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Delta Design & Build Ltd Terms and Conditions of Engagement.
DDB’s Terms and Conditions
DDB’s Terms and Conditions
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Please read these terms and conditions carefully before using our service.
Services:
The Consultant shall provide the services set out in the Consultant’s fee proposal. The Consultant shall use reasonable skill, care, and diligence in the performance of its services. With the Client’s consent (such consent not to be unreasonably withheld or delayed), the Consultant may appoint a sub-consultant or sub-consultants to perform any part of the services.
The provisions of this Agreement will be deemed to apply to services performed by the Consultant as from the date upon which the Consultant first commenced performance.
Copyright:
The Client shall be entitled to use and reproduce all drawings, calculations, specifications and/or other documents produced by the Consultant pursuant to this Agreement and any designs contained in them (“Documents”) for any purpose connected with the project (other than by the reproduction of any such designs in any extension to the project), and to grant sub-licences in the terms of this licence, but copyright in the Documents shall remain vested in the Consultant. If at any time the Client is in default of payment of fees or other amounts due, the Consultant may suspend further use of this licence on giving 7 days’ notice of its intention to do so. Use of the licence may be resumed on receipt of such outstanding amounts.
The Consultant shall not be liable for the use of any of the Documents for any purpose other than those for which the Consultant produced them.
Payment:
The Client shall pay the Consultant the fee set out in the Consultant’s fee proposal. Payment shall become due to the Consultant on the date of issue of our invoice. The final date for payment for any amount due to the Consultant shall be 14 days from the issue of the relevant invoice. The Client shall not be entitled to withhold monies from any payment unless the Client has given not later than seven days before the final date for payment a written notice specifying the amount proposed to be withheld and the ground for withholding payment or, if there is more than one ground, each ground and the amount attributable to it.
The fee shall be adjusted including due allowance for any loss and/or expense if: material changes are made to the brief and/or the construction cost; and/or the services are varied by agreement.
Where for reasons beyond the Consultant’s reasonable control the Consultant incurs extra work or loss and expense for which it would not otherwise be remunerated, the Consultant shall be entitled to additional fees calculated at the applicable hourly rates specified in the Consultant’s fee proposal, or if no such hourly rates are specified in the Consultant’s fee proposal, the Consultant shall be entitled to such amount as is fair and reasonable. Matters in relation to which the Consultant shall be entitled to additional fees include but are not limited to circumstances where:
The Consultant is required to vary any item of work commenced or completed pursuant to this Agreement or to provide a new design after the Client has authorised the Consultant to develop an approved design. The nature of the project requires that substantial parts of the design cannot be completed or must be specified provisionally or approximately before construction commences.
Performance of the services is delayed, disrupted or prolonged; and the cost of any work, installation or equipment for which the Consultant performs services is omitted from or not included in the construction cost.
Insurance:
The Consultant shall maintain professional indemnity insurance in respect of its professional services hereunder providing cover of £1,000,000 for each and every claim in respect of the Consultant’s responsibilities under this Agreement and for 6 years from the date of completion of the Consultant’s services under this Agreement, subject to the same remaining available to consultants of the Consultant’s discipline in the market at commercially reasonable rates.
Third Party Rights:
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
Liability:
Notwithstanding anything to the contrary contained in this Agreement and without prejudice to any provision in this Agreement whereby liability is excluded or limited to a lesser amount, the Consultant’s liability under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim or series of claims arising out of the same occurrence or series of occurrences shall not exceed £1,000,000.
Further and notwithstanding anything to the contrary contained in this Agreement and without prejudice to any provision in this Agreement whereby liability is excluded or limited to a lesser amount, the Consultant’s liability under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim shall not exceed the amount recoverable by the Consultant by way of indemnity against the claim in question under Professional indemnity insurance taken out by the Consultant and in force at the time that the claim or (if earlier) circumstances that may give rise to the claim is or are reported to the insurers in question.
This limitation shall not apply if no such amount is recoverable due to the Consultant having been in breach of the terms of any professional indemnity insurance maintained by the Consultant.
Further and notwithstanding anything to the contrary contained in this Agreement and without prejudice to any provision in this Agreement whereby liability is excluded or limited to a lesser amount, the Consultant’s liability, if any, for any loss or damage (“Loss and Damage”) shall not exceed such sum as it would be just and equitable for the Consultant to pay having regard to the extent of its responsibility for the loss and damage and on the assumptions that:
All other consultants and advisers, contractors and sub-contractors involved in the project have provided contractual undertakings on terms no less onerous than those of the Consultant under this Agreement;
There are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such party who is responsible to any extent for the Loss and Damage is contractually liable to the Client for the Loss and Damage; and
All the parties referred to in this clause have paid to the Client such proportion of the Loss and Damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the Loss and Damage.
In the event that the Client notifies the Consultant of its intention to make a claim against the Consultant and subsequently does not proceed with that claim, then the Client shall pay all costs reasonably incurred by the Consultant in responding to the claim, including the costs of preparing a formal legal defence.
The Consultant’s liability for any claims or claim arising out of or in connection with pollution and contamination is excluded.
If the Client is an individual, no exclusion or limitation of liability in this agreement shall affect any liability for death or personal injury suffered by the Client.
No action or proceedings under or in respect of this agreement whether in contract or in tort or in negligence or for breach of statutory duty or otherwise shall be commenced against the Consultant after the expiry of the period of liability (being 6 years from completion of professional services or 6 years from the date of termination if earlier) or such earlier date as may be prescribed by law.
Assignment:
The Client may not assign or transfer its obligations under this agreement to any other person.
Suspension or termination:
The Consultant may suspend performance of the services and/or other obligations on giving not less than seven days’ notice to the Client of the Consultant’s intention to suspend in the event that:
The Client fails to pay any fees or other amounts due by the final date for payment; or
The Consultant is prevented from or impeded in performing the services for reasons beyond its reasonable control.
Suspension or termination:
The Consultant may suspend performance of the services and/or other obligations on giving not less than seven days’ notice to the Client of the Consultant’s intention to suspend in the event that:
Suspension or termination:
The Consultant may suspend performance of the services and/or other obligations on giving not less than seven days’ notice to the Client of the Consultant’s intention to suspend in the event that: the Client fails to pay any fees or other amounts due by the final date for payment; or the Consultant is prevented from or impeded in performing the services for reasons beyond its reasonable control.
Either party may by giving ten days’ written notice to the other terminate performance of the services and/or other obligations (stating the reasons for doing so and the services and obligations affected) if the other party substantially fails to perform its obligations under this Agreement.
Either party may immediately terminate performance of the services and/or other obligations by notice to the other party if:
The other commits an act of bankruptcy or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent, and/or makes any arrangements with creditors; or
The Consultant is unable to perform the services through death or incapacity.
In the event of termination for any cause the Client will pay all fee instalments which are already due and a fair and reasonable proportion of any fee instalments in respect of which the Consultant’s services are or will be part-performed at the date of termination.
Adjudication:
Either party may refer any dispute arising under this Agreement to an adjudicator nominated in default of agreement between the parties by the Institution of Civil Engineers and the adjudication rules set out in the Construction Industry Council model adjudication procedure (“CIC Rules”), subject to the following:
The adjudicator shall have power to determine more than one dispute at the same time and (if required to do so by the respondent to any reference) shall determine any matter in the nature of set-off, abatement or counterclaim at the same time as he determines any dispute referred to him;
At the same time as he gives any decision, the adjudicator shall give reasons for the decision in writing; and
Notwithstanding paragraphs 6 and 7 of the CIC Rules, the 4th Edition of the CIC Rules shall not be displaced by the issue of any subsequent edition.
Governing Law:
The parties agree that English law shall apply to this Agreement and that subject to clause 10 any disputes shall be referred to the exclusive jurisdiction of the English courts.
Exclusions:
The Consultant shall have no responsibility or liability with respect to:
Unforeseen ground conditions:
Existing structural defects (save to the extent that the Consultant’s services are specifically stated to relate to such defects); the existing condition of the structure; and unanticipated load bearing strata where trees are present and influential.
The scope of any site investigation work is limited and based on sampling. The Consultant shall have no liability for costs or delays associated with conditions varying from the samples. The Consultant’s responsibility and/or liability in relation to the Building Regulations shall be limited to Part A of the Building Regulations.
Unless specifically stated in the agreed scope of services the attendance on site by the Consultant does not constitute a full structural survey. The Consultant shall have no responsibility or liability to comment on any other specific issue other than the one/s for which the Consultant have been called to site to view.
The services do not include special inspections or tests arising during the construction of the project. The Consultant is not required to provide site supervision and is not responsible for monitoring and/or supervision of contractors in any way.
If you are agree with our terms and conditions and ready to design or build a new project with us, please contact us to get a free quote.
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