1. Communications: All communications related to this agreement between the Client and PROJECT DESIGN (IO) must be in writing and delivered through effective means.
2. Duty of Care PROJECT DESIGN (IO) will exercise reasonable skill and care in line with professional standards while performing the Services.
3. Client Obligations: The Client shall provide accurate information and necessary approvals for timely and proper service performance.
4. Assignment: Neither party can assign their rights or obligations under this agreement without the other party’s prior written consent.
5. Other Fees: Variations in service or specification require a formal written instruction defining scope and fees, agreed upon in advance.

Where PROJECT DESIGN (IO) ’s fee is based upon an estimate of construction value, the fee will not be subject to downward revision because of value engineering and/or any other budget or cost reduction procedures.

6. Exclusions: Unless specified, standard quotations do not include costs for Design, Delivery, Project Management, Installation, or O&M Manual production.
7. Payment: Unless agreed otherwise, payments are due 30 days from the invoice date, excluding VAT. The Client is responsible for any costs incurred in recovering late payments.

In the event of the Client being in default of payment of any fees or other amounts due under this agreement, PROJECT DESIGN (IO) shall not be liable for the use by any person of the work produced in the performance of the Services for any purpose other than that for which the same was prepared by, or on our behalf.

8. Divisibility Clause: Services may be delivered in phases. Each phase is billed and payable separately, constituting separate contractual obligations.
9. Liabilities: The total liability of PROJECT DESIGN (IO) is capped at £2 million. Liability for breach of duty of care is limited to direct, foreseeable, and mitigated costs.
10. Rights of Third Parties: This Agreement does not confer benefits or rights to third parties.
11. Suspension: Services may be suspended by either party with 7 days written notice. Suspensions exceeding 6 months without further instructions will lead to service termination.

For clarity, a failure to agree on any fee relating to an additional order shall constitute a valid reason for suspension of services. PROJECT DESIGN (IO) shall not be liable for any cost incurred.

12. Termination: PROJECT DESIGN (IO) can terminate services if the Client breaches the agreement and fails to rectify it within 14 days of notice.
13. Payment on Suspension or Determination: If only partial services are provided, fees will be proportionate to the work completed.
14. Dispute Resolution: Any disputes arising under this agreement will be resolved through mediation or arbitration, as agreed upon by both parties.
15. Confidentiality: Both parties agree to maintain confidentiality of all proprietary information exchanged during the contract term.
16. Force Majeure: Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control.
17. Jurisdiction: This agreement is governed by and construed in accordance with the laws of the United Kingdom.
18. Specificity in Services and Obligations: Electrical Design Services are provided as per the quotation.