Terms and Conditions of Appointment

23 July 2024

We request that you confirm acceptance of the terms and conditions below in writing, provided that whether or not we receive such confirmation any instruction from you to us, Roadnight Taylor Limited or “RT”, to commence and/or continue the performance of the Services will amount to agreement by you to the terms and conditions below and shall form a binding contract on the basis of the terms and conditions below, to the exclusion of any other terms or conditions that may have been or may be proposed by you. Any amendments to the terms and conditions below will only be effective if agreed in writing by us.

For the purposes of these terms and conditions, the term “Services” shall mean the services described in the Appointment and all other services performed by us in connection therewith and the term “Appointment” shall mean our proposal detailing the Services that we propose to perform for you, these terms and conditions and your acceptance thereof.

1. Term

Roadnight Taylor Ltd (RT) shall provide Services to you from the date of written instruction unless and until the agreement is terminated by either party in accordance with clause 13.

2. Duties

2.1 We shall exercise reasonable skill, care and diligence in the performance of our obligations under or in connection with the Appointment and shall exercise reasonable endeavours to perform the Services to any programme agreed in relation thereto. Notwithstanding any other provision of the Appointment, we shall have no greater obligation under or in connection with the Appointment than to exercise reasonable skill, care and diligence.

2.2 If RT is unable to provide the Services due to illness or injury, we shall notify you as soon as reasonably practicable.

2.3 With your prior written approval, RT may appoint a suitably qualified substitute to perform the Services on our behalf, provided that the substitute shall be required to enter direct undertakings with the Client, including with regard to confidentiality. The Client will continue to pay the fee as provided in clause 3.1 below and RT shall be responsible for the remuneration of (and any expenses incurred by) the substitute. RT will not be paid for any period during which neither RT nor any substitute provides the Services. For the avoidance of doubt, RT will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the substitute.

3. Your Responsibility

You shall give us all relevant data and information available to you in relation to the Services and such assistance, decisions and access as may be required by us and in sufficient time to enable the performance of the Services in accordance with any agreed programme.

4. Fees and Expenses

4.1 Unless otherwise specified in our proposal, we shall issue invoices at monthly intervals and on termination or completion of the Services. You shall pay our invoices in full thirty (30) days after the invoice date or, if the Appointment is a “construction contract” for the purposes of Section 104 of the Housing Grants, Construction and Regeneration Act 1996 (as amended), in accordance with clause 4.2.

4.2 Our invoices shall become due for payment on the date of their submission and the final date for payment shall be thirty (30) days thereafter. Our invoices shall state the sum we consider to be due at the payment due date (“Notified Sum”) and the basis on which that sum is calculated. On or before the final date for payment you shall pay (i) the Notified Sum; or (ii) if you notify us of your intention to pay less than the Notified Sum no later than seven (7) days before the final date for payment specifying the sum you consider to be due and the basis on which it is calculated, the sum stated as due in such notice of intention to pay less.

4.3 In the event of late payment, we may (a) charge statutory interest calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 together with all other costs reasonably incurred by us; and/or (b) without prejudice to Section 112(2) of the Housing Grants, Construction and Regeneration Act 1996 (as amended) if the Appointment is a “construction contract” or to clause 10, suspend the Services until payment of the arrears plus applicable interest is received in cleared funds. All sums due under the Appointment are exclusive of Value Added Tax, the amount of which shall be paid by you at the rate and in the manner prescribed by law.

4.4 In the event that we receive reasonable instructions from you or on your behalf to perform services additional or different to those stated in our proposal and/or such additional or varied services are necessary in the circumstances and/or we suffer delay or disruption in the performance of the Services for reasons outside our reasonable control (including without limitation for any reasons relating to disease, epidemics and/or pandemics and/or government advice in relation thereto), you shall make additional payment to us for the additional, different or varied services performed and/or the additional resources employed and/or the delay or disruption suffered and/or all costs and expenses in relation thereto (including without limitation demobilisation and remobilisation costs) and any agreed programme shall be extended accordingly. The additional payment shall be calculated on a fair, reasonable and commercial basis (and which shall include reasonable profit), having due regard to how we charge for such additional, different or varied services performed and/or the additional resources employed and/or the delay or disruption suffered for a project which is similar to the project to which the Services relate (the “Project”).

5 . Limitation of Liability

5.1 5.1 Our total liability (other than for personal injury or death resulting from negligence or for fraudulent misrepresentation) under or in connection with the Appointment howsoever arising whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed 100% (one hundred percent) of fees paid in respect of the Appointment (excluding any success fees) (the “Limit of Liability”). You agree to indemnify and hold us harmless in respect of any claim made by you, judgement or award against us in your favour in connection with the Appointment to the extent that enforcement thereof will, or may, result in the aggregate amount paid by us exceeding the Limit of Liability.

5.2 Without prejudice to clause 5.1 or any other exclusion or limitation of liability available to us, our liability shall be further limited to:

(a) such sums as we ought reasonably to pay having regard to our responsibility for the loss and damage suffered on the assumptions that any other consultants, contractors and sub-contractors shall be deemed to have provided you with contractual undertakings on terms no less onerous than those set out in this Appointment and paid you such proportion of loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility;

(b) the extent of any loss, damages, injury, expenses, costs (including legal costs) that are directly caused by our negligence or the negligence of our employees, sub-contractors, sub-consultants and/or agents hereunder. In no circumstances whatsoever shall we be liable to you for any loss of profit or revenue or savings (actual or anticipated), business interruption, loss caused by delay, wasted management time, increased supervision costs, diminution in value, financing charges, loss of goodwill, loss of reputation, loss of market share, loss of data, ex gratia payments of any kind (including without limitation if the same are direct losses) and/or any indirect or consequential loss whether caused by negligence, breach of duty (statutory or otherwise), breach of contract or otherwise and whether or not such losses were foreseeable at the time of entering into the Appointment

5.3 You agree not to pursue any claims in contract, breach of statutory duty or otherwise (a) after the expiry of five (5) years following the completion of the Services or such earlier date as may be prescribed by law; and/or (b) (save in respect of death or personal injury resulting from negligence) against any individual employee, officer, director, partner or member of ours as a result of them carrying out the Services.

6. Other activities

We may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place us in a conflict of interest with you.

7. Confidential Information and Client Property

7.1 Neither of us shall use or disclose to any person either during or at any time after the Appointment any confidential information about the business or affairs of the other party or any of their business contacts, or about any other confidential matters which may come to our knowledge in the course of this agreement. For the purposes of this clause 8, “confidential information” means any information or matter which is not in the public domain and which relates to the affairs of either party or any of our business contacts.

7.2 The restriction in clause 7.1 does not apply to:

7.2.1 any use or disclosure authorised by either party or as required by law; or

7.2.2 any use or disclosure authorised by RT to the extent that is required in order to deliver the Services; or

7.2.3 any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure.

7.3 This, paragraph 7, shall continue in full force and effect for a period of 3 (three) years from the date of this agreement.

8. Data Protection

We will only use the personal information provided by you in order to provide the Services, or to inform you about other Services RT provides, unless you advise RT that you do not want to receive this information. RT will not pass on personal data about you to third parties, other than to the extent necessary to deliver the Services.

9. Intellectual Property

The copyright, design right and all other intellectual property rights in any materials and other documents or items that RT prepares or produces for you will belong to RT absolutely. You may not use the materials, documents or other items for any commercial purpose other than the commercial purpose for which such materials, documents or other items were obtained pursuant to the Services.

10. Professional Indemnity Insurance

Provided always that such insurance remains available in the market 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 it is taken out or renewed as the case may be, RT shall maintain professional indemnity insurance (minimum limit of indemnity £2,000,000 for any one claim) for the period of this agreement and will provide a copy of the policy documents for you if requested.

11. Non Solicitation

You shall not solicit (and shall procure that no parent company or subsidiary of yours solicits) the services of any of our employees officers consultants or directors without our prior written consent during the term of the Appointment or for the period of six (6) months after the termination of the Appointment. If during such period any such employee officer or director of ours accepts an offer of employment made by you as a result of an introduction in the course of the Appointment, you shall pay us a sum equivalent to six (6) months gross salary (plus bonuses) of the person concerned. We have in place policies and procedures relating to compliance with legislation concerning bribery and corruption, data protection and health and safety. You shall comply with all applicable legislation.

12. Termination

12.1 Either of us may terminate the Appointment (a) immediately upon written notice to the other if the other has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or enters into liquidation (whether voluntary or compulsory) or if any proceedings are commenced relating to its insolvency or possible insolvency (b) by written notice to the other if, within two weeks of receipt of a written notice identifying a material breach of the Appointment by the other, the other has not taken all reasonable steps to rectify such breach or (c) at any time by giving not less than one month’s written notice to the other. We shall be entitled to suspend performance of the Services on 7 days’ written notice if due to circumstances outside our control it is impossible or impractical to perform the Services.

12.2 In the event of any suspension or termination for any cause whatsoever, we shall be entitled to be paid for all Services performed up to the date of termination and not yet paid for by you. Save where any suspension or termination is due to our being in breach, we shall also be entitled to be paid for all costs, disbursements and expenses reasonably incurred by us (including any costs incurred in suspending and/or resuming performance of the Services) as a direct result of such suspension or termination.

13. Status

RT will be an independent contractor and nothing in this agreement shall render RT an employee, worker, agent or partner of you or your representatives.

14. Variation

This agreement may only be varied by a document signed by both RT and you.

15. Third Party Rights

15.1 The Appointment is personal to you and can only be assigned if we consent in writing

15.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than RT and you shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

16. Governing Law and Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including on-contractual disputes or claims).

Roadnight Taylor Ltd_T&Cs_V10_ July2024