In these terms:-
Morse Consultants means Morse Property Consultants Ltd of Innovation House, Molly Millars Close, Wokingham, Berkshire RG41 2RX.
“Client” means the person, firm or company to whom Morse Consultants is to provide services.
“Other terms” shall mean other correspondence or documentation between Morse Consultants and the Client in respect of which these terms apply.
Words in singular include plural and vice versa and words in the masculine include feminine and neuter.
These terms shall apply to and be incorporated in the contract for the provision of services (“the Services”) by Morse Consultants.
These terms shall be read in conjunction with Other Terms. In the case of any conflict between these terms and Other Terms, Other Terms shall take precedence.
Morse Consultants employees or agents are not authorised to make and representations concerning the provision of the Services unless confirmed in writing by a Director of Morse Consultants.
No variation to these terms, by way of Other Terms or otherwise, shall be binding unless agreed in writing between a director of Morse Consultants and the client.
Morse Consultants shall provide the Services as set out in the Other Terms, which shall be incorporated in the contract for the Services.
Under no circumstances shall Morse Consultants accept the responsibility of the services of other companies, unless expressly agreed in writing by a Director or Morse Consultants.
The Client acknowledges that there are no representations outside these terms which have induced him to engage Morse Consultants.
The scope, nature and requirement of the Services will be set out in broad terms and agreed in writing between the Client and Morse Consultants prior to the commencement of work or as soon as possible thereafter. The Other Terms shall describe the Services and the Client shall inform Morse Consultants immediately on receipt if this description does not accord with their instructions. All work will be carried out with reasonable skill and care.
Any documents, text or drawings prepared by Morse Consultants as part of the Services that could be affected by the Property Misdescriptions Act 1991 or Property Misdescription (Specified Matters) Order 1992, must not be included in any statements about land (which includes buildings) offered for sale without the information being approved in writing by the Morse Consultants’ Director responsible for the project
All completion dates are estimates only and the time of completion shall not be of the essence of the contract. In no circumstances shall Morse Consultants be liable to compensate the Client in damages of otherwise for non-completion or late completion of the provision of the Services or any of them for whatever reason or for any loss, consequential or otherwise arising therefrom.
It will be Morse Consultants intention to archive and subsequently destroy our records in accordance with a standard office archiving policy a copy of which is available on request.
All intellectual property rights, including without prejudice to the generality of the foregoing, copyrights, patents know how and any other intellectual property rights howsoever arising in all documents, and drawings, shall, unless otherwise agreed in writing between Morse Consultants and the Client, remain the property of Morse Consultants.
All invoices will be submitted to the Client in accordance with the Other Terms, or where not set out, at monthly intervals.
Unless otherwise stated in the Other Terms, Morse Consultants shall be entitled, in respect of any interim, stage or final payment, to the value of all work undertaken in accordance with this agreement. Such entitlement shall be adjusted by the aggregate of any sums previously paid or due.
All invoices are due within 14 days of the date of invoice.
The Client will be responsible for payment of all invoices. Where the Client is entitled to recover fees from any third parties, the invoices will be settled by the Client whether or not recovery is possible.
Any queries must be raised in writing within 7 days of receipt of an account and discussed and resolved with the relevant Morse Consultants’ Director responsible for the project.
Morse Consultants reserves the right to charge the Client interest (both before and after any judgement) on any unpaid invoices at the rate of 8% per annum over the base rate for the time being of until such payment is made. For the purpose of this clause an account shall be deemed to be unpaid from the Final Date for Payment (identified under clause 4.7).
Unless otherwise stated in the Other Terms, the Final Date for Payment shall be 21 days from the date an account becomes due.
Withholding of Payments
The client may not withhold any sums payable beyond the Final Date for Payment unless he has given at least seven days notice of his intention to withhold. Such notice shall specify the amount to be withheld and the ground or grounds for withholding payment.
The Client may not withhold any sums payable where the reason for such withholding is a result of other parties etc., failing to carry out their own duties and where the performance of such other parties is beyond the reasonable control of Morse Consultants.
All Client monies agreed to be held in a Client account shall be retained in accordance with the RICS Members’ Accounts Rules.
Disbursements and Value Added Tax
Unless otherwise stated in the Other Terms, all fees quoted are net of disbursements and the Client will pay all reasonable expenses incurred in carrying out the Services.
All fees quoted are not of VAT, which will be added at the prevailing rate.
Morse Consultants shall have the right to suspend performance of their Services in the event that the Client fails to make payment by the Final Date for Payment of any sums payable under Clause 4 and where no effective notice to withhold payment has been given in accordance with Clause 5. Such suspension shall be subject to Morse Consultants giving at least seven days notice stating the ground or grounds on which they intend to suspend. The notice shall be deemed to have been served from the date of its posting.
The contract incorporating these terms and conditions may be terminated by either party giving to the other at least one months notice in writing of its wish to terminate save that Morse Consultants may terminate the contract by notice at any time in the event that the Client shall have failed to make payment by the Final Date for Payment of any sums payable under Clause 4. Termination by the Client will be subject to the payment of outstanding invoices in accordance with Clause 4.
Should Morse Consultants be prevented from or hindered in providing the Services or any part thereof by reason of warm riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any course beyond Morse Consultants control, the time for completion shall be extended by a period equal to that during which the cause preventing or hindering provision exists or Morse Consultants shall agree an alternative course of action with the Client.
Morse Consultants Staff
The Client shall not approach persons or organisations employed or otherwise engaged by Morse Consultants with a view to employing or engaging them directly themselves.
Limitation of Liability
Save in respect of liability for personal injury and death Morse Consultants liability in contract, tort or otherwise to the Client arising out of or in connection with the Services shall in no circumstances exceed £ 1,000,000 ( One million pounds)