverables set out in the Engagement Letter produced by us for you.

Engagement Letter the engagement letter from us to you attached on pages 1 and 2 of these Conditions.

Instruction Your instruction to us to provide the Services, as set out in your written acceptance of the Engagement Letter.

Intellectual Property patents, rights to inventions, copyright and related rights, trade marks, business

Rights names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Scope of Services the description or specification of the Services as set out in the Engagement Letter.

Services the services, including the Deliverables, supplied by us to you as set out in the Specification.

Supplier / us / we / has the meaning set out in the Engagement Letter.

Supplier Materials has the meaning set out in clause 4.1.7.

1.2 Interpretation:

1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2 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.

1.2.3 A reference to writing or written includes fax and email.

2. Basis of Contract

2.1 The Instruction constitutes an offer by you to purchase Services in accordance with these Conditions.

2.2 The Instruction shall only be deemed to be accepted when we issue written acceptance of the Instruction at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter, or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

2.5 Any quotation given by us shall not constitute an offer and is only valid for a period of [20] Business Days from its date of issue.

3. Supply of Services

3.1 We shall supply the Services to you in accordance with the Scope of Service in all material respects.

3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Engagement Letter, but

any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 We reserve the right to amend the Specification if necessary to comply with any applicable law or regulatory

requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

3.4 We warrant to you that the Services will be provided using reasonable care and skill.

4. Your Obligations

4.1 You shall:

4.1.1 ensure that the terms of the Instruction and any information you provide in relation to the Specification are complete and accurate;

4.1.2 co-operate with us in all matters relating to the Services;

4.1.3 provide us, our employees, agents, consultants, and subcontractors, with access to your works site that include your premises, office accommodation and other facilities as reasonably required by us;

4.1.4 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.5 prepare your premises for the supply of the Services;

4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.7 keep all of our materials, equipment, documents, and other property (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation; and

4.1.8 comply with any additional obligations as set out in the Scope of Service.

4.2 If the performance of any of our obligations under the Contract is prevented or delayed by any of your acts or omissions or your failure to perform any relevant obligation (Client Default):

4.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Client Default, and to rely on the Client Default to relieve us from the performance of any of our obligations in each case to the extent the Client Default prevents or delays the performance of any of our obligations;

4.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and

4.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

5. Charges and Payment

5.1 The Charges for the Services shall be as set out in the Engagement Letter and shall be either:

5.1.1 calculated on a time basis in accordance with our daily fee rates as set out in the Engagement Letter,

subject to any specified cap; or

5.1.2 a fixed price for a particular project,

and, unless specified otherwise, shall be exclusive of our expenses referred to in clause 5.2.

5.2 We shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services.

5.3 We shall invoice you as set out in the Engagement Letter, and this shall be either:

5.3.1 on completion of the Services;

5.3.2 monthly in arrear, or at the conclusion of agreed service stages, whichever is more frequent;

5.3.3 at suspension or termination of the Services; or

5.3.4 when the Services are reasonably considered by us to be abortive.

5.4 You shall pay each invoice submitted by us:

5.4.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and

5.4.2 in full and in cleared funds to a bank account nominated in writing by us, and

5.4.3 time for payment shall be of the essence of the Contract.

5.5 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.6 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 9, you 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 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7 All amounts due under the Contract 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).

5.8 Should the Scope of Service change i.e. a material changes which requires a greater proportion of time or resources spent on it. The Client will be informed, and the original price quoted for the Service could be revised to reflect the extra time taken or resources used.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

6.2 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by you) for the purpose of receiving and using the Services and the Deliverables.

6.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 You grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

7. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

7.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover that we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss.

7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.3 Nothing in this clause 7 shall limit your payment obligations under the Contract.

7.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

7.4.1 death or personal injury caused by negligence;

7.4.2 fraud or fraudulent misrepresentation; and

7.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.5 Subject to clause 7.4 (Liabilities which cannot legally be limited), our total liability to you for all loss or damage shall not exceed £1,000,000.

7.6 The caps on our liabilities shall be reduced by:

7.6.1 payment of an uncapped liability;

7.6.2 amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

7.7 Subject to clause 7.3 (No limitation of your payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this clause 7.7 sets out the types of loss that are wholly excluded:

7.7.1 loss of profits;

7.7.2 loss of sales or business;

7.7.3 loss of agreements or contracts;

7.7.4 loss of anticipated savings;

7.7.5 loss of use or corruption of software, data or information;

7.7.6 loss of or damage to goodwill; and

7.7.7 indirect or consequential loss.

7.8 We have given commitments as to compliance of the Services with relevant specifications in clause 3. 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 the Contract.

7.9 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.10 This clause 7 shall survive termination of the Contract.

8. Termination

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months' written notice.

8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

8.2.1 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

8.2.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.2.3 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.

8.4 Without affecting any other right or remedy available to us, we may suspend the supply of Services under the Contract or any other contract between you and us if:

8.4.1 you fail to pay any amount due under the Contract on the due date for payment;

8.4.2 you become subject to any of the events listed in clause 8.2.2 or clause 8.2.3, or we reasonably believe that you are about to become subject to any of them; and

8.4.3 we reasonably believe that you are about to become subject to any of the events listed in clause 8.2.1.

9. Consequences of Termination

9.1 On termination or expiry of the Contract:

9.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

9.1.2 you shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

9.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to

perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

10.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in

any other manner with any or all of our rights and obligations under the Contract.

10.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in

any other manner with any of your rights and obligations under the Contract without our prior written consent.

10.3 Confidentiality.

10.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 10.3.2.

10.3.2 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 carrying out the party's obligations under the Contract. 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 10.3; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

10.4.1 The Contract 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.

10.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.4.3 Nothing in this clause shall limit or exclude any liability for fraud.

10.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract 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. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8 Notices.

10.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email to the address specified in the Engagement Letter.

10.8.2 Any notice 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 email 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 10.8.2(c), 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.

10.8.3 This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.10 Governing law. The Contract, 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.

10.11 Jurisdiction. 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 the Contract or its subject matter or formation.

10.12 Complaints Handling. As a regulated RICS firm, we have in place a Complaints Handling Procedure (CHP) which meets regulatory requirements. This is a two-stage process. Stage one gives us the opportunity to review and consider your complaint and attempt to resolve to your satisfaction. If unhappy with the response, then stage two enables you, the client, to have your complaint reviewed and considered by and independent redress provider, approved by the RICS. Any formal complaint must be put in writing and either emailed to our dedicated complaints handler Alex Atkins via email alex@sofitoconsulting.com or by post (using the address within this contract). We will consider your complaint as soon as possible, acknowledging receipt within 7 days and responding no later than 28 days.