1. Definitions
"QS Support Ltd" trading under these conditions. "Client" is the party at whose request or on whose behalf QS Support Ltd undertakes surveying services. "Report" means any report or statement supplied by the Surveyor/Consultant in connection with instructions received from the Client. "Disbursements" means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, subsistence and hotel accommodation where an overnight stay is necessary. “Fees" means the fees charged by QS Support Ltd to the Client and including any value added tax where applicable and any Disbursements.
2. Scope
QS Support Ltd shall provide its services solely in accordance with these terms and conditions
3. Work
The Client will set out in writing the services which it requires QS Support Ltd to provide. QS Support Ltd will confirm in writing that it accepts those instructions or alternatively what services it will perform in connection with the Client's instructions. Once QS Support Ltd and the Client have agreed what services are to be performed (the Services) any subsequent changes or additions must be agreed by both parties in writing.
4. Payment
The Client shall pay QS Support Ltd's Fees punctually in accordance with these Conditions and in any event not later than 14 days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties. Any delay in payment shall entitle QS Support Ltd to claim interest at 8% above the Base Lending Rate of the Bank of England prevailing at the time of default.
5. Obligations and Responsibilities
(a) Client: The Client undertakes to ensure that full instructions are given to QS Support Ltd and are provided in sufficient time to enable the required Services to be performed effectively and efficiently; and to procure all necessary access for QS Support Ltd to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. QS Support Ltd shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
(b) Surveyor: QS Support Ltd shall use reasonable care and skill in the performance of the services in accordance with sound surveying/consulting practice.
(c) Confidentiality: QS Support Ltd undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission save where required to do so by an order of a competent court of law.
(d) Property: The right of ownership in respect of all original work created by QS Support Ltd remains the property of QS Support Ltd.
(e) Conflict of Interest/Qualification: QS Support Ltd shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for QS Support Ltd to continue its involvement with the appointment. The Client shall be responsible for payment of QS Support Ltd's Fees up to the date of notification.
6. Indemnity
Except to the extent and solely for the amount therein set out that QS Support Ltd would be liable, the Client hereby undertakes to keep QS Support Ltd and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including, but not limited to, legal costs and expenses on a full indemnity basis) which QS Support Ltd may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions
7. Insurance
The Surveyor/Consultant shall effect and maintain, at no cost to the Client, Public Liability Insurance and Professional Indemnity Insurance for such loss and damage for which the Surveyor/Consultant may be held liable to the Client under these terms and conditions.
8. Time Bar
Any claims against QS Support Ltd by the Client shall be deemed to be waived and absolutely time barred upon the expiry of 90 days from completion of the works.
9. General
These Terms and Conditions together with the relevant Instruction and any other document, plan or specification referred to in the Instruction constitute the contract between the Parties for the Project (“the Contract”).
In the event of any conflict between a clause in these Terms and Conditions and a term of the Instruction, the term of the Instruction shall prevail.
The Contract constitutes the entire agreement between the Parties relating to the Project and replaces all previous negotiations, agreements, understandings and representations whether oral or in writing. However nothing in the Instruction shall limit or exclude any liability for fraud.
10. The Project
QS Support Ltd shall carry out and complete the Project:
(a). in accordance with the Purchase Order;
(b). with reasonable skill, care and diligence;
(c). to the reasonable satisfaction of the Client
(d) (Where applicable) using staff or agents with appropriate skills and qualifications.
11. Time of Performance
QS Support Ltd shall carry out the Project by the date or in accordance with the timescales set out in the Purchase Order or in accordance with any timescales reasonably notified to QS Support Ltd by the Client.
QS Support Ltd shall submit such detailed programmes of work and progress reports as the Client may from time to time require.
In the event that QS Support Ltd fails to meet a date or dates set out in the Purchase Order or comply with the timescales contained in the Purchase Order it shall, on the request of the Client, and without prejudice to the Client’s other rights and remedies, arrange to provide all such additional resources as are necessary to fulfil its obligations at no additional cost to the Client.
12. Consultant’s Personnel and Security
The Consultant shall comply with any notice reasonably given by the Client stating that a person named in the notice is not to be involved any further in the provision of the Project. The Consultant shall bear the cost of complying with such a notice.
Where the Project is being carried out at Premises owned or occupied by the Client then the Consultant shall comply and shall ensure that its staff, sub-contractors and agents comply with any rules or regulations applied by the Client in relation to security at its premises;
13. Disputes and Mediation
Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Contract. If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”). The Parties shall seek to agree directions for how the mediation is conducted and, failing agreement, they shall seek directions from the Mediator.
14. Client Credit Limit
QS Support Ltd reserves the right to cap the level of credit offered to a client. The standard practice is to cap this at £3,000.00, so that QS Support Ltd has reduced liability if the client does not pay for works completed. Management will take a view on this cap from client to client. QS Support Ltd reserves the right to request up to a 50% deposit of the likely fee from all new clients.
15. Staff
If the terms of the project’s arrangement is that a member of Staff from QS Support Ltd is ‘on placement’ at the client’s offices or working site; If the individual is then offered work directly with the client, the client agrees to paying a ‘Finder’s Fee’ of £10,000 + VAT or 15% of the employment package (whichever is higher) to QS Support Ltd.
16. Invoice Queries
Invoices will be raised on completion of task or monthly depending on prior fee agreement.
If there are any queries concerning the work or amount being invoiced, these MUST be raised no later than 5 working days after receipt of invoice, in order for QS Support Ltd to resolve the problem.
17. Notice of Termination
If the client wishes to terminate the services of QS Support Ltd, there MUST be either two working weeks’ notice OR the client agrees to pay QS Support Ltd the value of four weeks work as a ‘termination fee’, upon receipt of our final invoice. If a deposit has been taken, this may be held against the termination fee. In the case of a member of staff committed to the client for 3 days/week or more, then QS Support Ltd would require one month’s notice on termination.
By proceeding with work with QS Support Ltd in any form, it is deemed our Terms and Conditions as above are accepted by all parties involved.
