Terms & Conditions

Standard Terms and Conditions

In the Blu Building Consultants Terms and Conditions, the following terms shall have the following meanings:-
1. “Client”, the person, firm or company to whom Blu Building Consultants is to provide Services in accordance with the Agreement.
2. “Blu Building Consultants”, incorporated in England and Wales, whose registered office is at Fulford House, Newbold Terrace, Leamington Spa, Warwickshire, CV32 4EA.
3. “Agreement”, these Terms and Conditions and the applicable Fee Proposal forming the legally binding agreement between Blu Building Consultants and the Client.
4. “Fee Proposal”, the letter issued by Blu Building Consultants to the Client identifying the particular Services to be provided and setting out the applicable fees and any additional terms forming part of the Agreement. Where the context permits, documents cross-referenced and/or attached to the letter shall form part of the Fee Proposal.
5. “Force Majeure Event”, an event falling within the definition set out at Clause 15.1.
6. “Intellectual Property Rights”, all patents, copyrights and design rights (whether registered or not and all applications for any of the foregoing), and all rights of information, data, know-how or experience, whether patentable or not, whensoever and howsoever arising and all renewals and extensions thereof.
7. “Party”, Blu Building Consultants or the Client, as the case may be.
8. “Services”, services falling within the known areas of expertise and specialisation of Blu Building Consultants as more particularly identified in a Fee Proposal or, where no Fee Proposal has been issued, that are the subject of a Client instruction to Blu Building Consultants to proceed to act on the Client’s behalf.
9. “Documents”, means all drawings, plans, specifications, details, bills of quantities, schedules, reports, records, calculations, computer software and any other documents (including any amendments or revisions) prepared by Blu Building Consultants for the purposes of the Services.
Clause 2 – Scope of Business
1. Where the Client appoints Blu Building Consultants to provide Services, the appointment shall be on the basis of the Fee Proposal. The purpose of a Fee Proposal shall be to address business line and project specific issues, including the precise scope of Services, timescales for deliverables and fee levels, as well as certain other terms and conditions.
Clause 3 – Standard of Care
1. Blu Building Consultants shall perform the Services, and all of its duties and obligations under or arising out of the Agreement with such reasonable skill and care expected of an appropriate qualified professional of the same discipline as Blu Building Consultants holding itself out as having the competence and resources to perform the Services.
2. Subject to the obligation to exercise the standard of reasonable skill, care and diligence set out herein, Blu Building Consultants shall at all times perform the Services in accordance with all statutes and legislation as applicable from time to time and shall, in particular (but without limitation), ensure compliance at all times with the Construction (Design and Management) Regulations 2015 (as amended) to the extent they apply to the Services.
3. Subject to its obligations to exercise the standard of reasonable skill, care and diligence set out herein, Blu Building Consultants shall at all times carry out the Services in accordance with the requirements defined and shall work in conjunction with such other professionals and contractors engaged to work on the Services.
Clause 4 – Fees and Expenses
1. All fees for performance of the Services shall be calculated in accordance with the fee structure set out in the Fee Proposal.
2. In the event there is any change in the assumptions and/or the scope of the Services, Blu Building Consultants reserve the right to enter into discussions with the Client to review the fees, save where such change arises directly as a result of the manner in which Blu Building Consultants has or intends to provide the Services which is not the direct or indirect result of any change in the scope of the Services required by the Client or a consequence of any changes made or proposed by any third party acting on the Clients behalf.
3. Where the fee is based upon particular assumptions or, otherwise, the provision of the Services is materially delayed and/or disrupted by any cause outside Blu Building Consultants’ reasonable control, the parties agree that they shall negotiate and agree an adjustment to the fees to properly reflect the changes.
4. Blu Building Consultants reserves the right to require payments to be made on account before commencing or completing any Services. In such event, the amount of the on account payment shall be calculated having regard to the programme for performance of the Services and the likely timing and amounts of expenses to be incurred.
5. Fees stated shall be exclusive of VAT (if applicable), which shall be charged to the Client at the prevailing rate.
Clause 5 – Additional Services
1. If at any time the Client requires Blu Building Consultants to perform any Additional Services, the Client shall pay Blu Building Consultants for such Additional Services at the rate set out in the Fee Proposal, unless otherwise confirmed and agreed in writing.
Clause 6 – Payment
1. Invoices are payable by the Client as defined in the timeframe set out in the Fee Proposal.
2. All sums due to Blu Building Consultants shall be paid in full, without set-off, counterclaim, deduction or withholding of any kind, except as required by law.
3. Blu Building Consultants may charge the Client interest (both before and after any judgment) on the balance of any unpaid invoice, at the rate of 4% per annum over the Bank of England base rate. Such interest shall run from the due date of settlement of the invoice until the date payment of the balance is received.
4. If any deduction or withholding is required by law, the Client shall pay such additional sum as is necessary to ensure that Blu Building Consultants receives the full amount it would have received had no such deduction been made.
Clause 7 – The Client’s Obligations
1. The Client shall pay to Blu Building Consultants all fees, expenses and VAT, as required pursuant to Clause 4, 5 and 6. If the Client fails to pay any sum due, Blu Building Consultants may suspend performance of the Services upon giving 10 working days’ written notice.
2. The Client shall provide to Blu Building Consultants all information reasonably required, and at the necessary times, to enable Blu Building Consultants to carry out the Services pursuant to this Agreement.
3. The Client acknowledges that Blu Building Consultants is entitled to rely upon the accuracy, sufficiency and consistency of any information supplied to it by the Client. Blu Building Consultants shall have no liability for any inaccuracies contained in any information provided by the Client or any third party on behalf of the Client.
4. The Client authorises Blu Building Consultants to speak to or meet with any other person it may need to contact in order to provide the Services. Blu Building Consultants may release to such person for the purpose of the Services any information reasonably necessary to perform the Services and which it has obtained during the Agreement. Blu Building Consultants shall not be liable for any use subsequently made of that information.
Clause 8 – Intellectual Property
1. Blu Building Consultants shall retain ownership of all Intellectual Property Rights in the Documents and in all materials, designs, drawings, specifications, reports, data, calculations and other deliverables prepared by or on behalf of Blu Building Consultants in connection with the Services.
2. For the avoidance of doubt, the Client shall retain ownership of all Intellectual Property Rights in materials provided by it to Blu Building Consultants.
3. Subject to payment in full of all sums due under the Agreement, Blu Building Consultants grants to the Client a royalty-free, non-exclusive, non-transferable and irrevocable licence to use and reproduce the Documents and such materials solely for the purposes of the Services to which they relate.
4. The licence granted under clause 8.3 shall not entitle the Client to:
  1. use the Documents or materials for any other project or purpose;
  2. reproduce, adapt, alter or modify them without the prior written consent of Blu Building Consultants; or
  3. assign, transfer or grant any sub-licence to any third party without the prior written consent of Blu Building Consultants.
5. Blu Building Consultants shall have no liability for any use of the Documents or materials other than for the purposes for which they were prepared.
Clause 9 – Electronic Communications
1. Blu Building Consultants shall not be liable for any loss arising from viruses, corruption, transmission errors or unauthorised access from the Client’s receipt of any information, data or communications supplied or sent by Blu Building Consultants electronically. The Client shall use all reasonable procedures to seek to ensure that any materials sent by any electronic medium to Blu Building Consultants are virus-free.
2. Blu Building Consultants may communicate with the Client by email.
Clause 10 – Documents
1. The provision of the Services is for the Client’s benefit only. No part of any report or advice produced by Blu Building Consultants for the Client shall be reproduced, transmitted, copied or disclosed to any third party without the prior written consent of Blu Building Consultants, and Blu Building Consultants shall not be liable to any third party which relies upon any such report or advice.
2. After completing an Agreement, Blu Building Consultants shall be entitled to keep any Client papers and documents held while payments due under the Agreement are outstanding.
3. Blu Building Consultants shall keep its Agreement files for 6 years after issue of Blu Building Consultants’ final invoice, on the basis that Blu Building Consultants shall have the Client’s authority to destroy the files upon the expiry of that period unless the Client has beforehand requested in writing the return of Client papers or documents. Blu Building Consultants shall not be liable for any loss of documentation after the stated retention date.
4. The Client shall be responsible for Blu Building Consultants’ charges in producing any documentation which the Client requires in order to comply with a third-party request for disclosure under the Freedom of Information Act 2000 (FOIA). For the avoidance of doubt, the Client, not Blu Building Consultants, shall liaise with such third party.
Clause 11 – Confidentiality
1. Blu Building Consultants shall seek the Client’s prior consent to Blu Building Consultants announcing, without limitation, through advertising, and by reference in proposals or submissions to prospective Clients, that they are providing or have provided the Services to the Client. Such consent shall not be unreasonably withheld or delayed.
2. The Client shall keep confidential and not disclose to any other person (whether before or after termination or expiry of the Agreement): (a) any information received by it in respect of the methodologies and/or technologies used by Blu Building Consultants in providing the Services; (b) the details of the commercial terms on which Blu Building Consultants provides the Services; and (c) any other information in respect of Blu Building Consultants’ business activities which comes into its possession as a consequence of Blu Building Consultants providing the Services and which is not publicly available.
3. Blu Building Consultants shall keep confidential and not disclose to any other person (whether before or after termination or expiry of the Agreement) any information in respect of the Client’s business activities which comes into its possession as a consequence of Blu Building Consultants providing the Services and which is not publicly available.
4. The provisions of Clauses 11.2 and 11.3 shall not apply to either Party to the extent that disclosure is required by law or by any regulatory authority, or to the respective professional advisers of the Parties. The obligations in Clauses 11.2 and 11.3 shall also not apply to information which is or becomes publicly available other than through a breach of this Clause, was lawfully in the receiving Party’s possession prior to disclosure, or is independently developed without reference to the confidential information.
Clause 12 – Professional Indemnity Insurance
1. Blu Building Consultants shall effect and maintain professional indemnity insurance with a limit of indemnity of not less than £5,000,000 in accordance with the terms of its professional indemnity insurance policy for a period of six years from completion of the Services, provided that such insurance remains available at commercially reasonable rates and on reasonable terms in the insurance market.
2. Upon reasonable request, Blu Building Consultants shall provide evidence of such insurance.
Clause 13 – Limitation of Liability
1. Nothing in this Agreement shall exclude or limit liability for death or personal injury arising from negligence, or for any other liability which cannot lawfully be limited or excluded.
2. Subject to clause 13.1, the total aggregate liability of Blu Building Consultants to the Client arising under or in connection with the Agreement, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, shall not exceed the amount stated in the Fee Proposal. Where no such amount is stated, liability shall be limited to the level of Blu Building Consultants’ professional indemnity insurance maintained at the time the claim arises, and in respect of any uninsured risk, to the total fees payable for the Services.
3. Blu Building Consultants shall be responsible to the Client for the performance of the Services and for any loss or damage arising from any breach of this Agreement, including any act, omission or default of its employees, agents, consultants or sub-consultants engaged in connection with the Services. The Client shall be entitled to recover from Blu Building Consultants the whole of such loss or damage, subject only to the overall limitations of liability set out elsewhere in this Agreement.
4. Neither Party shall be liable to the other for any indirect or consequential loss, or for any loss of profit, loss of revenue, loss of business or loss of opportunity arising out of or in connection with this Agreement.
5. No proceedings in respect of any claim arising out of or in connection with this Agreement shall be commenced against Blu Building Consultants after the expiry of six years from completion of the Services.
Clause 14 – Money Laundering and Anti-Bribery
1. The Client shall provide such information and assistance that Blu Building Consultants reasonably requires to comply with its obligations under the Proceeds of Crime Act 2002, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), and the Bribery Act 2010.
2. Blu Building Consultants may suspend or terminate the Services without liability where such information is not provided or where Blu Building Consultants reasonably suspects non-compliance with such legislation.
Clause 15 – Force Majeure
1. Neither Party shall be deemed to be in default or liable to the other Party for any matter whatsoever for any delays in performance or from failure to perform or to comply with the Agreement due to any cause beyond that Party’s reasonable control including, without limitation, acts of God, acts of Government or other competent regulatory authority, telecommunications, network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes and other industrial disputes (in any case, whether or not relating to that Party’s workforce).
2. Each Party agrees to give notice forthwith to the other upon becoming aware of a Force Majeure Event, such notice to contain details of the circumstances giving rise to the Force Majeure Event.
Clause 16 – Termination
1. Without prejudice to any other rights or remedies a Party may possess:
  1. Blu Building Consultants may terminate the Agreement by notice immediately if the Client has failed to pay an invoice within 30 calendar days of the final date of payment of that invoice.
  2. Either Party may terminate the Agreement by notice immediately if the other Party becomes insolvent.
  3. Either Party may terminate the Agreement by notice immediately if the other Party is in breach of its obligations and where such breach is capable of remedy, the other Party fails to remedy such breach within 30 calendar days of receipt of a notice specifying the breach.
2. For the purposes of Clause 16.1.2 a Party is insolvent if it enters into an arrangement, compromise or composition in satisfaction of its debts or goes into liquidation (in either case otherwise than for purpose of amalgamation or reconstruction), or has a winding up or bankruptcy order made against it, or it has appointed to it an administration or administrative receiver or any step analogous to any of the foregoing occurs.
3. Either Party may terminate an Agreement by giving not less than 10 working days written notice to the other. In such event Blu Building Consultants shall be entitled to payment of fees for the Services it has performed, and payment of the expenses it has properly incurred, up to the date of termination. Where the Fee Proposal does not identify how to calculate the fees that shall be payable where termination under this Clause 16.3 occurs, a fair and reasonable pro-rata calculation shall apply having regard to the fees payable for the completion of the Agreement, the expected duration of the entire Agreement and the Services performed prior to termination.
4. The expiration or the termination of an Agreement, however arising, shall not operate to affect such of the provisions of the Agreement as are expressed to operate or continue in effect after then and shall be without prejudice to any rights or liabilities accrued at the date of such expiration or termination.
Clause 17 – No Waiver, Partnership or Joint Venture
1. No waiver by a Party of any breach by another Party in the performance of any of its obligation under this Agreement shall operate or be construed as a waiver of any other or further breach whether of a like or different character or be effective unless in writing duly executed by an authorised representative of the affected Party.
2. The failure by a Party to insist on any occasion upon the performance of the terms, conditions and provisions of the Agreement, or time or other indulgence granted by one Party to another shall not thereby act as a waiver of any breach, as acceptance of any variation, or as the relinquishment of any right under the Agreement, which shall remain in full force and effect.
3. An Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties, or to impose any partnership obligation or liability upon either Party.
Clause 18 – Entire Agreement
1. The Agreement constitutes the entire agreement and understanding of the Parties as to the subject matter of the Agreement. They supersede any prior agreement or understandings between the Parties and no variation of the Blu Building Consultants Agreement or any Fee Proposal shall be binding unless agreed in writing.
2. The Client expressly acknowledges that it has not been induced to enter into the Agreement by any warranty or representation or other assurance not expressly incorporated in the Agreement.
Clause 19 – Severability
1. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not be impaired.
Clause 20 – Contracts (Rights of Third Parties) Act 1999
1. No term of the Agreement is intended for the benefit of a third party and the Parties do not intend that any term of the Agreement shall be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Clause 21 – Assignment
1. An Agreement shall not be assigned or transferred by either Party without the prior consent of the other, save that Blu Building Consultants shall be entitled by writing to the Client to assign all or any of its rights under an Agreement to any company in the same group of companies as Blu Building Consultants or associated with Blu Building Consultants.
Clause 22 – Notices
1. Any notice or other information to be given by either Party to the other under the Agreement shall be given by:
  1. Delivering the same by hand;
  2. Sending the same by prepaid registered post; or
  3. Sending the same by electronic mail,
  to the other Party at the address given in Clause 22.4.
2. Any notice or information sent by post in the manner provided by Clause 22.1.2 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has been returned to the sender.
3. Any notice or information sent by electronic mail shall be deemed to have been duly given on the next Business Day following transmission, provided that it is sent to the electronic mail address specified in Clause 22.4 and no delivery failure notification is received.
4. The address of either Party for service for the purposes of Clause 22 (but excluding legal proceedings) shall be its registered or principal office and the electronic mail address notified by that Party, or such other address or electronic mail address as it may last have notified to the other Party in writing from time to time.
5. This clause shall not apply to the service of any legal proceedings.
Clause 23 – Miscellaneous
1. Each Party warrants that it has power to enter into the Agreement and that it has obtained all necessary consents and/or approvals to do so.
2. The Agreement shall inure to the benefit of, and be binding upon, the permitted successors, and permitted assignees to the Parties.
3. Where the Client comprises two or more Parties their liability under the Agreement shall be joint and several.
Clause 24 – Dispute Resolution and Governing Law
1. Notwithstanding any other provision of the Agreement the parties may agree, having used all reasonable endeavours to settle any dispute, choose to mediate save that, if such agreement cannot be reached or mediation is unsuccessful, either Party may at any time (subject to any provisions within the Fee Proposal) refer any dispute to adjudication in accordance with Part 1 of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended from time to time).
2. The adjudicator’s decision shall be binding upon the parties until such dispute is otherwise determined by the courts. Blu Building Consultants and the Client shall use all reasonable endeavours to agree an adjudicator but, failing agreement within 14 days, the adjudicator shall be appointed by the President for the time being of CIOB.
3. The Agreement shall be governed by and construed in accordance with the laws of England and Wales.
Clause 25 – Regulation
1. Blu Building Consultants is regulated by the Chartered Institute of Building (CIOB) for the provision of surveying services. This means we agree to uphold the CIOB Rules of Conduct and all other applicable mandatory professional practice requirements of CIOB, which can be found at www.ciob.org. As a CIOB regulated firm we have committed to cooperating with CIOB in ensuring compliance with its standards. The firm’s nominated CIOB Responsible Principal is John Plum, Director, who can be contacted at our Head Office.
2. Blu Building Consultants is a member of CIOB and operates a Complaints Handling Procedure (CHP) in accordance with CIOB guidelines. Further details of our CHP are available on request.
Clause 26 – Interpretation
1. Words importing the singular also include the plural and vice versa where the context requires.
2. Words importing persons or parties shall include firms, corporations and any other organisation having legal capacity.
3. The headings in the Agreement are not part of the Agreement nor shall they be taken into consideration in its interpretation or construction.
4. All references in the Agreement to Clause numbers are references to Clause numbers in the Blu Building Consultants Agreement and not to those in any other documents forming part of the Blu Building Consultants Agreement unless the context otherwise indicates.
5. Reference to a statute or statutory provision includes it as from time to time amended, extended or re-enacted.
6. This Blu Building Consultants Agreement and any applicable Fee Proposal shall be read together as a single document.
7. If there is any conflict between the provisions of:
  1. The Blu Building Consultants Terms and Conditions and any applicable Fee Proposal, The Fee Proposal shall have priority;
  2. A Fee Proposal and any documents cross referenced and/or attached to that Fee Proposal, the Fee Proposal shall have priority.
Clause 27 – Data Protection
1. Blu Building Consultants may process the Client’s personal data for the purposes of providing the Services under this Agreement and for the ongoing administration of the Services. Blu Building Consultants shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018, and in particular undertakes that:
  1. it shall process personal data lawfully, fairly and transparently and shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the UK GDPR;
  2. it shall not disclose or permit access to any personal data provided by the Client or obtained by Blu Building Consultants in connection with this Agreement, other than to persons employed or engaged by Blu Building Consultants, or to its legal or financial advisers, where such disclosure or access is necessary for the purposes of carrying out the Agreement;
  3. any disclosure of or access to personal data shall be made in confidence, shall be limited to what is strictly necessary for the purposes of this Agreement, and shall not be made in breach of any applicable law.
2. It is a condition of this Agreement that Blu Building Consultants may carry out searches with Credit Reference Agencies for the purposes of verifying the Client’s identity and assessing the Client’s ability to meet its payment obligations under the terms of this Agreement.

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