Contractor Agreement

This document, together with any attached drawings, plans, specification, schedules or other document which are expressly stated as, or it is clear by their nature they are intended to form part of this agreement (hereafter collectively referred to as the Agreement) creates a binding contract and establishes the Terms and Conditions between the Parties which govern the relationship.

The Parties

Sarrani Ltd, company number 10195419 with registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, hereafter referred to as ‘Sarrani’

And

YOU, here after referred to as ‘the Contractor’ Whereby

1. Sarrani is the Principal Contractor providing project management assistance to their Client and wishes to engage the Contractor and to benefit from certain skills and abilities of the Contractor in order to provide Works as set out within this Agreement.
2. The Contractor is an independent contractor willing and able to provide his time and such skills and abilities to Sarrani required to complete the Works in accordance with the terms of this Agreement.Sarrrani and the Contractor are hereafter referred to individually as a Party and collectively as the Parties.

   In Sarrani engaging the Contractor and the Contractor accepting to provide their services to Sarrani, both Parties acknowledge a full understanding of the terms of this Agreement (having taken legal advice if they consider it appropriate or necessary), agree to be bound by its terms and have full capacity and authority to enter into this Agreement.

   Definitions

   Within this Agreement the following words shall have the given meanings.

   ‘Certificate of Practical Completion’ means a document issued to show that all contracted works have been completed.

   ‘Completion Date’ means the intended, proposed or anticipated date for completion of the works or phase of the works.

   ‘Confidential Information’ means this agreement in its entirety and all discussions, arrangements, agreements, contracts, deeds, plans, data, specifications, manuals, business plans, aims and intentions, financial information, or other information not specifically listed but is identified as being confidential and shall include existing, prospective and presently unknown information.

   ‘Defect’ means any fault, error, flaw, imperfection, deficiency, weakness or omission in the Works, Materials, Products, specifications or workmanship.

   ‘Defects Liability Period’ means a period of time after completion of the Works when the Contractor may be recalled to rectify any Defects which appear or arise.

   ‘Estimate’ means a non-binding indication or best guess of the costs based on the limited or unconfirmed information or detail provided and is subject to change.

   ‘Execution’ means the act of entering into this Agreement.

   ‘Final Certificate of Completion’ means a certificate issued to confirm completion of the work and the performance of the Agreement.

   ‘Force Majeure’ includes but not limited to adverse weather, war, strikes, Governmental restrictions, power failures, failure of suppliers, carriers or other causes beyond the reasonable control of the Party.

   ‘Interim Certificate’ means a document issued any time before or upon Execution of this Agreement containing details of any payments to be made by way of instalments or any Retention.

   ‘Latent Defects’ means a Defect that cannot be discovered by reasonable inspection and may not become apparent until years after completion.

   ‘Materials’ means any item, article, component or mixture that is supplied and used in delivering the Works.

   ‘Normal Working Hours’ means between 8.30 am and 6.00 pm on a Normal Working Day.

   ‘Normal Working Day’ means any day where the Bank of England is open for business.

   ‘Notice of Defect’ means a method of informing the Contractor that there are Defects in the Works provided that needs to be rectified.

   ‘Principal Contractor’ shall have the same meaning as in the Construction (Design and Management) Regulations 2015.

   ‘Product’ means any component, part, fixture, fitting or item of furniture (whether fixed or not) supplied in delivering the Works.

   ‘Quotation’ means a fixed and binding price for caring out the proposed work.

   ‘Retention’ means a percentage (which shall not exceed 15%) of the quoted price that will be retained by Sarrani to guarantee completion or rectification of any Defects.

   ‘Schedule’ means a document attached to this Agreement which contains specific detail, specification, instruction or information.

   ‘Works’ means the contracted work to be carried out.

   Terms and Conditions

   1. The Agreement shall be executed and binding upon it being signed by both Parties and shall continue until terminated.
   2. Any document, Schedule, drawing , or plan that is intended to form part of the Agreement shall become binding when the document, Schedule, drawing or plan has been delivered to the Contractor along with sufficient clarification that it is intended to form part of this Agreement and the Contractor has provided written confirmation of receipt. All other documents used in processing or administration shall not form part of this Agreement.
   3. The Agreement constitutes the entire Agreement between the Parties and supersedes all previous agreements, understanding or representations (written or oral) between the Parties in relation to its subject-matter. In the event that there is any conflict between this Agreement and any other document then this Agreement shall always prevail.
   4. Each Party acknowledges that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. However nothing in the Agreement or its terms shall limit or exclude liability for fraud, whether the fraud was committed before, during or after the Agreement was executed.
   5. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless the amendment and any adjustment to the agreed price is in writing and signed by both Parties.
   6. The Contractor expressly acknowledges there is an Agreement between Sarrani and their Client and the Contractor agrees not to approach, contact or engage with the Client directly or indirectly without Sarrani’s prior consent, or attempt to poach any Works or otherwise interfere with the relationship between Sarrani and their Client.
   7. Both Parties warrant not to attempt to circumvent this Agreement in part or in full.Warranties
   8. The Contractor warrants they possess the skill, knowledge and resources to perform the obligations created by this Agreement.
   9. The Contractor warrants the amount quoted and stated within a Schedule is sufficient to support the performance of all its obligations expressed in this Agreement and implied by Law.
   10. The Contractor warrants not to provide a Quotation or undertake any Works for the Client outside of this Agreement.
   11. Sarrani warrants they have the means to pay the amounts due under this Agreement when they become due.Quotations
   12. Whilst ever this Agreement is in force, but subject to paragraph 13, Sarrani may invite the Contractor to submit Quotations for Works to be carried out on various premises or sites.
   13. The Contractor shall not be invited to submit Quotations unless all of the following conditions have been met –
       1. The Contractor has completed a pre-qualifying questionnaire provided by Sarrani;
       2. The Contractor has provided evidence of being a bone fide contractor, operating as a business or company;
       3. The Contractor has provided references from two previous customers who have or would agree to a visual inspection;
       4. The Contractor has agreed to and provided evidence that they will hold for the duration of this Agreement –
          1. Public liability insurance with a minimum cover of £5,000,000.
          2. Employee liability insurance with a minimum cover of £10,000,000, if the Contractor has employees.
       5. The Contractor has confirmed they are willing to guarantee the Works for a minimum of 12 months following the Completion Date.
   14. The invitation to provide a Quotation shall include all detail, information, plans, drawings, specifications or Schedules that are available.
   15. Where the Contractor has insufficient information or detail to provide Sarrani with a true or accurate cost, the Contractor may, if agreed by Sarrani, provide a non-binding Estimate.
   16. The Contractor shall allow for all work required in connection with the proposed Works, including isolation, draining down, opening up, exposing, raising floorboards, chasing, forming openings, making good, and all temporary support, shoring strutting etc. as necessary to enable the works to be undertaken as well as removal of the same and making good on completion.
   17. Estimates are not an offer to contract and are supplied without warranty, guarantee or obligation of any kind.
   18. An Estimate may, at any time be superseded by a Quotation.
   19. A document shall not be regarded as an Estimate unless the document has a heading clearly stating that it is intended to be an Estimate and not a Quotation.
   20. Nothing in this Agreement shall oblige Sarrani to invite the Contractor to provide a Quotation or the Contractor to accept an invitation from Sarrani.
   21. It shall be the sole responsibility of the Contractor to assess the Works (including preliminary or preparatory Works) and request more information where there is any doubt or ambiguity. The Contractor shall satisfy themselves before submitting a Quotation, by making a visit to the premises or site, where the Contractor at their sole discretion considers it necessary or appropriate.
   22. The Contractor shall price the Works to allow for completion of the Works within the time stated within the invitation or otherwise agreed between the Contractor and Sarrani.
   23. The invitation shall include a date when Quotations must be submitted, any Quotations submitted after the stated date shall not be considered.
   24. Where the Contractor accepts the invitation and submits a Quotation within the stated time then nothing within this Agreement shall oblige Sarrani to accept the Quotation.
   25. All Quotations must remain open for a minimum of 45 days.
   26. Where Sarrani accepts a Contractor’s Quotation, Sarrani shall inform the Contractor without undue delay.
   27. In the event that any information or detail provided by Sarrani which has been taken into account by the Contractor when preparing the Quotation proves to be false, misleading or inaccurate the Contractor reserves the right to withdraw or amend the Quotation.
   28. Acceptance of a Quotation by Sarrani may be subject to acceptance or approval of the Client’s insurer; in the event that the insurer declines or refuses the Quotation then the acceptance from Sarrani shall be cancelled.
   29. The Contractor acknowledges and accepts that clients have various rights in law, including the right to cancel their agreement with Sarrani within a specified cancellation period. In the event that the Client cancels the agreement with Sarrani at any time before the Works commence and for any reason then the acceptance of Quotation shall be cancelled without any liability whatsoever in Law, contract or tort.
   30. In the event that, after acceptance of a Quotation, the Client instructs Sarrani to change the agreed detail, requirements, specifications or otherwise alters anything which directly impacts on the amount of time or work required –
       1. Where the changes make reductions to the requirements the Contractor shall be obliged to offer a reasonable and realistic reduction to the price or costs stated to reflect the reduced work.
       2. Where the changes increase the requirements the Contractor shall be entitled to increase the amount charged by a reasonable and realistic amount to reflect the extra work involved.
   31. At any time prior to, or at the Execution of this Agreement an Interim Certificate may be issued by Sarrani to reflect any arrangements for payments to be released by way of instalments, which may be dependent on specific and stated milestones being achieved, and details of any Retention where a Retention is agreed or required.The Works
   32. The Works shall be as stated within a Schedule of Works, plans, drawings or other documents.
   33. It is expressly understood that the Contractor is an independent contractor with respect to the Works provided under this Agreement and neither the Contractor nor anyone employed or engaged by the Contractor shall be deemed for any purpose to be an employee, agent, servant, partner or representative of Sarrani.
   34. Sarrani is registered under the Construction Industry Scheme (CIS) and all requirements of that scheme shall apply.
   35. In performing the Work, the Contractor shall have full responsibility for the manpower, Works, Materials and Products supplied or provided by a third party, including employee, subcontractor, agent or company who is appointed by the Contractor to provide manpower, Works, Materials or Products on their behalf. Any obligation placed upon the Contractor in providing Works, Materials or Products shall apply equally to the third party.
   36. Sarrani shall be at liberty to require the Contractor to remove from the premises any employee, subcontractor, agent or other third party whose conduct is inconsistent with this Agreement or regulatory requirements with particular regard to health and safety, good standards or practices, or any other reason that Sarrani considers appropriate or reasonable.
   37. The Contractor shall be responsible for preparing the premises, the carrying out of the Works and the removal of all construction generated debris from the premises upon completion. Sarrani may also require the Contractor to clean away debris during the term of the Contract.
   38. If towers are to be used with chutes for the removal of debris, then the towers must be fitted with an alarm, which is to be controlled, armed and disarmed from a central control panel situated within the front elevation main entrance internal communal hallway or designated room. The control panel is to feature an audible and visual tamper and fault indicator and whether the system is armed or disarmed. Sarrani is to be sent details on how to arm and disarm the system so that they are able to inform all residents within the building. A prominent sign is to be fixed to the scaffolding to all elevations indicating that the scaffold is fitted with an alarm protection system.
   39. The Contractor shall be provided with a copy of the health and safety arrangements and assessment for the premises. The Contractor accepts full responsibility for the health and safety of all personnel under their control for compliance with such arrangements. The Contractor must provide for the efficient protection of the public, the appliances, servants and property, the owners and/or other persons occupying or using the premises and the occupants of adjacent property, during the progress of the works. All plant of any description must be provided with efficient protection such that persons cannot use or trespass on them.
   40. The Contractor shall immediately inform Sarrani of any incident, occurrence, situation, fault or error in the design or structure of the premises that creates causes or increases risk to the health and safety of any person on the premises, whether that risk is current or anticipated.
   41. The Contractor shall provide a competent foreman on site at all times throughout the duration of the Contract, and will take a photographic record of works to be forwarded to the Sarrani when requested.
   42. Works may be scheduled and delivered in instalments or phases and such instalments or phases may not be continuous, the ending of one instalment and the beginning of the next may be interrupted by Works carried out by another contractor.
   43. Where the Works form part of the whole project, other contractors may be carrying out work in conjunction with, or within the same workspace as another contractor. The Contractor shall cooperate with other contractors in all respects.
   44. Where the Works involves multiple contractors, the Contractor shall provide Sarrani with a schedule of dates and times of any deliveries to the property or site to ensure that there are no conflicts with other scheduled deliveries.
   45. The Contractor shall carry out the Works and provide any services with reasonable care and skill.
   46. The Works shall be carried out between 8.00 am and 6.30 pm on Normal Working Days. Under no circumstances, including circumstances which may result in a delay, shall the Contractor carry out any Works outside of the stated Normal Working Days and Hours without the express consent of Sarrani and the Client.
   47. The Contractor and shall comply with all building codes, regulations, standards and specifications, including quality of Materials where the Contractor provides those Materials and the quality of the workmanship).
   48. All materials are to be utilised strictly in accordance with manufacturer’s recommendations.
   49. All materials condemned by the Sarrani are to be removed from the site immediately.
   50. In the event that, in the carrying out of the Works, the Contractor discovers the presence of any asbestos-based or other hazardous Materials, they shall inform Sarrani immediately.
   51. The Contractor shall at his own cost obtain all permits or permissions required or necessary to carry out the Works and shall include such costs within their Quotation.
   52. It shall be the responsibility of the Contractor to locate and identify all cables and pipes used in the supply of utility services and to work around those cables and pipes.
   53. Sarrani cannot guarantee the availability of water or electricity. The Contractor is advised to clarify the provision of services prior to the submission of their Quotation, and to make all allowances as necessary.
   54. The Contractor shall provide and be responsible for payment for all artificial lighting and power required for the works, together with temporary arrangements for distribution about the site and make good all works disturbed. All temporary lighting and power shall be installed and tested in accordance with the current edition of the IEE Wiring Regulations, Health & Safety at Work Act 1974 etc. and all relevant British Standards. Temporary lighting and power outlets and distribution shall be delivered from a suitably rated and protected 110 volts source centre tapped to earth, the primary supply being controlled by an earth leakage circuit breaker with a 30ma, 30msec tripped characteristic. It is, however, anticipated that it will be possible to use the power source at the premises. The Contractor would be advised to confirm this and to make any allowances as necessary. All portable tools and luminaries shall be suitable for operation from a 110 volt electrical supply, also luminaries shall be of the enclosed type to the appropriate degree of protection.
   55. The Contractor is to provide all necessary toilet and washing facilities to comply with all statutory regulations and with the code of welfare conditions for the building industry. No toilets within the building are to be used without the consent of the building owner or Principle Contractor and where these are used, subject to the above, these must be kept clean at all times. It is anticipated that facilities will be provided within the building itself for the above purposes. It must be ensured that all temporary services are connected including power and water.
   56. The Contractor shall take all necessary steps and precautions to protect and prevent damage to –
       1. areas of the property or site that are not affected by the Works including but not limited to buildings, fences, walls, gates, paths, driveways, gardens and rooms;
       2. any furniture, fixtures and fillings, windows, floor coverings;
       3. any adjoining property or site;
       4. the environment from pollution or nuisance by dust, rubbish, noise or any other cause.
   57. The Contractor will be required to repair any damage caused to surfaces or flooring due to inadequate or inappropriate protection.
   58. The Contractor is to allow for making amicable arrangements with the owner or other responsible persons in charge for windows or doors to be left open and for gaining access to the buildings when required. All ladders to be secured away when site unattended. If amicable arrangements for such facilities are refused or are unobtainable, the Contractor is to inform Sarrani. Under no circumstances is the Contractor or their employees to enter a building or to open doors and windows without the permission of the owner or other responsible persons in charge. All openings and windows are to be left secure on completion.
   59. The Contractor shall be responsible for the stability and structural integrity of the premises, site or adjoining property and the Contractor shall provide and maintain all supports, shoring, strutting or any other measures either temporally or permanently as necessary or required to preserve stability and integrity.
   60. Smoking is not permitted in the premises or site except in designated areas.
   61. Any Materials or Products that are supplied by the Contractor and when no specific quantity or specification is provided within the Schedule of Works then the Contractor shall ensure that the Materials or Products are –
       1. Fit for purpose including where any specific purpose has been disclosed;
       2. Of sufficient quality, quantity, specification and durability to complete the Works to a professional standard and shall comply with the current standards of the British Standards Institution.
   62. Where any Materials or Products are subject to any legal requirements, standards, limitations or restrictions then the Contract shall comply with those requirements, standards, limitations or restrictions.
   63. If any of the Materials or Products are unavailable, in short supply or undeliverable within any deadlines or milestones, then the Contractor may substitute Materials or Products of a similar or comparable quality which the Contractor deems readily procurable. If there is any doubt as to the suitability or quality of any substituted Materials or Products then the Contractor should seek the opinion and approval of Sarrani.
   64. The Client, Sarrani or the insurer may deem the quality, quantity or specification of any Materials or Products that have not been agreed or approved to be unsatisfactory or not fit for purpose then the Contractor shall replace the Materials at their own cost.
   65. Where the Works are for the provision of skilled manpower only and the Materials are to be provided by Sarrani or their Client then the Contractor shall provide the manpower, tools and equipment to perform their obligations. All Works shall be carried out with the highest degree of skill and care.
   66. Sarrani accepts no responsibility whatsoever, for loss or damage to tools, materials, etc. left on site.
   67. Where the Works include design duties or responsibilities implied in law then the Contractor shall accept all liabilities for the design work.
   68. Where any part of the Works requires inspection or approval of Sarrani, the Contractor shall make a request to Sarrani by giving a minimum of one Normal Working Day notice.
   69. The Contractor shall keep the area affected by the Works and any access points clean and free of all obstacles.
   70. Time will be of the essence of the Agreement and the Contractor shall complete the Works within the time allowed including for any overtime or weekend working by agreement and as necessary in order to complete the Works within the specified timescale.
   71. Where it becomes apparent that the Works will not be completed by the date for completion, for reasons beyond the control of the Contractor, including compliance with any instructions of the Client or Sarrani, the Contractor shall thereupon in writing so notify the Sarrani who shall make, in writing, such extension of time for completion as may be reasonable. Where no written request has been forthcoming Sarrani shall determine any extensions as they deem reasonable.Delays
   72. In the event that the Works are not completed by a stated instalment, phase or Completion Date, then subject to the exclusions in paragraph 74 the Contractor is liable for any loss or damages suffered by Sarrani.
   73. Where actual loss or damage cannot be easily or adequately quantified then liquidated damages shall become due at the rate of 0.5% of the value of the contract per day, up to maximum of 10% of contract value. This does not apply if the delay is caused by Sarrani or their Client.
   74. The Contractor cannot be held responsible or liable for delays caused by, or as a result of –
       1. Anything done or not done by Sarrani;
       2. Anything done or not done by Sarrani’s Client;
       3. Anything done or not done by another contractor who was not working directly with or for the Contractor;
       4. A force majeure event;
       5. Anything done or not done that could not have been reasonably foreseen or was beyond the reasonable control of the Contractor, in the interest of clarity anything done or not done by an employee, subcontractor, agent or supplier of the Contractor shall not be regarded as beyond the Contractor’s control.
       6. Additional work that is necessary but is not discovered or does not become apparent until the Works have begun, and when the additional work could not have been reasonably foreseen when assessing the Works prior to the Contractor providing a Quotation.
   75. Sarrani shall serve a notice of non-completion on the Contractor providing detail of the Works not completed and any loss or damage suffered, or the implementation of liquidated damages. Any fees payable to the Contractor may be reduced by the damages.Defects
   76. All Services shall be completed to the satisfaction of Sarrani, their Client and the Client’s insurer.
   77. In the event that the Contractor fails to provide Works to the required standards or a satisfactory standard or has Defects at any time whilst the Works are being undertaken or upon completion of the Works or a phase, or during the Defect Liability Period, Sarrani may, by serving a Notice of Defect upon the Contractor, request the Defect is remedied.
   78. The Notice of Defect shall contain sufficient detail for the Contractor to fully understand the issues, the required remedy and the timeframe for implementing the remedy.
   79. Where a Notice of Defect is received the Contractor shall –
       1. Acknowledge receipt of the notice within 3 working days; and
       2. Confirm the requested remedy will be provided; or
       3. Dispute or contest the notice.
   80. Where the Contractor disputes the Notice of Defect the Contractor shall serve a counter notice stating the reasons of the dispute within 3 Normal Working Days where –
       1. The stated failure of the Contractor was as a result of a Force Majeure event or a delay or failure of a third party beyond the control of the Contractor. A failure of an employee, subcontractor or agent of the Contractor shall not be considered to be beyond the control of the Contractor;
       2. The required remedy exceeds what would be reasonably required;
       3. The stated timeframe for rectifying the Defect is impractical or unreasonable;
       4. Any other reason which makes the notice unreasonable or unfair.
   81. Where a remedy cannot be agreed between the Parties they may agree to refer the dispute to an independent arbitrator or assessor, the cost of which shall, unless expressly otherwise agreed, be shared equally between the number of Parties.
   82. The Contractor shall have no liability for Defects that Sarrani consider to be as a result of –
       1. Misuse or accidental damage by the Client;
       2. The Client not complying with any limits or restriction included with a statement provided by Sarrani. The Contractor shall make Sarrani aware of any such limits or restrictions that may apply, examples would be –
          1. Installing furniture;
          2. Decor or floor covering:
          3. Actual occupation or use;
          4. The weight that may be applied;
          5. Use of power or appliances;
          6. Any other matter that may damage or interfere with normal drying, setting or settlement;
       3. Negligence of the Client;
       4. Attempted repairs by the Client or a third party attempting to carry out repairs under the instruction or with the agreement of the Client;
       5. Improper or inadequate maintenance;
       6. Wear and tear
       7. As a result of a Force Majeure event;
   83. A Notice of Defect may not be a complete and comprehensive list of all Defects.
   84. The Contractor shall rectify, replace or redo any Defect that is included in a Notice of Defect within the specified time period at their own cost.
   85. The Contractor shall also be liable for damages for any delays that occur as a result of the Defect needing to be rectified.Completion of Works
   86. Upon completion of the Works (including cleaning and removal of all protective sheets or covers), the Contractor shall inform Sarrani that the Works have been completed.
   87. Sarrani shall, without undue delay, inspect the Works. In the event that Defects are identified or apparent then the Sarrani shall issue a Notice of Defects.
   88. Upon completion of the Works and any Defect that is subject to a Notice of Defect having been rectified, Sarrani shall issue a Certificate of Practical Completion.
   89. Issuing a Certificate of Practical Completion shall have the effect of –
       1. Ending the Contractor’s liability for liquidated damages that would become payable in the event that the Works or instalments of Works were not completed by the Completion Date.
       2. Commences the Defects Liability Period.
       3. Where a Retention was required and agreed, releasing the percentage of the Retention specified by Sarrani and accepted by the Contractor prior to the commencement of the Works which shall be no less than 50%.Defects Liability Period
   90. Notwithstanding any warranty, guarantee or condition implied in Law the Contractor shall guarantee all Works are completed in accordance with this Agreement, including the workmanship for a period of 12 months (the Defect Liability Period) beginning on the day a Certificate of Practical Completion is issued. The Default Liability Period shall survive termination of this Agreement.
   91. The Contractor shall fully indemnify Sarrani against any claims which may arise during the Defect Liability Period resulting from Defects (including Latent Defects), faults, errors, workmanship, Materials or Products supplied by the Contractor.
   92. The Default Liability Period within this Agreement does not replace or interfere with any statutory rights or time limits for claims that cannot be limited or contracted out.
   93. Where any Defects become apparent within the Defect Liability Period Sarrani shall issue a Notice of Defect.
   94. In the event that the Contractor refuses or fails to rectify a Defect within the time specified within the Notice of Defect then Sarrani may appoint an alternative contractor to rectify the Defect and claim the costs, charges and fees from the Contractor.
   95. Where the Contractor intends to make a claim under an insurance policy then the Contractor shall inform Sarrani as soon as is reasonably possible.
   96. Sarrani shall, upon the Contractor informing Sarrani that the Defects have been rectified, inspect the Works. When the Defect has been rectified to the satisfaction of Sarrani, their Client and where necessary, the insurer, then Sarrani shall issue a Certificate of Making Good Defects.
   97. At the end of the Default Liability Period, Sarrani shall issue a Schedule of Defects which shall contain details of any Defect that arose or became apparent during the Defect Liability Period that have not been rectified. When all Defects have been rectified, repaired or re-done Sarrani shall issue a Final Certificate of Completion.
   98. A Final Certificate of Completion shall not be conclusive for any matter that is –
       1. The subject of any dispute, claim or proceedings; or
       2. Any Latent Defect; or
       3. Any liability or obligation implied in law.
   99. Upon Sarrani issuing a Final Certificate of Completion, the Contractor shall be released of any obligation under the Defect Liability Period and Sarrani shall release the balance of any Retainer.Charges and Payment
   100. Interim payments may be made at suitable intervals on request for completed works of intervals of not less than 8 weeks.
   101. In consideration for the Works, the Contractor shall be entitled to receive the fees and charges on the due dates as stated in an attached Schedule or Interim Certificate. Payment shall be by bank transfer unless otherwise agreed.
   102. If the fees and charges are to be paid upon completion of instalments, phases or milestones then the due date shall be stated within a Schedule of Works or an Interim Certificate subject to the Contractor providing written confirmation that the instalment or phase has been completed or milestone achieved and Sarrani have satisfied themselves of such, which may include a visual inspection of the Works that shall be carried out without undue delay.
   103. Where any fee or charge is not made within 60 days then the Contractor may charge interest at 8% above the Bank of England base rate per annum. If the amount due has not been paid 14 days after the due date then the Contractor may withhold his services without being in breach of contract until payment is received. Any completion date may be extended by the same period that any services were withheld.
   104. Where a Retention is required and agreed, at least 50% of the Retention shall be released upon issuing a Certificate of Practical Completion and the balance released upon Sarrani issuing a Final Certificate of Completion. Sarrani may deduct from the Retainer any amount needed to rectify any Defect that was included in a Notice of Defect that was not rectified.Termination
   105. This Agreement shall terminate upon either Party serving notice of not less than one month on the other Party, beginning on the day after all existing and future scheduled obligations have been performed, in the interests of clarity whilst ever there is a Schedule attached to this Agreement that has not been completed or unpaid invoices then full performance of all obligations has not been achieved.
   106. Either Party may terminate this Agreement without notice –
        1. In the event of a material breach of the Terms and Conditions that cannot be rectified within 7 days, or if the Works will or are likely to be completed in less than 7 days, the period to rectify or remedy the breach shall be the day before the anticipated or stated completion date, or any other period expressly agreed between the Parties.
        2. Where either Party becomes incapable, financially or otherwise, of performing their obligations, including but not limited to death, mental or physical incapacity, insolvency, bankruptcy or winding up (or proceedings are initiated to that effect).
        3. Where either Party is or becomes involved in any illegal or unlawful activity whether the activity is connected to this Agreement or not.
        4. By mutual consent.
   107. Termination is effected by service of a notice, except where termination is by both Parties performing their obligations when no notice is necessary.Effects of Termination
   108. Both Parties shall be relieved of their obligations under this Agreement, however termination shall not prejudice or interfere the rights or obligations of either Party accrued prior to termination.
   109. Where either Party terminates this Agreement prior to the completion of the works then Sarrani shall be entitled to appoint an alternative contractor.
   110. Any rights or obligations that by their nature, intent, purpose or by specific contractual reference survive termination shall continue to have full effect.Liabilities
   111. Each Party unconditionally indemnifies the other, its employees, agents and representatives, and holds harmless against all claims, including damage or loss of property or possessions, legal fees, losses, costs and other expenses in any actions resulting from their own –
        1. breach of the Terms & Conditions herein;
        2. poor performance (including workmanship); or
        3. negligence.
   112. Nothing in this Agreement shall remove or limit either Party’s liability for Fraud (including fraudulent misrepresentations), or death/injury resulting from negligence or fraud.
   113. Neither Party shall be held in breach of this Agreement, or held liable in damages for any event, delay or default resulting from a Force Majeure event providing that the Party experiencing the difficulty provides prompt written notification.Notices
   114. Any notice necessary or required under the provisions of this Agreement shall be served by hand or by way of recorded delivery mail or courier service or electronic mail.
   115. Notices shall be deemed to have been served immediately if by hand, upon signing if by recorded delivery or courier, or 1 hour after sending an electronic mail if the electronic mail has not been returned undelivered.Confidential Information
   116. The Contractor shall not, whether on its own behalf or in any capacity for or by any other person, firm or company use, copy, save, store, process, disclose, publish, reproduce, discuss or otherwise reveal any Confidential or Propriety Information relating to Sarrani (or any of its associated companies), its business, trade secrets, affairs or conduct of any of its or their clients, customers or employees except where –
        1. it is absolutely necessary for the purposes of performing a contractual obligation; or
        2. express prior written permission has been given by Sarrani.
   117. Confidential Information shall include, but is not limited to –
        1. this Agreement in its entirety;
        2. all discussions, arrangements, aims, intentions, ideas, proposals, concepts, research, data, targets, objectives, market testing, forecasts and predictions, whether documented or not;
        3. pricing, discounts, costs, commissions or other financial information;
        4. documents, agreements, records, contracts, deeds, plans, data, data bases, financial information, specifications, manuals, business plans, policies;
        5. procedures, processes, methods , techniques, commercial knowledge and know-how;
        6. the names and details of contacts, clients, suppliers, agents, consultants, partners, sponsors, employees and volunteers;
        7. Intellectual Property including trademarks, trademark applications, trade names, trade secrets, copyright, design rights, moral rights, patents, patent applications, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with Sarrani and whether in existence at the date hereof or created in the future;
        8. information produced, created or complied by any person in providing support, assistance, guidance and advice;
        9. all information that is not generally or publicly known relating to the Sarrani’s business activities;
        10. other information not specifically listed but is identified or marked as being confidential and shall include existing, prospective and presently unknown information.
   118. Where paragraph 116a) applies then the Contractor shall inform the recipient of the Confidential Information of the restrictions on its use, if the recipient is not willing to accept the confidential nature of the information then the Confidential Information shall not be disclosed or revealed.
   119. Confidential Information may be given in writing or verbally..
   120. Nothing within this, or any other Agreement shall require, compel or oblige Sarrani to disclose Confidential Information.
   121. Ownership of the Confidential Information shall at all times remain the property of the Sarrani, nothing within this Agreement shall be construed as conferring, transferring or granting any right, by license or otherwise, to use any Confidential Information beyond or outside of the terms of this Agreement.
   122. Paragraphs 116 to 121 shall survive termination of this Agreement.Law and Jurisdiction
   123. The Agreement shall only be available in the English language. In the event that an Agreement is translated into any other language the English version shall always prevail.
   124. If any provision of this Agreement is, or shall become invalid or unenforceable in the opinion of a court of Law it shall in no way affect or diminish the remainder of the Agreement and it shall remain valid and enforceable to the fullest extent permitted by Law. Both Parties shall seek and agree an alternative provision that is valid and enforceable and reflects the intent of the original term.
   125. Nothing within this Agreement shall be construed as creating any privity of contract between the Contractor and Sarrani’s Client. It is agreed that no person or company other than the Parties shall have any rights, benefits or obligations under this Agreement or any part of it and the Contract (Rights of Third Parties) Act 1999 shall not apply.
   126. No forbearance, indulgence, relaxing, inaction or delay in either Party enforcing performance, its contractual or legal rights shall prejudice, restrict or otherwise diversely affect the rights of that Party to enforce its rights at a later date or later breach.
   127. The Agreement, its construction, formation and any contractual disputes or claims shall be governed by and in accordance with English Law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.