TERMS OF AGREEMENT AND CONDITIONS OF ENGAGEMENT

TERMS OF AGREEMENT

1.        Graham C Miles [T/a Miles Designs] has made a written proposal which describes the Project and/or the Works and has specifies the fees payable to Graham C Miles for the services provided by him as a Consultant Architect and that proposal together with the General Conditions of Engagement set out below and the Client’s acceptance of both the proposal and the General Conditions of Engagement shall constitute an Agreement between the Client and Graham C Miles.

2.        In construing the Agreement words importing the singular include the plural, words importing the male gender include the female gender and vice versa where the context requires and the following expressions shall have meanings assigned to them.

        “The Client” means the person or persons, firm or company entering into the Agreement with Graham C Miles.

“Miles Designs” means Graham C Miles T/a Miles Designs and any person or persons, firm or company employed by Graham C Miles for the purpose of providing the services specified in the proposal.

“The Project” means the Project with which the Client is proceeding and of which the Works for a part.

“The Works” means the Works in connection with which the Client has engaged Miles Designs to perform services.

“The Client’s Agent” means any person or persons, firm or company engaged by the Client to perform professional services other than those to be performed by Miles Designs.

“The Contractor” means any person or persons, firm or company other than Miles Designs under contract to the Client to perform work and /or supply services and/or goods in connection with the Works and the expression shall be deemed to include the terms “Main Contractor” and “Sub-Contractor”.

GENERAL CONDITIONS OF ENGAGEMENT

3.        The appointment of Miles Designs shall commence from the date of receipt by Miles Designs of the Client’s acceptance in writing of the Proposal or from the time when Miles Designs shall have begun to perform for the Client any of the services described in the Proposal, whichever is the earlier, provided always that Miles Designs shall be under no obligation to provide any of the said services before receiving the Client’s Acceptance.

4.        Unless previously determined in accordance with these conditions, the appointment of Miles Designs under this Agreement shall terminate when Miles Designs has completed the services described in the Proposal.

5.        If at any time the Client decides to abandon the Works, he thereupon by notice in writing to Miles Designs, forthwith terminate the appointment of Miles Designs under this Agreement and the Client shall pay to Miles Designs a sum calculated in accordance with the provisions of Clause 25.

6.        If at any time the Client decides to abandon any of the Works he may thereupon by notice in writing to Miles Designs seek to vary this Agreement by excluding the services to be performed by Miles Designs in relation to such part of the Works and in such notice the Client shall specify the services affected.  Miles Designs shall forthwith comply with the Client’s notice and the Client shall pay to Miles Designs a sum calculated in accordance with clause 25.

7.        In the event of failure of the Client to comply with any of his obligations under this Agreement or upon the occurrence of any circumstances beyond the control of Miles Designs which are such as to  delay for a period of more than six months or prevent or unreasonably impede the carrying out by Miles Designs of  the services under this Agreement, Miles Designs may upon not less than 21 days notice in writing to the Client terminate his appointment under this Agreement, providing that in lieu of so terminating the Appointment, Miles Designs may:

a)       Upon any such failure or the occurrence of any such circumstances suspend the carrying out of the services under this Agreement for a period of 21 days provided that Miles Designs shall as soon as practicable inform the Client in writing of such suspension and the reasons therefore and

b)       At the expiry of such period of suspension either continue with the carrying out of the services under this Agreement or else if any of the reasons for the suspension then remain, forthwith by notice in writing to the Client terminate the appointment under this Agreement.

8.        Miles Designs shall upon termination of the appointment under this Agreement proceed in an orderly manner but with all reasonable speed and economy to take such steps as are necessary to bring to an end the services under this Agreement.

9.        Any termination of the appointment of Miles Designs under this Agreement shall not prejudice or affect the accrued rights and/or claims of either party to the Agreement.

10.     Neither party to this Agreement shall, without written consent of the other assign the benefit or in any way transfer the obligations of the whole or any part of the Agreement.

11.     Miles Designs shall exercise all reasonable skill, care and diligence in the discharge of the services agreed to be performed by Miles Designs.  If, in the performance of the services Miles Designs has a discretion exercisable as between the Client and the Contractor, Miles Designs shall exercise that discretion fairly.

12.     Miles Designs may recommend that specialist Suppliers and/or Contractors other than those directly employed by Miles Designs should design and execute certain parts of the Works in which circumstances Miles Designs shall co-ordinate and integrate the design of such part or parts with the overall design of the Works but Miles Designs shall be relieved of all responsibility for the design, manufacture, installation and performance of any such par or parts of the Works.

13.     Miles Designs shall not be liable for and shall be indemnified in respect of any damage, injury or loss arising from any actions, errors or omissions whether negligent or otherwise of the Client or the Client’s Agents or the Contractor.

14.     Any reports and recommendations that Miles Designs agrees to provide shall be solely for the benefit of the Client in relation to the Project.  Miles Designs will accept no responsibility in respect thereof to any third party to whom such reports and/or recommendations or any part thereof may be shown or who acts upon their contents.  All recommendations and opinions expressed in reports will be based upon the information revealed by site investigations, surveys and/or laboratory testing carried by the Client or the Client’s Agent or the Contractor and any drawings, details, plans, maps or photographs which the Client will provide to Miles Designs and upon any field work, inspections or surveys which form apart of the services included within this Agreement. No liability will be accepted by Miles Designs for any conditions that have not been revealed by the investigations.  Where reports express an opinion on the possible construction either above or below ground level of any structure beyond the limit of any field work, investigations or survey agreed between the Client and Miles Designs this will be for guidance only and no liability will be accepted by Miles design for its accuracy.

15.     Any working designs, specifications and drawings which Miles Designs agrees to provide shall be such as may be reasonably necessary for the information of the Contractor who will be competent in the class of work to be undertaken to enable him to carry out the Works but Miles Designs shall not be responsible for the preparation of any shop details relating to the Works or any part thereof or for providing dimensions for the manufacture of fabricated components which are to be fitted to existing construction without first specifically agreeing in writing to carry out such work.

16.     The Copyright of all documents provided by Miles Designs in connection with the Works shall remain vested in Miles Designs but the Client shall have a Licence to use such documents for any purpose related to the Works. Save as aforesaid, the Client shall not make copies of such documents, nor shall he use the same in connection with the making of improvements of any works other than those to which the Works relate without the prior written approval of Miles Designs and upon such terms as may be agreed between the Client and Miles Designs. No other person, firm or company shall have licence to copy and/or use such documents without the prior written approval of Miles Designs.

17.     Miles Designs may with the consent of the Client, which consent shall not be unreasonably withheld, publish alone or in conjunction with any other person, any articles, photographs, or other illustrations relating tot he Works.

18.     The Client shall supply to Miles Designs without charge and in such reasonable time as not to delay or disrupt the performance by Miles Designs of the services under this Agreement all necessary relevant data and information in the possession of the Client or the Client’s Agent or the Contractors and the Client shall ensure that such persons shall give such assistance as shall reasonably be required by Miles Designs in the performance of the services under this Agreement.

19.     The Client shall give his decision on all matters properly referred to him for decision by Miles Designs in such reasonable time as not to delay or disrupt the performance by Miles Designs of the services under this Agreement.

20.     The Client shall make payment to Miles Designs in accordance with the proposal for the services described therein.

21.     Subject to Clause 22 if at any time after the commencement of the appointment of Miles Designs in accordance with this Agreement, any of the work completed in part or in whole by Miles Deigns shall require to be modified or revised by reason of instructions received by Miles Designs from or on behalf of the Client or by reason of circumstances which could not reasonably have been foreseen by Miles Designs then the Client shall make additional payments to Miles Designs for making the necessary modifications or revisions or revisions and for any consequential reproduction of documents. Unless otherwise agreed between the Client and Miles Designs the additional sum to be paid to Miles Designs shall be calculated in accordance with the rates within the Proposal.

22.     Where in the opinion of Miles Designs the Client’s instructions necessitates a fundamental redesign of the part or parts of the Works affected by the instruction such that the work prepared by Miles Designs cannot be modified or revised to take account thereof, then (a) such part or parts of the Works shall be deemed to have been abandoned and Miles Designs shall be paid in accordance with Clause 25 and (b) Miles Designs shall carry out such further work and shall produce such further documents as may be necessary to comply with the Client’s instructions and Miles Designs shall be paid there for in accordance with the provisions of the Agreement.

23.     If at any time before the completion of the Works any part of the Works shall be damaged or destroyed, the Client shall make additional payments to Miles Designs in respect of any expenses incurred or required to be carries out by Miles Designs as a result of such damage or destruction in accordance with the Proposal.

24.     Unless otherwise stated, the Proposal by Miles Designs is based on the assumption that the Works will be carried out under a single-phase contract, between the Client and a Contractor competent in the class of work to be undertaken. If at any time the Client decides that the Works shall be carried out using other forms of procurement or if the work of Miles Designs is disrupted or increased by reason of circumstances which could not reasonably have been foreseen by Miles Designs then the Client shall make additional payments to Miles Designs for carrying out any additional work so caused. Unless otherwise agreed between the Client and Miles Designs the additional sum to be paid to Miles Designs shall be calculated in accordance with the rates shown within the Proposal.

25.     Upon termination in accordance with the Agreement, the Client shall pay to Miles Designs a proportion of the sum which would have been payable to Miles Designs if no such termination had taken place, less the amount of payments previously made to Miles Designs under the terms of this Agreement.  In assessment of such proportion the services carried out by Miles Designs up to the date of termination and in pursuance of Clause 8 shall be compared with a reasonable assessment of the services which Miles Designs would have carried out but for the termination.

26.     When the sum or any part of the sum to be paid to Miles Designs is to be a proportion of the cost to the Client of the construction of either the Project or the Works such costs shall be deemed to allow for the construction being undertaken by Contractors competent to execute the relevant class of work at fair open market rates, and shall allow for the purchase as new of all materials, goods and equipment to be incorporated within the construction. The total cost shall include everything necessary for the execution and completion of the construction but shall exclude land costs, interest charges, administrative expenses and professional charges incurred by the Client.  Until the cost of the said construction is known payment to Miles Designs shall be calculated by reference to the most recent estimate of the construction cost prepared by the Client’s Agent or Miles Designs.

27.     Miles Designs may present invoices at monthly intervals to the Client for payment, but instalments paid by the Client to Miles Designs in accordance with such invoices shall constitute no more than payments on account. A statement of the total sum due to Miles Designs shall be prepared when the total payment due to Miles Designs in accordance wit the Agreement is fully known.  Such statement after giving credit to the Client for all instalments previously paid, shall state the balance (if any) due from the Client to Miles Designs or from Miles Designs to the Client as the case may be, which balance shall be paid to or by Miles Designs as the case may require.

28.     All sums due from the Client to Miles Designs in accordance with the terms of this Agreement shall be paid within 30-days of the date of Miles Designs invoice thereafter to the Client and any sums remaining unpaid at the expiry of such period of 30 days shall be subject to the addition of interest charges; such interest charge to accrue at the rate of 8% above the Base Rate set by the Bank of England.

29.     If any item or part of an item of an invoice rendered by Miles Designs to the Client is disputed or subject to question by the Client the payment by the Client of the remainder of that invoice shall not be withheld on those grounds, and the provisions of Clause 28 shall apply to such remainder and also to the disputed item tot he extent that it shall subsequently be agreed or determined to have been due to Miles Designs.