PLEASE NOTE ONLY TERMS EXECUTED AS DEED BY STRATA PROFESSIONAL SERVICES LIMITED MAY SUPERCEDE THESE TERMS
1. Definitions
“The Consultant” shall mean Strata Professional Services Limited (Trading as Strata Consultancy) incorporated and registered in England and Wales, Company Number 10872577 whose registered address is at 1st Floor The Bridge, 73-81 Southwark Bridge Road, London, United Kingdom, SE1 0NQ.
“The Client” shall mean the entity entering into The Agreement with The Consultant.
“The Services” shall mean those described in The Agreement and any other services performed in connection with the supply of The Services. If The Agreement has not been executed by both parties in accordance with English law The Services shall be those set out in the bid proposal documents provided to The Client by The Consultant.
“The Agreement” shall mean the Contract or Appointment between The Client and The Consultant for the supply of The Services. In the absence of a Contract or Appointment then The Agreement shall mean the bid proposal documents provided to The Client by The Consultant. This Agreement constitutes the entire agreement between the Parties concerning The Services and supersedes any prior agreements, understandings, representations, or communications, whether written or oral, relating to the same.
“Force Majeure” shall mean any circumstance not within a Party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
“Intellectual Property” shall mean inventions, copyright, patents, trademarks, designs, databases, formulae and code, confidential information, trade secrets, documents, logos and branding, and templates, whether registered or unregistered.
2. General
2.1. By instructing The Consultant to proceed that The Services will be bound and governed by these Terms and Conditions and that these Terms and Conditions will take precedence over any other Terms and Conditions proposed by The Client.
2.2. If acceptance of The Agreement is not received from The Client then The Consultant will not be bound by it’s terms.
2.3. The Agreement shall be governed and interpreted in accordance with the law of England and Wales. This includes any disputes, Contractual claims or Non-Contractual claims in connection with The Agreement. Furthermore, The Client and The Consultant irrevocably agree that the Courts of England and Wales have exclusive jurisdiction over any dispute or claim in connection with the appointment.
2.4. If any part of The Agreement becomes illegal, invalid or not enforceable it shall be modified to the minimum extent possible or deleted if this is not possible.
2.5. Any waiver of any right or remedy under The Agreement shall be given in writing.
2.6. No variation of The Agreement shall be effective unless in writing and signed by The Consultant and The Client.
2.7. No Novation, transfer, mortgage, charge, subcontract or Assignment of The Client’s rights or obligations under The Agreement shall be effective unless in writing and signed by The Consultant and The Client.
2.8. Neither The Client or The Consultant shall be liable for any default, beach of contract or delay/failure in performing its obligations as a consequence of Force Majeure.
2.9. All notices under The Agreement shall be issued in writing and shall be deemed as served once delivered. All notices should be issued to the addresses as defined in The Agreement.
2.10. No variation or amendment to this Agreement shall be effective unless made in writing and signed by duly authorised representatives of both Parties.
2.11. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the provision shall be amended as little as possible so as to serve the original intention of the provision.
3. Consultant Obligations
3.1. The Consultant will undertake The Services with the reasonable skill and care of an experience professional undertaking works of a similar scope or nature.
3.2. The Consultant shall use reasonable endeavours to meet dates required for the completion of The Services as set out in The Agreement.
4. Client Obligations
4.1. The Client will:
4.1.1. provide all relevant materials and data required for the performance of The Services, the Consultant shall not be liable for the quality or accuracy of any materials or data provided by The Client;
4.1.2. Co-operate with The Consultant and not impinge the performance of The Services;
4.1.3. Discharge all Statutory duties relevant as a party to The Agreement;
4.1.4. Indemnify The Consultant from all liability associated with licences, permissions and consents which should be obtained prior to the date of The Agreement.
4.2. If The Consultant’s performance of any of its Obligations under The Agreement are delayed or prevented as a consequence of a default or failure of The Client to performs any of its obligations, without limiting any other right of remedy to The Consultant may suspend performance of all of its obligations under The Agreement with no liability for any costs or losses sustained by The Client.
4.3. The Client agrees that The Consultant may rely upon the advice of The Client’s Consultants particularly in relation to any Construction works and its:
4.3.1. fitness for purpose; or
4.3.2. supply and installation in accordance with the Construction Contract; or
4.3.3. suitability of its means and methods for the works;
where The Services include for project management, employer’s agent or contract administration The Client shall ensure its other consultants discharging design obligations shall be obliged to confirm to The Consultant that works have been undertaken in accordance with the associated construction contract(s) and to identify any non-compliance.
4.3.4. The Client is deemed to understand its statutory obligations and has warrants it has undertaken an assessment of the Consultant’s competency and decided that the Consultant is competent to undertake The Services.
4.3.5. The Client agrees that the Consultant is not a designer, client or contractor under The Construction (Design and Management) Regulations 2015, Building Safety Act 2022, Defective Premises Act 1972, Building Act 1984 or any secondary regulation, instrument, rule or code of practice of the same.
5. Payment
5.1. The Consultant will issue invoices to The Client by the final calendar day of the month for The Services undertaken up to and including the final calendar day of the month.
5.2. The Client will pay the invoice within twenty-eight (28) calendar days after the date of the invoice.
5.3. Where The Appointment is Considered a Construction Contract under the Housing Grants, Construction and Regeneration Act 1996 (As amended by the Local Democracy, Economic Development and Construction Act 2009):
5.3.1. Clauses 5.1 and 5.2 do not apply;
5.3.2. The due date for payment shall be the date of issue of the invoice by The Consultant to The Client;
5.3.3. The final date for payment shall be twenty-eight (28) days after the due date for payment;
5.3.4. The Client shall issue a Payment Notice confirming the amount it considers due to The Consultant at the due date for payment including the basis upon the sum is calculated;
5.3.5. If the Client intends to pay less than the sum set out in the Payment Notice, it must issue a Pay Less Notice confirming the amount it considers due to The Consultant and the basis upon which the sum is calculated not later than fourteen (14) days of the final date for payment;
5.3.6. The Client has an irrevocable obligation to pay the full value of the invoice, or the sum calculated in accordance with clauses 5.3.4 and 5.3.5, on or before the final date for payment.
5.4. Where any amount owing to The Consultant is not paid on or before the final date for payment, The Consultant will charge interest based upon the Late Payment of Commercial Debts (Interest) Act 1998. The Consultant shall also be entitled to recover all fees and costs associated with the recovery of any debt.
5.5. The Consultant may suspend performance of its obligations where any amount owing to it is not paid in full on or before the final date for payment, The Consultant will not be liable for any loss, damage or delay incurred by The Client as a consequence of such a suspension. This clause does not limit any right or remedy available to The Consultant under The Agreement.
5.6. The Client shall have no right to set-off in respect to any payments under The Agreement.
6. Liability
6.1. The Consultant’s total liability to The Client under and in connection with The Agreement shall not exceed One Million Pounds Sterling (£1,000,000.00) or three times total fee due under The Agreement, whichever is less.
6.2. The Consultant’s liability referred to in clause 6.1 shall;
6.2.1. include: Contract, Tort, Negligence, Breach of Statutory Duty or otherwise;
6.2.2. not include: Death, Personal Injury, Fraud or Fraudulent Misrepresentation.
6.3. The Consultant’s liability will be limited to fair and reasonable sums suffered by The Client as a direct consequence of its default, breach or failure to meet its obligations under The Agreement; or as a consequence of its negligence of negligence by its employees.
6.4. The Consultant will not be liable for any loss of profit, business interruption, cost of overheads financing costs, design fees, Interest payments, reputational damage, loss of data or consequential loss for any reason.
6.5. The Client shall not pursue a claim against The Consultant of any kind after the expiry of six (6) years from the date of the completion of The Services.
6.6. The Consultant shall not be liable for any Design and is not a Designer, Client or Contractor (Principal of otherwise) for the purposes of Construction, Design and Management Regulations (2015).
7. Intellectual Property and Confidentiality
7.1. All and any Intellectual Property rights created as part of or in connection with the delivery of The Services shall remain the property of The Consultant.
7.2. The Consultant grants a royalty free, non-exclusive, non-transferable license to The Client for the duration of The Agreement to use and possess deliverables, produced in connection with the delivery of The Services by The Consultant, for and in connection with The Client’s business.
7.3. The Client Grants a royalty free, non-exclusive, non-transferable license for all materials and data it provides to The Consultant for the purpose of and in connection with delivering The Services.
7.4. The Agreement, the project, associated details, deliverables and data will be treated as Confidential Information by both parties and shall not be disclosed to any third party unless prior agreement between both parties.
7.5. The parties may disclose the confidential information to its employees, officers, subcontractors, advisors, auditors, professional advisors, insurers, or solicitors for the purposes of undertaking its obligations under The Agreement; in any case the disclosing party shall notify the other party of the information to be disclosed as soon as reasonably practical.
8. Termination
8.1. Either The Client or The Consultant may terminate The Agreement if:
8.1.1. Either party enter into administration, receivership, provisional liquidation (whether voluntary or compulsory) or has a bankruptcy order main against it; or
8.1.2. Either party materially alters its core business and it is reasonably apparent that this will impact the ability to deliver, or requirement for, The Services; or
8.1.3. Within one (1) week of a notice of a material breach of the terms of The Agreement the party in breach has not rectified the breach; or
8.1.4. There is a repudiatory breach of the terms of The Agreement by either party, for the avoidance of doubt failure to pay in accordance with clause 5 by The Client is a repudiatory breach; or
8.1.5. This clause does not restrict any right of remedy available to The Consultant or The Client.
8.2. The Client may instead of terminating the appointment suspend the delivery of The Services under The Agreement by giving one (1) months written notice. If The Client does not instruct The Consultant to continue The Services within six (6) months of the date of suspension, either party may terminate The Agreement.
8.3. In the event of termination under clauses 8.1 to 8.2 The Client shall retain to Obligation to pay The Consultant for all of The Services delivered to date and any associated interest charged in accordance with clause 5.
9. Third Parties
9.1. The Consultant will not enter into any Collateral Warranties in favour of any third party unless agreed in writing by separate agreement between both parties.
9.2. The Agreement and these terms do not confer nor do they purport to confer and right to enforce any term or benefit on any third party for the purposes of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Our Complaints Handling Procedure is available upon request and is issued with our initial engagement Terms and Conditions.
