bespoke architecture unique construction tailored interior design superior build & fit out
welco
For over 15 years, Chalk Construct has been at the forefront of residential construction, delivering homes that stand as benchmarks of quality and design Our extensive experience spans a diverse portfolio of high-end developments, earning us a reputation for excellence within the sector.
At the core of our success is our dedicated in-house team of designers and construction professionals. By maintaining full oversight of every project, we ensure that every detail from concept to completion is executed with precision, integrity, and care.
Specialising in high-end residential projects, we thrive on crafting homes that are as distinctive as the people who live in them Our unwavering focus on quality and bespoke solutions means we take pride in exceeding expectations, every time
We know residential design & build.
Chalk Construct did an incredible job building our home Their team was professional, efficient, and kept us informed every step of the way The final result is absolutely stunning –they truly brought our vision to life, and we couldn’t be more thrilled with the outcome!"
S. West Sussex
Maureen
whatwedo.
Our expertise extends beyond building
We seamlessly collaborate with architects, structural engineers, and building inspectors to ensure every aspect of your project is co-ordinated and aligns with the highest standards By working collaboratively, we deliver homes that are structurally sound, translating the architectural vision into a constructed reality with no deviation on quality or intended design
Our Skilled Team and Trusted Supply Chain
We are proud to have a highly skilled in-house team of ground workers, carpenters, and decorators, each bringing their expertise to every stage of your project Coupled with our tried, tested, and trusted supply chain of mechanical and electrical engineers along with our core supply chain is executed to perfection
We consistently use modern methods of construction, embracing the latest innovations and techniques to deliver residential structures that are not only architecturally accurate but also efficient and sustainable Our commitment to these advanced practices ensures your project benefits from precision, durability, and future-proofing
End-to-End Project Management
Every project we undertake is meticulously managed from start to finish Our comprehensive approach to project management includes:
Financial control: Transparent management of budgets and payment applications, ensuring costs are controlled and clear at every stage
Delivery and completion: Ensuring that timelines are adhered to, with every milestone carefully monitored and achieved
Construction services management: Coordinating all trades and services to maintain seamless progress and exceptional results
We are committed to fairness and transparency Whether it’s managing costs, resolving challenges, or communicating progress, we strive to build trust as effectively as we build homes
specialist services.
Project Management
Our experienced team ensures every aspect of the construction process is planned, coordinated, and executed efficiently, keeping your project on schedule and within budget
Design and Architectural Support Services
We collaborate with the principle designer to ensure that the vision is translated We work hand-in-hand to overcome any technical hurdles to ensure full co-ordination this is apparent during our pre construction engagement with the architects.
Site Preparation and Groundworks
From clearing land to excavations and foundation laying, our team ensures a solid and reliable start to your build
Structural Carpentry and Joinery
We specialise in crafting high-quality timber structures, from frames to intricate joinery, all designed and constructed inhouse
Interior Fit-Outs
Our team delivers tailored interior finishes, including bespoke cabinetry, flooring, and decorative details that reflect your personal style
Project Handover and Aftercare
We guide you through the final stages of the project, ensuring smooth handover and ongoing support, including snagging resolution and maintenance services
Mechanical, Electrical, and Plumbing (MEP)
Our trusted specialists handle all aspects of MEP installation, ensuring energy efficiency, safety, and compliance with building standards
Please read our approach to Aftercare (Page.14)
Design & architectural support services
Site preparation & groundworks
Structural carpentry & bespoke joinery
Interior fit outs
PROJ MANAG
Roofing and Cladding
Whether traditional or modern, our roofing partners provide high-quality solutions tailored to the aesthetic and functional needs of your home
Windows and Glazing
We work with leading suppliers to source and install energyefficient windows and bespoke glasing options for optimal insulation and style
External Landscaping
From garden design to driveway paving, our landscaping experts bring outdoor spaces to life
Specialist Finishes
For plastering, tiling, and decorative paintwork, we partner with skilled craftsmen who deliver flawless results
Smart Home Technology Installation
Our tech specialists integrate advanced systems for security, lighting, and entertainment, ensuring your home is futureready
Sustainability and Renewable Energy Solutions
We offer eco-friendly solutions, such as solar panel installation, rainwater harvesting systems, and energyefficient building materials.
By combining our in-house capabilities with a carefully vetted network of specialists Chalk Construct delivers a holistic
wemanage 3rdparty activity& fees.
We understand that delivering a successful project often requires the involvement of specialised third-party services. We oversee and manage these activities on your behalf, ensuring quality, compliance, and alignment with your vision. These services are either captured within our prelims or charged in addition to our core construction fees, and we are happy to provide quotations and manage the process seamlessly for you. Please refer to our overview of the key third-party activities:
We understand 3rd party management.
Site & Geographical Surveys
These surveys assess the site’s topography, soil conditions, and other geographical factors to ensure a solid foundation for your project
Mechanical & Electrical (M&E)
Coordination of mechanical and electrical designs, including heating, ventilation, plumbing, and power systems, ensuring integration with the project
Electrical Engineer
Specialists who design, implement, and test electrical systems to meet performance and safety standards.
Structural Engineers
Experts who design and analyse the structural integrity of the build, ensuring it meets safety and durability requirements.
Planning / Pre-commencement Conditions
Support with the management of planning permissions, applications, and the discharge of pre-commencement conditions ensuring compliance with local authority regulations
Civil Engineer – Groundworks
Responsible for preparing the site, including excavation, foundations, and essential groundwork to support the build
Landscaping (Soft & Hard)
Design and implementation of outdoor spaces, including planting, paving, and other external features to enhance the property
Health & Safety Officer
Ensures the site adheres to all health and safety regulations, minimising risks and ensuring a safe working environment
Quantity Surveying
Cost estimation and financial management to ensure the project remains within budget while meeting quality standards
Project Management
Comprehensive oversight of all project phases, ensuring deadlines, budgets, and quality standards are met
Prelims (Site Setup)
Preparation of the site, including labor, materials, temporary site huts (welfare units), waste management, Heras fencing, site security, and scaffolding.
Environmental Surveys (SAP)
Assessment of the building’s energy performance and compliance with sustainability regulations
Drainage
Design and implementation of effective drainage systems to manage water flow and prevent flooding
Building Control
Management of the building control process from start to finish, ensuring all work complies with regulations and is signed off
financial management &payments.
We prioritise transparency and simplicity Our aim is to make financial management and the payment process as straightforward and clear as possible for our clients
Here’s an outline of our process, with explanations for each component:
For this project we have provided a lump sum cost for works discussed in the project brief For any variations, please see our preferred method on a cost plus basis below
Cost Plus Method
Our preferred cost arrangement is a Cost Plus approach Depending on the project size, complexity and general circumstances, Chalk work on a cost plus 20% arrangement.
This approach provides absolute transparency and a commitment to achieve best value pricing. Certain parameters can be applied such as an agreed target cost and or a guaranteed maximum value.
This fee can be applied to cover our full range of services, including planning, coordinating all construction activities, and managing subcontractors
Payment Process
Our payment structure is designed to align with the progression of your project:
Initial Deposit (25%): Upon acceptance of the Stage 4 quote, we require an initial deposit of 25% of the project cost This deposit allows us to secure resources, schedule work, and commence preliminary activities essential for the project kickoff Deposits are offset against the first invoice so neither party is financially exposed
Monthly Valuations by Quantity Surveyor: Our in-house quantity surveyor will conduct monthly valuations of the work completed, comparing it against the original quote. This ensures accuracy in assessing the value of the work done each month. All measures are reviewed clearly to ensure full understanding and transparency.
Invoicing: Following each valuation, we will issue an invoice corresponding to the completed work for that period This keeps the billing process transparent and directly linked to project progress
Payment Terms: Payment terms are either 14 or 30 days dependent on the size and duration of the project Timely payments help keep the project on track
Retention for Snagging Period
We retain a small percentage of the contract value to cover the snagging period the time after project completion when any minor defects are identified and rectified. This retention ensures that all finishing touches meet our high standards and your expectations.
Overheads and Profits – Transparency
We believe in complete transparency regarding our overheads and profits
As our client, you will have full visibility into our cost structures We openly share what we earn from the project, fostering trust and eliminating any hidden fees or surprises
design &build process.
Chalk Construct effectively applies the RIBA (Royal Institute of British Architects) design and build methodology With expertise and attention to detail, Chalk ensures that every project aligns with the rigorous standards set by RIBA, fostering a collaborative, innovative, and sustainable approach
preparation & briefing
Develop project objectives and project outcomes, sustainability aspirations, define the project budget, highlight project parameters/constraints and develop the initial project brief Undertake feasibility studies and review site information
developed design
Prepare developed design including coordinated and updated proposals for structural design, building services systems, outline specifications, cost information and project strategies in accordance with the design programme
construction
Offsite manufacturing and onsite construction in accordance with the construction programme and including resolution of design queries from site as they arise
concept design
Prepare concept designs including outline proposals for structural design, building services systems, outline specifications and preliminary cost information along with relevant project strategies in accordance with the design programme. Agree alterations to brief and issue final brief.
technical design
Prepare technical design in accordance with design responsibility matrix and project strategies to include all architectural, structural and building services information, specialist subcontractor design and specs in accordance with design programme
handover
Handover of project and conclusion of building contract
aftercare.
Aftercare: Ensuring Long-Term Satisfaction and Support
At the heart of our approach is a commitment to ensuring a seamless transition from project completion to operational readiness Our aftercare services are designed to provide you with confidence, security, and continued support, long after the final handover.
Handover
The handover process is meticulously planned to ensure you receive a comprehensive understanding of your new space This includes detailed documentation, guided walkthroughs, and a full operational briefing Our goal is to empower you to fully utilise the features and functionality of the completed project from day one
Final Site Cleaning
Before the handover, we conduct a thorough site cleaning to leave your space in pristine condition This ensures a professional and welcoming environment, ready for immediate use
Handholding
We recognise that navigating a newly completed project can feel daunting Our team offers tailored handholding services to assist you with any questions, clarifications, or adjustments required during the initial period post-handover This personalised support ensures your confidence and comfort in using your new facility
e than a service it’s a promise. We remain available to cerns or requirements that arise. Whether it's additional hooting, or adapting the space to evolving needs, you can or ongoing guidance.
vered by our robust warranties, ensuring the quality and materials and craftsmanship We provide clear and nty terms, giving you peace of mind for years to come
Snagging
are resolved swiftly and efficiently to guarantee your team is proactive in addressing any outstanding details, final finish meets the highest standards
Contractor Support
sn’t end at the handover For additional construction tasks quirements that fall outside the initial build agreement, we contractor support Whether it’s small adjustments, tions, or further customisation, we’re here to assist
you’re not just completing a project you’re gaining a r With our aftercare services, you can feel confident that ands
sustainability.
Prioritising sustainability: our commitment to a greener future
We understand the critical importance of environmental responsibility in every aspect of our work With a dedicated focus on sustainability, we take significant steps to minimise our carbon footprint In every project, we meticulously calculate and consider net zero carbon emissions, ensuring that our builds align with the highest environmental standards
From selecting eco-friendly materials to implementing energy-efficient systems, we actively contribute to a more sustainable future for homeowners and the planet
Sustainable innovations for modern living
We’re committed to integrating cutting-edge sustainable technologies and practices into our projects From rainwater harvesting systems that reduce water consumption to highefficiency HVAC systems that minimise energy usage, we ensure that every home we build reflects the latest in environmentally conscious design
Additionally, we explore innovative options such as green roofs, which not only enhance insulation but also promote biodiversity Through these thoughtful choices, we strive to create homes that are both luxurious and environmentally responsible, setting a new standard for modern living
Customised sustainability solutions: tailoring homes for tomorrow
We believe in offering our clients the opportunity to make a positive impact on the environment through their new homes Budget permitting, we collaborate closely with homeowners to incorporate environmentally sustainable solutions that align with their vision This may include the integration of solar panels to harness renewable energy, utilising recycled or locally sourced materials, or incorporating advanced insulation techniques for improved energy efficiency.
By working together, we empower our clients to not only enjoy a beautifully crafted living space but also contribute to a greener, more sustainable future.
projectbrief
Monday, 13th January 2025
Dear Mr Ian Shaw,
Re: 75 Bell Hill, Petersfield, Hampshire, GU32 2EA
We are pleased to confirm the following quotation in relation to the above works as detailed on drawing numbers 7069 – 01, 02, 03, 04, 05 C1-C91, G1-G12, 23111 – BR01, BR02, BR03, BR04
The works include all the items detailed on the drawings, however no allowance has been made for any reinstatement of the existing landscaping that may be disturbed during the course of the works repairs that may become evident during the course of the works, or works directly instructed by Building Control which has not been fully detailed on the drawings
In addition to the above, we have included the following Exclusions and Provisional Sums to give you some idea of the costs associated with works that have yet to be finalised or are not fully detailed within the drawings and specification received, these sums can be fully appraised when either the relevant details are agreed or you have decided on your requirements
Any variations to the works, will be quoted and charged at cost plus 20%
Exclusions:
We have not allowed for any Contractors Design within our Estimate
We have assumed that all spoil is inert.
We have allowed to carry out the works in a single visit.
We have not allowed for any Underground pipework or soakaways for the storm water produced, we assume this will be incorporated within the main works to the house.
We have not allowed for any service trenches/ Ductwork or Electrical Supplies to be taken to the Garage.
Provisional Sums:
We have included the following Provisional Sums within our Estimate:
Supply of Facing Bricks
£550 per 1000
Supply of Plinth Bricks £4 24 ea
We have allowed for a Redland Rosemary Roof Tile 265mm x 165mm
Upvc Window & Personal Door £1300 00
Garage Door £ 1000 00
Supply and fitting of the Oak Post and Beams and decorated timber soffit to the entrance £750 00
We have also allowed the Provisional Sum of £1000 00 for the supply and installation of a distribution board, Lighting, Power and an electrical vehicle charging point to the garage
continued.
General:
We have allowed to remove all spoil, if however this is kept on site a saving on the contract sum will be achieved
We have allowed to construct the roof as detailed on the drawings, if manufactured trusses are adopted instead there will be the potential for savings to be achieved
We encourage all prospective customers to utilise the references provided and welcome visits to sites we are working on so that you may gain an insight into the workings of our ongoing projects
We understand you may have a number of questions and would encourage you to contact the undersigned to schedule a follow up appointment to discuss the quotation in greater detail
Thank you for the opportunity to provide you with this quotation and please do not hesitate to contact us if we can be of any further assistance
For and on Behalf of Chalk
Yours sincerely,
Alex Ward Managing Director
programme.
pricingschedule.
Prepared for Mr Ian Shaw
75 Bell Hill, Petersfield, Hampshire, GU32 2EA
Stage : £70,079.86 + VAT
terms.
Terms & conditions of business
Page 1 of 3
Chalk Creatives Ltd standard Terms and Conditions of Business are set out below The accompanying letter of engagement (“the Letter”) may vary these Terms and may contain special conditions; it will explain how our fees for professional representation are calculated and will detail other costs and charges The Letter and the Terms and Conditions of Business will together form the Terms of Appointment To instruct us to act, you must sign and return a copy of the Letter to signify agreement to our fees, costs, charges and Terms and Conditions of Business You are deemed to have accepted these terms by instructing or continuing to instruct us in connection with this or any other matter
1 0 INTERPRETATION
1 1 In this agreement, any reference to “we”, “our” or “us” is to Chalk Creatives Ltd, and reference to the Client will be to “you” and “your” In these terms the singular includes the plural and the masculine includes the feminine
2 0 FEES
2 1 Responsibility for payment of fees, costs and charges
2 1 1 The person or company to whom the Letter is addressed (i e you the Client) are personally responsible for and guarantee payment of our fees, costs and charges, even if the relevant property is held by a different person If more than one party is to be responsible, the Letter should be signed by all relevant parties and their liability will be joint and several The full names and addresses of any additional guarantors should be given in writing to us and failure to do so will mean that you will be fully liable All persons with responsibility pursuant to this paragraph are constituted “the Client” and liability shall be joint and several
2 1 2 In the case of work for which our fees are to be reimbursed to you by a third party, payment of our invoice by you shall not be delayed because of non-payment of the third-party reimbursement
2 2 The basis on which the fees are calculated will be agreed with you when the instruction is confirmed i e a fixed fee, success fee or on a time basis (calculated on our prevailing hourly rates), as set out in the Letter, and the following provisions will apply:
2 2 1 Fixed fees: these assume that all information, access and communication we request is provided promptly by you or the relevant third party and in the specified format Should unreasonable delay or difficulties be experienced we reserve the right to charge additional fees
2 2 2 Success fees: this means a fee payable by you on completion of the specific instruction set out in our Letter
2 2 3 Time basis: this will cover all time expended on a matter including but not limited to travel, waiting for appointments, inspections and meetings We maintain time sheets daily which are allocated to each project If you require a breakdown between the different types of work, please notify us at the outset
2 3 After the expiry of 12 months from confirmation of our agreement on you countersigning the Letter, we may approach you regarding an amendment to our fee rates and our further input may be dependent upon the agreement of a reasonable adjustment to our fee rates
2 4 Additional Fees and Costs
2 4 1 Further Work: In the event that you require us to carry out further work in addition to the confirmed instructions or that any circumstances envisaged in paragraph 2 4 1 of these Terms and Conditions of Business shall arise, then we will be entitled to charge an additional fee based on our prevailing hourly rates for such work We shall notify you as soon as possible of the amount or basis of calculation of such additional fees
2 4 2 Exceptional Works: In the event that the work done on your project has to be handled with exceptional urgency, responsibility or skill, you should be aware that our hourly charging rates may increase to reflect those factors We will notify you if our charges have been increased for this reason From time to time urgent matters may require us to make special arrangements for out of-hours assistance from our support staff The direct cost of any such arrangements will be charged to you
2 5 Withdrawal Fee In the event of the agreement between you and us being terminated by either party prior to completion of the work envisaged in the Letter, the whole or an appropriate proportion of the agreed fees shall be charged on a time basis up to the time of termination and will become payable on the date on the invoice A fixed or percentage related fee will normally remain payable in full, notwithstanding the termination, including any relevant provision in the Letter
2 6 Other Costs & Charges You are responsible for all agreed charges for promotion or other costs Travelling expenses and other costs such as that for photography, photocopying, research, plans, dispatch, printing, stationery costs and facsimiles will also be reimbursed by you We reserve the right to require substantial costs and charges to be paid in advance If upon your agreement we instruct other professionals, such as consultants, to carry out work in relation to this matter, they will be instructed as your agents and you agree to be responsible for their fees
2 7 Timing of payment
2 7 1 Invoices for fees, costs and charges will normally be submitted monthly on a time incurred basis or as detailed in the Letter Invoices are payable in full within 28 days of the date of the invoice (in sterling) In the event of a dispute as to the amount of our fees and/or costs or charges, such sum as is not disputed shall be paid forthwith pending resolution of the dispute, irrespective of any set off or counter claim which may be alleged Any unresolved dispute relating to the amount of our fees shall be referred by either party to our agreement to the President of the Royal Town Planning Institute, whose decision shall be binding on both parties
2 7 2 We may require you to pay us a sum in advance In addition, we may require you, from time to time, to pay further sums on account of our fees or disbursements before they are incurred
2 7 3 In the event that our interim accounts remain unpaid, we reserve the right not to undertake further work on your project or any other project we have undertaken for you In those circumstances, it may be necessary for us to end our contract with you A closing invoice will be sent to you if our contract with you is terminated
2 8 VAT All our fees, costs and charges are exclusive of Value Added Tax which will be added to our invoices at the prevailing rate
2 9 Interest and Recovery of Fees
2 9 1 Interest may be charged on overdue accounts at the rate payable under the Late Payment of Commercial Debts (Interest) Act 1998, being 8% over Bank of England base rate as varied from time to time
2 9 2 If we find it necessary to use solicitors or other parties to recover agreed fees, costs or charges, you agree to pay all reasonable costs incurred by us
3 0 SERVICES, ASSIGNMENT AND INDEMNITY
3 1 Our duty in carrying out any services under this agreement will be limited to exercising reasonable care and skill in the performance of our obligations in respect of this agreement
3 2 We reserve the right to assign the liabilities and the assets of this contract to any company who is a member or associate of Chalk Creatives Ltd 3 3 You will not transfer any part or element of the service you receive from us to a third party without our express consent Where you, by your act or omission do so, you shall indemnify us against any liability arising from a third-party claim
4 0 TERMINATION You or we may at any time terminate the work we are undertaking to do for you by giving not less than 28 days’ written notice Notice by either side does not detract from our right to charge fees under clause 2 We will be entitled to keep all your papers and documents whilst there is money owing to us for charges and expenses
5 0 COMPLAINTS PROCEDURE We operate a formal procedure to deal with complaints from clients and others Your and our right to pursue any dispute through the courts is not affected by the resolution of a dispute through the complaints procedure or arbitration as referred to in paragraph 2 7 1 above
6 0 LIMITATION OF LIABILITY
6 1 Neither party will be liable for any loss or profit (other than in respect of our fees, costs or charges), or for any special, indirect or consequential loss or damage suffered by the other (including as a result of an action brought by a third party), save that nothing in this clause will exclude or restrict any liability which either party may have for death or personal injury arising out of negligence
6 2 We will not be liable for any loss as a result of your receipt of any information, data or communications supplied or sent by us electronically You will be responsible for ensuring that any materials sent by any electronic medium and/or by computer disc are and remain virus free
6 3 There shall be no liability in respect of any consequential or indirect loss arising from the performance of our obligations or the failure to perform our obligations in respect of this agreement, whether such loss be due to the negligence of ourselves or any of our employees or agents or to any other cause whatsoever
6 4 Not withstanding any other provision of the Terms and Conditions of Business, nothing in the Terms and Conditions of Business confers or purports to confer any benefit or right to enforce any of the terms on any person who is not a party to them
7 0 INDEMNITY Subject to paragraph 6 you will indemnify and keep us indemnified on an after tax basis against all losses, damages, costs and expenses suffered or incurred by us, arising out of or by virtue of your instructions to us or arising out of any act, omission or default by you, any joint agent or any other third party instructed by you, other than any losses, damages, costs and expenses arising by virtue of our default or negligence
8 0 USE OF INFORMATION Information provided to us by you, or relating to our instructions, for example disposal or acquisition terms, may, subject to the prior consent of you, be published or otherwise used by us either before or after the expiry or termination of our appointment
9 0 CONFIDENTIALITY We will secure the confidentiality of all information that is gathered during the course of the assignment
10 0 COMPETITION We will not take instructions from two or more clients in areas of vital interest without first informing each client on a confidential basis
11 0 POLLUTION LIABILITY We will not advise upon, nor be liable for, any losses incurred by the Client in respect of pollution or contamination and/or arising out of or in connection with pollution or contamination
12 0 DATA PROTECTION
12 1 You agree that we may pass information about you and the work we are undertaking for you to our advisors, associates and/or subcontractors 12 2 Your statutory rights are not affected under the Data Protection Acts 1984 and 1998
13 0 HEALTH AND SAFETY Unless specifically agreed to in writing by both parties, no undertaking will result in us or our agents, associates and subcontractors accepting responsibility for your obligations, or those of any other third party
14 0
ANTI-BRIBERY
14 1 For the purposes of this clause 14:
14 1 1 ‘Bribery Laws’ means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption; and
14 1 2 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it
14 2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: all of that party’s personnel; all others associated with that party; and all of that party’s sub-contractors; involved in performing the contract so comply
14 3 Without limitation to clause
14 2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf
14 4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 14
15 0 INTELLECTUAL PROPERTY
15 1 We shall indemnify the you from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the we shall have no such liability if you:
15 1 1 do not notify us in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
15 1 2 make any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without our prior written consent;
15 1 3 do not let us, at our request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
15 1 4 do not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
15 1 5 do not, at our request, provide the us with all reasonable assistance in relation to the IPR Claim (at the Client’s expense) including the provision of prompt access to any of your relevant premises, officers, employees, contractors or agents
15 2 If any IPR Claim is made or is reasonably likely to be made, we may at our option:
15 2 1 procure for your right to continue receiving the benefit of the relevant Services; or
15 2 2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification
15 3 Our obligations under clause 15 1 shall not apply to Services modified or used by you, other than in accordance with the contract or our instructions You shall indemnify us against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the us in connection with any claim arising from such modification or use
16 0 PROCESSING OF PERSONAL DATA
16 1 The parties agree that the you are a Controller and that we are a Processor for the purposes of processing Protected Data pursuant to the contract You shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data You shall ensure all instructions given by it to us in respect of Protected Data (including the terms of the contract) shall at all times be in accordance with Data Protection Laws and nothing in the contract relieves you of any responsibilities or liabilities under any Data Protection Laws
16 2 We shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the contract
16 3 You shall indemnify and keep indemnified us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 16
16 4 We shall:
16 4 1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without your prior specific written authorisation;
16 4 2prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub Processor under a written contract containing materially the same obligations as under this clause 16 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by us and ensure each such Sub-Processor complies with all such obligations;
16 4 3 remain fully liable to you under the contract for all the acts and omissions of each Sub-Processor as if they were its own; and
16 4 4ensure that all natural persons authorised by us or any Sub Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential
16 5 We shall (at your cost): assist the you in ensuring compliance with the your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to us; and taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data
16 6 We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without your prior written authorisation
16 7 We shall, in accordance with Data Protection Laws, make available to you such information that is in its possession or control as is necessary to demonstrate our compliance with the obligations placed on us under this clause 16 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 16 7)
16 8 We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data
16 9 On the end of the provision of the Services relating to the processing of Protected Data, at your cost and your option, we shall either return all of the Protected Data to you or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires us to store such Protected Data This clause 16 shall survive termination or expiry of the contract
17 0 NO PARTNERSHIP OR COMMERCIAL AGENCY
The parties are independent persons and are not partners, principal and agent or employer and employee and the terms of business do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf
18 0 THIRD PARTY RIGHTS
18 1 Except as expressly provided for in clause
18 2, a person who is not a party to the contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the contract 18 2 Any Affiliate of our shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of contract The consent of any such Affiliate is not required in order to rescind or vary the contract or any provision of it
19 0 ORDER OF PRIORITY
The Letter and terms of business are to be read together as a single document which make up the Terms of Appointment In the event of any conflict, the terms of the Letter will apply
20 0 ENTIRE AGREEMENT
The Terms of Appointment constitute the entire agreement and understanding between you and us as to the subject matter of the Terms of Appointment They supersede any prior agreement or under standings between you and us and no variation of the Terms of Appointment will be binding unless agreed in writing by both parties
21 0 NOTICES
All notices pertaining to this agreement or to the Letter are to be sent by first class post recorded delivery to the addresses which are in the Letter and are deemed to have been received within three days from date of posting
22 0 SEVERABILITY
If any provision of the Terms of Appointment is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Terms of Appointment will not be impaired
23 0APPLICABLE LAW & JURISDICTION
When the property in respect of which the services are to be provided is situated in the UK, except for Scotland, or outside the UK, this agreement shall be governed by English law and any disputes under this agreement shall be subject to the exclusive jurisdiction of the English courts When the property is located in Scotland, this agreement shall be governed by Scottish law and any disputes under this agreement shall be subject to the exclusive jurisdiction of the Scottish courts
