1. Definitions

In this Agreement unless the context otherwise requires, the following terms shall have the meanings ascribed to them in this Cause:

““Client”” means the Person and Principal Design Entity (PD) and Designated Operational Entity (DOE) to whom the Services will be provided under this Agreement acting and employed on behalf of the Responsible Person or Duty Holder.

"The Responsible Person and Duty Holder" means the owner or management representative of the project with responsibilities for ownership, maintenance, health, and safety.

“Deliverables” means the report, advice, or recommendations to be provided by Bianchi Lighting, as agreed between the parties from time to time in writing.

“Fees” means the sums to be paid to Bianchi Lighting by the “Client” in consideration of provision of the Services by Bianchi Lighting.

“Intellectual Property Rights” means all patents, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.

“Schedule” means the document attached to this Agreement outlining the Services to be provided by Bianchi Lighting.

“Services” means the services to be provided by Bianchi Lighting, as specified in the Schedule, or as agreed in writing from time to time between the parties.

2. Commencement and Duration

2.1 Notwithstanding anything else in this Agreement, this Agreement shall commence on the date of execution

2.2 This Agreement shall continue in force until the Services are provided or unless the Agreement is terminated in accordance with Clause 11.

3. Supply of Services

3.1 This Agreement shall apply to any Services provided by Bianchi Lighting to the "“Client,” and all other terms and conditions shall hereby be expressly excluded.

3.2 This Agreement constitutes the entire agreement between the parties.

3.3 Bianchi Lighting shall provide the Services specified in the Schedule.

3.4 The “Client” shall provide all documentation necessary for Bianchi Lighting to provide the Services, and this shall include, but not be limited to drawings, building floor plans. RCP drawings, elevations with an outline of tasks or list of requirements.

3.5 This Agreement shall apply to the exclusion of any other terms which the "“Client” may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealings.

3.6 Bianchi Lighting shall provide a report and drawings indicating proposed lighting performance and layout drawings showing the lighting positions.

3.7 If the “Client” requires any changes to the lighting proposal or scope of Services, such changes must be in writing.

3.8 Bianchi Lighting shall be under no obligation to agree to any changes unless the parties have also agreed any additional Fees in respect of such work.

3.9 Any extra Fees must be agreed in writing.

3.10 The Services shall be provided remotely, supported by site survey, as necessary.

3.11 Bianchi Lighting reserves the right to charge reasonable costs for attending at the site and/or the “Client’s” office.

4. Time for performance of the Services

4.1 Subject to receipt of information from the “Client” in a timely manner, Bianchi Lighting will provide the Services within a reasonable period of time, in line with the estimated completion date as stipulated in the Schedule.

4.2 Bianchi Lighting and the “Client” shall agree deadlines for completion in writing for the Deliverables.

4.3 For the purposes of this Agreement, the Bianchi Lighting working hours shall be 09.00 until 17.00, Mondays to Fridays, excluding bank and public holidays.

4.4 The expected deliverables shall be allocated reasonable time to identify, source and, provide the service.

4.5 Time shall not be of the essence for the purposes of this Agreement.

5. The Fees and payment

5.1 The total Fees shall be the sum specified in the Schedule, based on the rate set by Bianchi Lighting.

5.2 The rate and estimated duration is based on the original specification provided by the “Client” and may be subject to change if that Specification changes.

5.3 Bianchi Lighting shall issue invoices to the “Client” at agreed intervals.

5.4 The Fees are subject to provision of full information by the “Client.”

5.5 Bianchi Lighting shall notify the “Client” if the Fees are likely to exceed the agreed budget and shall agree any changes with the “Client” in writing.

5.6 Where requested, BLL may require payment upfront.

5.7 There might also be staged payment depending upon the provision of drawings and reports by Bianchi Lighting.

5.8 All invoices shall be due for payment within 14 days of the date of the invoice, subject to contrary notice, or as otherwise specified in the invoice.

6. Remedies for non-payment

6.1 In the event of non-payment, Bianchi Lighting reserves the right to suspend any work or not to commence work on behalf of the “Client” until payments of all outstanding amounts are received in full.

6.2 Bianchi Lighting also reserves the right to charge interest at the rate of 8% above the base rate of 0.5% with an additional administration Fee of £150 to be applied for each calendar month that the sum remains outstanding until payment is received in full.

7. Standard of services

7.1 Bianchi Lighting shall use reasonable endeavours to provide the Services with all due skill and care.

7.2 The “Client” acknowledges their obligations under CDM Regulations and shall act with Due Diligence. In providing the Services, Bianchi Lighting is reliant upon receiving correct instructions and information from the “Client,”

8. Responsibilities of the “Client”

8.1 The “Client” shall provide all reasonable co-operations with BLL to enable Bianchi Lighting to provide the Services under this Agreement, with access to all any Duty Holders as needed.

8.2 The obligation in clause 8.1 shall include but not be limited to the “Client” ensuring that Bianchi Lighting has all documents, drawings, and other information which Bianchi Lighting may reasonably require in order to provide the services.

8.3 The “Client” shall comply with all relevant obligations under the Construction, Design and Management Regulations 2015, or as amended or re-enacted from time to time.

8.4 The “Client” shall ensure that those persons involved in this Agreement are competent to carry out the tasks required to be undertaken.

8.5 The “Client” shall further appoint a Principal Designer with overall responsibility for the project who shall be responsible for health and safety, Construction phase Plan and shall issue notices for notifiable projects.

8.6 The “Client” shall ensure that the Principal Designer has the “Client’s” authority to issue instructions, make decisions and otherwise act on behalf of the “Client.” and will be reasonably available for Bianchi Lighting to obtain instructions and information, during normal working hours, or that a suitable replacement is available, if necessary.

8.7 The “Client” shall ensure that all instructions to Bianchi Lighting are given in writing.

8.8 The “Client” shall ensure that the reports and drawings provided by Bianchi Lighting meet the “Client’s” needs and the Specification as identified in the Schedule.

8.9 The “Client” shall promptly review and comment on the drawings, reports, or any Deliverables.

8.10 Bianchi Lighting shall not be liable for any acts or omissions arising as a result of the “Client’s” failure to provide prompt instructions or comments on drawings, reports, or Deliverables.

9. Intellectual property rights

9.1 The “Client” shall ensure that all original designs, graphics, artwork or other documentation or materials provided by the “Client” to Bianchi Lighting are free from any third party IPR.

9.2 The “Client” shall indemnify Bianchi Lighting against all claims, losses, damages, arising directly or indirectly as a result of any third party claim against Bianchi Lighting for breach of IPR of a third party.

9.3 Bianchi Lighting shall retain the IPR in all software used by Bianchi Lighting in provision of the drawings and reports.

9.4 Any other IPR in the Deliverables shall be retained by Bianchi Lighting until payment is received from the “Client” in full.

9.5 Notwithstanding anything contained in this Agreement or at law, Bianchi Lighting shall be entitled to use all or any part of the IPR in the Deliverables with any third party, without payment of royalties or any other sums to the “Client.”

10. Limitation of liabilities

10.1 Any complaints about the Services shall be notified to Bianchi Lighting within seven (7) days of provision of the Deliverables to the “Client”.

10.2 The maximum liability of Bianchi Lighting under this Agreement shall be 100% of the Fees payable as listed in the Schedule.

10.3 Bianchi Lighting shall use reasonable endeavours to maintain insurance to cover its obligations under this Agreement up to the limit defined by the policy for professional indemnity; public liability and product liability insurance.

10.4 Bianchi Lighting shall not be liable for any acts or omissions caused directly or indirectly by the “Client’s” failure to provide sufficient, timely instructions, drawings, specifications, information, or access.

10.5 Bianchi Lighting shall not be liable for any indirect losses, loss of profits, loss of contracts, consequential or special losses, or any other losses which were not reasonably foreseeable at the date of this Agreement.

11. Termination

11.1 Bianchi Lighting shall be entitled to terminate this Agreement where any breach of conditions are identified.

11.2 Bianchi Lighting shall be entitled to terminate this Agreement for non-payment, where any sums remain outstanding for 45 days from the date of the invoice.

11.3 If any sums remaining outstanding for 75 days, Bianchi Lighting will be entitled to recover from the “Client” debt recovery costs in addition to the outstanding original sum

11.4 Either party can terminate this Agreement for a breach, which being capable of remedy, is not remedied within 14 days’ notice from one party to the other requiring the breach to be remedied.

11.5 Either party can terminate this Agreement forthwith if the other is declared bankrupt or becomes insolvent.

11.6 Bianchi Lighting can terminate if the “Client” does not meet its obligations under this Agreement.

12. Temporary Suspension of Services

12.1 Either party can issue a temporary time limited suspension to the contract where design changes and requests for information may need resolution. The maximum time limitation is 30 days, or, by mutually consensual periodic review.

12.2 Request for Information (RFI). During the process of conducting the contract, it is expected that Bianchi Lighting Limited may issue RFI’s necessary to complete the contract. Timeline for collaboration for the “Client” to respond to these RFI’s is 14 days, or by short extension to this by mutual consent.

12.3 If “Client” design changes necessitate suspension of services, the time limitation for such suspension is limited to 14 days, or by short extension to this by mutual consent.

12.4 Should responses to existing RFI’s, or, temporary suspension extend beyond the limited time period, or, collaboration and mutual consent not be agreed by both parties, the “Client” shall pay Bianchi Lighting a pro rata amount for any work carried out but not completed at the date of expiry of the time limitation.

12.5 Should RFI’s or temporary suspension extend to periods beyond 30 days without collaboration by the “Client” to resolve the design issues, Bianchi lighting Limited may terminate the existing agreement. Obligations within the contract under Termination and Post-Termination clauses shall apply.

13. Post-termination obligations

13.1 In the event that this Agreement is terminated for any reason, the “Client” shall pay Bianchi Lighting a pro rata amount for any work carried out but not completed at the date of termination.

13.2 All IPR shall remain with Bianchi Lighting until payment in full has been received by Bianchi or all drawings, reports or Deliverables are returned to Bianchi Lighting.

13.3 The “Client” shall not be entitled to use any Deliverables, drawings, or reports, whether or not modified, until Bianchi Lighting has received payment in full in accordance with this Agreement.

14. Data Protection Act

14.1 Both parties shall maintain such registrations as are necessary under the Data Protection Act 2018 and shall indemnify the other against any claims arising directly or directly from a breach of the Data Protection Act 2018.

14.2 Any data provided by the “Client” for quotation purposes only may be retained for record and audit purposes by Bianchi Lighting Bianchi Lighting but shall not be knowingly issued to any third parties save as strictly necessary to provide the quotation costs to the “Client.”

14.3 In the event that the “Client” rejects the quotation, all data will be archived

15. Confidentiality and publicity

15.1 Each party shall treat as confidential all information obtained from the other and shall not divulge such information to any person (except to employees on a need to know basis), without the other party’s prior written consent.

15.2 This Clause shall not apply to information which was rightfully in the possession of either party before the negotiations leading to this Agreement; or is already public knowledge or becomes so at a future date (otherwise than as a result of breach of this Clause); or needs to be disclosed by law.

15.3 Neither party shall use the name of the other party in any publicity, advertisement nor other such disclosure without the prior written consent of the other party and such consent is reasonably withheld or delayed.

15.4 The foregoing obligations as to confidentiality and publicity shall survive termination of this Agreement.

16. Force majeure

16.1 Neither party shall be liable for any acts or omissions which occur as a result of events beyond the reasonable control of that party.

16.2 The other party can terminate this Agreement, without liability on either party, if the event continues for more than 28 days.

17. Non-Solicitation

17.1 The “Client” shall not solicit or employ any employee or agent of Bianchi Lighting for six (6) months after termination of this Agreement, either directly or indirectly, without the prior written consent of Bianchi Lighting.

17.2 In the event that the “Client” employs or solicits an employee of Bianchi Lighting, the “Client” shall pay Bianchi Lighting a sum equivalent to 50% of the Fees paid by the “Client” to Bianchi Lighting over the preceding calendar year, or part thereof.

18. Third parties

18.1 Any person who is not a party to this Agreement shall not have any rights under this Agreement.

19. Notices

19.1 Any formal notices shall be sent to the party at the address which appears at the head of this Agreement or in the Schedule.

20. Sub-contracting

20.1 Bianchi Lighting shall be entitled to sub-contract all or any part of the Services without prior notice to or consent of the “Client.”

20.2 Bianchi Lighting shall remain liable for the acts or omissions of any sub-contractor.

21. Assignment

21.1 Bianchi Lighting shall be entitled to assign all or any part of this Agreement without prior notice to or consent of the “Client.”

21.2 The “Client” shall not be entitled to assign all or any part of this Agreement without the prior written consent of Bianchi Lighting.

22. Statutory Regulations

22.1 Each party shall comply with any applicable statutory regulations.

23. Interpretation

23.1 The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

23.2 If any provision of this Agreement shall be found, by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not so affected shall remain in full force and effect.

23.3 The parties hereby agree to attempt to substitute a valid and enforceable provision for any provision which is held to be invalid or unenforceable.

23.4 Save where expressly provided to the contrary, this Agreement and the Schedule constitute the entire agreement between the parties and supersede all previous written or oral agreements between the parties in respect of provision of the Services.

23.5 Each party hereby agrees that it has not relied on any representation not recorded in this document, save that no provision of this Agreement shall seek to limit or restrict either party’s liability in respect of fraudulent misrepresentation.

23.6 In the event of a conflict between the terms of this Agreement, the Schedule, the order of priority shall be the Schedule and this Agreement.

23.7 No variation of these terms and conditions shall be valid unless confirmed in writing by authorised signatories of both parties on, or, after the date of this Agreement.

23.8 Statutory provisions shall be construed as references to those provisions as respectively amended, modified, or re-enacted.

23.9 The singular shall include the plural and vice versa.

23.10 Words denoting persons shall include corporations and vice versa.

23.11 The rights and remedies set forth in this Agreement are cumulative and do not exclude any other rights or remedies available under applicable law. The failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of that or any other right or remedy.

24. Law

24.1 This Agreement shall be governed by and construed in accordance with English Law and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.