TERMS & CONDITIONS OF ENGAGEMENT

For Building Consultancy Services of A Billingham Forensic Consultants Ltd (ABFCL)

1. Interpretation

i) Definitions

Agreement — The agreement between the Client and A Billingham Forensic Consultants Limited (ABFCL) for carrying out the Service incorporating these Terms.
Client — The person to whom ABFCL is to provide services in accordance with the Terms and includes the person to whom the Engagement is addressed.
Director — Any person whose title includes the word “director” whether or not a statutory director.
Engagement — The agreement, letter of agreement or engagement agreement/email and any schedules/appendices sent to the Client by ABFCL setting out the basis on which it will carry out the Service.
Force Majeure — Any circumstances beyond the reasonable control of ABFCL, including (but not limited to) war, terrorism, industrial action, disasters, adverse weather, infectious disease, act of God, or governmental/regulatory actions.
ABFCL — A Billingham Forensic Consultants Limited, registered at 5 Cheyne Close, Amersham, Buckinghamshire HP6 5LT, England & Wales (Company No. 6990118).
Property — The property which is the subject of the Client’s instructions to ABFCL (including any property being constructed, altered, repaired, or modified).
Scope of Service — The service to be performed by ABFCL under the Agreement.
Terms — The terms and conditions set out in this document, including any other terms in the Engagement Letter or supplementary documents.
Data Protection Legislation — GDPR and all related UK implementing laws and regulations.
GDPR — General Data Protection Regulation ((EU) 2016/679). All references to personal data, controller, processor, etc. follow GDPR definitions.

ii) Rules of Interpretation

References to “writing” include acknowledged electronic mail.
Statute references are to be construed as amended or re-enacted.
Singular includes plural and vice versa; any gender includes all genders; “person” includes legal entities.
References to numbered Conditions refer to those in these Terms.
Headings are for convenience and do not affect interpretation.

2. General

The Agreement is formed when the Client instructs ABFCL and is deemed to have accepted these Terms.
ABFCL’s services are provided solely on these Terms, excluding any others proposed by the Client.
Variations must be agreed in writing by a Director.
In case of conflict, the Engagement takes precedence.
No third party has rights under the Agreement (Contracts (Rights of Third Parties) Act 1999 excluded).
ABFCL’s duties are limited to those set out in these Terms.
Instructions from the Client’s employees, agents, or sub-contractors are binding.
Invalid provisions are severable.
Liability for fraud/fraudulent misrepresentation is not excluded.
The Client must provide necessary authority, instructions, and information.
No ABFCL employee owes a personal duty of care (except in cases of fraud or wilful misconduct).

3. Service

ABFCL will act professionally, with reasonable care, skill, and good faith, but:

May choose appropriate methodologies.
Usually performs only visual inspections; no obligation to open up concealed areas unless instructed and indemnified.
Will use telescopic cameras or hire specialist access equipment at the Client’s cost if needed.
Will not test materials or services unless specifically agreed.
Will not advise on contamination, IT systems, or cost estimates unless expressly engaged.
Time estimates are approximate.
May subcontract services.
Requires the Client to provide access, details of other consultants, and cover abortive time if access is delayed.

4. The Property

(i) Information

The Client warrants to ABFCL that:

Information provided (e.g., H&S data, tenure, planning, contamination) is accurate.
Legible copies of relevant documents (e.g., Court Orders) will be provided.
Access for inspection will be arranged safely.

(ii) Assumptions

Unless told otherwise, ABFCL may assume:

Tenant’s fixtures/fittings have necessary consents.
Property complies with planning, building regs, and fire regulations.
Property is uncontaminated.
Title covenants are addressed by the Client.

(iii) Other Matters

Unless otherwise agreed:

ABFCL will not perform legal/title searches, environmental testing, or statutory compliance audits.
ABFCL’s advice on leases/contracts is limited to surveyor expertise (not legal advice).
Client remains responsible for insurance and management.
ABFCL may share information with relevant professionals or if legally required.
ABFCL does not owe duties regarding third-party conflicts unless notified.

5. Terms of Payment

Fees payable on invoice; due within 7 days.
Disbursements billed as incurred.
VAT applies where relevant.
Late payments accrue 3% above Bank of England base rate after 14 days.
Work may be suspended if payment is overdue.
Payment withholding requires 7 days’ prior written notice.
Multiple clients are jointly and severally liable.

6. Fees & Disbursements

Fees per Engagement Letter; extra services = extra fees.
Out-of-pocket expenses (travel, copying, etc.) charged at cost.
Dispute referrals (court, arbitration, mediation) are the Client’s cost.
Expert Witness services require separate fee agreements.

7. Copyright

Client retains copyright in its provided materials.
ABFCL owns copyright in its reports, drawings, and documents; use requires written permission.
Licences are limited to the duration and purpose of the Agreement.
ABFCL may use anonymized content for promotion.

8. Indemnity

The Client indemnifies ABFCL against losses arising from:

Breach of obligations.
Instructions given (except where due to ABFCL’s negligence).
Unsafe property conditions not disclosed to ABFCL.

9. Limitation of Liability

Death/personal injury liability is unlimited.
Other liability capped at £1,000,000.
No liability for:
- Loss of revenue/profit.
- Business opportunity or contracts.
- Goodwill/reputation.
- Indirect, special, or consequential losses.
Liability is proportionate where other advisers are involved.
Advice is for the Client only; sharing requires warning third parties ABFCL owes them no duty.
Asbestos, contamination, and deleterious materials are the Client’s responsibility.
Higher liability limits may be negotiated (Client pays extra insurance premium).
ABFCL not liable for delays caused by Client inaccuracy, omissions, or ignoring advice.

10. Termination

By Client: 30 days’ written notice; ABFCL entitled to fees for work done (pro-rata, quantum meruit, or full fee + expenses).
By ABFCL: 30 days’ notice if services become impossible, Client obstructs or fails to pay.
Outstanding fees/expenses due by end of notice.
Quantum meruit fees = ABFCL’s hourly rates.

11. Complaints

Raise complaints with the ABFCL office handling the instruction.
Clients may also approach the appropriate professional body.

12. Assignment

Client may not assign the Agreement without ABFCL’s written consent.

13. Data Protection

Client consents to ABFCL using personal data to provide services and send marketing (opt-out available).
Data may be shared with necessary third parties or business acquirers.
Client must comply with the Data Protection Act when supplying third-party data.

14. Governing Law & Jurisdiction

Governed by English law.
Exclusive jurisdiction of the English Courts (ABFCL may pursue debt recovery elsewhere if needed).

A Billingham Forensic Consultants Ltd
Registered in England & Wales (No. 6990118)