Terms & Conditions
1.0 INTRODUCTION
1.1 VOLOCO LLP shall provide the services with reasonable skill, care and diligence
2.0 CLIENT’S OBLIGATIONS
2.1 The client shall supply such information to VOLOCO LLP at such times as is reasonably required for the performance of the services.
2.2 The Client shall notify VOLOCO LLP in writing of any agent appointed to act on behalf of the Client together with the limits of authority and of any change or dismissal of the agent.
2.3 The Client shall notify VOLOCO LLP in writing of any instructions to vary the services.
3.0 ASSIGNMENT
3.1 Neither the Client nor VOLOCO LLP shall assign the whole or any part of this Agreement without the consent of the other in writing. Such consent shall not be unreasonably withheld.
4.0 PAYMENT
4.1 The Client shall pay VOLOCO LLP for the performance of the services the fees and charges as are set out in the Fee Offer. All fees and charges under the Agreement are exclusive of Value Added Tax which, if due, shall be paid concurrently in addition.
4.2 The “final date for payment” shall be 14 days (or other such period that may be detailed within the Fee Offer) after the due date for payment (due date to be the date of the invoice). Payment shall be made no later than the final date for payment. Thereafter, interest may be charged at current banking rates and the following penalty charges will apply, but may be credited entirely at the discretion of VOLOCO LLP
• 1 day overdue: £100.00
• 7 days overdue: £200.00
• 14 days overdue: £500.00
4.3 The Client must, not later than 5 days after the due date for payment, give to VOLOCO LLP written notice stating the amount which the client proposed to pay and the basis on which
that amount is calculated. Where no such notice is given the amount to be paid is that stated in the invoice.
4.4 Where the Client intend to withhold payment of any amount either stated in VOLOCO LLP’s invoice or in a written notice given by the Client under Clause 4.3 above, the Client must give written notice to VOLOCO LLP not later than 5 days before the final date for payment, stating the amount to be withheld and the grounds for withholding payment.
4.5 Any amounts due to VOLOCO LLP under this Agreement, which remain unpaid by the Client after the final date for payment shall bear interest at bank base rate and be subject to the penalty charges outlined in 4.2 above.
4.6 In the event that the Client is in default over payment of amounts at the final date for payment and no notice of intention to withhold payment from such amount has been given under Clause 4.4 above, VOLOCO LLP may suspend performance of any or all of the services. This right it subject to VOLOCO LLP first giving the Client not less than 7 days written notice of such intention and stating the ground for suspension. The right to suspend performance shall cease when the Client makes payment of the amount due. Any such period of suspension shall be disregarded for the purposes of contractual time limits previously agreed for the completion of the services. Such suspension shall not be treated as a suspension under Clause 8 below.
4.7 VOLOCO LLP shall notify the Client in writing as soon as it becomes reasonably apparent that any work additional to the subject of this Agreement will be required.
4.8 Where VOLOCO LLP is involved in additional work because of:
• changes in the scope of the work, and/or
• changes in the programme of the works and/or
• changes in the instructed services and/or
• the commencement of adjudication, arbitration or litigation
The Client shall pay to VOLOCO LLP additional fees calculated (unless otherwise agreed) on the time charge basis as noted in the Fee Offer.
5.0 PROFESSIONAL INDEMNITY INSURANCE
5.1 VOLOCO LLP shall use reasonable endeavours to take out and maintain professional indemnity insurance as defined in the Fee Offer provided that it is available at commercially
reasonable rates.
5.2 VOLOCO LLP shall on the written request of the Client provide evidence that the insurance is properly maintained.
5.3 VOLOCO LLP shall immediately inform the Client if the insurance referred to in Clause 5.1 above ceases to be available at commercially reasonable rates in order that the best means of protecting the respective positions of the Client and VOLOCO LLP can be implemented.
6.0 COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
6.1 The copyright and intellectual property rights in all documents and work prepared, conceived or used by VOLOCO LLP in providing the services shall remain the property of VOLOCO LLP. Subject to payment by the Client of the fees properly due to VOLOCO LLP under this Agreement and further written agreement, VOLOCO LLP may grant to the Client an irrevocable non-exclusion royalty-free licence to copy and use the documents for any purpose related to the project
6.2 VOLOCO LLP shall not be liable for any use of the documents or work for any purpose other than that for which they were prepared and provided by VOLOCO LLP
7.0 SUSPENSION AND TERMINATION
7.1 Either party may suspend performance by VOLOCO LLP of all or any of the services by giving 28 days written notice to the other (or such other period that may be set out in the Fee Offer Schedule). If the services have been suspended for a period of more than 3 months either party may terminate the Agreement by giving written notice to that effect.
7.2 Either party may terminate the appointment of VOLOCO LLP under this Agreement by giving 28 days written notice to the other (or such other period that may be set out in the Fee Offer Schedule).
7.3 Where the services have been suspended by the Client and the Agreement has not been terminated, the Client may, by giving reasonable written notice to VOLOCO LLP, require VOLOCO LLP to resume the performance of the services.
7.4 If the Client materially breaches its obligations under this Agreement, VOLOCO LLP may serve on the Client a notice specifying the breach and requiring its remedy within 14 days and if the Client thereafter fails to remedy such breach within that period, VOLOCO LLP may terminate the Agreement by giving written notice to the Client 7.5 If either party:
• commits and act of bankruptcy or has a receiving or administrative order made against it, and/or
• goes into liquidation and/or
• becomes insolvent and/or
• makes any arrangement with its creditor the other may suspend performance of the services or may terminate the appointment by giving written notice to the Client.
7.6 These rights are in additions to those granted to VOLOCO LLP under Clause 4 above
8.0 CONSEQUENCES OF SUSPENSION AND TERMINATION
8.1 If the performance of the services has been suspended under Clause 4 or Clause 7 above or the Agreement has been terminated pursuant to the provisions of Clause 7 above:
a) The client shall pay VOLOCO LLP any instalments of the fees due to VOLOCO LLP up to the date of suspension or termination together with a fair and reasonable proportion of the next following instalment commensurate with the services performed by VOLOCO LLP
b) Unless the Agreement has been terminated by the Client because of a material breach by VOLOCO LLP, the client shall pay VOLOCO LLP within 14 days of written demand, the consequential costs necessarily incurred as a result of the suspension or termination
8.2 Termination of the Agreement shall be without prejudice to the rights and remedies of the parties
9.0 DISPUTES
9.1 If a dispute arises out of this Agreement, the Client and VOLOCO LLP shall attempt to agree a settlement in good faith.
9.2 If the dispute is not thus resolved, the Client or VOLOCO LLP may at any time give notice to the other in writing that he wishes to refer the dispute to an adjudicator, provided the contract is in writing and/or is not with a residential occupier. The person who is to act as the adjudicator shall be agreed between the Client and VOLOCO LLP within 2 days of such notice having been given or, failing agreement by a person nominated by The Royal Institution of Chartered Surveyors within 5 days of such notice having been given. The referring party shall refer the dispute in writing to the adjudicator within 7 days of such notice having been given.
9.3 The adjudication shall be conducted in accordance with the provisions of the Construction Industry Council Model Adjudication Procedures current at the time of entering into this Agreement save that Clause 30 shall be amended to add “No party shall be entitled to raise any right of set-off, counterclaim, and/or abatement in connection with any enforcement proceedings”
9.4 The adjudicator shall act impartially and may take the initiative in ascertaining the facts and the law.
9.5 The adjudicator shall reach a decision within 28 days of the referral of the dispute or any such period exceeding 28 days that the Client and VOLOCO LLP may agree
10.0 LIABILITY
10.1 The liability of VOLOCO LLP shall be limited to the amount of the professional indemnity insurance.
11.0 CONFIDENTIALITY
11.1 VOLOCO LLP shall ensure that all documents and information provided by the Client to VOLOCO LLP in connection with the Agreement (other than that already in the public domain)
shall be treated as confidential. VOLOCO LLP shall not use, distribute or duplicate any such information except for the purposes it was made available.