TERMS OF BUSINESS.

Standard Terms and Conditions for the Provision of Quantity Surveying & Commercial Services

1. Definitions and Interpretation

“Client” means the person, firm, or company named in the Letter of Appointment / Proposal.

“ESC” means ESC Associates Ltd, a company registered in England and Wales under Company Number 16266167, whose registered office is at 32 Brook Lane, Berkhamsted, England, HP4 1SX.

“Contract” means the contract between the Client and ESC comprising these Terms and the Letter of Appointment / Proposal.

“Services” means the quantity surveying, cost management, commercial management, or other professional services to be performed by ESC as detailed in the Letter of Appointment / Proposal.

2. Standard of Care

2.1 ESC shall exercise all reasonable professional skill, care, and diligence in the performance of the Services to be expected of an experienced and qualified Chartered Quantity Surveyor performing similar services on projects of a similar size, scope, and complexity.

2.2 ESC does not warrant, guarantee, or provide any fitness-for-purpose obligation (express or implied) in respect of the Services, project designs, or any final construction works.

3. Client’s Responsibilities

3.1 The Client shall provide ESC, free of charge, with all necessary, accurate, and timely information, data, decisions, and instructions required for the performance of the Services.

3.2 ESC shall be entitled to rely upon the accuracy of any information, drawings, or data supplied by the Client or any third-party consultants engaged by the Client, and shall not be responsible for any errors or omissions within them.

3.3 The Client shall secure all necessary site access, permissions, and statutory approvals required for ESC to carry out the Services.

4. Fees, Invoicing, and Payment

4.1 The fees for the Services shall be as set out in the Letter of Appointment / Proposal.

4.2 All fees are exclusive of VAT, which shall be charged at the prevailing rate.

4.3 Reimbursable expenses (including travel, printing, and site-specific costs) will be charged in addition to the professional fees unless expressly stated as included.

4.4 Invoices shall be submitted monthly or upon completion of defined stages.

4.5 The due date for payment shall be the date of submission of ESC's invoice. The final date for payment shall be 14 days from the due date.

4.6 If the Client intends to withhold payment of any amount invoiced, they must issue a formal Pay Less Notice to ESC no later than 5 days before the final date for payment, specifying the sum considered due and the basis on which it is calculated.

4.7 In the event of late payment, ESC reserves the right to:

Charge interest on the outstanding balance at a rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998; and

Suspend the Services upon giving 7 days’ written notice. ESC shall have no liability for any delays, losses, or costs incurred by the Client due to such suspension.

5. Limitation of Liability

5.1 Professional Indemnity Insurance (PII): Subject to reasonable commercial availability, ESC shall maintain Professional Indemnity Insurance in an amount not less than £250,000 (two hundred and fifty thousand pounds sterling) in the aggregate, provided such insurance remains available at commercially reasonable rates and terms.

5.2 Limit of Liability: Notwithstanding any other provision of this Contract, ESC's total liability under or in connection with this Contract (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall be limited in the aggregate to £250,000 (two hundred and fifty thousand pounds sterling).

5.3 Financial/Consequential Loss: Under no circumstances shall ESC be liable to the Client for any loss of profit, loss of revenue, loss of contract, loss of business, financing charges, or any indirect or consequential economic loss.

5.4 Net Contribution: Without prejudice to the overall limit in Clause 5.2, ESC’s liability shall be limited to such sum as it would be just and equitable for ESC to pay having regard to the extent of ESC's responsibility for the loss or damage, on the assumption that all other consultants, contractors, and subcontractors have provided contractual undertakings to the Client on terms no less onerous than those in this Contract, and have paid the proportion of loss that is just and equitable.

5.5 Time Limit: No action or proceedings under or in connection with this Contract shall be commenced against ESC after the expiry of 6 years (if signed under hand) or 12 years (if signed as a deed) from the date of completion of the Services, or the date of termination of this Contract, whichever is the earlier.

5.6 Personal Liability: The Client agrees not to bring any personal claim in contract, tort (including negligence), or statutory duty against any individual employee, director, partner, or member of ESC.

6. Intellectual Property & Copyright

6.1 The copyright and all other intellectual property rights in all BoQs, estimates, schedules, reports, drawings, calculations, and other documents prepared by ESC (the "Material") shall remain vested in ESC.

6.2 Subject to payment in full of all fees due under this Contract, ESC grants the Client a non-exclusive, non-transferable, royalty-free licence to use and copy the Material solely for the purposes of the specific project to which the Services relate.

6.3 ESC shall not be liable for the use of any Material for any purpose other than that for which it was originally prepared.

7. Termination & Suspension

7.1 Either party may terminate or suspend this Contract by giving 14 days’ written notice to the other party.

7.2 Either party may terminate this Contract with immediate effect by written notice if the other party is in material breach of its obligations and fails to remedy the breach within 14 days of receiving a written warning, or if the other party becomes insolvent.

7.3 In the event of any suspension or termination, the Client shall pay ESC for all Services performed up to the date of suspension or termination, plus any unavoidable third-party disbursements or demobilisation costs incurred by ESC.

8. Third Party Rights

8.1 Nothing in this Contract shall confer, or is intended to confer, any enforceable right on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

9. Dispute Resolution

9.1 Mediation: In the first instance, the parties shall attempt to resolve any dispute arising out of this Contract through amicable negotiation. If the dispute cannot be resolved, either party may request that the dispute be referred to mediation under the RICS Mediation Procedures.

9.2 Adjudication: Notwithstanding Clause 9.1, either party has the right to refer any dispute or difference under this Contract to adjudication at any time in accordance with the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended). The nominating body shall be the Royal Institution of Chartered Surveyors (RICS).

10. Governing Law and Jurisdiction

10.1 This Contract shall be governed by, and construed in accordance with, the laws of England and Wales.

10.2 Subject to Clause 9, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Contract.