Terms & Conditions

GENERAL CONDITIONS OF CONTRACT

These conditions (“Conditions”), which shall be governed by English Law, apply to the appointment of WB Engineers Ltd / WB Civil Engineers Ltd (“the Firm”) by the Employer for the provision of consulting engineering services on the project (“the Project”). These Conditions shall be read in conjunction with the Firm’s offer and any associated documents and/or correspondence. Together, these documents constitute the contract (“the Contract”) between the Firm and the Employer. In the event of any discrepancy between clauses, the provisions of these Conditions shall prevail.

  1. Provision of Services

The Contract incorporates the terms of the Association of Consulting Engineers (ACE) 2017 Agreement 1, except where amended by these Conditions. The fee agreement excludes the “Other Duties to be Performed by the Consultant” as listed in ACE Agreements. Any such duties required under this engagement shall only be included subject to a separately agreed additional fee.

  1. Firm’s Total Liability

The Firm’s total liability for the provision of Services shall be limited to the lesser of £1,000,000 (one million pounds) per claim or the amount specified in the Contract.

The Firm shall maintain professional indemnity insurance with a minimum cover of £1,000,000 for each and every claim for the duration of the Services and for 6 years thereafter, subject to such insurance being available on commercially reasonable terms. Evidence of insurance shall be provided upon reasonable request.

  1. Fees

The Firm’s fees are exclusive of VAT. VAT, where applicable, shall be added at the prevailing standard rate.

  1. Invoicing

Invoices shall be issued monthly and shall reflect a fair and reasonable value of Services completed. Payment is due within 30 days of the invoice date, without retention or discount.

  1. Payment

If the Employer fails to make any payment by the due date, interest shall accrue on the overdue amount at a rate of 8% per annum above the Bank of England base rate, calculated on a daily basis. Interest shall continue to accrue until payment is received in full and invoiced monthly. The Firm also reserves the right to claim reasonable debt recovery costs as permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

An initial payment reminder will be issued upon the account becoming overdue. Any subsequent written, email, or telephone correspondence required to pursue the outstanding amount will incur a charge of £50 per contact to cover reasonable administrative cost. If payment remains outstanding for more than 60 days from the due date, the account may be referred to a debt recovery service, and the Employer shall be liable for all legal and recovery costs incurred.

The Employer acknowledges and agrees that the Firm shall have no liability under any professional indemnity or other insurance policy in relation to the use of, or reliance upon, any documents, drawings, reports, specifications or information prepared by the Firm unless and until all fees and charges payable under this Contract have been received in full by the Firm.

For a domestic (non-commercial) Employer not covered by the Late Payment of Commercial Debts (Interest) Act 1998:

  • For services valued under £2,000, payment in full is required upfront before any work begins.
  • For services valued between £2,000 and £10,000, a 50% upfront payment is required, with the balance due before final deliverables are issued.
  • For services over £10,000, staged payment terms will be agreed in writing before work commences.

Work will not begin until the agreed upfront payment has been received. Final reports, drawings or other deliverables will not be released until full payment has been made.

  1. Payment Withholding and Suspension of Services

If the Employer intends to withhold any payment, they must notify the Firm in writing, detailing the reasons, at least 4 days before the due date. Failure to do so entitles the Firm to suspend all or part of the Services upon giving 7 days’ written notice.

In such cases, a final invoice will be issued for all Services completed up to the effective date of suspension, and payment shall be due in accordance with the agreed payment terms and clauses 3,4&5.

  1. Offer Validity

The Firm’s offer remains open for acceptance for 30 days from the date of the covering letter. If commencement of the Services is delayed beyond 30 days from acceptance, the Firm reserves the right to renegotiate.

  1. Geographical Limitations

Unless expressly stated otherwise, the Services and any associated pricing relate only to work within the United Kingdom.

  1. Ownership and Use of Documents

All documents, including drawings, reports, and calculations (“Designs”) prepared by the Firm, are confidential and intended solely for the Employer. They may not be used or relied upon by third parties without the Firm’s prior written consent.

  1. Title and Licence

Title to the Designs and associated data remains with the Firm. Upon full settlement of all payments due under Clauses 3 and 4, the Employer shall receive a non-exclusive licence to use the Designs solely for the purposes for which they were originally prepared. The Firm accepts no liability for third-party use.

  1. Copyright

Notwithstanding Clause 10, the Employer is granted a licence to reproduce the Designs solely for completing the Project.

  1. Consequential Loss

The Firm shall not be liable for any indirect or consequential loss, including (but not limited to) loss of profit, contracts, or economic loss, arising from reliance on the Designs.

  1. Use in Dispute Resolution

If the Employer intends to use any Designs in legal proceedings or dispute resolution, prior written approval must be sought from the Firm. The Firm reserves the right to withhold such approval.

No right to use or rely on any designs, drawings, reports, specifications or other documents prepared by the Firm shall pass to the Employer or any third party unless and until the Firm has received payment in full for all Services rendered under the Contract. The Firm shall have no liability under its professional indemnity insurance in relation to any use or reliance prior to full payment being received.

Where collateral warranties have been executed and in the event of default or non-payment by the main contractor or employer, “The Firm” reserve the right to recover any outstanding fees or costs directly from the end client to the extent that they have received the benefit of our services, including any accrued interest.

  1. Adjudication

Any dispute or difference arising under this Contract may be referred to adjudication in accordance with the Housing Grants, Construction and Regeneration Act 1996 (as amended). The adjudicator shall be nominated by the Institution of Civil Engineers (ICE), unless otherwise agreed in writing by the parties.

Each party shall bear its own legal and professional costs incurred in connection with the adjudication. The adjudicator’s fees and expenses shall initially be shared equally between the Employer and the Firm. However, the final responsibility for the adjudicator’s costs shall be borne by the party against whom the decision is made, unless the adjudicator directs otherwise.

  1. Entire Liability

The Firm’s total liability is limited as set out in the Contract. No additional obligations, such as bonds, guarantees or warranties, shall be implied.

  1. Completion Dates

While the Firm will use reasonable endeavours to meet agreed deadlines, time shall not be of the essence. Delays shall not constitute breach of contract or negligence.

  1. Changes to Designs

Design changes requested by the Employer or other external parties will be charged at the Firm’s agreed hourly or daily rates.

  1. Excluded Costs

Unless expressly included, the Firm’s fees exclude the cost of third-party data or services (e.g., site investigations, traffic counts, flood data, utility records).

Any third party data or services procured through the Firm will be subject to a 20% management fee.

  1. Flood Risk and Drainage Services

Unless specifically agreed, the Firm’s fee excludes preparation of flood risk assessments, surface water drainage strategies, or any documentation required for flood defence consent.

  1. Topographic Surveys

The Firm will rely on the accuracy of any topographic survey provided by the Employer and will not verify it. It is the Employer’s responsibility to ensure the survey includes all necessary data, including off-site features affecting the design.

  1. Geo-Environmental Reports

The Firm will rely on information provided by specialist geo-environmental consultants without verification unless specifically instructed and paid to do so by the Employer.

  1. Third-Party Information

All third-party data will be relied upon as accurate. The Firm will not check or validate such data unless explicitly agreed. Responsibility for accuracy remains with the data provider.

  1. Planning Documentation

The Firm will assume that all planning documentation and reports provided to them are complete and correct. No checks will be undertaken unless separately instructed and agreed.

  1. Collateral Warranties

Where required, the Firm may charge an additional 5% of the related fee to cover the administrative and insurance-related costs of providing collateral warranties.

  1. Net Contribution

The Firm’s liability under the Contract or any warranty is limited to the share which is just and equitable having regard to the responsibilities of others, including all designers and specialist contractors, who shall be deemed to have given similar undertakings and to have paid their equitable share.

  1. Disbursements

The Firm requires, without charge, hard copy or PDF versions of any third-party drawings sent electronically to verify their intended presentation.

  1. Document Acceptance

The Firm will not accept drawings in any format unless:

  • Accompanied by a formal Document Issue Register; and
  • Clearly annotated to identify all revisions made.
  1. CDM Regulations 2015

The Employer shall fulfil their duties as “Client” under the CDM Regulations 2015. These include providing all relevant site information at the outset, in cooperation with the Principal Designer. The Firm will not assume responsibility for this obligation. The ACE Conditions of Engagement (2009) align with CDM duties, requiring the Client to provide necessary information under Clause F3.

30. Competency under the Building Safety Act

The Client shall satisfy themselves, prior to appointment, that the firm has the appropriate skills, knowledge, experience, and organisational capability to fulfil its role as a Designer under the Building Safety Act 2022 and Regulation 11A of the Building Regulations 2010 (as amended).

Where the Client, Principal Designer, or any regulatory body requires further evidence, declarations, or submissions post-appointment to demonstrate competency or compliance, WB Engineers Ltd reserves the right to recover reasonable administration costs associated with the provision of such information.

  1. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract where such failure or delay results from events beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, industrial disputes, epidemic or pandemic, extreme weather events, power failure or government action. The affected party shall notify the other as soon as practicable and use reasonable endeavours to mitigate the effect of the delay.

  1. Termination

Either party may terminate this Contract by giving not less than 14 days’ written notice. The Employer shall pay the Firm for all Services carried out up to the termination date, including any properly incurred expenses or commitments.

The Firm may terminate the Contract with immediate effect if:

  • the Employer fails to make payment within 30 days of a valid invoice and does not remedy this within 7 days of notice;
  • the Employer becomes insolvent or enters administration;
  • there is a material breach of contract by the Employer.

Where collateral warranties have been executed, and in the event of default or non-payment by the main contractor or employer, we reserve the right to recover any outstanding fees or costs directly from the end client to the extent that they have received the benefit of our services.

  1. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with English Law. The parties agree that any disputes shall be subject to the exclusive jurisdiction of the English courts.

  1. Limitation Period

No action or proceedings arising out of or in connection with this Contract shall be commenced after the expiry of 6 years from the date of completion of the Services or termination of this Contract, whichever is earlier.

  1. Data Protection

Both parties agree to comply with their obligations under applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Firm will only use personal data provided by the Employer for the purpose of performing the Services and will not share such data without the Employer’s consent, except as required by law.