The below Terms and Conditions are correct as at 1st April 2018
1. General Terms
1.1 Martin Redston Associates Ltd trading as Martin Redston Associates (referred to throughout this document as Martin Redston Associates) act as Structural Engineering Consultants.
1.2 The Client means the entity instructing Martin Redston Associates in a Fee Agreement/Proposal
1.3 Fee Agreement or Fee Proposal means the covering letter setting out the scope of services and works. This will include estimated charges and any additional agreed terms outside of the below terms and conditions.
2. Fees and Payments
2.1 The Client shall pay Martin Redston Associates fees for services in accordance with these Terms and Conditions and within 21 days of being issued.
2.2 Invoice queries should be made in writing by email or post within 10 days of an invoice being issued. If invoices are queried by phone it may be requested that this is also done in writing.
2.3 Fees for the services provided by Martin Redston Associates are time-based and billed in half hourly segments. The following rates shall apply:
Principal engineer £160 + VAT per hour
Senior engineer £126 + VAT per hour
Junior engineer £84 + VAT per hour
Cad Technician £64 + VAT per hour
2.4 Minor disbursements including local travelling, printing and postage will be included within the hourly rates listed in clause 2.3.
2.5 All site visits by Martin Redston Associates are chargeable in line with those listed in clause 2.3. This includes any initial site consultation that may take place.
2.6 Martin Redston Associates fees are based on the hours that we expect to expend on a project. These quoted prices are not fixed fees as we consider that our service will include a continuing consultancy element both at the design stage and also during the construction phase.
2.7 Changes to designs part way through a project by the Client or any of their partner organisations (including but not limited to the Client, Architects, Builders, Surveyors or Engineers) may incur additional charges or necessitate the need to provide an updated quote for work before Martin Redston Associates proceed with changes. Should this result in a delay to the project Martin Redston Associates cannot be held responsible.
2.8 Martin Redston Associates do not extend credit beyond the invoice payment period. Invoices not paid within the time period set out in clause 2.1 will be subject to Statutory Interest payments of 8% per annum together with a charge of 2.5% of the invoice total to cover the costs of additional administration in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
3. Termination of Contracts
3.1 In the event of termination or suspension by either party in accordance with clause 3.2, the Client shall pay Martin Redston Associates any instalments of the fees due but unpaid
3.2 In the event of a breach of this agreement by the client, Martin Redston Associates may give notice to immediately suspend work, setting out the acts or omissions of the client relied upon as evidence of such breach. If the client does not, to the reasonable satisfaction of Martin Redston Associates, take expeditious steps to repair the breach during the notice period provided by Martin Redston Associates then Martin Redston Associates may forthwith on the expiry of the notice period terminate their appointment with immediate effect by a further notice. Notwithstanding the foregoing, in the event of the failure of the client to make any payment properly due to the consultant in accordance with the provisions of clause 3.1 by the final date for the payment.
3.3 In the event of a breach of this agreement by Martin Redston Associates the client may give immediate notice to suspend the appointment of Martin Redston Associates setting out the acts or omissions of Martin Redston Associates to consultant relied upon as evidence of such breach. If Martin Redston Associates does not take expeditious steps to repair the breach within a fair period the client may forthwith on the expiry of the notice period terminate the appointment of Martin Redston Associates by a further notice. Notwithstanding the foregoing, in the event of the failure of the client to make any payment properly due to the consultant in accordance with the provisions of clause 3.1 by the final date for the payment.
3.4 In the event of any termination by the Client following breach of the fee agreement or these terms and conditions by Martin Redston Associates or in the event of insolvency of either party the Client shall pay Martin Redston Associates a fair and reasonable amount on account of the fees due commensurate with the service performed to the date of termination and any outstanding expenses.
3.5 The client may at any time by notice require Martin Redston Associates to suspend the performance of all or any part of the services. On notice of suspension of all or any part of the services Martin Redston Associates shall cease such suspended services in an orderly and economical manner compatible with a possible order to restart. If the suspension of the performance of all or any part of the services exceeds nine months in aggregate the consultant may by giving four weeks’ notice treat the works or the project or that part of the works or that part of the project as having been abandoned and the appointment of the consultant in respect of all or any part of the services affected shall be automatically terminated.
3.6 Upon the occurrence of any circumstance beyond the control of Martin Redston Associates that is such as to prevent or significantly impede the performance by Martin Redston Associates of the services under this agreement, Martin Redston Associates may without prejudice to any other remedy suspend indefinitely the performance of the services under this agreement in respect of all or such parts of the works as are affected. If the client does not, to the reasonable satisfaction of Martin Redston Associates, take expeditious steps to repair the breach during the notice period provided by Martin Redston Associates then Martin Redston Associates may forthwith on the expiry of the notice period terminate their appointment with immediate effect. Notwithstanding the foregoing, in the event of the failure of the client to make any payment properly due to the consultant in accordance with the provisions of clause 3.1 by the final date for the payment.
3.7 If circumstances arise for which Martin Redston Associates is not responsible and which Martin Redston Associates considers make it irresponsible for them to perform all or any part of the services then Martin Redston Associates reserves the right to terminate their appointment as consultants.
3.8 The appointment of Martin Redston Associates may be terminated forthwith in the event of the insolvency of either party. Notice of termination shall be given to the party that is insolvent by the other party.
4. Suspension of services
4.1 If the client does not pay to Martin Redston Associates the notified sum or the sum specified or raise an invoice query within the time frame set out in clause 2.1 or 2.2 then Martin Redston Associates may (without prejudice to any other right or remedy) suspend the performance of any or all its obligations under this agreement until any outstanding balance has been cleared.
4.2 Any period during which performance is suspended in pursuance of or in consequence of the exercise of that right shall be disregarded in computing (for the purpose of any contractual time limits) the time taken by the consultant or by a third party to complete any work directly or indirectly affected by the exercise of that right (and where a contractual time limit is set by reference to a date other than a period, the date shall be adjusted accordingly)
4.3 The right of suspension will cease when the client clears the outstanding balance on their account.
5. Intellectual property and confidentiality
5.1 Martin Redston Associates property rights shall, as the case may be, vest in or remain vested in Martin Redston Associates but the Client shall have a licence to use the Martin Redston Associates intellectual property rights for any purpose related to the project. Such licence shall enable the client to use Martin Redston Associates intellectual property rights for the extension of the project but such use shall not include a licence to reproduce the designs contained therein for any extension of the project. In the event of the client being in default of payment of any fees or other amounts due under this agreement the consultant may revoke the licence granted herein by giving seven days’ notice. Save as above, the client shall not make copies of any of Martin Redston Associates drawings or other documents or information, nor shall the client use any of Martin Redston Associates intellectual property rights for any purpose other than that for which the same were prepared by or on behalf of Martin Redston Associates.
5.2 Martin Redston Associates shall not, without the written consent of the client, publish alone or in conjunction with any other person any articles, photographs or other illustrations relating to the project. Neither party shall disclose to any other person any private or confidential information unless so authorised by the other party save in the proper course of that party’s duties or to either party’s professional advisers or insurers or as required by permitted law.
6 Limitations and Liability
6.1 Notwithstanding anything to the contrary contained in this agreement and without prejudice to any provision in this agreement whereby liability is excluded or limited to a lesser amount, the total liability of Martin Redston Associates under or in connection with this agreement whether in contract in tort in negligence for breach of statutory duty or otherwise shall not exceed the sum of £1 million.
6.2 Further and notwithstanding anything to the contrary contained in this agreement and without prejudice to any provision in this agreement whereby liability is excluded or limited to a lesser amount the liability of Martin Redston Associates, if any, for any loss or damage (“the loss or damage”) in respect of any claim or claims shall not exceed such sum as it would be just and equitable for the consultant to pay having regard to the extent of Martin Redston Associates responsibility for the loss or damage and on the assumptions that:
• All other consultants and advisers, contractors and sub-contractors involved in the project shall have provided contractual undertakings to the client on terms no less onerous than those provided by Martin Redston Associates.
• There are no exclusions of or limitations of liability nor joint insurance or coinsurance provisions between the client and any other party referred to in clause 6.2 and that any such other party which is responsible to any extent for the loss or damage is contractually liable to the client for the loss or damage.
• All the parties referred to in clause 6.2 have paid to the client such proportion of the loss or damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage
7.1 Martin Redston Associates shall attempt in good faith to settle any dispute by mediation.
7.2 Where this agreement is a construction contract within the meaning of the housing grants, construction and regeneration act 1996 either party may refer any dispute arising under this agreement to adjudication in accordance with the construction industry council model adjudication procedure current at the time of the referral of the dispute. The adjudicator shall be appointed at the request of either party by the association for consultancy and engineering. The statement of case to be sent by the referring party to the adjudicator in accordance with that procedure shall not exceed eight single-sided sheets of A4 sized paper excluding any attachments.
8.1 Martin Redston Associates shall maintain public liability and professional indemnity insurances in the amount and for the length of time sufficient to cover the consultants liabilities under this agreement provided always in either case that such insurances are available at commercially reasonable rates and subject to all exceptions exclusions and limitations to the scope of cover that are commonly included in such insurance at the time the insurances are taken out or renewed as the case may be. The consultant shall immediately inform the client if such professional indemnity insurance ceases to be available on the terms required by this clause at commercially reasonable rates in order that the client and the consultant can discuss means of best protecting their respective positions in the absence of such professional indemnity insurance
8.2 As and when reasonably requested to do so by the client, Martin Reston Associates shall produce for inspection broker’s certificates to show that the insurance cover required by clause F8.1 is being maintained
9 Collateral Warranties
9.1 The provision of Collateral Warranty documents, letters of comfort or other certification of works will be subject to additional hourly rate charges as appropriate usually totalling 20% of the hourly rate fees together with legal checking fees. Notification of such certificates should be provided by the Client to Martin Redston Associates prior to finalising this fee agreement. It should also be noted that the Clients project may be subject to CDM (Construction Design and Management) Regulations and therefore the Client should also instruct a CDM Coordinator with whom Martin Redston Associates would be pleased to liaise in relation to safety issues on site.
10 Governing Law
10.1 The contract shall be governed by and construed in accordance with English Law.