General Terms of Contract

Finitas Engineering Ltd

These conditions (“Conditions”), construed under English Law for projects in England & Wales, under the Laws of Scotland for projects in Scotland, under the Law of Northern Ireland for projects in Northern Ireland, or under the Law of the Republic of Ireland for projects in the Republic of Ireland, are applicable to the appointment of Finitas Engineering Ltd (“the Firm”) by the “Employer” for the provision of Consulting Engineering Services on the Project. They shall be read in conjunction with the Firm’s covering letter, fee proposal, schedules and referenced documents, which collectively comprise the contract (“Contract”) between the Firm and the Employer. Where there is any discrepancy between clauses in different documents, these Conditions shall prevail unless expressly stated otherwise.

Limitation

No action or proceedings for any breach of the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be commenced against Finitas Engineering Ltd after the expiry of six (6) years from the date of completion of the Services under the Contract.

Applicable Terms

If any provision of the Contract is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Provision of Services

The Contract incorporates the Association of Consulting Engineers (ACE) Conditions of Engagement as referenced within the quotation documentation, except where amended by these Conditions. The Firm shall exercise reasonable skill and care in the performance of its Services. Nothing in the Contract shall be construed as imposing a duty on the Firm greater than the use of reasonable skill and care in accordance with the normal standards of its profession.

Firm’s Total Liability

Subject always to liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, the total aggregate liability of Finitas Engineering Ltd to the Employer for any one claim or series of claims arising out of the same originating cause under or in connection with the Contract (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the level of Professional Indemnity Insurance maintained by the Firm at the time the claim arises, being £1,000,000 (one million pounds), or such lesser sum as stated in the Contract. The Firm’s liability shall in any event be limited to such sum as it would be just and equitable for the Firm to pay having regard to the extent of its responsibility for the loss or damage suffered.

Fees and VAT

The Firm’s fees are exclusive of VAT. VAT shall be added at the prevailing rate at the time of invoicing.

Commencement of Work

The Firm requires written acceptance of the fee proposal prior to commencement of Services. If instructed to commence Services prior to completion or agreement of formal documentation, including appointment, framework agreement, purchase order, novation, collateral warranty, reliance letter or similar documentation, payment shall not be conditional upon execution of such documentation and the Employer shall not withhold fees pending completion of such documentation. Where Services have commenced, the Firm reserves the right to invoice for work undertaken to date.

Clearance of Payment

The Firm reserves the right to request cleared funds prior to issue of reports, calculations, drawings or other deliverables.

Accounts

Accounts will be rendered monthly reflecting a fair proportion of Services completed. Where third-party services are procured by the Firm in order to complete the scope of Services, such costs may be invoiced at any time together with an administration fee of 20% unless otherwise agreed. Payment of accounts without retention or discount is required within twenty-eight (28) days from the date of invoice. Interest may be charged on overdue accounts at 4% above the Bank of England Base Rate.

Inflation Adjustments

For commissions exceeding twelve (12) months, the Firm reserves the right to adjust any unclaimed fees in line with the prevailing rate of inflation on 1 August each year.

Payment and Suspension

If payment is not made when due, the Firm may suspend all or part of the Services upon giving seven (7) days’ written notice. The Firm shall have no liability for any delay, loss or damage arising from such suspension.

Offer Period

The Firm’s offer remains open for acceptance for thirty (30) days from the date of the covering letter unless otherwise agreed.

Geographical Limitation

Quoted fees and rates apply to Services undertaken within the United Kingdom unless expressly stated otherwise.

Firm’s Documents

All reports, drawings, schedules, calculations and other documents prepared by the Firm (“Designs”) are confidential to the Employer and its professional advisers. They shall not be reproduced, disclosed or relied upon by third parties without the Firm’s prior written consent. The Firm accepts no liability for use of the Designs for purposes other than those for which they were prepared.

Title and Copyright

Ownership of the Designs remains vested in Finitas Engineering Ltd. Upon full payment of fees, the Employer is granted a non-exclusive licence to use the Designs solely for the purpose for which they were prepared. The Firm assumes no liability to third parties arising from use of the Designs.

Building Information Modelling

Where Services are undertaken utilising BIM, the Firm’s Services shall meet the requirements of ISO 19650 Level 2 relevant to the agreed scope. Overall BIM coordination and production of the Federated Model shall be undertaken by others unless expressly agreed in writing.

Consequential Loss

Under no circumstances shall the Firm be liable to the Employer for any indirect or consequential loss including, without limitation, loss of profit, loss of contracts or pure economic loss.

Termination of Services

In the event that the Employer terminates the Services without just cause, the Firm reserves the right to recover loss of revenue, including loss of profit and reallocation costs, in accordance with the ACE Conditions of Engagement.

Disputes and Use in Litigation

If the Employer intends to use any Designs or information provided by the Firm in litigation or dispute resolution proceedings, the Employer shall notify the Firm in writing and seek the Firm’s approval prior to such use. The Firm reserves the right to refuse provision of documents for use in disputes involving the Firm. This appointment does not constitute an Expert Witness engagement unless separately agreed in writing.

Adjudication

The Employer accepts that disputes may be referred to adjudication in accordance with the Housing Grants, Construction and Regeneration Act 1996 (as amended).

Completion Dates

The Firm shall exercise reasonable skill and care to meet quoted completion dates. However, time is not of the essence and the Firm shall not be liable for delay unless arising from its failure to exercise reasonable skill and care.

Changes to Designs

Changes to Designs requested by the Employer or arising from circumstances beyond the Firm’s control shall be charged on a time basis at agreed rates.

Exclusion from Fee

Unless expressly stated, fees exclude costs of services or data required from other consultants, authorities or specialists including site investigations, surveys, statutory fees or other services not specifically referred to in the fee proposal.

Exclusion of Services

Unless specifically covered in the fee proposal, all other services are expressly excluded.

Third-Party Information

The Firm shall rely on the accuracy of all third-party information provided by the Employer or the Employer’s representatives and shall not verify its correctness. The Firm accepts no liability for errors arising from incorrect or incomplete third-party information. Any changes to such information must be referred back to the Firm for comment. The Firm reserves the right to charge additional fees where delays or additional work arise from late, incomplete or revised third-party information.

Collateral Warranties

If required to enter into collateral warranties or duty of care agreements, the Firm reserves the right to charge 5% of the fee associated with the Services requiring such warranties, or a minimum of £1,000 plus VAT, to cover management and insurance costs.

Letters of Reliance

Letters of reliance shall be subject to a charge of £750 plus VAT per report referenced to cover management and insurance costs.

Net Contribution Clause

The Firm’s liability under the Contract and any collateral warranties shall be limited to that proportion of the loss which it would be just and equitable to require the Firm to pay having regard to the extent of its responsibility for the same.

Disbursements

Disbursements and expenses may be charged as incurred. All third-party costs paid by the Firm on behalf of the Employer may incur an administration fee of 20% unless otherwise agreed.

CDM Regulation

It is assumed that the Employer is aware of and will comply with their duties under the Construction (Design and Management) Regulations 2015 or equivalent legislation. Client duties cannot be delegated to the Firm.

Building Safety Act and Building Regulations

Where applicable, the Employer must appoint a Principal Designer and Principal Contractor under the Building Regulations. Finitas Engineering Ltd will not act as Principal Designer under the Building Regulations unless expressly appointed in writing.