F&B business standard conditions of appointment

1.1 In these Standard Conditions of Appointment F&B Business Ltd is referred to as the Consultant.  The other party to the contract arising out of the acceptance of the Consultant’s fee proposal and these Standard Conditions of Appointment is referred to as the Client.

1.2 The Client appoints the Consultant to provide the Services (which include the Specific Services and any Additional Services as described in Clause 6 below) and the Consultant accepts such appointment upon and subject to these Conditions (the “Appointment”).  The Appointment takes effect on the date when the Consultant first commenced performance of the Services, irrespective of the date of this Appointment.

The Consultant, when performing the Services, exercises the reasonable skill and care to be expected of an appropriately qualified professional consultant of the same discipline as the Consultant holding itself out as having the competence and resources to perform the Services.
                             

When performing the Services, the Consultant complies with the requirements of all statutes and legislation relevant to the Project.         

As consideration for the performance of the Specific Services, the Client pays the Consultant the Fee and the Reimbursement Expenses set out in the Fee proposal.  The Fee is adjusted if the performance of the Specific Services is materially delayed and/or disrupted for any cause outside the Consultant’s reasonable control.  The parties agree the adjustment to the Fee and the timing of its payment.  If not agreed, such adjustment is based on the rates set out for the Specific Services and, if no rates are set out, on the rates set out for the Additional Services.  The Fee is then the Fee as adjusted.

If at any time the Client requires the Consultant to perform any services which are not identified as Specific Services in the services listed in the fee proposal (“Additional Services”), the Client pays the Consultant for such Additional Services at the rates set out in the fee proposal unless otherwise agreed.  If the Client requires any Additional Services, the Consultant informs the Client of the likely additional fee to be charged.  Unless otherwise agreed, the additional fee is payable after performance of the relevant Additional Service.
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6.1 Payment of the Fee, any additional fee payable for Additional Services and the Reimbursement Expenses is due on receipt by the Client of a VAT invoice from the Consultant.  Invoices are submitted on a monthly basis,( and are accompanied by supporting documents, records and receipts reasonably necessary for checking each invoice if requested). 

The Client pays all sums properly due under this Appointment to the Consultant not later than 14 days after the date on which the Client receives the Consultant’s VAT invoice (the “final date for payment”)

If the Client fails to pay any sum due and payable to the Consultant under this Appointment in full by the final date for payment:

The Client pays the Consultant simple interest on the unpaid amount for the period from the final date for payment until the date for actual payment, calculated on a daily basis at the rate of 5% above the base rate set from time to time by the Bank of England’s Monetary Policy Committee (or any successor to it);

Where such failure continues for 7 days after the Consultant has given the Client notice in writing of its intention to suspend performance of the Services and the ground or grounds on which it intends to suspend performance, the Consultant may suspend such performance until such amount is paid; and/or.

Except for liability for death or personal injury, the maximum aggregate liability of the Consultant to the Client under or in connection with this Appointment (whether in contract or tort) (including negligence) or for breach of statutory duty) is limited to the amount specified in the fee proposal.  If no such amount is specified, such liability is limited to the amount of the Consultant’s professional indemnity insurance specified .

Without prejudice to the above limitation or any other exclusion or limitation of liability available to the Consultant, the Consultant’s liability for loss or damage suffered by the Client in the event of any breach of this Appointment is limited to the proportion of such loss or damage that it would be just and equitable to require the Consultant to pay having regard to the extent of responsibility of the Consultant for the same and on the assumptions that:

The Consultant maintains professional indemnity insurance, Public and products liability and protection in the sum of £1 million, subject to such insurance being available in the insurance market on reasonable terms and rates.

The Consultant produces written evidence that this insurance is being maintained whenever reasonably requested to do so by the Client.

Upon any suspension or termination, the Client pays the Consultant in accordance with Clauses 7 and 8 (without prejudice to any rights the Client has in respect of any breach by the Consultant of its obligations under this Appointment):that part of the Fee, the Additional Services Fee (if any) and any other sums which have accrued due up to the date of suspension or termination (as the case may be) and a fair and reasonable proportion of the next instalment of the Fee and any additional fee payable for Additional Services commensurate with the Services performed, less any amounts previously paid to the Consultant; and (save where such suspension or termination us due to the Consultant being in breach) all reasonable costs, disbursements and expenses properly and necessarily incurred by the Consultant (including any costs incurred in suspending and/or resuming performance of the Services) as a direct result of such suspension or termination.

Upon payment of the amount due under Clause 15.1, the Consultant hands over to the Client the Documents if relevant, and payment of the Consultant’s reasonable copying charges.

Termination of the Consultant’s engagement under this Appointment does not affect the accrued rights and remedies.

The Consultant does not assign or sub-contract any of its rights or obligations under this Appointment without the prior consent in writing of the Client (which consent is not to be unreasonably withheld or delayed).

The benefit of this Appointment may be assigned by the Client by way of an absolute legal assignment to any person providing finance or re-finance to the Client in connection with the Project or to any person (A1) acquiring the Client’s interest in the Project and by A1 to another person (A2) acquiring A1’s interest in the Project.  No further or other assignment is permitted and, in particular, A2 is not entitled to assign this Appointment.

Notwithstanding any other provision of this Appointment, either party may at any time refer any dispute under it to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998, Part 1.

The Adjudicator’s decision is binding until the dispute or difference is finally determined by litigation.  The Client and the Consultant attempt to agree the identity of the Adjudicator.  If the parties fail to reach such agreement within 5 days after one party notifies the other that it wishes to agree the identity of the Adjudicator, the Adjudicator is appointed by the President or Vice-President for the time being of RICS.  Any dispute or difference in connection with the enforcement of a decision of the Adjudicator is referred to the Courts.

This Appointment supersedes any previous agreements or arrangements between the partiers in respect of the Project and is an entire agreement.

Nothing in this Appointment confers or purports to confer any right to enforce any of its terms or any person who is not a party to it.  Only the Client (and the Client’s permitted assignees) and the Consultant can take action to enforce the terms of this Appointment.

Any reference to a statute or statutory provision is construed as a reference to that statute or provision as amended, consolidated, supplemented or re-enacted (with or without modifications) from time to time.

Where any Clause requires an act to be done within a specified period after or from a specified date, the period begins immediately after that date.  Where the period includes Christmas Day, Good Friday or a day which, under the Banking and Financial Dealings Act 1971, is a bank holiday in England and Wales, that day is excluded.

Any notice under this Appointment is deemed to be given if it is in email, text, Whatapp or in writing and delivered by hand or sent by pre-paid, recorded or special delivery post to the Client or the Consultant (as the case may be) at the address set out for each party in this Appointment or any other address notified by one party to the other in accordance with this Clause.

Any notice sent by any of the above is deemed received upon actual receipt by the party to whom it is addressed.