TERMS AND CONDITIONS
These terms and conditions are clearly referenced on all relevant correspondence and available upon request. Failure to request a copy of these terms and conditions does not remove liability to be bound by them.
Acceptance of Terms
By accepting, instructing or agreeing to any quotation issued by LSMEPS you agree to be bound by the terms and conditions set out herein. If you object to any of the terms and conditions set out in this agreement you should not use any of the products or services of LSMEPS Ltd. Any dispute with the terms and conditions set out below should be addressed in writing to our head office prior to the acceptance of any quotation or issue of any instruction. You agree to be fully responsible for any claim, expense, liability, losses, costs including legal fees incurred by us arising from any infringement of the terms and conditions set out in this agreement.
In these terms and conditions (“these Terms”), unless the context requires otherwise, the following words shall have the following meanings:
“Client” means the company, firm, body or person that agrees to acquire services from “the company” subject to this items set out below
“The Company” means LSMEPS Ltd, registered address as per companies house, trading address can be found on our website or other correspondence.
“Contract” shall mean any contract between The Company and the Client for the provision of the services offered incorporating the terms set out below;
LSMEPS LTD STANDARD CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES
1.1 The Client engages LSMEPS LTD to provide consultancy services (the “Services”) as detailed in this agreement/order and LSMEPS LTD agrees to provide such services upon the terms and conditions set out below (the “Conditions”).
1.2 In providing the Services, LSMEPS LTD shall endeavour to exceed the Clients’ expectations with a view to creating an on-going business relationship based on mutual trust.
1.3 For the avoidance of doubt this Agreement is a business to business arrangement and no LSMEPS LTD employee is an Agency Worker for the purposes of the Agency Workers Regulations, 2010.
2.1 The Services to be provided by LSMEPS LTD shall be for the Duration stated within the Fee Proposal or such period or periods as agreed by the parties.
2.2 Should a detailed programme with completion dates not be issued, works will progress and be completed within reasonable time.
2.3 Delays caused by un-squenced works, 3 stages of works for M&E, first, second, finals inc test/commissioning are chargeable if deemed appropriate and just by LSMEPS
Obligations of LSMEPS LTD
3.1 LSMEPS LTD will in providing the Services exercise reasonable skill and care in conformity with the normal standards to be expected of a competent professional providing comparable services.
3.2 Should the Client request LSMEPS LTD to provide additional services and LSMEPS LTD agrees to provide such services (which agreement shall not be unreasonably withheld), then the varied services shall be carried out subject to these Conditions.
3.3 LSMEPS LTD shall observe and comply with the requirements detailed in the Client’s Health & Safety policy, provided always that such policy shall have been brought to the attention of LSMEPS LTD as detailed in clause 4.2 below.
Obligations of the Client
4.1 The Client shall provide to LSMEPS LTD without charge and timeously so as not to delay or disrupt the performance of the Services by LSMEPS LTD, all necessary and relevant data and information in its possession and/or to be procured for the purposes of providing the Services.
4.2 The Client shall provide where necessary sufficient training to LSMEPS LTD free of charge in respect of its particular Health & Safety policy and/or any other like procedures to enable LSMEPS LTD to provide the Services.
4.3 The Client acknowledges that the employees of LSMEPS LTD are an essential part of its business. Accordingly, LSMEPS LTD provides the Services on the condition that the Client shall not directly, indirectly or otherwise solicit or offer employment to any LSMEPS LTD employee during the Duration of the Services or for a period of 12 months after the Duration has ended (or the Agreement has been terminated). Failure to comply with clause 4.3 will be grounds for the termination of the contract.
5.1 Unless otherwise agreed in writing, invoices shall be submitted at the end of each month for the element of the Services provided and expenses incurred within that month.
5.2 The Client shall pay to LSMEPS LTD the Fee or any part thereof within 14 days of receipt of any relevant invoice submitted by LSMEPS LTD, unless otherwise agreed.
5.3 The due date for payment of any part of the Fee shall be the date of receipt by the Client of the LSMEPS LTD invoice. Payment notices shall be given in accordance with Section 110A of the Housing Grants, Construction and Regeneration Act 1996 (“the Act”); the final date for payment is 14 days after the due date.
5.4 For the avoidance of doubt, the LSMEPS LTD invoice shall also be interpreted as a notice under Section 110B of the Act, where necessary.
5.5 LSMEPS LTD reserves the right to charge interest on any sums owed by the Client calculated from the final date for payment of the relevant invoice(s) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
5.6 Any payments to LSMEPS LTD are exclusive of Value Added Tax (VAT) as defined by the Finance Act 1972 and any invoices submitted by LSMEPS LTD shall have added such amounts in respect of VAT as are applicable.
5.7 LSMEPS LTD reserves the right to exercise a lien over any document it produces in the course of performing the Services in the event of non-payment by the Client of any relevant invoice in which a sum of money is claimed by LSMEPS LTD for the production of that document.
5.8 In the event of non-payment by the Client of any relevant invoice, LSMEPS LTD shall be entitled to exercise a lien over any document provided to LSMEPS LTD by the Client for the purpose of performing the Services until such time as the invoice is paid in full. For the avoidance of doubt, this lien shall only apply to any document belonging to the Client which is held by or is in the possession or control of LSMEPS LTD in relation to and for the purpose of performing the Services in respect of which the sum of money included in the invoice is claimed.
5.9 If the Client fails to pay LSMEPS LTD any relevant invoice by the final date for payment, and has also failed to give a compliant notice in connection with Section 111 of the Act where applicable, and such failure continues for 7 days after LSMEPS LTD has given to the Client written notice of its intention to suspend its performance of the Services and the ground(s) on which it is entitled to suspend performance, then LSMEPS LTD may suspend such performance until payment is made by the Client. The Client agrees that, in addition to exercising any right to suspend performance of the Services, LSMEPS LTD shall be entitled to request the Client to make an advance payment (or advance payments) prior to the further performance by LSMEPS LTD of the Services. The Client acknowledges that notwithstanding payment of the relevant invoice the subject of the suspension has been made; LSMEPS LTD shall not be obliged to perform any further Services until it has received the amount(s) of the advance payment(s) from the Client.
5.10 If the payment of any sum due under this Contract is delayed, LSMEPS LTD shall be entitled to charge interest of 5% above the national base rate for the time being in force
6.1 The Client shall also reimburse LSMEPS LTD for out of pocket expenses as agreed and/or reasonably incurred in the proper provision of the Services, provided that LSMEPS LTD shall provide the Client with such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require.
6.2 All materials on site, whether installed or not remain the property of LSMEPS until full payment has been made of the full project sum minus tax or agreed deductions
7.1 LSMEPS LTD shall if requested provide details to the Client of the Public Liability and Professional Indemnity insurance arrangements, if any, which LSMEPS LTD has in place.
7.2 With the exception of any liability it might have in respect of death or personal injury, the liability of LSMEPS LTD to the Client under the Agreement for any claim made by the Client for breach of contract, including breach of clause 3.1 above, or for any negligence, shall not exceed the amount, if any, LSMEPS LTD recovers by way of indemnity against the claim in question under either of the policies of insurance referred to in clause 7.1 above, which is in force at the time the claim or (if earlier) the circumstances which may give rise to the claim is or are reported to its insurer. This limitation shall not apply if no such amount is recoverable due to LSMEPS LTD having committed a breach of its obligations to maintain the relevant policy or to comply with its terms including but not limited to any failure on its part to report timeously any such claim or circumstances to its insurer.
8.1 LSMEPS LTD shall not be liable to the Client or any third parties for any acts, errors or omissions of LSMEPS LTD employees, servants or agents where any such act error or omission results from the said employees, servants or agents acting under the Client’s direction or control
8.2 LSMEPS LTD shall not be liable for any consequential loss or damage suffered and/or incurred by the Client and/or its servants, agents and third parties howsoever caused and/or arising as a result of LSMEPS LTD providing the Services.
8.3 If works are suspended or terminated for any reason and the main contractor/client choose to employ others to complete outstanding works they do so at their own liability and with no consequence to LSMEPS LTD
9.1 LSMEPS LTD may at will, and for any reason, terminate this Agreement by giving the Client not less than 14 days’ prior written notice. Upon the termination of the Agreement by LSMEPS LTD, the Client shall pay all sums that may be due or have accrued due whether or not invoiced to the Client by LSMEPS LTD, for the services performed by LSMEPS LTD up to the expiry of the 14 day notice period.
9.2 Without limitation either party may by 7 days notice in writing terminate this Agreement if the other party shall:
9.2.1 be in breach capable of remedy, which shall not have been remedied by the defaulting party within 14 days of receipt by that party of a notice from the other party specifying the breach and requiring its remedy.
9.2.2 be guilty of gross misconduct and/or any serious or persistent negligence in the performance of its obligations hereunder.
9.2.3 become insolvent, as defined in Section 113(2) to 113(5) of the Act.
10.1 Save as may be necessary for the performance of the Services, or as the Client may allow in writing, LSMEPS LTD shall treat as confidential all information relating to the Client’s business (including technology, business plans, finances or know how) and shall take reasonable steps to ensure that its employees do likewise.
11.1 If delivery or completion of the Services is delayed by strikes, lockouts, fire, accidents, breach of contract or any other cause beyond the reasonable control of LSMEPS LTD, then the Client shall allow LSMEPS LTD a reasonable extension of time for the completion of the Services. Where an event of force majeure prevents the performance by LSMEPS LTD of the whole of the Services then, subject to LSMEPS LTD giving the Client not less than 5 days’ notice in writing that it was affected by that event of force majeure, LSMEPS LTD may terminate this Agreement with immediate effect by further notice in writing to the Client.
12.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post, recorded delivery or recorded email to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
13.1 This Agreement is personal to LSMEPS LTD and the Client and is not assignable or transferable in full or in part without the prior written consent of the other party.
14.1 These Conditions set out the entire agreement of the parties and supersedes all prior agreements in relation to this Agreement.
15.1 If the Client has cause to complain in respect of the performance by LSMEPS LTD of the Services, LSMEPS LTD will deal with the same in accordance with its procedure for complaints, a copy of which can be obtained from LSMEPS LTD upon request.
16.1 Unless otherwise agreed in writing, this Agreement shall in all respects be governed by, construed and operated in accordance with English Law.
16.2 No provision of this Agreement is intended to or creates any right or benefit enforceable against either party under the Contracts (Rights of Third Parties) Act 1999.
Resolution of Disputes
17.1 If any dispute or difference arises under this Agreement either party may refer the same to adjudication in accordance with S108 of the Housing Grants, Construction and Regeneration Act 1996. Any such adjudication shall be carried out in accordance with the Scheme for Construction Contracts (England and Wales) Regulations 1998.
17.2 The adjudicator nominating body for the appointment of an Adjudicator shall be the President or Vice President for the time being of the Royal Institution of Chartered Surveyors.
17.3 Subject to clauses 15 and 17, should any dispute arise and remain unresolved between the parties that arises under, out of or in connection with this Agreement, then it shall be referred to the English courts which shall have exclusive jurisdiction.