Standard Terms of Business

1. Introduction

1.1        Bressummer A.R.K Limited is a private limited company registered in England and Wales under registered number 15180278 the Limited Company’s registered office is  Hursley Campus, Hursley Park Road, Hursley, Hampshire, S021 2JN.

1.2       The Limited Company is regulated by the Royal Institution of Chartered Surveyors (RICS). The professional rules that apply are contained in the RICS Rules of conduct October 2021.

2. Defined Terms

3. General

3.1        No variation to the Contract shall be binding unless agreed in writing between Bressummer A.R.K and the Client. Only a Bressummer A.R.K Director may enter or vary a Contract on behalf of Bressummer A.R.K.

3.2        The Contract constitutes the entire agreement between the Parties and supersedes any previous arrangement, understanding or agreement between them relating to or connected with the Contract and/or the Services (whether oral or in writing) and any terms and condition submitted by the Client (whether before or after the date of the Engagement Letter) or contained in any letter, purchase order or any other document.

3.3        The Contract sets out the full extent of Bressummer A.R.K’s obligations and liabilities arising out of or in connection with the Services and there are no conditions, warranties, representations or terms, express or implied, that are binding on Bressummer A.R.K, except as specifically stated in this Contract. Any condition warranty, representation or term which might otherwise be implied into or incorporated in this contract whether by statute, common law or otherwise, is hereby expressly excluded.

3.4       Nothing in this Clause shall limit or exclude any liability for fraud.

3.5       Bressummer A.R.K reserve the right to use their own photographs and details of the instruction for relevant marketing following completion of their services. Bressummer A.R.K will not use any information deemed by them as confidential without consent of the client.

4. Services

4.1        Bressummer A.R.K shall provide the Services using reasonably skill and care.   Nothing in this contract or otherwise shall impose any obligation (whether express or implied) on Bressummer A.R.K that the services shall be fit for any particular purpose.

4.2        Unless otherwise stated in the Engagement Letter and subject to clause 3.2, any dates provided by Bressummer A.R.K in the Engagement Letter for completion of the Services are estimates only and the time for completion shall not be of the essence of the Contract.

4.3        If a time for completion is stated in the Engagement Letter and if Bressummer A.R.K is prevented from or hindered in providing the Services or any part thereof by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any other cause beyond Bressummer A.R.K’s control:

4.3.1     the time for completion shall be extended by a period equal to that during which the cause preventing or hindering the provision of the Services exists or Bressummer A.R.K shall agree an alternative course of action with the Client; and

4.4       You agree that during the course of our agreement the client will:

4.4.1     Give us clear and prompt instructions and keep us informed of developments in a project;

4.4.2    co-operate with us to progress your project;

4.4.3    not ask us to work in an improper or unreasonable way; and

4.4.4     safeguard documents which are likely to be required and provide promptly all relevant information and documents, including all information and documents that we request, in connection with a project.

4.5        Your relationship is with the Limited Company, and the Limited Company has sole liability for the work done for you and for any act or omission in the course of that work. No Director, consultant or employee of the Limited Company will have any personal liability for the work whether in contract, tort or negligence.  In particular, the fact that an individual Director, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean he or she is assuming any personal liability for that letter or document. This does not limit or exclude liability of Bressummer A.R.K for the acts or omissions of its members and directors.

5. Tender Services

5.1        The following provisions apply only when the Engagement Letter states that Bressummer A.R.K is providing Tender services to the Client under the Contract:

5.1.1     The scope of the Tender Services is set out in the Engagement Letter.  Bressummer A.R.K in respect of the Tender Services allows for a reasonable number of amendments to tender documents during the tender period. Should Bressummer A.R.K be required to carry out unanticipated or very late amendments, Bressummer A.R.K shall be entitled to payment of additional fees in respect of any additional services to be provided, as shall be fair and reasonable unless otherwise agreed.

5.1.2     Bressummer A.R.K will perform the Tender Services in accordance with the duty of care in clause 2.1. The Client acknowledges that tender preparation is, by its very nature, carried out under circumstances of limited time and available information and the Tender Services may therefore include occasional errors or omissions of information (including assumptions, allowances, measurements or calculations) that may provide inaccurate by reference to later available information. Bressummer A.R.K does not guarantee the accuracy of any such Tender Information and notwithstanding any other provision of the Contract shall have no liability whatsoever arising out of any such errors, omissions or inaccuracies.

5.1.3     The final commercial decision on the value of any tender (including any adjustments to figures or values Bressummer A.R.K may propose) rests with the Client.  Notwithstanding any other provision of the Contract, Bressummer A.R.K shall have no liability whatsoever arising out of or in connection with any design or element of design in respect of the Tender Services.

6. Payment Terms

6.1        Unless otherwise stated in the Engagement Letter or Fee Proposal, the fees are exclusive of VAT and any other applicable duties, taxes or fees, which shall be payable by the Client.

6.2       Bressummer A.R.K will submit invoices to the Client in accordance with the timescales set out in the Fee Proposal or Engagement Letter or, where not set out, at monthly intervals.

6.3        We will tell you when and how you will be invoiced in your Engagement Letter. All invoices are final for the period covered unless otherwise stated.  Invoice described as “interim” are merely requests for payments on account of our charges and are not final for a specific period.  We reserve the right to render interim invoices.

6.4        Unless otherwise stated in the Engagement Letter, the final date for payment shall be 14 calendar days from the invoice issue date.

6.5        The Client will be responsible for payment of all invoices.   Where the Client is entitled to recover fees from any third parties, the invoices will be settled by the Client whether or not recovery is possible.

6.6        The Client shall have no right to set off any amounts claimed, owed or due from Bressummer A.R.K under this Contract or otherwise from any payment claimed, owed or due to Bressummer A.R.K under this agreement.

7. Limitation of Liability and Insurance

7.1.       Bressummer A.R.K has professional indemnity insurance giving cover for claims against it. Details of this insurance, including contact details of the relevant insurer and the territorial coverage of the policy, can be inspected at the offices of Bressummer A.R.K or made available on request.

7.2.       Subject to clause 7.3 the maximum aggregate liability of Bressummer A.R.K to the Client shall not exceed whichever is the lower of £2 million per claim or series of related claims (including interest and costs) or those direct losses that Bressummer A.R.K is able to recover from its insurers unless Bressummer A.R.K expressly states a different figure in writing.

7.3.      Bressummer A.R.K will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profit or opportunity.

7.4        Without prejudice to any shorter limitation period prescribed by law, no action or proceedings arising out of or in connection with the Contract, whether in contract, tort, negligence, breach of statutory duty, following termination or otherwise, shall be commenced against Bressummer A.R.K after 6 years from the earlier of the date of the Engagement Letter or the date on which Bressummer A.R.K commence provision of the Services.

7.5        Notwithstanding any other provision of the Contract, Bressummer A.R.K shall have no liability whatsoever arising out of or in connection with:

7.5.1     any errors or omissions in any element of the Services to the extent that the Services (including the preparation of any as-built documents) are based on information or advice provided by the Client or Third Parties; or

7.5.2     any services of Third Parties, unless otherwise set out in the Engagement Letter or subsequently agreed in writing by a Director of Bressummer A.R.K.

7.5.3    See clause section – 5 Tender Services.

7.6        Where any remote, desk-top or documents-only assessment, review or report is undertaken by Bressummer A.R.K in the provision of services, it is understood that Bressummer A.R.K shall have no knowledge of any matter or characteristic whatsoever which could only be known by site visit.

7.7        Nothing in the contract shall limit Bressummer A.R.K’s liability in respect of fraud, personal injury, death or any matter in respect of which such liability cannot be limited by law.

8. Early Termination

8.1.      The Client may terminate this agreement immediately on giving notice in writing to Bressummer A.R.K Building Consultancy if:

8.1.1.    Bressummer A.R.K commits any material breach of this agreement (repeated failure by Bressummer A.R.K to fulfil any service levels agreed between the parties from time to time will amount to a material breach) and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within ten Business Days after receiving a written notice of the breach requiring the breach to be remedied within such period; or

8.1.2.    Bressummer A.R.K becomes insolvent, is unable to pay its debts, ceases to trade, has receiver appointed over the whole or any part of its assets, has an

administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.

8.2.       Bressummer A.R.K may terminate this agreement immediately on giving notice in writing to the Client if:

8.2.1.    the Client commits any material breach of this agreement (repeated failure by the Client to comply with this agreement will amount to a material breach) and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within ten Business Days after receiving a written notice of the breach requiring the breach to be remedied within such period; or

8.2.2.    the Client becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events; or 6.2.3. in relation to its engagement with Bressummer A.R.K, and judged objectively, the Client acts or proposes to act in bad faith or immorally, unethically, disreputably or contemptibly.

9. Rights of Third Parties

9.1        A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

9.2        The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.

10. Bressummer A.R.K Staff

10.1      During the period in which Bressummer A.R.K is providing the Services, and for a period of 24 months following completion of the Services, The Client shall not approach any person or organisation employed or otherwise engaged by Bressummer A.R.K in connection with the Services with a view to employing or engaging them directly, save that this clause shall not apply in respect of any position or opportunity publicly advertised and to which a party has responded otherwise than in connection with the Project or Services.

11. Data Protection

11.1     Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

11.2      The parties acknowledge that for the purposes of the Data Protection Legislation, you the client are the data subject and we are the Data Controller (where Data Controller and Data Subject have the meanings as defined in the Data Protection legislation).   You may on occasion be the Data Controller and we may be the Data Controller or the Data Processor.

11.3      Without prejudice to the generality of Clause 11.1, we will, in relation to any Personal Data processed in connection with our performance of our obligations under these Terms of Business process that personal Data only on your written instructions and in accordance with our Data Protection Statement, unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data.

11.4     Bressummer A.R.K only maintains electronic files and records.

12. Complaints

12.1      Bressummer A.R.K aim to ensure that you have no cause to complain about their Services.   However, in the event that you wish to make a complaint, Bressummer A.R.K’s complaints procedure shall apply, a copy of which is available on request from our office.  If the complaint cannot be resolved between us, then subject to the agreement of both parties to this Contract, the complaint may be referred to the RICS Dispute Resolution Service for business to business complaints and Centre for Effective Dispute Resolution for consumer to business complaints.