1.1 “the Client” means the person(s) or company to whom the Terms of Engagement are addressed and the person(s) or company receiving the Services.
1.2 “JB” means Jaggard Baker LLP an English registered limited liability partnership (registered number 0C362437) whose registered address is McBride House, 32 Penn Road, Beaconsfield, Bucks, HP9 1LZ.
1.3 “the Fee” means the fees payable by the Client in consideration of JB carrying out the Services.
1.4 “the Property” means the location, site or building(s) which is the subject of the Services.
1.5 “the Services” means the service(s) provided by JB in carrying out the Client’s instructions.
1.6 “the Report” means any document, report, drawing, specification, calculation, form or table which is written, produced or created by JB in the course of carrying out the Services.
1.7 “Letter of Engagement” means the letter which has been or will be sent to the Client by JB or its predecessor Jaggard Baker and which sets out details of the Client, Services, Property and Fee together with such other details relating to the Services as may be appropriate.
1.8 “the Terms of Engagement” means this document together with the Letter of Engagement.
1.9 If there is any inconsistency or contradiction between the Letter of Engagement and these Terms & Conditions, the provisions of the Letter of Engagement will prevail.
1.10 From time to time it may be necessary to amend or supersede these Terms and Conditions by new terms. Where this is the case JB will notify you of the changes and, unless we hear from you to the contrary within 7 days after such notification, the amendments or new terms will come into effect from the end of that period.
1.11 As an English registered limited liability partnership JB is a body corporate and as such has “members” and not “partners”. However it is more usual for senior professionals to refer to themselves as “partners” and in common with other professional firms our members have decided to retain the traditional title of “partner”. Therefore where we refer in these Terms of Engagement or otherwise to a person being a “partner” that title refers to a member of Jaggard Baker LLP.
2. APPOINTMENT AND LIABILITY
2.1 The Client has instructed JB to undertake the Services and JB agrees to provide the Services in accordance with the Terms of Engagement.
2.2 JB shall provide the Services with all reasonable professional skill and care.
2.3 The liability of JB for its own acts and omissions whether in contract or in tort or otherwise for any loss, injury or damage sustained shall be limited in each of the following respects:
2.3.1 JB shall not in any event be liable for more than JB’s just and equitable proportionate share of the loss, injury or damage assuming that all other professional/consultants/ specialists (either directly or sub-appointed) who are responsible are equally obliged to exercise reasonable professional skill and care and that they have been appointed on terms no less onerous and shall be deemed to have paid to the Client their just and suitable proportionate share of the liability.
2.3.2 JB shall not in any event be liable unless proceedings by way of court action or arbitration or alternative dispute resolution have been commenced within six years from completion of the Services.
2.3.3 subject to paragraph 2.5 the maximum liability of JB shall be limited to £3 million in total for all claims arising in connection with the Services.
2.3.4 no liability shall attach to JB 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 party other than JB and JB shall not be liable to indemnify the Client in respect of any claim made against the client for any such loss, injury or damage.
2.4 The Client will not be entitled to recover, and hereby disclaims and waives any right that it may otherwise have to recover lost profit or revenues or indirect of consequential loss or damage as a result of any breach (including without limitation, negligence) by JB of its obligations in respect of the Services.
2.5 Nothing in the Terms of Engagement shall exclude or restrict JB’s liability:-
2.5.1 for death or personal injury resulting from JB’s negligence; or
2.5.2 for fraud, illegal or unlawful acts
2.6 The duties and responsibilities owed to the Client in respect of the Services are solely and exclusively those of JB and no employee or partner of JB (whether or not a member of Jaggard Baker LLP) shall owe the Client any personal duty of care or be liable to the Client for any loss or damage howsoever arising as a consequence of the acts or omissions of such employee or partner (including any negligent acts or omissions) save and to the extent that such loss or damage is caused by the fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee or partner. The Client will therefore not bring any claim personally against any individual employee or partner of JB (other than in respect of those liabilities caused by fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee or partner). The terms of this paragraph will not limit or exclude the liability of JB for the acts or omissions of its employees or partners.
2.7 If at any time any provision contained in the Terms of Engagement is or becomes illegal, invalid or unenforceable in any respect, it will not affect or impair the legality, validity or enforceability of any other provision contained in the Terms of Engagement.
3. PAYMENT OF PROFESSIONAL FEES
3.1 The Client undertakes to pay the Fee to JB for the performance of the Services in accordance with the Terms of Engagement and at the rate set out in the Letter of Engagement (and any specific stage payment schedules).
3.2 JB shall issue an invoice for the Services (or part thereof) and this will be payable by the Client within 28 days of the date of issue of the invoice.
3.3 JB reserves the right to charge the Client interest (both before and after any Judgement) on any unpaid invoices at the rate of 3% per annum above the base rate for the time being at HSBC Bank Plc from the date which is 28 days after the date of the invoice until payment is made, or, at the sole election of JB, interest due under the Late Payment of Commercial Debts (interests) Act 1988.
3.4 Where the fee is subject to the addition of expenses and disbursements these shall be payable by the Client as invoiced and at the rates indicated by JB.
3.5 The Fee shall be subject to the addition of Value Added Tax applicable at the time of the invoice.
4. COMMENCEMENT AND TERMINATION
4.1 The commencement of instructions under the Terms of Engagement will be on the date set out in the Letter of Engagement.
4.2 Either the Client or JB may terminate the JB appointment by giving 28 days notice in writing to the other party or immediately in the event of either party having a receiver, administrative receiver or administrator appointed over all or any part of its assets or undertaking or if either party passes a resolution to wind up or has a liquidator appointed or, in the case of an individual, is adjudged bankrupt.
4.3 In the event of termination of instructions for whatever reason, the Client shall pay all fees reasonably due to JB on receipt of an invoice.
4.4 The termination of instructions under the Terms of Engagement will not affect the rights of either party that have accrued to the date of termination.
5.1 The copyright in the Report and other documents produced by JB in connection with the Services (the “Proprietary Material”) shall remain vested in JB but the Client shall have an irrevocable royalty-free and non-exclusive licence to copy and use such drawings and other documents and to reproduce the designs contained in them for any purpose related to the Services, including but without limitation, the construction, reconstruction, completion, maintenance, letting, promotion, management, sale advertisement, reinstatement, repair, alteration, modification, extension and use of the Property. Such licence shall carry the right to grant sub-licences and this licence and such sub-licences shall be transferable to third parties. JB shall not be liable for any use of the Proprietary Material for any purpose other than that for which the same was prepared and provided by JB.
6.1 The Report and Services provided to the Client will be treated by JB in confidence and JB will take reasonable steps to keep such matters confidential as may be required by the Client in writing save for such information which:
6.1.1 is now or hereafter becomes available in the public domain other than through the fault of JB or any of its partners, employees sub-contractors or advisers.
6.1.2 is already or becomes known to JB or any of its partners, employees, sub-contractors or advisors at the time of its disclosure.
6.1.3 is required by law by any court of competent jurisdiction or by a governmental or regulatory authority, or whether there is a legal duty or requirement to disclose.
7. THIRD PARTY
7.1 The Report is supplied to the Client for the strict and limited purpose as intended and all information within the Report may only be used by the Client. No liability whatsoever is offered to any third party without the express written consent of JB.
7.2 Except as set out in paragraph 2.6, the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Terms of Engagement.
8.1 Neither party may assign any of their respective rights or obligations under the Terms of Engagement to any third party without the prior written consent of the other party.
9. GOVERNING LAW
9.1 The Terms of Engagement shall be governed by and construed and interpreted in accordance with the law of England and Wales and the parties agree that all matters arising out of or in connection with these Terms of Engagement shall be determined by the High Court of Justice in England and the parties hereby submit the exclusive jurisdiction of that Court for such purposes.
10. COMPLAINTS PROCEDURE
10.1 JB has a formal complaints procedure in accordance with the requirements of the Royal Institution of Chartered Surveyors. A copy is available upon request to JB.
11. CLIENT’S MONEY
11.1 Amounts held by JB on behalf of the Client will be held in JB’s client account and no interest shall (save for rent deposit or residential service charge accounts) accrue to the Client in respect of such sums.