Terms and Conditions

1. Our responsibility is to act with reasonable skill and care in providing a service to the client and complying with the client’s instructions, provided they do not conflict with these Terms or any applicable law or professional rules.

2. Our advice is given in good faith and is made on the basis of information supplied to us at the time. All information supplied by your company/organisation or its representatives has been accepted as being correct unless otherwise stated.

3. If these Terms conflict with appointment-specific terms expressly agreed in writing by both parties, those agreed terms take precedence. A client’s letter of instruction does not override these Terms unless the relevant variation is expressly accepted in writing by the Principal of Philip Russell Associates.

4. Where our fees and expenses payable for our services are not specified separately in writing, Philip Russell Associates is entitled to a fair and reasonable fee by reference to time spent, plus reimbursement of properly incurred expenses.

5. Our invoices are due for payment upon receipt of the invoice and are subject to VAT at the prevailing rate. We reserve the right to charge interest from the 15th day following the date of invoice at the rate of 8% per annum above the Bank of England base rate applicable during the period in which the debt falls due.

6. In the event of termination, for whatever cause, we reserve the right to charge a reasonable fee proportionate to the work carried out in accordance with the fee basis agreed for the appointment or any subsequent agreed variations to the terms of our appointment.

7. We will terminate our services under the terms of our appointment when:

7.1 The job is finished, or

7.2 We consider that it is not in our mutual best interest for us to continue to act on your behalf

8. You may terminate any agreement governed by these Terms by giving us not less than 14 days’ notice in writing. However, if any letter of instruction states a minimum period for our instruction, notice to terminate may not be given so as to expire before the end of that period.

9. The terms of our appointment may only be varied if accepted in writing by the Principal of Philip Russell Associates.

10. Our aggregate liability to you in relation to any matter including liability for negligence or breach of contract, (but not including death or personal injury arising from our negligence or fraudulent misrepresentation, for which there is no limit) shall be limited to the lower of: £1m; the maximum insurance cover at the time of a claim; or 10 times our fee for the matter or transaction unless otherwise agreed.

11. For the purposes of the Contract (Rights of Third Parties) Act 1999, the parties agree that they do not intend any terms of the appointment to be enforceable by any third party who, but for the Act, would not have been entitled to enforce such terms.

12. We may, in the course of providing our services, introduce the client to independent service providers. We make such introductions in good faith, but we accept no liability in connection with such introductions.

13. Our appointment is subject to English Law and the exclusive jurisdiction of the English Courts.

14. We operate a procedure for complaints handling as required by the Royal Institution of Chartered Surveyors. Further details are available on request.

15. The client under our appointment is solely the person or legal entity named in our letter of instruction, terms of engagement or proposal. No parent, subsidiary, associated company, special purpose vehicle or other person becomes a client merely by its relationship with that client or with the property. Any change or addition to the client must be agreed by us in writing. The person instructing us on behalf of an organisation confirms that they have authority to do so.

16. The services, purpose, property, deliverables, assumptions, exclusions, timetable and fee basis for each instruction are those set out in our letter of instruction, terms of engagement or proposal, as supplemented by any written variation agreed by us. We may rely on information supplied by the client and others unless the agreed scope expressly requires us to verify it; this does not relieve us of our duty to exercise reasonable skill and care in carrying out the agreed services.

17. Any material change to the scope or instructions, or any request for additional services, is subject to our written agreement as to the additional work, fee and any effect on the timetable before that work is undertaken. If access, instructions, approvals or information reasonably required from the client or others are delayed, we may reasonably adjust the timetable and charge for additional work caused by the delay where agreed in writing.

18. Our reports, drawings and other deliverables are prepared solely for the client and the purpose stated in the appointment. No other person may rely on them without our prior written consent. We retain copyright in our original work and grant the client a non-exclusive licence to use and copy the deliverables for the stated purpose once the relevant fees have been paid. The client may provide copies to its professional advisers for that purpose, provided they are informed that they may not rely on the deliverables without our written consent.

19. Each party will keep the other party’s confidential information confidential, except to the extent disclosure is reasonably required for the services, authorised by the other party, required by law or a professional or regulatory obligation, or the information is already public other than through breach of this clause. We will process personal data in accordance with applicable data protection law and our privacy notice.

20. We are responsible for the services we expressly agree to provide. Where specialist consultants or contractors are appointed directly by the client, they are responsible for their own services and work. We are not responsible for their acts or omissions merely because we recommend, coordinate or review their work, but remain responsible for exercising reasonable skill and care in any coordination or review that forms part of our agreed services.

21. Please sign and return these Terms. Where we have supplied these Terms and the applicable letter of instruction, terms of engagement or proposal to the client before starting work, the client also accepts them by subsequently giving or confirming an instruction for us to proceed or knowingly allowing us to start or continue the services without objection. Failure to return a signed copy also constitutes acceptance. Any change to these Terms must be agreed in writing in accordance with the variation provision above.

I confirm my agreement to the above Terms

Signed: .......................................................... Date: ........................ Name: ................................................

On behalf of: ............................................................................................. (Director or Authorised Signatory)