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i. The estimate of fees and expenses for the services (see clause 3) are as provided in the proposal/fee estimate which has been put forward to the client by Delaney Marling Partnership Ltd. Both that estimate and the hourly fee rates quoted therein shall remain valid for six months from the date of proposal unless otherwise stated. In the event if the period of the provision of the services extending over more than six months, Delaney Marling Partnership Ltd reserves the right to apply an increased level of fees. In any event, the fees charged shall cover all consultant time spent on the assignment, whether at the client's premises or elsewhere, including travelling. Unless otherwise agreed, out of pocket expenses will be charged plus a charge of ten percent. Unless otherwise stated, all sums quoted or charged are exclusive of VAT or equivalent taxes. Unless otherwise agreed travelling expenses will be charged at 40p per mile travelled.
ii. The client hereby appoints Delaney Marling Partnership Ltd to carryout the work as described in the proposal and, where applicable, as varied in verbal or written discussions between the client and a director of Delaney Marling Partnership Ltd before the commencement of the work (together the 'services'). Only a director of Delaney Marling Partnership Ltd has the authority to vary the estimate of fees and expenses, the services or any of the terms included in the Standard Terms of Business. No other employee of Delaney Marling Partnership Ltd has any authority whatsoever to do any of the foregoing.
iii. Variations (whether verbal or written) by the client of the scope or extent of the services after commencement thereof will be subject to additional charges to the client, such charges being calculated at the hourly fee rates which were agreed for the services, or if no specific hourly rates were agreed by the parties hereto, then at the hourly fees rates then charged by Delaney Marling Partnership Ltd for the work of that type.
iv. The client hereby agrees to pay to Delaney Marling Partnership Ltd the fees (including fees of the sub-contractors where relevant) and expenses for the services, including for variations as provided for in clause 3. The client shall be responsible for paying relevant taxes including VAT or equivalent where applicable.
v. The payment terms require payment of outstanding accounts within 30 days of the date of despatch of the invoice. If the client fails to pay on the due date any amount which is outstanding, without prejudice to any other rights which Delaney Marling Partnership Ltd may have, that amount shall bear interest of 2% per month from the due date until payment is made in full. Accounts will normally be invoiced monthly in arrears of work being carried out.
vi. In the event that the client fails to pay an invoice in full ten days of the due date, then Delaney Marling Partnership Ltd reserves the right to suspend the services until the outstanding amount, together with interest, has been received. No liability is accepted for any loss, damage or consequential loss, however suffered, by virtue of the suspension of the services.
vii. For the duration of the services, and for a period of twelve months after termination of the services, neither the client, nor any company associated with the client, shall offer employment to any member of Delaney Marling Partnership Ltd staff, concerned with the provision of services without the prior agreement of the directors of Delaney Marling Partnership Ltd.
viii. Delaney Marling Partnership Ltd will exercise such reasonable skill, care and diligence in the discharge of the services as is to be expected of an appropriately qualified and competent property consultant experienced in carrying out services of the relevant nature in accordance with the provisions of the proposal.
ix. When an assignment requires an employee(and/or director)of Delaney Marling Partnership Ltd to act in a representative capacity, carrying out the instruction of, or acting on behalf of the client Delaney Marling Partnership Ltd shall be deemed to be acting as the clients agent. The client hereby agrees to indemnify both Delaney Marling Partnership Ltd and the individual against all claims for which they may be liable in relation to acting as the client's agent by reason of the acts or omissions of he client.
x. The services may be terminated on either side by one months notice in writing, except that Delaney Marling Partnership Ltd reserves the right to terminate the services without notice where the client fails to meet payments as they fall due, or where the client is unable to pay it's debts within the meaning of section 123 of the Insolvency Act 1986 or becomes bankrupt, or if a trustee, receiver, administrator or similar officer is appointed in respect of any or all the business of the client.
xi. Save as provided in these conditions, Delaney Marling Partnership Ltd shall not be liable for any loss (including indirect and consequential loss), damage, delay, or loss of market costs or expenses of whatsoever nature or kind and however sustained or occasioned.
xii. Delaney Marling Partnership Ltd undertakes to maintain adequate Professional Indemnity Insurance during the course of the services and for one year after completion thereof, providing that such insurance is available at commercially reasonable rates. Details of these policies are available on request. If such insurance ceases to be available at commercially reasonable rates, then Delaney Marling Partnership Ltd shall promptly notify the client.
xiii. The liability of Delaney Marling Partnership Ltd in both contract and tort (if any) shall be limited to a period of one year following completion of the services as indicated by the production of a final version of the written report. The limitation shall not apply to claims resulting in personal injury or death.
xiv. The maximum extent of the liability of Delaney Marling Partnership Ltd shall be proportional to the fees paid to it for the services, excluding fees for subcontractors, expenses, VAT of any other taxes, and shall be calculated on the basis that the said liability shall be restricted to a multiple of ten times the fees paid to Delaney Marling Partnership Ltd up to a maximum liability limit of £1 million. Variation of this limit of liability may be agreed by Delaney Marling Partnership Ltd in any particular instance, but the increase in the costs of the professional indemnity insurance related thereto shall be borne by the client. Further, any similar increase in insurance costs caused by a requirement for collateral warranties, or to address the report to a third party shall also be borne by the client.
xv. The copyright in the written materials produced as a result of the services shall remain the property of Delaney Marling Partnership Ltd but with a royalty-free perpetual licence to the client deemed to be granted on payment in full to Delaney Marling Partnership Ltd by the client of the outstanding amounts
xvi. The failure of a party to insist in any one or more instances upon the performance of any provisions of this agreement shall not be considered as a waiver or relinquishment of that party's right to future performance of such provision and the other party's obligation in respect of such a future performance shall continue in full force and effect.
xvii. The various provisions of this agreement are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction, then such invalidity or unenforceability shall not effect the remaining provisions of this agreement.
xviii. This agreement, together with the final written report and the proposal document, both written Delaney Marling Partnership Ltd, sets out the entire understanding between the client and Delaney Marling Partnership Ltd in connection with the services, including any variation thereof.
xix. Neither party hereto shall be liable or deemed to be liable to the other party for failure or delay in meeting any obligation hereunder due to strikes or lockouts (whether of their own employees or those of others), acts of God, warfare, flood, explosion, fire, environmental incident, litigation, acts of Government or regulatory authority or any other cause beyond the control of the party which had a duty to perform.
xx. This agreement shall be governed by, and construed in accordance with English law.