MG Project Management Ltd. (“we”) are pleased to set out the Terms of Business, which will apply to the work we do for you. These Terms of Business and the Instruction Letter, form the contract between us (together, “the Contract”).
1 Our Services
Where a timetable is referred to or set out in the Instruction Letter, we will each use reasonable efforts to meet the timetable. However, dates contained in the timetable are intended for planning and estimating purposes only and are not contractually binding.
1.2 Our Standards
All work that we carry out for you will be performed in accordance with the RICS Conditions of Engagement.
1.3 Changes to Services
Either of us may request changes to the Services or changes to any other aspect of the Contract. Until a change is agreed in writing, each of us will continue to act in accordance with the latest agreed version of the Contract.
1.4 Contract Management
Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract.
2 Scope of Services and Deliverables
2.1 Scope of Services and Deliverables The Scope of Services and Deliverables are as defined in the Instruction Letter.
2.2 Ownership We own all the intellectual property rights and copyright in all Deliverables, systems, techniques, methodologies, ideas, concepts, information and know-how developed during our performance of this Contract. The Deliverables will be prepared by us solely for the use of those to whom they are addressed to be used only for the purposes for which they were delivered. We accept no liability or responsibility to any third party. You may make copies of the Deliverables for your own internal use but you must not provide the Deliverables, or copies of them, to any third party without first obtaining our written consent so that we have an opportunity to consider the context in which our advice is being used.
3 Your Responsibilities
3.1 Responsibilities Our performance is dependent on your carrying out your responsibilities as set out in this Contract.
3.2 Information and Materials You agree to provide on a timely basis all information and materials reasonably required to enable us to provide the Services as set out in the Instruction Letter. You are responsible for informing us of any changes to the information originally presented to us.
3.3 Payment for Services You agree to pay for the Services as set out in the Instruction Letter and Clause 4 below.
4 Fees and Payment
4.1 Basis of Fees Fees for the Services will be charged on the basis set out in the Instruction Letter.
4.2 Expenses All charges are stated exclusive of expenses unless the Instruction Letter states otherwise. You agree to pay our travel, accommodation, subsistence and other reasonable expenses incurred in connection with the Services. We will charge for document handling (drawing, printing, courier or special mail deliveries, etc.) and other out of pocket expenses incurred in connection with the Services.
4.3 Invoicing Details With each invoice we will provide a description of the work charged for.
4.4 Periodic Charging We will invoice you on a monthly basis unless otherwise stated in the Instruction Letter.
4.5 Payment of Invoices All invoices will be due for payment within 14 days of the invoice date. Any queries concerning an invoice should be raised within 14 days of the invoice date with any undisputed amounts remaining payable by the due date. In the event of late payment we reserve the right to suspend the provision of Services and to charge interest on amounts overdue for a period in excess of 30 days at a rate, which is 3% over the base rate from time to time of Lloyds TSB Bank plc.
5 Duration and Termination
Duration of Contract This Contract will apply from the Commencement Date and will continue until the completion of all Services and Deliverables as set out in the Instruction Letter unless it is terminated earlier in accordance with the terms set out below.
5.2 Termination for Breach of Contract The Contract may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of this Contract which, in the case of a breach capable of being remedied, is not remedied within 30 days of a written request to remedy the same.
5.3 Termination for Insolvency The Contract may be terminated by either of us by written notice in the event that the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on the business or in the reasonable opinion of the other party any of these events appears likely.
5.4 Payment of Fees on Termination Where either of us terminates the Contract, you will pay us for all Services provided up to the date of termination, and for additional costs reasonably incurred as a result of the early termination of the Services.
5.5 Return of Property On the termination of the Contract each of us will return to the other any property of the other that it then has in its possession or control, except that we may retain one copy of any documentation or software prepared by us or any other documentation upon which our Services are based to enable us to maintain a professional record of our involvement.
6.1 Restriction on Disclosure of Confidential Information Neither of us will disclose to any third party without the prior written consent of the other party any proprietary or confidential information including, without limitation, the terms and conditions of this Contract and amounts payable under this Contract, which is received from the other party for the purposes of providing or receiving Services (“Confidential Information”).
6.2 Disclosure Required by Law Notwithstanding 6.1 above, either of us will be entitled to disclose Confidential Information of the other to: (i) our respective insurers or legal advisors, or (ii) a third party to the extent that this is required by law, by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal right, duty or requirement to disclose.
7.1 General We will use reasonable skill and care in the provision of the Services and the preparation of any Deliverables.
7.2 Current Law Our services are provided in accordance with the RICS Conditions of Engagement and Conditions of Conduct current during the term of this Contract.
8.1 Ownership of Documents Files and documents (including our working papers), created during the provision of the Services, belong to us and will remain under our power and control. It is not our practice to release or grant access to such papers. Documents coming into our possession or created when we act as a client’s agent belong to the client and may be returned on request. We reserve the right to retain a copy of all such documents released to the client.
8.2 Destruction of Documents It is our practice to destroy after seven years documents belonging to us, which have no lasting significance. Should it be necessary to agree a different period of time this will be specified in the Instruction Letter.
9 Complaints Procedure
9.1 A person has been appointed in this office to deal with complaints, and you should not hesitate to contact the relevant person. Details are set out below:
James Griffiths, MG Project Management, Tel: 01245 402180
9.2 Where your complaint is initially made orally, you will be requested to send a written summary of your complaint to the person dealing with it.
9.3 Once we have received your written summary of the complaint, we will contact you in writing within seven days to inform you of our understanding of the circumstances leading to your complaint. You will be invited to make any comments that you have in relation to this.
9.4 Within twenty one days of receipt of your written summary, the person dealing with your complaint will write to you, in order to inform you of the outcome of the investigation into your complaint and to let you know what actions have or will be taken.
9.5 If you are dissatisfied with any aspect of our handling of your complaint, you should contact (insert the appropriate details of a person, e.g. in the case of a firm, the senior partner, or in the case of a sole principal, another person whether or not locally based, to whom the sole principal is prepared to refer unresolved complaints), who will personally conduct a separate review of your complaint and contact you within fourteen days to inform you of the conclusion of this review.
9.6 If you remain dissatisfied with any aspect of our handling of your complaints, then we will attempt to resolve this promptly through negotiations, and otherwise agree to enter into mediation with you in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure or the mediation process operated by the Royal Institution of Chartered Surveyors.
9.7 If the complaint has still not been resolved to your satisfaction, we agree referral of your complaint to the Surveyors and Valuers Arbitration Scheme operated by the Chartered Institute of Arbitrators, 24 Angel Gate, City Road, London EC1V 2RS from whom details of the Scheme may be obtained.
10.1 Sub-contracting We reserve the right to employ agents and sub-contractors to assist us when providing any part of the Services. Any reference to our staff in the Contract includes agents and sub-contractor staff. We will remain liable to you in respect of any Services provided by our agents and sub-contractors.
10.2 Force Majeure Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Contract to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, strike, lockouts and industrial disputes.
10.3 Assignment Neither party may transfer, charge or otherwise seek to deal with any of its rights or obligations under this agreement without the prior written consent of the other party.
10.4 Notices Notices must be served either personally, sent by prepaid registered post or faxed to the address of the other party given in this Contract or to any other address as the parties may have notified during the period of the Contract. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its dispatch.
10.5 Instruction Letter to take Precedence In the event of any conflict between these Terms of Business and the Instruction Letter and any other document which forms part of the Contract, the Instruction Letter will take precedence.
10.6 Governing Law This Contract will be governed by and interpreted in accordance with the laws of England.