1. General Terms
1.1 Martin Redston Associates Ltd trading as Martin Redston Associates (referred to throughout this document as MRA or “we”) act as Structural Engineering Consultants.
1.2 The Client means the entity instructing MRA in a Fee Agreement/Proposal and shall include, for the purposes of these Terms and Conditions, any party acting as agent of the Client as notified by the Client to have the authority of the Client to do so.
1.3 Fee Agreement or Fee Proposal means any letter setting out the scope of services and works to be performed by MRA for the Client. This will include estimated charges and any additional agreed terms outside of the below terms and conditions.
2. Fees and Payments
2.1 The Client shall pay MRA fees for services in accordance with these Terms and Conditions and within 21 days of an invoice being issued.
2.2 Invoice queries should be made in writing by email or post within 10 days of an invoice being issued. If invoices are queried by phone it may be requested that this is also done in writing.
2.3 Fees for the services provided by MRA are time-based and billed in half hourly segments. The following rates shall apply:
£165 + VAT per hour for site visits (minimum 1 hour charge)
£130 + VAT per hour for design work, calculations, reports & contract management (including Party Wall matters and Building Control queries)
£65 + VAT per hour for drafting work
2.4 Minor disbursements including local travelling, printing and postage will be included within the hourly rates listed in clause 2.3.
2.5 All site visits by MRA are chargeable in line with the fees listed in clause 2.3. This includes any initial site consultation that may take place.
2.6 MRA fees are based on the hours that we expect to expend on a project. Such quoted prices are not fixed fees as we consider that our service will include a continuing consultancy element both at the design stage and also during the construction phase.
2.7 Changes to designs part way through a project by the Client or any of their partner organisations (including but not limited to the Client’s Architects, Builders, specialist Contractors, Surveyors or Engineers) may incur additional charges or necessitate the need to provide an updated quote for work before MRA proceed with changes. Should this result in a delay to the project MRA cannot be held responsible.
2.8 MRA do not extend credit beyond the invoice payment period. Invoices not paid within the time period set out in clause 2.1 will be subject to Statutory Interest payments of 8% per annum plus a charge of 2.5% of the invoice total to cover the costs of additional administration in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
3. Termination of Contracts
3.1 In the event of termination or suspension by either party in accordance with clause 3.2 or 3.3, the Client shall pay MRA any outstanding fees due but unpaid.
3.2 In the event of a breach of this agreement by the Client (including breach of fees payment provisions), MRA may give notice to immediately suspend work, setting out the acts or omissions of the Client or its agent relied upon as evidence of such breach. If the Client does not, to the reasonable satisfaction of MRA, take expeditious steps to repair the breach during the notice period provided by MRA then MRA may forthwith on the expiry of the notice period terminate its appointment with immediate effect by a further notice.
3.3 In the event of a breach of this agreement by MRA the Client may give immediate notice to suspend the appointment of MRA setting out the acts or omissions of MRA relied upon as evidence of such breach. If MRA does not take expeditious steps to repair the breach within a fair period the Client may forthwith on the expiry of the notice period terminate the appointment of MRA by a further notice.
3.4 In the event of any termination by the Client following breach of the fee agreement or these terms and conditions by MRA or in the event of insolvency of either party the Client shall pay MRA a fair and reasonable amount on account of the fees due commensurate with the service performed to the date of termination and any outstanding expenses.
3.5 The Client may at any time by notice require MRA to suspend the performance of all or any part of its services, provided that the Client has paid all outstanding fees due to MRA. On receipt of such notice MRA shall cease such suspended services in an orderly and economical manner compatible with a possible order to restart. If the suspension of the performance of all or any part of the services exceeds nine months in aggregate MRA may by giving four weeks’ notice treat the works or the project or that part of the works or that part of the project as having been abandoned and the appointment of MRA in respect of all or any part of the services affected shall be automatically terminated.
3.6 Upon the occurrence of any circumstance beyond the control of MRA that is such as to prevent or significantly impede the performance by MRA of its services under this agreement, MRA may without prejudice to any other remedy suspend indefinitely the performance of its services under this agreement in respect of all or such parts of the works as are affected.
3.7 If circumstances arise for which MRA is not responsible and which MRA considers make it irresponsible for them to perform all or any part of the services then MRA reserves the right to terminate their appointment as consultants.
3.8 The appointment of MRA may be terminated forthwith in the event of the insolvency of either party. Notice of termination shall be given to the party that is insolvent by the other party.
4. Suspension of services
4.1 If the Client does not pay to MRA the notified sum or the sum specified or raise an invoice query within the time frame set out in clause 2.1 or 2.2 then MRA may (without prejudice to any other right or remedy) suspend the performance of any or all its obligations under this agreement until any outstanding balance has been cleared.
4.2 Any period during which performance is suspended in pursuance of or in consequence of the exercise of that right shall be disregarded in computing (for the purpose of any contractual time limits) the time taken by MRA or by any third party to complete any work directly or indirectly affected by the exercise of that right (and where a contractual time limit is set by reference to a date other than a period, the date shall be adjusted accordingly)
4.3 The right of suspension will cease when the Client clears the outstanding balance on their account.
5. Intellectual property and confidentiality
5.1 MRA intellectual property rights shall, as the case may be, vest in or remain vested in MRA but the Client shall have a licence to use such intellectual property rights for any purpose directly related to the project. Such licence shall enable the Client to use MRA’s intellectual property rights for the construction of the project but such use shall not include a licence to reproduce the designs contained therein for any extension of the project, whether or not subsequently to the construction of the original project. In the event of the Client being in default of payment of any fees or other amounts due under this agreement MRA may revoke the licence granted herein by giving seven days’ notice. Save as above, the Client shall not make copies of any of MRA’s drawings or other documents or information, nor shall the Client use any of MRA’s intellectual property rights for any purpose other than that for which the same were prepared by or on behalf of MRA.
5.2 MRA shall not, without the written consent of the Client, publish alone or in conjunction with any other person any articles, photographs or other illustrations relating to the project. Neither party shall disclose to any other person any private or confidential information unless so authorised by the other party save in the proper course of that party’s duties or to either party’s professional advisers or insurers or as required by permitted law.
6 Limitations and Liability
6.1 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 total liability of MRA under or in connection with this agreement whether in contract in tort in negligence for breach of statutory duty or otherwise shall not exceed the sum of £1 million.
6.2 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 liability of MRA, if any, for any loss or damage (“the loss or damage”) in respect of any claim or claims shall not exceed such sum as it would be just and equitable for MRA to pay having regard to the extent of its responsibility for the loss or damage and on the assumptions that:
• All other consultants and advisers, contractors and sub-contractors involved in the project shall have provided contractual undertakings to the Client on terms no less onerous than those provided by MRA.
• There are no exclusions of or limitations of liability nor joint insurance or coinsurance provisions between the Client and any other party referred to in this clause 6.2 and that any such other party which is responsible to any extent for the loss or damage is contractually liable to the Client for the loss or damage.
• All the parties referred to in this clause 6.2 have paid to the Client such proportion of the loss or damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage.
7.1 MRA shall attempt in good faith to settle any dispute by mediation.
7.2 Where this agreement is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 (as may be amended from time to time) either party may refer any dispute arising under this agreement to adjudication in accordance with the Construction Industry Council model adjudication procedure current at the time of the referral of the dispute. The adjudicator shall be appointed at the request of either party by the Association for Consultancy and Engineering (ACE). The statement of case to be sent by the referring party to the adjudicator in accordance with that procedure shall not exceed eight single-sided sheets of A4 sized paper excluding any attachments.
8.1 MRA shall maintain public liability and professional indemnity insurances in the amount and for the length of time sufficient to cover the its liabilities as a consultant under this agreement provided always in either case that such insurances are available at commercially reasonable rates and subject to all exceptions exclusions and limitations to the scope of cover that are commonly included in such insurance at the time the insurances are taken out or renewed as the case may be. MRA shall immediately inform the Client if its professional indemnity insurance ceases to be available on the terms required by this clause at commercially reasonable rates in order that the Client and MRA can discuss the means of best protecting their respective positions in the absence of such professional indemnity insurance
8.2 As and when reasonably requested to do so by the Client, MRA shall produce for inspection broker’s certificates to show that the insurance cover required by clause 8.1 is being maintained
9 Collateral Warranties
9.1 MRA does not provide a Collateral Warranty, letter of comfort of other certification of works as a matter of course. Where requested in regard to funded projects of complexity or other appropriate circumstances, a Collateral Warranty, letter of comfort or certification of works may be provided, subject to this being agreed in principle between the parties prior to finalising a fee agreement or form of appointment between the client and MRA.
9.2 The provision of any Collateral Warranty document, letter of comfort or other certification of works will be subject to an additional fee equivalent to not less than 20% of our fees for the job, plus legal checking fees. Our preferred form of Collateral Warranty is the CIC standard form, with some minor amendments required by our insurers (copy available upon request). Should the client wish us to use an alternative form as provided by them or their legal representative we will charge additional legal fees for checking and negotiating terms. This will be at a rate of £165 + VAT per hour.
9.3 It should also be noted that a project may be subject to CDM (Construction Design and Management) regulations and therefore the Client should instruct a CDM Coordinator with whom MRA would be pleased to liaise in relation to safety issues on site. MRA does not provide these services.
10 Governing Law
10.1 The contract shall be governed by and construed in accordance with English Law.
Terms and Conditions correct as of 22nd September 2021 (last updated 25/05/21).