Meaning of Words:
- Whenever the words and phrases shown in quotes appear in these Terms they will always have these meanings:
- “We, us, our, ourselves” – Barnes Design & Build.
- “You, your, yourselves” – the client named in the Proposal.
- “The Proposal” – the written summary submitted to you of proposals and recommendations for work to be carried out by us.
- “The Services” – the work described in the Proposal and to be performed by us in accordance with these Terms.
- “Fees” – fees for work carried out by us in providing the Services as stated in the proposal including:
- Time spent by our personnel while out of the office when they cannot undertake work for any other clients due to their duties in performing the Services.
- Abortive work caused by you or other extraneous agencies outside our control providing inaccurate or incomplete information or where a current project or part of a project is terminated by you
- “Disbursements” – all costs, charges and expenses incurred by us on your behalf in connection with the Services including sub-contractors work where we are the employer.
- “Materials” – written work, digital media or any other material produced in connection with the Services.
- “The Terms” – these terms of Engagement.
Information and Assistance
- You shall supply us, free of charge, with all relevant data and information requested by us to enable us to prepare the Proposal. The Proposal is prepared on the basis that all the information supplied by you is accurate and complete.
- You shall provide us with all the assistance reasonably necessary for us to carry out the Services.
- We will be permitted to display our signage on your property for an agreed time period.
- We have the right to appoint consultants or other professional experts as we consider appropriate in connection with the Services.
- We may nominate any of our personnel who we deem appropriate to carry out the Services and we will use reasonable efforts to maintain appropriate continuity of personnel but we retain full discretion to vary the personnel carrying out the Services.
- The time period in which we will carry out the Services is that specified in the Proposal.
- You will discuss with us a reasonable extension of time for the completion of the Services if our performance of the Services is delayed, hindered or prevented by anything beyond our reasonable control.
- You are not entitled to withhold payment of any of our invoices in the event that there is a delay in the completion of the Services.
Fees and Disbursements
- You shall pay our Fees as specified in the Proposal together with any additional Fees for agreed variations to the Services at our rates current at the time the variations are carried out.
- In addition to our Fees, you shall also pay for Disbursements. Disbursements may be subject to a 15% administration and management charge. Examples of Disbursements are printing, reproduction and purchase of all documents, long distance telephone calls, fax messages, travelling, hotel and subsistence expenses, special delivery charges, the fees and out of pocket expenses of any consultant appointed in accordance with this contract and the costs of goods and services purchased on your behalf at your request or as specified in the Proposal. This is not an exhaustive list.
- If a lump sum, all inclusive set fee, has been quoted then all charges outlined, as disbursements are included and are to our cost.
- Where the Disbursements exceed a total of £1,000 we may require payment from you prior to incurring these Disbursements on your behalf and we shall be under no obligation to incur these Disbursements until we receive payment from you. Any delay in the performance or completion of the Services which occurs as a result shall be your responsibility.
- We reserve the right to increase the Fee rates specified in the Proposal upon giving you 30 days’ prior written notice.
- If for any reason you do not wish us to complete the Services, we have the right to render an invoice for our Fees and Disbursements up to the date that you terminate our appointment.
- We shall invoice you for the Services at monthly intervals or in accordance with the agreed Fee Schedule.
- Value Added Tax is added (where applicable) to all our Fees and Disbursements. VAT is charged at the then current rate.
- Unless otherwise stated, all invoices shall be paid in full to the invoice address within 14 days of their delivery to you. You may not make any deduction for any payment due to us in respect of monies owed by us to you, without our prior written agreement.
- If payment is overdue, or if any invoice is not paid in full as above, we have the right to:
- Stop all further work relating to the Services (and any other related or unrelated services we may be performing for you)
- Charge interest at the rate of 2% per month on any amounts outstanding from you from the date on which they are due until we receive your payment.
- The above provisions do not affect any other rights or remedies we may have concerning overdue payment.
Variations to the Services
- We will take any reasonable action to comply with your reasonable requests to amend, change or add to the Services once they begin and before they are completed. Such variations to the Services may incur increased costs.
- We have the right to refuse to vary the Services.
Copyright and Intellectual Property
- The copyright and all other intellectual property rights in any Materials we produce belong to us. You are not entitled either directly or indirectly to make use of any such Materials other than in connection with the Services unless you obtain our prior written consent.
- Any alternative products devised by us in the course of the Services but not formally provided to you and not acted on by you will remain our property. You may purchase these alternate products with our written agreement.
- You may on request purchase from us any Materials produced by us and the copyrights and other intellectual property rights in those items. If this occurs, we shall retain a royalty free licence in all such rights.
- In relation to the Services and Materials produced on your instructions, it is up to you to ensure that our use and incorporation of all trade marks, trade names and other intellectual property or proprietary rights and any name, logo, emblem or other material does not infringe any third party’s intellectual property or other proprietary rights or interests in the UK and elsewhere. Despite anything implied by common or statute law, we are not liable for any loss or damage arising from any infringement of any such intellectual property or other proprietary rights which may arise in carrying out the Services. You agree to indemnify us against any resulting costs, claims, demands, actions and liabilities whether paid, incurred or suffered.
- You agree not to disclose to any third party any know-how or confidential information we disclose to you. You must take all necessary steps to ensure that such information is not disclosed to any third party by any of your present or past officers, employees or sub-agents.
- We will not, without your prior written consent, disclose to any third party any confidential information we receive in relation to or arising from the Services provided.
- The obligations above will remain in force when the Services are completed or when our appointment is ended for any reason.
- To the extent permitted by law, we are not liable for any indirect, economic or consequential loss or damage suffered by you.
- Our total liability for claims brought by you in respect of the Services shall not exceed twice the amount of our total fees for completing the Services.
- Either side may end our appointment immediately by giving the other written notice if the other side breaks any of these Terms or seeks to vary the Services to an unreasonable extent.
- We may terminate our appointment upon giving you 30 days’ prior written notice if you fail to pay our invoices for more than three months. If you pay the sums outstanding together with all interest due during the 30-day period our appointment will continue as if no notice of termination had been served.
- Our appointment will end when the Services have been completed by us and all sums due to us in respect of the Services have been paid in full.
- We may end our appointment immediately by giving you written notice if:
- You unreasonably and persistently delay the carrying out of the Services
- Persistently refuse or neglect to co-operate with us in the carrying out of the Services
- Cannot pay or do not your debts when due
- Make an arrangement with your creditors or go into liquidation (except for the purposes of an amalgamation or reconstruction)
- Have a receiver or administrator appointed over or possession taken of any part of your business, property or assets
- Take or allow any similar action because of your debts
- Cease or threaten to cease trading
- Or have failed to agree a recommencement date with us for a period of six months after the Services have been postponed.
- The termination of our appointment will not affect the rights accrued by either side up to the date of termination and in particular payment of all our Fees and Disbursements incurred up to that date.
- We shall still be entitled to enforce any rights or remedies we may have against you if at any time we do not insist upon the strict performance by you of these Terms and the invalidity of all or part of any clause in these Terms will not affect the validity of the remainder of such a clause or of these Terms.
- The Terms and the Proposal jointly form the basis of the contract between you and us and should be read as one document. Unless varied as agreed below, these are the sole Terms on which we can contract with you to carry out the Services. Any terms and conditions, which are inconsistent with these Terms, shall be of no effect.
- If there are any inconsistencies between the Terms, the Proposal and any agreed variation, the terms of the agreed variation shall take priority over the Proposal, which in turn shall take priority over the Terms.
- The contract between you and us will come into effect when you accept the Proposal and request us in writing to carry out the Services.
- Variations to the Terms or the Proposal are only effective if they are agreed jointly by you and us in writing.
- Any notice from you to us required under these Terms must be given by post or hand delivered to us at 4, Abercrombie St., London SW11 2JD, or to any other address of which we notify you in writing and any notice from us to you required under these Terms will be sent to you at the address to which the Proposal was sent, unless you notify us of some other address for this purpose. Any notice will be treated as having been given or made, if posted, 48 hours after posting or, if sent by hand, when it is actually delivered and a receipt obtained.
Law and Jurisdiction:
- These Terms are to be governed and interpreted according to English law.