1.1 These terms and conditions (Conditions) together with the Appointment Agreement for the Services (Appointment Agreement) will form the basis of the contract between RTP and the Client (Contract) and constitute the entire agreement between the parties. They will apply to all matters unless and to the extent that RTP informs the Client by email that different provisions apply. RTP reserves the right to change or supplement these terms by notice sent by email to the Client at any time. If the Client does not contact RTP to the email notifying them of the change within 14 working days of such notice the Client will be deemed to have accepted the new terms and they shall apply to the Contract.

1.2 The Contract between RTP and the Client will begin when the Client signs and returns RTP’s Appointment Agreement to RTP or when RTP starts work on the Client’s matter (if sooner).

1.3 These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are applied by trade, custom, practice or course of dealing. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of RTP which is not set out in the Contract.

1.4 RTP surveyor is regulated by RICS for the provision of surveying services. This means we agree to uphold the RICS rules of conduct and all other applicable mandatory professional practice requirements of RICS, which can be found at www.RICS.org. As a RICS regulated firm we have committed to cooperating with RICS and ensuring compliance with its standards. The firm’s nominated RICS Responsible Principal is John Darbyshire BSc (Hons) MRICS, Director and can be contacted on 01326 318 599 or office@rtpsurveyors.co.uk.

2.1 The Client shall:

2.1.1 co-operate with RTP in all matters relating to the Services;

2.1.2 provide RTP, its agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by RTP, including suitable access to the property being surveyed;

2.1.3 provide RTP with such information and materials as RTP may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects at the expense of the client

2.1.4 promptly convey to RTP any decision or information held by it which is necessary for the proper performance by RTP of the Services;

2.1.5 give all instructions, including those to vary, add to or suspend Services to RTP in writing, or, if given orally, confirm them in writing within 7 days;

2.1.6 inform RTP if they are using a representative and if so notify RTP of their contact details; and keep all materials, equipment, documents and other property of RTP (“RTP Materials”) in safe custody and

not dispose of or use the RTP Materials other than in accordance with RTP’s written instructions or authorisation;

2.1.7 promptly inform RTP in writing if the Client’s representative has ceased for any reason to act and provide details to RTP of the identity of the new representative.

2.1.8 pay any statutory charges and fees, expenses and disbursements in respect of any obligations for planning, building control and other consents.

2.2 Any formal notice shall be deemed to have been duly given if mailed by registered post to the Client or the representative at the address specified in the Appointment Agreement

3.1 RTP will represent the Client, and perform all Services with due skill, care and diligence but:

3.1.1 RTP shall not, without the consent or authority of the Client, give to the main, or any other contractor, supplier, or person, any instruction if the necessary effect of which would be to materially vary any building works (Works), or increase the cost of, or time taken to complete the Works;

3.1.2 RTP will promptly inform the Client in writing of the likely effect of anything relating to the Services which RTP believes would materially vary the Services, increase the cost of, or time taken to complete the Services;

3.1.3 where, during the course of Works, RTP is to make periodic visits to the Client’s site to monitor the contractor’s workmanship and progress, to check use of materials, the Works’ conformity to specification and to report generally on the progress and quality of any Works, RTP shall not be required to make exhaustive or continuous inspections;

3.1.4 where frequent or constant inspection is necessary or required, a resident surveyor, clerk of works or resident engineer must be appointed by the Client to supervise the day-to-day administration of the project; and

3.1.5 RTP shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. RTP shall notify the Client in any such event.

3.1.6 RTP shall be entitled to rely upon and shall have no liability or responsibility for the content, accuracy or completeness of any information, data, or documents provided by or on behalf of the Client or those engaged by it in connection with any Project.

3.1.7 RTP shall not guarantee that any licences, permissions and consents necessary for any Project to proceed will be granted;

3.1.8 RTP will not guarantee the adequacy of performance solvency and/or financial capability of any other consultant or contractor appointed by the Client (whether or not such appointment was made on the advice or recommendation of RTP).

3.2 RTP’s normal working hours are between 9.00a.m.-5.30 p.m. Monday-Friday (excluding public holidays) during which time a messaging service will be available. RTP will endeavour to return Client calls on the same day.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 4

4.1 The liability of RTP shall be limited to such sum as it would be just and equitable for RTP to pay having regard to the extent of the responsibility of RTP for the direct loss and damage suffered, on the basis that:

4.1.1 all other consultants, the contractor and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than those applying in the case of this Contract; and

4.1.2 they shall be deemed to have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for such loss or damage

4.2 RTP shall under no circumstances whatsoever be liable to the Client for any indirect loss, including without limitation, damages for loss of profit, loss of production, loss of contracts or for any financial loss or for any special or consequential loss or damages however caused.

4.3 No liability shall attach to RTP in respect of Services, except such liability as ought to be covered by the Professional Indemnity Insurance (PII). The extent of such liability shall be limited to £5 million.

4.4 RTP’s duties are owed only to the Client named in the Appointment Agreement, and RTP disclaims any liability to any other person. If another person specifically requests the right to rely upon RTP’s advice, RTP will consider it, but RTP reserves the right to decline any such request. The Client agrees that in any matter they will not be acting for another person unless RTP has agreed this in writing in advance.

4.5 The Client shall be responsible for obtaining and satisfying themselves of the adequacy of any warranties from other specialists and consultants and RTP makes no warranty in relation to the suitability of these warranties and accepts no liability in this regard. The Client, not RTP, shall satisfy themselves as to the Professional Indemnity Insurance of other specialists and consultants and RTP accepts no responsibility or liability in this regard. For the avoidance of doubt RTP shall not be liable for any work carried out by third party contractors, consultants or specialists.

4.6 RTP shall be responsible for the direction and integration of specialist services or contractor’s Works, only where RTP has consented in writing in advance, that such items will form part of the Services.

4.7 If RTP’s performance of any of its obligations under the Contract is prevented by any act or omission of the Client or failure by the Client to perform any relevant obligation (Client Default):

4.7.1 RTP shall without limiting its other rights or remedies, have the right to suspend the performance of the Services until the Client remedies the Client Default, and the right to rely on the Client Default to relieve it from performance of any of its obligations to the extent

that the Client Default prevents or delays RTP’s performance of any of its obligations;

4.7.2 RTP shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from RTP’s failure or delay to perform any of its obligations; and

4.7.3 the Client shall reimburse RTP on written demand for any costs or losses sustained or incurred by RTP arising directly or indirectly from the Client Default.

4.8 Nothing in these Conditions shall limit or exclude RTP’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

4.9 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

5.1 The Appointment Agreement outlines the agreed fee structure and RTP’s current standard rates, which RTP reserves the right to amend from time to time. All fees, expenses, and some disbursements are subject to VAT at the standard rate prevailing at the time when the Services are provided. Invoices shall be calculated by reference to RTP’s agreed hourly rates, agreed Service stage payments or lump sums, or a fair proportion of agreed Service stages or lump sums at RTP’s sole discretion, unless otherwise agreed. Where not previously agreed, RTP’s fees will be on a time incurred basis at RTP’s standard hourly rate and will depend on the size and nature of the work and shall include, without limitation, a combination of time taken, attending and advising the Client and others, dealing with associated tasks, travelling, administrative disbursements etc. (together the Specified Fees).

5.2 RTP will explain, and obtain approval from the Client where appropriate in respect of any significant disbursements, e.g. planning/search fees and expert reports. RTP is not obliged to make such payments unless previously agreed in advance with the Client. RTP will normally ask the Client to provide RTP with the funds to pay disbursements before RTP incurs them. If RTP does not request such funds to be paid on account of disbursements, the Client will still be responsible for paying them.

5.3 RTP will be entitled to submit a fee invoice:

5.3.1 monthly, or at the conclusion of agreed Service stages (as set out in the Appointment Agreement), whichever is more frequent;

5.3.2 at the suspension or termination of RTP’s Services;

5.3.3 when work proves to be abortive, in respect of that work; and

5.3.4 at conclusion of RTP’s Services.

5.4 The Client shall pay RTP for the performance of the Services, the Specified Fees, in such instalments as are set out in the Appointment Agreement.

5.5 Unless otherwise agreed by RTP in writing, the Specified Fees are not contingent upon completion of any project and all fees and charges will be chargeable whether or not the Client’s project is completed.

5.6 On written demand by the Client RTP will provide time sheets, where the Specified Fees are based on time charges and original receipts, or other appropriate evidence of expenses or disbursements.

5.7 Where the Specified Fees are equal to a percentage of total construction costs, that total shall include:

5.7.1 adjustments to the construction costs consequent upon variations and fluctuations;

5.7.2 expenditure of provisional, prime cost sums, or contingencies as set out in any construction contracts; and

5.7.3 value of materials, labour or services provided by the Client free of charge.

5.8 RTP shall notify the Client in writing as soon as it becomes reasonably apparent to RTP that any Services additional to the subject of the Appointment Agreement will be required.

5.9 Where RTP is involved in the provision of additional Services because of changes in the scope or in the programme of the Works; and/or changes to the Client’s instructions in relation to the Services, and/or the commencement of adjudication, arbitration or litigation, the Client shall pay RTP additional fees calculated (unless otherwise agreed) on a time incurred basis at the rates set out in the Appointment Agreement. If for any reason the Client’s instruction does not reach conclusion, RTP reserves the right to charge for Services completed and expenses incurred up to the point of conclusion.

5.10 Specified Fees do not include, and RTP shall be entitled to reimbursement of, expenditure comprising:

5.10.1 fees, disbursements and other charges of any main or other contractor, supplier, clerk of works, other surveyor, professional or consultant engaged with the prior written consent of the Client, whether directly or as agent for the Client, and whether or not working under the direction or supervision of RTP;

5.10.2 reasonable cost of producing documents, drawings maps and other presentations;

5.10.3 reasonable hotel and travel expenses, including car travel mileage;

5.10.4 unit (not standing) charges for communications (telephone, telex, facsimile, post etc);

5.10.5 fees and advertising costs in connection with applications, local Government consents; and

5.10.6 any other fees or expenses which the Client has authorised RTP in writing to incur.

5.11 Where monies for Specified Fees are held on behalf of the Client for Services pursuant to this Appointment Agreement, RTP will notify to the Client, in writing, details of the name of the bank account, address, and whether or not such account is interest bearing.

6.1 All Specified Fees under the Contract are exclusive of Value Added Tax (VAT) at the prevailing standard rate when the Services are provided, which if due, shall be paid concurrently. The ‘due date for payment’ shall be 7 (seven) days after the date of submission of the invoice. RTP will confirm on each invoice the basis on which the stated amount is calculated.

6.2 The ‘final date for payment’ shall be 7 (seven) days after the due date for payment, and payment shall be made in full in cleared funds to a bank account nominated in writing by RTP no later than the final date for payment. Time for payment shall be of the essence of the Contract.

6.3 The Client must, not later than 5 (five) days after the due date for payment, give RTP written notice stating the amount which the Client proposes to pay and the basis on which that amount is calculated. Where no such notice is given the amount to be paid is that stated in the invoice.

6.4 Where the Client intends to withhold payment of any amount either stated in RTP’s invoice, or in a written notice given by the Client under clause 6.3 above, the Client must give written notice to RTP not later than 5 (five) days before the final date for payment, stating the amount to be withheld and the grounds for withholding payment.

6.5 If the matter is referred to adjudication under clause 15 and the adjudicator decides that the Client should pay more than the amount the Client has specified in the notice served on RTP under clause 6.3, then this amount shall be payable not later than 7 (seven) days from the date of the decision, or the date which apart from the notice would have been the final date for payment, whichever is the latter.

6.6 Save as set out in clause 6.3 above, the Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set off or counterclaim against RTP in order to justify withholding payment of any such amount in whole or in part. RTP may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by RTP to the Client.

6.7 Any amounts due to RTP under the Contract which remain unpaid by the Client after the final date for payment shall become a debt and bear interest at a rate of 8% (eight per cent) above the Bank of England base rate. Interest is calculated from the day after the “final date for payment” or from the date 7 (seven) days after publication of an adjudication settlement, whichever is earlier. Interest will cease to accrue once payment has been received in full but not necessarily cleared. Debt recovery costs will also be charged in accordance with RTPs current schedule of debt recovery costs as amended from time to time which is available to the Client upon request.

6.8 In the event that the Client is in default over payments of amounts due at the final date for payment, and no notice of intention to withhold payment from such amount has been given under clause 6.3.

above, RTP may suspend performance of any or all of the Services. This right is subject to RTP first giving the Client at least 7 (seven) days’ written notice of such intention and stating the grounds for suspension. The right to suspend performance shall cease when the Client makes payment of the amount due. Where RTP exercises its right under this clause to suspend Services, the Client shall be liable to pay to RTP a reasonable amount in respect of costs and expenses reasonably incurred by RTP as a result of the exercise of this right.

6.9 Any such period of suspension shall be disregarded for the purpose of any contractual time limits previously agreed between RTP and the Client for the completion of the Services. Where the contractual time limit is set by reference to a date rather than a period, the date shall be adjusted accordingly. Such suspension shall not be treated as a suspension under clause 8 below.

7.1 RTP is required to comply with the regulations of the Royal Institution of Chartered Surveyors (RICS) in respect of the maintenance of Professional Indemnity Insurance. RTP will use reasonable endeavours to take out and maintain such PII above RICS limits, as defined by reference to an amount and for a period in the Appointment Agreement. Such insurance shall be with an insurer who is listed for this purpose by the RICS.

8.1 The Client may suspend performance by RTP of all or any of the Services by giving at least 7 (seven) days’ notice to RTP. The Client may terminate the appointment of RTP under the Contract by giving at least 7 (seven) days’ written notice to RTP.

8.2 If the Services have been suspended for a period of more than 12 (twelve) months, either party may terminate the Contract by giving written notice to the other to such effect.

8.3 Where the Services have been suspended by the Client and the Appointment Agreement has not been terminated, the Client may, by giving reasonable notice to RTP, require RTP to resume the performance of the Services.

8.4 If the Client materially breaches their obligations under the Contract and (if such a breach is remediable) fails to remedy that breach within 28 (twenty eight) days of RTP serving a notice on the Client specifying the breach and requiring its remedy, RTP may at its sole discretion suspend the Services provided under the Contract and/or terminate the Contract upon giving written notice to the Client to such effect.

8.5 If the Client being an individual commits an act of bankruptcy or is deemed unable to pay its debts or has no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or the Client (being a partnership) has any partner to which the foregoing apply and/or makes any arrangements with its creditors or the Client being a company, or RTP has a receiving or administrative order made against it, and/or goes into liquidation, becomes insolvent or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, then the other party may suspend performance of the Services, or may terminate the Contract

by giving written notice to the other. These rights are in addition to any other rights granted to RTP under the Contract.

9.1 If performance of the Services has been suspended under clauses 4, 6 or 8 above, or if the Contract has been terminated pursuant to the provisions of clause 8 above:

9.1.1 the Client shall pay RTP any instalments of the Specified Fees due to RTP up to the date of suspension or termination, together with a fair and reasonable proportion of the next following instalment commensurate with the Services performed by RTP;

9.1.2 unless the Contract has been terminated by the Client because of a material breach by RTP, the Client shall pay RTP within 14 (fourteen) days of written demand the consequential costs necessarily incurred by RTP as a result of the suspension or termination;

9.1.3 the Client must return to RTP any of its materials or equipment which has not been fully paid for. If the Client fails to do so, RTP may enter the Client’s premises and take possession of them and the Client hereby licenses RTP to enter onto any premises where such materials or equipment are stored for this purpose. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose; and

9.1.4 the accrued rights, remedies or obligations and liabilities of the parties as at expiry or termination shall not be affected by expiry or termination of the Contract, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.1 In the event that the Client has a complaint in respect of the performance of RTP’s Services under the Contract, without prejudice to any other remedy available under the Contract, he or she shall be entitled to follow the complaints handling procedure maintained by RTP, written copies of which are available from RTP upon request.

11.1 Unless otherwise agreed in writing, RTP shall retain the copyright and other intellectual property rights in and ownership of, all specifications or other documents, drawings, maps, photographic and other records, models and presentation materials prepared by RTP pursuant to the Contract. RTP may also publish or join in publishing any description or illustration of the Works with the prior consent of the Client.

12.1 Our privacy policy is available here.

12.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and shar

rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

13.1 RTP may provide general advice on which form of contract is suitable for a particular project, but RTP cannot advise as to whether the Housing Grants Construction and Regeneration Act 1996 (HGCR Act 1996) will or will not apply or advise on any other legal issues. The Client should therefore take its own legal advice direct on such issues at its own costs.

13.2 RTP shall be under no liability in relation to the need to obtain legal advice and the Client agrees that no liability will attach to RTP for any loss and damage howsoever suffered by the Client arising out of, under, or in connection with the application, or non-application of the HGCR Act 1996 as amended from time to time or any other legal issues.

14.1 The Client may assign or transfer all (but not part) of this Contract with the prior written consent of RTP, which shall not be unreasonably withheld. RTP may also assign or transfer all or part of this Agreement but only with the prior written consent of the Client, which shall not be unreasonably withheld.

15.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.1 If a dispute arises out of the Contract, the Client and RTP shall attempt to reach a settlement in good faith. The Client should attempt to resolve a dispute via RTP’s internal complaints procedure referred to in clause 10 above in the first instance, particularly for disputes involving amounts under £50,000.

16.2 If the dispute is not resolved in accordance with clause 15.1 above, either the Client, or RTP may at any time give notice to the other that the Client or RTP wishes to refer the dispute to an adjudicator. The person who is to act as the adjudicator shall be agreed between the Client and RTP within 2 (two) days of such notice having been given or, failing agreement at the end of that period, be a person appointed by the Construction Industry Council within 5 (five) days of such notice having been received. The referring party shall refer the dispute in writing to the adjudicator within 7 (seven) days of such notice having been given.

16.3 The adjudication shall be conducted in accordance with the Construction Industry Council Model Adjudication Procedures current at the time of entering into the Contract. Clause 32 of the Construction Industry Council Model Adjudication Procedures shall be amended to add: ‘No party

shall be entitled to raise any right of set-off, counterclaim and/or abatement in connection with any enforcement proceedings’.

16.4 The Adjudicator shall act impartially and may take the initiative in ascertaining the facts and the law. The adjudicator shall reach a decision:

16.4.1 within 28 (twenty-eight) days of the referral of the dispute to the adjudicator; or

16.4.2 within 42 (forty-two) days of the referral of the dispute to the adjudicator if the referring party so consents; or

16.4.3 in a period exceeding 28 (twenty-eight) days from the referral of the dispute to the adjudicator as the Client and RTP may agree after such referral.

16.5 The adjudicator shall not be liable for anything he or she does or omits to do in discharge or purported discharge of his or her functions as adjudicator unless the act or omission is in bad faith. Any employee or agent of the adjudicator shall be similarly protected from liability.

16.6 The decision of the adjudicator shall, subject to the provisions of the clauses 15.7 and 15.8 below, be binding until the dispute is finally determined by arbitration, legal proceedings or by agreement between the parties which may be part of RTP’s internal complaints procedure.

16.7 The adjudicator shall be permitted to correct his decision so as to remove a clerical or typographical error arising by accident or omission.

16.8 The Client and RTP may agree to accept the decision of the adjudicator as finally determining the dispute. If the Client or RTP is dissatisfied with the decision of the adjudicator, then:

16.8.1 the dispute may be determined by agreement between the parties; or

16.8.2 the dispute may be referred at the instance of either of the parties to be determined by an arbitrator in accordance with clause 16 below.

16.9 The Client agrees not to commence any proceedings in litigation or arbitration against RTP arising out of, under, or in connection with, any adjudication award until the award has been finally determined by legal proceedings by arbitration or by agreement between the parties, and/or until the work subject to the project in connection with which RTP is appointed shall be completed, whichever is the latter, and irrespective of whether the project is completed by the original contractor, or any subsequent contractor, or by the Client.

16.10 It is hereby agreed that if the Client and RTP agree to accept the decision of the adjudicator as finally determining the dispute in accordance with clause 15.6 above:

16.10.1 non-payment of any award without cause will constitute a separate breach of the Contract and any award may be enforced as a judgment;

16.10.2 the provisions of the Local Democracy, Economic Development and Construction Act 2009 have been incorporated into contracts effected by simple exchange of letters and may be incorporated by reference in telephone conversations to the use by the parties or a standard

form of building contract.

16.11 The adjudicator shall have the power to allocate his fees and expenses as between the parties as he or she sees fit.

17.1 The dispute resolution process may be initiated at any time by either party serving a notice in writing or by email on the other party that a dispute has arisen. Notice shall include reasonable information as to the nature of the dispute.

17.2 The parties shall use reasonable endeavours to reach a negotiated resolution through the following procedure;

17.2.1 Within ten working days of service of the notice, the client and a manager at RTP shall meet to discuss the dispute and attempt to resolve it.

17.2.2 If the dispute has not been resolved within ten working days of the first meeting of the parties listed above, then either party may proceed with the following provisions of this clause.

17.3 Any dispute under the Contract, including those for more than £50,000 and/or those where adjudication would not apply, must be referred to arbitration as opposed to litigation at the instance of either of the parties to be determined by the arbitrator.

17.4 The person who is to act as an arbitrator shall be agreed between the parties within 14 (fourteen) days (or any agreed extension of this period) of the one giving written notice of his or her wish to refer the decision to an arbitrator or, failing agreement at the end of that period, shall be a person appointed by the President or Vice-President of the Chartered Institute of Arbitrators at the instance of either party.

17.5 The arbitration shall be conducted in accordance with the Construction Industry Model Arbitration Rules current at the time of entering into this Agreement.

17.6 Subject to clause 16.6 the award of the arbitrator shall be final and binding on the parties.

17.7 The parties hereby agree by entering into the Contracts that pursuant to section 45 (2) (a) and section 69 (2) (a) of the Arbitration Act 1996 that either party may (upon notice to the other party and to the arbitrator):

17.7.1 apply to the courts to determine any questions of law arising in the course of the reference, and

17.7.2 appeal to the courts on any question of law arising out of an award made in an arbitration under the Contract.

18.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of RTP including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of RTP or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

18.2 RTP shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

18.3 If the Force Majeure Event prevents RTP from providing any of the Services for more than 3 (three) months, RTP shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately without liability to the Client, by giving written notice to the Client.

Any notice or other communication given by a party under these terms shall

19.1.1 be in writing and in English;

19.1.2 Be signed by or on behalf of, the parties giving it (except for notices sent by email); and

19.1.3 be sent to the address as set out in the engagement letter or as otherwise advised by one party to the other;

19.2 Notice may be given, and are deemed to have been received;

19.2.1 By hand; on receipt of a signature at the time of delivery;

19.2.2 By post; at 9 am on the second working day after posting;

19.2.3 By email; on receipt of a delivery email from the correct address.

19.3 Any change to the contact details of a party as set out in the terms shall be notified to the other party in accordance with Clause 18.1 and shall be effective;

19.3.1 on the date specified in the notice as being the date of such change; or

19.3.2 if no date is so specified, five working days after the notice has been deemed to have been received.

19.4 This Clause 19 does not apply to notices given in legal proceedings or arbitration.

20.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the

Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

21.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party as the agent of another party for any purpose. Unless otherwise agreed between the parties in writing no party shall have authority to act as agent for, or to bind, the other party in any way. A person who is not a party to the Contract shall not have any rights under or in connection with it.

22.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

23.1 Copyright in all documentation provided remains the property of RTP.

23.2 RTP grants to the Client a royalty-free, irrevocable (but subject to the right to suspend set out in this Clause), non-exclusive licence to use and reproduce the documentation provided by RTP and the designs contained in them for any purpose relating to the Services including the construction, completion, maintenance, operation, letting, sale, promotion, advertisement, reinstatement, mortgaging, refurbishment and repair of the whole or any part of the property, provided that RTP may suspend such licence if and for so long as the Client is in breach of any of its payment obligations under this Agreement by giving seven day’s notice of its intention to do so. Such licence:

23.2.1 enables the Client to use and reproduce the documents for any extension of the Services, but such use does not include a licence to reproduce any designs contained in them for any such extension;

23.2.2 continues notwithstanding termination of RTP’s engagement under this Agreement;

23.2.3 confers the right to grant sub-licences; and

23.2.4 is transferable to third parties.

23.3 RTP is not liable for any use of any materials or documentation supplied for any purpose other than that for which they were originally prepared.

23.4 RTP warrants to the Client that, to the best of its knowledge, the documentation and materials do not infringe the intellectual property of any third party.

23.5 Where any document states that RTP waives its rights under Chapter IV of the Copyright, Design and Patents Act 1988, RTP waives any moral rights it may have or be deemed to possess under Chapter IV of that Act, in respect of the documentation provided as part of the Services.

23.6 RTP does not:

23.6.1 release or disclose to any third party, other than the Client, other

23.6.2 members of the Professional Team, any contractor, subcontractors, parties to Client Contracts, and persons entitled to receive Collateral Warranties or the benefit of Third Party Rights, any information relating to the Services to be provided;

23.6.3 take or authorise the taking of any photographs of the Services; or

23.6.4 publish or authorise the publication of any articles, photographs or other illustrations of the Services.

23.7 Notwithstanding clause 23.6, disclosure is permitted if:

23.7.1 RTP obtains the prior written consent of the Client;

23.7.2 the information or documents are already in the public domain (other than through any fault of RTP);

23.7.3 such disclosure is required by law; or

23.7.4 the disclosure is to RTP’s professional advisers (including legal and insurance advisers).

24.1 RTP:

24.1.1 complies with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

24.1.2 does not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

24.1.3 has and maintains throughout the term of the Services its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the applicable laws as set out in clause 24.1(a) and clause 24.1(b), and enforce them where appropriate; and

24.1.4 promptly reports to the Client any request or demand for any undue financial or other

advantage of any kind received by RTP in connection with the performance of the Services;

24.2 For the purpose of this clause 24, the meaning of adequate procedures is determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of the Bribery Act 2010).