Terms Of Engagement

Ref: Version 2.0

 

Terms of engagement.​​

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This document together with our proposal, scope of service and any other accompanying documents including cover letters/emails, form the basis of your engagement with Glow. References to ‘we’, ‘us’ and ‘our’ are references to ‘Glow’ the trading name of Glow Building Consultancy Limited of 7 Bell Yard, London WC2A 2JR registered in England & Wales under company number 13026361. References to ‘you or ‘your’ refer to the entity engaging our services. Where you engage our services on behalf of a third party you warrant you have the authority to do so on their behalf and that they agree to be bound by the terms of this agreement. The application and interpretation of our engagement shall in all respects be governed by English law and any disputes or differences arising under it shall be referred to the English courts to be finally determined.

 

Fees, Payment, Expenses & Disbursements

The basis of our fee is set out in writing within our individual proposals. Unless stated otherwise, fees are quoted exclusive of expenses, disbursements and VAT. Where a time charge is agreed we will charge you for the time spent on your instructions at the hourly rates stated in our proposal. Unless otherwise agreed, invoices will be sent to you monthly for charges incurred in the previous period, regardless of whether work is complete. Out of pocket expenses such as travel, land registry, photography, printing and couriers are all charged in addition to time costs. We reserve the right to add a 10% premium to expenses and disbursements to allow for handling and finance costs. Payment is due 30 days from receipt of an invoice. We reserve the right to charge interest at 8% over the Bank of England base rate on all overdue accounts.

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Appointments

When the appointment of specialist sub-consultants is required, these appointments will be made directly by you to provide a separate contractual relationship. For party wall matters our completed letter of appointment provides us the authority to make such appointments on your behalf and you will be directly responsible for any fees or costs in relation to these appointments.

 

Inspections and Health & Safety

Where access to premises is required to progress our instruction but is restricted or not available due to no fault of our own, we reserve the right to charge for any additional time and expenses incurred for abortive visits or subsequent return visits. We require to be informed in advance of visiting any premises under your ownership or control of any relevant issues that may affect the health and safety of our attendees, including but not limited to contamination, asbestos or dangerous structures. As required by the Control of Asbestos Regulations 2012 a duty holder must take reasonable steps to find asbestos containing materials and provide information on the location and condition of the material to anyone who is liable to work on or disturb it.

 

Net Contribution

Without prejudice to any other exclusion or limitation of liability in these Terms and Conditions, our liability in monetary terms for any loss or damage suffered by you in the event of any breach of our agreement with you is limited and reduced to the proportion of such loss or damage that would be just and equitable for us to pay having regard to the extent of our responsibility for the loss or damage suffered and assuming that:

(i) all other consultants and contractors contracted directly to you on the same project or matter have provided contractual undertakings to you on terms no less onerous than those of our own in respect of the carrying out of their duties and obligations;

(ii) there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between you and any other consultants and contractors;

(iii) under the Civil Liability (Contribution) Act 1978, we have claimed contribution from all those other consultants and contractors contracted directly to you on the same project or matter and they all have the financial resources to meet the contribution claimed; and

(iv) all the other consultants and contractors contracted directly to you on the same project or matter have paid to you such sums as it is just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage suffered.

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Suspending and Terminating Instructions

For consultancy work you may terminate or suspend our appointment by giving 14 days written notice. If either party becomes insolvent the other may immediately suspend or terminate the appointment by giving written notice. Where we undertake duties under the Party Wall etc. Act as a named surveyor, the role is a statutory appointment and can only be terminated if the appointed surveyor deems themselves or becomes incapable of acting. If you are in default over payment, we may suspend performance of our services and not resume work until settlement is made. We may terminate our appointment if you materially breach your obligations and have failed to remedy the breach in the 14 days following notice served by us. In all cases you shall pay all fees and expenses due including time spent in terminating the instruction.

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Regulation & Complaints

In the event that you have a complaint you will have access to our complaints handling procedure, a copy of which will be provided on request. If we are unable to resolve a complaint to your satisfaction, we agree to referral to an alternative dispute mechanism as detailed in our complaint handling procedure. Glow is regulated by RICS for the provision of surveying services. This means we agree to uphold the RICS Rules of Conduct for Firms and all other applicable mandatory professional practice requirements of RICS, which can be found at www.rics.org. As an RICS regulated firm we have committed to cooperating with RICS in ensuring compliance with its standards. The firm’s nominated RICS Responsible Principal is James Adam BSc(Hons) MSc MRICS, Principle director contactable on 0203 633 9983 and james@glowbc.co.uk

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Data

We may need to collect certain personal data regarding you and your employees but will only do so subject to a legal justification and to the extent that it is required for specific purposes. The personal data may include, but is not limited to, name, title, position, and contact details including postal address and place of work, telephone numbers, e-mail addresses and VAT Number/Tax Identification. For the purposes of data protection legislation, we will be the data controller of any personal data. We will always fully comply with relevant and applicable data protection legislation, including the General Data Protection Regulation (GDPR), when processing your personal data. The personal data will be collected, stored and processed by us in an electronic file or database and stored and processed in accordance with our legitimate interests as your consultant. We will take appropriate technological and organisational measures to prevent unlawful or unauthorised processing and accidental loss of, or damage to, personal data. We will endeavour to ensure that personal data is accurate, up to date and not kept for longer than is necessary. We will take all reasonable steps to delete or amend inaccurate, out-of date or excess data. In cases where you supply personal data relating to other third parties, you warrant that the personal data has been lawfully obtained and is accurate, up-to-date and that the transfer of the personal data by you to us will be lawful in accordance with relevant data protection legislation. Further, that at all relevant times you will comply with all applicable legal provisions relating to the protection of personal data. The firm’s nominated data controller is James Adam BSc(Hons) MSc MRICS, Principle director contactable on 0203 633 9983 and james@glowbc.co.uk

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Promotion & Marketing

In order to promote our capabilities and expertise you grant us permission to prepare general or property specific promotional material including case studies for publication on our website and other marketing channels. We will not disclose any confidential information or personal data and will modify or remove any such case studies on your request.

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Limitation of Liability

Unless otherwise specifically agreed in writing, our liability arising from any breach of the terms of this agreement, whether in contract, tort, statute or otherwise, howsoever and whenever such liability was or is incurred, shall be strictly limited to the sum of £2,000,000 (two million pounds) in respect of each and every claim and no action or proceedings for any breach of our agreement shall, in any event, be commenced after the expiry of 6 years from the date of the completion of the instruction. Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by our negligence or fraud by us. Any documentation we produce is for use by the party for whom they are prepared and must not be reproduced in whole or in part or relied upon by any third party without our express written authority. Where we incorporate documents and drawings produced by third parties into our reports, we accept no liability for their content.

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Asbestos

We accept no liability for claims related to asbestos unless and until a claim arises as a direct result of a negligent act, error or omission committed by us or alleged to have been committed by us in the conduct of our professional business. We shall not be liable in respect of any bodily injury including any psychological damage or mental stress or impairment, or damage to property.

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Pollution

We accept no liability for pollution, either direct or indirectly, in relation to all matters with the exception of claims or losses arising from a negligent action and only to that part of any claim which relates to the cost of remedying such action but not to the cost of loss or damage to the environment or consequential or other losses of value.

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Timescales & Delay

We will use our reasonable endeavours to deliver work to agreed programme, deadlines, or timescales we communicate to you. All timescales cited will assume a prompt response from third parties providing us with any necessary information or access. We can accept no liability for any delay or loss which accrues due to delay by others. We accept no liability for any delay in performing or failure to perform any obligations to the extent that any delay or failure results from events or circumstances beyond our reasonable. We will not be liable for any loss of profit, loss of opportunity, costs, expenses, compensation, or similar financial losses arising from our failure to commence, or progress diligently, or complete provision of the Services commissioned, if we are prevented from performing our obligations to you by an event of force majeure and, for this purpose, an event of force majeure shall be any of the following:

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(i) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, requisition or compulsory acquisition by any governmental or competent authority;

(ii) restrictions and/or limitations on daily life imposed by central, regional or local government because of a global, regional, national or local epidemic, or pandemic, which prevents us from performing tasks and operations fundamental to the provision of the services commissioned;

(iii) a natural or man-made earthquake, flood, fire, environmental contamination or other disaster;

(iv) exceptionally severe weather conditions resulting in disruption of normal daily life;

(v) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;

(vi) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by any person/persons we do not employ which prevent us from performing tasks and operations fundamental to the provision of the Services commissioned.

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We will notify you in writing as soon as possible if we feel an event of force majeure is preventing performance of our obligations and duties to you and provide particulars of the force majeure event and the reasons why that event prevents us from, or delays us in, performing our obligations and duties. We will use our reasonable efforts to mitigate the effect of the event of force majeure on performance of our obligations and duties.

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Anti-bribery Policy & Anti-facilitation of Tax Evasion

We are committed to the highest standards of ethical conduct and integrity in its business activities. We take a zero tolerance approach to bribery and corruption and expect all organisations with whom we have business dealings to adopt the same approach. You shall agree not to engage in any activity, practice or conduct which would constitute either a UK or a foreign tax evasion facilitation offence under sections 45 (1) and 46 (1) of the Criminal Finances Act 2017 and promptly notify us of any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this agreement.

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Contracts (Rights of Third Parties) Act 1999

Nothing in this agreement shall either confer or purport to confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999 other than those rights which are specifically preserved and protected here.​