Terms & Conditions Light Planning and Design Ltd Terms of Engagement based on the Association of Consulting Engineering Standard Conditions (ACE).
1.1 Any instruction to proceed with the Services issued by the Client to the Consultant, whether written or verbal shall mean unqualified acceptance of the proposal as set out in the Consultant’s Fee Proposal and these Terms of Engagement.
1.2 These Terms of Engagement, the ACE Professional Services Agreement (2017) and attached Fee Proposal to the Client constitute the contract Agreement between the Client and Light Planning and Design Ltd (“the Agreement”).
1.3 This Agreement shall apply in preference to and supersede any previous terms and conditions referred to, offered or relied upon by the client, whether in writing or otherwise.
1.4 If there any discrepancies between These Terms of Engagement, the ACE Professional Services Agreement (2017) and the attached Consultant’s Fee Proposal, then these Terms of Engagement take precedence.
1.5 This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English courts.
2.0 Definitions The following definitions shall apply to this Agreement:
“Client” means the organisation to which the attached Fee Proposal is addressed.
“Consultant” means Light Planning and Design Ltd.
“Individual” means any employee or member of the Consultant, including any officer or director of a company.
“Contractor” means a contractor appointed by the client to execute, co-ordinate and supervise or procure the execution, coordination and supervision of all or part of the Works.
“Works” means the Works, Project or Scope set out in the attached fee letter in connection with which the Client has engaged the Consultant to perform the Services.
“Services” means the services described in the attached Fee Proposal.
“Additional Services” means any services undertaken by the Consultant beyond those defined in the attached Fee Proposal.
“Fee” means the fees for the performance of the Services and Additional Services if any stated in the attached Fee Proposal.
“Insolvency” means either party becoming bankrupt, going into liquidation (either voluntary or compulsory unless as part of a bona fide scheme of reconstruction or amalgamation), being dissolved, compounding with his creditors or having a receiver or administrative receiver or administrator appointed of the whole or any part of his assets.
3.0 Obligations of the Consultant
3.1 The Consultant shall exercise reasonable skill, care and diligence in the performance of the Services and the Additional Services if any. If in the performance of his services the Consultant has a discretion exercisable as between the Client and any contractor, the Consultant shall exercise that discretion fairly.
3.2 The obligations of the Consultant do not include a duty to advise as to the actual or possible presence of pollution or contamination or as to the risks of such matters having occurred, being present or occurring in the future unless the provision of such advice is specifically detailed within the Services.
3.3 The Consultant may with the prior written approval of the Client sub contract the performance of any of the Services to a sub consultant. The Consultant shall be responsible for the performance and the payment of any such sub consultant.
3.4 Subject always to conditions beyond his reasonable control the Consultant shall use reasonable endeavours to perform the Services in accordance with the programme agreed between the Consultant and Client and any subsequent programmes agreed between the two parties.
4.0 Obligations of the Client
4.1 The Client shall use his reasonable endeavours to provide to the Consultant without charge and in such time so as not to delay or disrupt the performance of the Services by the Consultant all necessary and relevant data and information in the possession of the Client, his agents, servants, other consultants or contractors and give such assistance and make such decisions as shall reasonably be required by the Consultant in the performance of the Services.
4.2 The Client shall appoint Contractors to execute and/or to manage the execution of the Works and require that the Contractors execute the Works in accordance with the terms or the relevant contract. Neither provision of site staff nor periodic visits by the Consultant or his staff to the site shall in any way affect the responsibilities of the Contractors or any Sub-Contractors for constructing the Works in compliance with the relevant contract documents and any instructions issued by the Consultant.
5.1 Payment by the Client to the Consultant for the performance of the Services shall comprise the Fees and if so agreed expenses.
5.2 Fees for the performance of the Services and the Additional Services if any shall be paid in accordance with the attached Fee Proposal.
5.3 Payment due to the Consultant under this Agreement shall become due for payment on submission of the Consultant’s invoice therefore and the final date for payment shall be 14 days thereafter. Interest and collection costs shall be charged on all amounts remaining unpaid thereafter in accordance with the Late Payments of Commercial Debts (interest) Act 1998.
5.4 Where time based fees are to be paid, they shall be paid by instalments as set out in the attached Fee Proposal and calculated by multiplying the hourly or daily rates applicable to the persons concerned by the number of hours or days (as the case may be) spent by such persons in performing the Services or Additional Services including time spent in travelling on connection with the Works.
5.5 The Client shall not later than five days after the date on which payment becomes due give a notice specifying the amount (if any) of the payment made or proposed to be made and the basis on which that amount was calculated.
5.6 The Client may not withhold any payment after the final date for payment of any sum due under this Agreement unless the Client gives not later than seven days before such final date a notice specifying the amount proposed to be withheld and the legitimate ground for withholding payment or if there is more than one ground each legitimate ground and the amount attributable to it.
5.7 All sums due under this Agreement are exclusive of Value Added Tax, the amount of which, shall be paid by the Client to the Consultant at the rate and in the manner prescribed by law.
Note: The Consultant, Light Planning and Design Ltd, is not currently VAT registered. When this changes, the Consultant will advise the in advance Client accordingly.
6.0 Additional Payment Light Planning and Design Ltd.
6.1 If the Consultant has to carry out additional work and/or suffers delay or disruption in the performance of the Services for reasons beyond the Consultant’s control the Client shall make an additional payment to the Consultant in respect of the additional work carried out and the additional resources employed and/or the delay or disruption suffered. The additional payment shall be calculated on a time basis at the hourly rates set out in the attached fee letter and shall be paid monthly. The Consultant shall where practicable and if so requested by the Client give an initial estimate of the additional payment likely to be incurred.
7.0 Limitation of Liability
7.1 Notwithstanding anything to the contrary contained elsewhere in this Agreement, the total liability in the aggregate of the Consultant under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise (other than in respect of personal injury or death) shall not exceed the amount equalling 10 (ten) percent of the Consultant’s fees for providing the Services under this Agreement.
7.2 No action or proceedings under or in respect of this Agreement whether in contract, tort or in negligence or for breach of statutory duties or otherwise shall be commenced against the Consultant after the expiry of 6 years after the completion of the Services (or termination if earlier) or such earlier date as may be prescribed by law.
8.1 The level of Insurance cover provided will be in accordance with Light Planning and Design’s standard Insurance cover (copy available on request).
9.0 Contracts (Rights of Third Parties) Act 1999
9.1 Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.0 Copyright, Licence and Publicity
10.1 The copyright in all intellectual property provided by the Consultant in connection with the Works shall remain vested in the Consultant, but the Client shall have a licence to use all completed drawings and other documents issued to the Client, other consultants or contractors for the purpose of the construction, completion, maintenance and repair of the Works. In the event of the Client being in default of payment of any Fees or other amounts due to the Consultant under this Agreement, the Consultant may revoke the licence herein granted on seven days’ written notice to the Client. The Consultant shall not be liable for the use by any person of any such drawings or documents for any purpose other than that for which the same were prepared on behalf of the Consultant.
10.2 The Consultant 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 Works.
11.0 Resolution of Disputes
11.1 Where this agreement is a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 (as amended in 2011), either party may refer any dispute arising under the Agreement to adjudication in accordance with the Construction Council Model Adjudication Procedure.
12.1 In the event of a material breach of this Agreement by either party or in the event of the Insolvency of one of the parties the party who is not in breach or is not insolvent may terminate this Appointment upon not less than two weeks’ written notice to the other party.
12.2 Upon such termination the Client shall pay the Consultant all monies accrued due to the Consultant up to the date of such termination following submission of the Consultant’s invoice therefore and the provisions of clause 5 of these Terms of Engagement shall then apply to such payment.
12.3 Termination of the Consultant’s appointment under this Agreement shall not prejudice or affect the accrued rights or claims of either party.
13.1 Neither party may assign or transfer any benefit or obligation under this Agreement without the prior written consent of the other party.
When, visiting www.lightpad.co.uk you are consenting to the practices described within this policy.
In respect to the Data Protection Act 1998 (the Act), the data controller is Light Planning and Design Ltd ( 6 Mount Street, Harrogate, HG2 8DQ.
We may gather the following Data about you:
Data that you give us by filling forms on our website www.lightpad.com or by telephone, email etc.
Data you give when (in addition to other things) you subscribe to utilise our website, take an interest in LightPaD services or other online networking capacities on our webpages and when you report an issue with our website
Anonymous data assembled by us, possibly including your IP address browser type and version, time zone setting, browser plug-in types, operating system and platform;
Unknown specialised data accumulated by Analytics. Contact email@example.com for details
Contact details if subscribing to a news letter, including your name, position, email, phone number and company
Recognisable data including your email address, in the event that you agree to receive of pursue LightPaD literature and any telephone number or email address used to get in touch with us.
We use data held about you in the following manner:
to facilitate our commitments emerging from any contractual agreements between you and us in order to provide you with the agreed services and information from us
to provide you with details of different services that can we offer and may compliment those appointed for and/or enquired about
to give you information we feel may be of interest to you
to inform you about changes to our services
to direct content from our website as being introduced in the best way for you and for your PC
to support internal website operations, testing, research, factual and review purposes
to improve our website content to ensure that subject matter is introduced in the best way for you and for your PC
when you decide to, to allow you to pursue an interest in our services and to use interactive elements of the website
to keep our site protected and secure
to quantify the level of publicity we provide to you and others, and to convey pertinent services to you
to make proposals and suggestions to you about our services / information that may interest you
Disclosure of your data:
You agree that we reserve the option to share your data with:
Any individual/organisation from/associated with LightPaD
Chosen outsiders potentially including:
colleagues, providers and sub-contractual workers for the completion of any agreement we go into with you
examination and web index suppliers that help us in the improvement and enhancement of our website
If we sell or purchase any business or entity, where we will share your data to the relevant party
Where we have given you (or where you have picked) a password which empowers you to access specific content of our website, you are responsible for keeping this private. We ask you not to impart your password to anybody
Understandably, the transmission of data by means of the web isn’t totally secure. In spite of the fact that we will ensure full effort in the security of your information, we can’t guarantee the security of your information transmitted to our website; any transmission is at your own risk
You reserve the right to ask us not to process your own information for advertising purposes. We will advise you prior (before gathering your information) to the event that we mean to utilise your information for such purposes. You can exercise your rights by contacting us on firstname.lastname@example.org
Our webpage may, every once in a while, contain connections to and from different sites. In the event that you follow a connection to any of these sites, you should note that these websites are likely have their own data policies and that we don’t acknowledge any obligation or liability for these.
Please check these policies before you submit any personal data to these websites.
Access to data:
The Act allows you the right to access information held about you.
Changes to our protection strategy: