VERSION 1.1
Date 1st July 2015

1) Appointment
1.1) Any Fee Proposal given by QED Sustainable Urban Development Limited (“QED”) shall not constitute an offer and is only valid for a period of [14] days from its date of issue.
1.2) Following acceptance of the Fee Proposal by the Client, the Appointment commences on the earlier of; i) QED providing written confirmation of the Appointment, or ii) QED commencing to provide the Services in accordance with the Fee Proposal.
1.3) By accepting the Fee Proposal, the Client acknowledges and agrees that the appointment is subject to these terms and conditions (“Terms”).
1.4) These Terms constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of QED which is not set out in these Terms.
1.5) These Terms apply to the Appointment to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.6) The Appointment may be subject to re-negotiation should additional design consultants be appointed by the Client.
1.7) If the Client does not appoint QED to provide services on site, QED will not be able to ensure that any contractor appointed follows the design as signed off and paid for by the Client and shall have no liability to the Client in respect thereof.

2) Our Obligations
2.1) QED shall provide the Services to the Client in accordance with the Fee Proposal in all material aspects.
2.2) QED warrants to the Client that the Services shall be performed using reasonable skill, care, and diligence.
2.3) All requests to the Client for information, assistance, or decisions will be made in a timely fashion.
2.4) QED shall use its reasonable endeavours to meet any performance dates for the Services specified in the Fee Proposal, but any such dates shall be estimates and time shall not be of the essence for the performance of the Services.
2.5) QED shall have the right to make such changes to the Services as are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and QED shall notify the Client if any such changes have been made.
2.6) In the event the Client requests a variation to the Services, QED shall notify all relevant parties as soon as is reasonable of any impact on the cost or programme of the Services.

3) Your Obligations
3.1) The Client shall ensure that their decisions, instructions, consents, or approvals on or to all matters referred to them shall be given in reasonable time so as not to delay or disrupt the Services provided by QED.
3.2) The Client shall co-operate with QED in all matters relating to the Services including providing without charge and in such time so as to not delay or disrupt the Services, all necessary data and information to enable QED to provide the Services and ensuring that all information provided shall be accurate in all material aspects.
3.3) The Client shall provide QED, its employees, agents, consultants, and sub-contractors, with such access to the Client’s premises as may reasonably be required by QED to provide the Services.
3.4) The Client shall keep and maintain all materials, equipment, documents, and other property of QED (“QED Property”) at the Client’s premises in safe custody at its own risk. It shall maintain the QED Property in good condition until returned to QED, and shall not dispose of or use the QED Property other than in accordance with QED’s written instructions or authorisation.
3.5) If QED’s performance of its obligations in respect of the Services is prevented or delayed by any act or omission by the Client or any failure by the Client to perform any obligation (“Client Default”), QED shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default. QED shall be entitled to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays QED’s performance of those obligations.
3.6) The Client acknowledges that QED does not warrant i) that planning or third party approvals will be granted, or granted within any anticipated timescale, or ii) the competence, performance, workmanship, services, products, or solvency of any third parties.

4) Intellectual Property (IP)
4.1) All drawings, designs, documents, materials, and other intellectual property prepared or provided to the Client by QED during the course of the Appointment (“QED IP”) are and shall remain the exclusive property of QED unless otherwise specifically stated.
4.2) QED shall grant to the Client a non-exclusive, non-transferable, revocable Licence to use the QED IP only for the purposes for which it was prepared or provided, subject always to QED having received full payment of the Fees for the Services as set out in the Fee Proposal and for any subsequent additional services agreed between the parties.
4.3) QED is not liable for use of the QED IP for any purpose other than the purpose for which it was prepared or provided to the Client by QED.
4.4) Original, editable files or raw data are not made available unless expressly stated in the Fee Proposal and all such materials remain the exclusive property of QED.

5) Personnel
5.1) All personnel used by QED in the provision of the Services will be partners, employees, or sub-contractors of QED and will not be considered agents, employees, or sub-contractors of the Client for any purpose or in any circumstances whatsoever.
5.2) QED assumes responsibility for the actions of all such personnel while performing the Services procured by the Client.
5.3) QED will assume responsibility for the payment of all such personnel.
5.4) The Client will provide QED with details of all security and safety regulations (“Regulations”) in force or which are generally or specifically imposed by the Client from time to time and QED will ensure that its partners, employees, and sub- contractors will at all times comply with the Regulations and all statutory site requirements.

6) Payment
6.1) The Fees payable by the Client to QED in respect of the Services shall be as set out in the Fee Proposal. Where no Fee Proposal has been agreed, Fees shall be charged at QED’s hourly rates of: Director £95p/h; Associate £60p/h.
6.2) All Fees shall become due two days after the date of QED’s invoice and shall be paid by the Client in full and in cleared funds to a bank account nominated in writing by QED within 30 days of the due date.
6.3) Legal action will be taken to recover debts outstanding in excess of 60 days. All fees accrued and costs incurred by QED and/or its agents in connection with the debt recovery shall be paid by the Client.
6.4) The Client shall pay all amounts due to QED under the Appointment in full without set-off, counterclaim, deduction, or withholding except as required by law.
6.5) The Client will pay interest at the rate of 4 percentage points above the Bank of England’s base rate from time to time on any payment not received within 30 days of the due date. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

7) Expenses
7.1) QED shall be entitled to recover from the Client any expenses reasonably incurred by QED, its employees, partners, or sub-contractors in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of any services provided by third parties that are necessary for the performance of the Services in accordance with the Fee Proposal, and for the cost of any materials. QED will provide details of any expenses incurred in the relevant invoice.
7.2) The following expenses will be charged as follows:
Mileage - £0.55 per mile
Flights - recharged at cost
Hotels - recharged at cost
Subsistence - £45 per person per day.

8) VAT
8.1) All Fees payable by the Client under this Appointment are (unless specifically stated otherwise) exclusive of value added tax (“VAT”).
8.2) The Client shall, on receipt of a valid VAT invoice from QED, pay to QED such additional amounts in respect of VAT as are chargeable on the supply of the Services at the rate and in the manner prescribed by law.

9) Insurance
QED will maintain professional indemnity insurance in an amount of at least £0.5 million. When reasonably requested to do so by the Client, QED shall produce certificates to show that such insurance cover is being maintained.

10) Limitation of Liability
10.1) Nothing in these Terms shall limit or exclude QED’s liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation.
10.2) QED shall under no circumstances be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Appointment or the Services.
10.3) QED’s total liability in respect of all other losses arising under or in connection with the Appointment or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed of the Fees payable by the Client to QED in respect of the Services.
10.4) The Client acknowledges that any consultants, contractors, and sub-contractors engaged by the Client shall be deemed to have provided contractual undertakings on terms no less onerous than those set out in these Terms and shall pay such proportion of the loss and damage suffered by the Client as would be just and equitable for them to pay having regarding to the extent of their responsibility.
10.5) Save in respect of death or personal injury caused by negligence, the Client shall look only to QED and not to any individual employees for redress if the Client considers there has been any breach of the Appointment. The Client agrees not to pursue any claims in contract, tort (including negligence) or otherwise against any employee as a result of them carrying out the Services.
10.6) This Clause 10 shall survive termination of the Appointment.

11) Confidentiality
11.1) A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives, which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents, or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, and sub- contractors who need to know it for the purpose of discharging the receiving party's obligations under the Appointment, and shall ensure that such employees, agents, and sub-contractors comply with the obligations set out in this clause as though they were a party to the Appointment. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2) This clause 11 shall survive termination of the Appointment.

12) Termination
12.1) Without limiting its other rights or remedies, either party may terminate the Appointment for any reason by providing not less than 30 days’ written Notice to the other party.
12.2) Without limiting its other rights or remedies, either party may terminate the Appointment with immediate effect by giving written notice to the other party if:
a) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
b) The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors.
c) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
d) A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
e) An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company).
f) The holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver.
g) A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.
h) Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(a) to 12.2(g) (inclusive).
i) The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.3) Without limiting its other rights and remedies, in the event of a failure by the Client to pay the Fees due to QED in accordance with these Terms (and a failure to remedy such default within 7 days of having been notified of the default), QED may terminate the Appointment with immediate effect by giving written notice to the Client.
12.4) Notwithstanding the above, QED may suspend provision of the Services under the Appointment or any other contract between the Client and QED if the Client becomes subject to any of the events listed in clause 12.2., or if QED reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Appointment on the due date for payment.
12.5) In the event that the Appointment is terminated for any reason;
a) QED shall be entitled to be paid for all Services performed up to the date of termination and for any associated expenses incurred; and
b) the Client shall return all of the QED Property and any QED IP which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for the safe keeping of the QED Property and/or QED IP and will not use them for any purpose not connected with this Appointment.
12.6) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13) Dispute Resolution
13.1) The parties shall attempt in good faith, to settle any dispute relating to the Appointment, the Services or these Terms between themselves in the first instance.
13.2) Where the parties are unable to settle a dispute, either party shall be entitled to refer the dispute for adjudication in accordance with the Construction Industry Council Model Adjudication Procedure.

14) Assignment and Other Dealings
14.1) QED may at any time assign, transfer, mortgage, charge, sub-contract, or deal in any other manner with all or any of its rights under the Appointment and may sub- contract or delegate in any manner any or all of its obligations under the Appointment to any third party or agent.
14.2) The Client shall not, without the prior written consent of QED, assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Appointment.

15) General
15.1) If any provision or part-provision of the Appointment is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
15.2) A waiver of any right under the Appointment or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.3) Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.4) A person who is not a party to these Terms shall not have any rights to enforce its terms.
15.5) Except as set out in these Terms, no variation of the Appointment, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by QED and the Client.

16) Governing Law and Jurisdiction
16.1) The Appointment, these Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.2) Save as provided in clause 13 above, each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Appointment or its subject matter or formation (including non-contractual disputes or claims).