1

ACE Agreement 1: Design

for the appointment of a Consultant by a Client to
undertake detailed design and/or specification of
permanent Works to be undertaken or installed by a
Contractor including any studies, appraisals, investigations,
contract administration or construction monitoring leading
to or resulting from such detailed design and/or
specification

2009 Edition

Association for Consultancy and Engineering

Alliance House, 12 Caxton Street, London SW1H 0QL
Tel: 020 7222 6557
Fax: 020 7990 9202
Email: consult@acenet.co.uk
Website: www.acenet.co.uk
 ACE Agreement 1: Design

Amendment Sheet
(June 2009)

INTRODUCTION:

Some amendments are needed to the ACE Agreement 1: Design 2009 Edition.

It is necessary to attach this Amendment Sheet (June 2009) to ACE Agreement 1: Design.

AMENDMENTS:

The following amendments apply to the text of ACE Agreement 1: Design:

Part E: The Schedule of Fees

E4.1 Delete "Payment of fees for the Services shall be ___% of the Total Project Cost" and
substitute "Payment of fees for the Services shall be ___% of the Total Works Cost".

E8.1 After "at the relevant" add "reference".

Part F: The Terms of Contract

F1 Definition of "Total Project Cost"

In paragraph (iii): after "the total cost to the Client under arrangements made by the Client"
add ", the Lead Consultant if the Consultant is not so appointed".

In the final paragraph: after "under this Agreement or" add "the agreement with the Lead
Consultant if the Consultant is not so appointed or".

Definition of "Total Works Cost"

In paragraph (iii): after "a proportion of the total cost to the Client under arrangements made
by the Client" add ", the Lead Consultant if the Consultant is not so appointed".

F2.3 After "The Consultant shall examine such detailed design in accordance with the provisions"
add "if any".

F3.7 Before "The Consultant shall obtain the prior agreement" add "If applicable".

A78/55/838379
ACE Agreement 1: Design
Part A:The Memorandum of Agreement
1
THIS AGREEMENT is made the day of 20 1 Insert the later
date of signing by
either of the two
parties to this
Agreement.

BETWEEN

(“the Client”)

whose address is

and

(“the Consultant”)

whose address is

2 G ACE Agreement 1: Design Copyright © ACE 2009

 NOW THIS AGREEMENT provides as follows:

A1 The Client hereby appoints the Consultant to provide the Services (as defined in this
Agreement) and the Consultant accepts such appointment subject to and in accordance
with the terms of this Agreement.

A2 The following documents and their annexes, if any, shall together constitute this
Agreement between the Client and the Consultant:

Part A:The Memorandum of Agreement

Part B:The Particulars of Agreement

Part C: The Brief provided by the Client

Part D: The Programme for the Services

Part E: The Schedule of Fees

Part F: The Terms of Contract

Part G: The Schedule of Services

A3 This Agreement shall be governed by and construed in all respects in accordance with
the laws of England and each party hereby submits to the non-exclusive jurisdiction of
the English courts.

A4 Save in respect of the benefits or rights conferred on the Consultant’s Personnel pursuant
to clause F7.7 of Part F: The Terms of Contract nothing in this Agreement confers or
purports to confer on any third party any benefit or right to enforce any term of this
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

2
Delete all of the For execution of this Agreement under hand2
following if this
Agreement is to be
signed as a deed Signed by or on behalf of the Client:
(pages 4 & 5).

Signature

Signed by or on behalf of the Consultant:

Signature

Copyright © ACE 2009 ACE Agreement 1: Design G 3

 3
For execution of this Agreement as a deed3 Strike out pages 4
and 5 if this
Agreement is to be
In Witness whereof the Parties have executed this Agreement as a Deed on the day and year signed under hand
(page 3).
first before written.

4
Executed as a Deed by the Client4 Executed as a Deed by the Consultant5 For company.
Delete box if not
used.
5
For company or
LLP. Delete box if
not used.

Director Director/Member
and and

Director/Company Secretary Director/Member/Company Secretary

Alternatively

6
Executed as a Deed by the Client6 For company or
individual. Delete
box if not used.
in the presence of:

Signature of witness:

Name of witness:

Address of witness:

Alternatively

7
Executed as a Deed by the Consultant7 For company or
LLP* or individual or
partner. Delete box
in the presence of: if not used.

*from 1October
Signature of witness: 2009.

Name of witness:

Address of witness:

4 G ACE Agreement 1: Design Copyright © ACE 2009

8
For other partner if Executed as a Deed by the Consultant8
necessary. Delete
box if not used.
in the presence of:

Signature of witness:

Name of witness:

Address of witness:

8
For other partner if Executed as a Deed by the Consultant8
necessary. Delete
box if not used.
in the presence of:

Signature of witness:

Name of witness:

Address of witness:

8
For other partner if Executed as a Deed by the Consultant8
necessary. Delete
box if not used.
in the presence of:

Signature of witness:

Name of witness:

Address of witness:

8
For other partner if Executed as a Deed by the Consultant8
necessary. Delete
box if not used.
in the presence of:

Signature of witness:

Name of witness:

Address of witness:

Copyright © ACE 2009 ACE Agreement 1: Design G 5

Part B:The Particulars of Agreement
B1 The Client is proposing to

(“the Project “)

at

(“the Site”).
Either

[B2 The Services to be performed under this Agreement are those described in G2 and G3 of Part
G: The Schedule of Services and if so agreed at the date hereof the Consultant will arrange for 1
Delete as
the services described in G4 of Part G: The Schedule of Services to be carried out by others.]1 applicable.

Or
[B2 The Services to be performed under this Agreement are attached hereto.]1

Either

[B3 The particular parts of the Project for which it is the Client’s intention to appoint a
contractor and in connection with which the Services are to be performed and for which
the Client has appointed the Consultant are:

2
(“the Works”)]2 Delete as
applicable.

[For the avoidance of doubt the Services are not to be performed in relation to the following
parts of the Project:

3
]3 Delete if not
required.

Or

[B3 For the purposes of this Agreement “the Works” shall have the same meaning as “the Project”.]2

6 G ACE Agreement 1: Design Copyright © ACE 2009

 B4 The date for completion of the Services is intended to be

Either

4
Delete as [B5 The Client appoints the Consultant as Lead Consultant]4
applicable.
Or

[B5 The Client has appointed or proposes to appoint

as Lead Consultant.]4

Or

[B5 The Client does not intend to appoint a Lead Consultant.]4

Either

[B6 The Client has appointed or proposes to appoint the following as “Other Consultants”
5
Delete as [to be led by the Lead Consultant]5 to provide professional services in respect of other
applicable.
aspects of the Project and/or the Works:
as

as

as
6
Delete as [and as Project Manager.5]6
applicable.
Or

[B6 The Client does not intend to appoint any Other Consultants.]6

B7 The Consultant’s Principal Representative shall be

B8 The Consultant’s Delegated Representative shall be

B9 The limit for additional cost that the Consultant can incur on behalf of the Client on any
one occasion in connection with the execution of the Project or the construction of the
Works without the Client’s approval in writing shall be

7
Insert figure £7 ( )7
(and words in
parentheses).
B10 The Client’s Principal Representative shall be

B11 The Client’s Delegated Representative shall be

Copyright © ACE 2009 ACE Agreement 1: Design G 7

B12 The sum referred to in clause F7.1 of Part F: The Terms of Contract as being the total
liability of the Consultant shall not exceed in aggregate the lesser of:

(i) the sum of £8 ( )8, or 8

Insert figure
(and words in
parentheses).
(ii) a multiple of ten times the total of the fees payable to the Consultant by the Client.

If no amount is inserted in paragraph (i) paragraph (ii) only shall apply.

Either

[B13 Notwithstanding anything to the contrary in this Agreement and without prejudice to any
provision in this Agreement whereby liability is excluded or limited to a lesser amount the
total liability of the Consultant whether in contract, in tort, in negligence, for breach of
statutory duty or otherwise in respect of all claims under or in connection with this
Agreement arising out of or in connection with pollution and contamination shall not
exceed in aggregate the sum of
9
£9 ( )9 Insert figure
(and words in
parentheses).
provided always that such pollution and contamination liability as limited by the
aggregate or balance thereof shall not exceed in respect of any one claim or series of
claims arising out of the same occurrence or series of occurrences the amount, if any,
recoverable by the Consultant by way of indemnity against the claim or claims in question
under any professional indemnity insurance taken out by the Consultant and in force at
the time that the circumstances that might give rise to the claim or claims or if later the
claim or claims is or are reported to the insurer in question. This proviso shall not apply if
no such amount is recoverable due to the Consultant having been in breach of the
Consultant’s obligations under clause F8.1 of Part F: The Terms of Contract or of the
terms of any insurance maintained in accordance therewith or having failed to report
10
such circumstances or the claim to the insurer in question timeously.]10 Delete as
applicable.

Or

[B13 Notwithstanding anything to the contrary in this Agreement and without prejudice to any
provision in this Agreement whereby liability is excluded or limited to a lesser amount the
Consultant is not responsible under this Agreement or otherwise for advising as to the
actual or possible presence of pollution and contamination or as to the risks of such
matters having occurred, being present or occurring in the future and the liability of the
Consultant whether in contract, in tort, in negligence, for breach of statutory duty or
otherwise for any claim or claims arising out of or in connection with pollution and
contamination is excluded.]10

8 G ACE Agreement 1: Design Copyright © ACE 2009

 Either

[B14 Notwithstanding anything to the contrary in this Agreement and without prejudice to any
provision in this Agreement whereby liability is excluded or limited to a lesser amount
the total liability of the Consultant whether in contract, in tort, in negligence, for breach
of statutory duty or otherwise in respect of all claims under or in connection with this
Agreement arising out of or in connection with asbestos or any product or waste that
contains asbestos shall not exceed in aggregate the sum of
11
Insert figure £11 ( )11
(and words in
parentheses).
provided always that such asbestos liability as limited by the aggregate or balance
thereof shall not exceed in respect of any one claim or series of claims arising out of the
same occurrence or series of occurrences the amount, if any, recoverable by the
Consultant by way of indemnity against the claim or claims in question under any
professional indemnity insurance taken out by the Consultant and in force at the time
that the circumstances that might give rise to the claim or claims or if later the claim or
claims is or are reported to the insurer in question. This proviso shall not apply if no
such amount is recoverable due to the Consultant having been in breach of the
Consultant’s obligations under clause F8.1 of Part F: The Terms of Contract or of the
12
terms of any insurance maintained in accordance therewith or having failed to report
Delete as
applicable. such circumstances or the claim to the insurer in question timeously.]12

Or

[B14 Notwithstanding anything to the contrary in this Agreement and without prejudice to any
provision in this Agreement whereby liability is excluded or limited to a lesser amount
the Consultant is not responsible under this Agreement or otherwise for advising on
matters that wholly, partly, directly or indirectly arise out of or result from asbestos
(including without limitation the costs of testing for, monitoring, abatement, mitigation,
removal, remediation or disposal of any asbestos or product or waste that contains
asbestos) and the liability of the Consultant whether in contract, in tort, in negligence,
for breach of statutory duty or otherwise for any claim or claims arising out of or in
connection with asbestos or any product or waste that contains asbestos is excluded.]12

Copyright © ACE 2009 ACE Agreement 1: Design G 9

Either

[B15 Notwithstanding anything to the contrary in this Agreement and without prejudice to
any provision in this Agreement whereby liability is excluded or limited to a lesser
amount the total liability of the Consultant whether in contract, in tort, in negligence, for
breach of statutory duty or otherwise in respect of all claims under or in connection with
this Agreement arising out of or in connection with the designing or advising on or
otherwise taking measures to prevent or mitigate the effect of any act of terrorism or
any action that may be taken in controlling preventing suppressing or in any way relating
to an act of terrorism shall not exceed in aggregate the sum of

£13 ( )13. ]14 13

Insert figure
(and words in
parentheses).
Or
14
Delete as
applicable.
[B15 Notwithstanding anything to the contrary in this Agreement and without prejudice to
any provision in this Agreement whereby liability is excluded or limited to a lesser
amount the Consultant is not responsible under this Agreement or otherwise for
designing or advising on or otherwise taking measures to prevent or mitigate the effect
of any act of terrorism or any action that may be taken in controlling preventing
suppressing or in any way relating to an act of terrorism and the liability of the
Consultant whether in contract, in tort, in negligence, for breach of statutory duty or
otherwise for any claim or claims arising out of or in connection with such matters is
excluded.]14

B16 Where as part of the Services the Consultant is to make periodic visits to the site, [such
visits shall be made daily/weekly/monthly.]15 [the number of such periodic visits included 15
Delete as
applicable.
in the fee is visits.]15

B17 The period of the Consultant’s liability is from the effective date hereof to 16 16
Insert number of
years in words.
years after the completion of the Services or the termination of the Services if earlier.
17
B18 Warranties for the benefit of third parties are/are not17 to be provided (as referred to in Delete as
applicable.
clause F10.1 of Part F: The Terms of Contract). Payments for any such warranties are set
out in clause E9.1 of Part E: The Schedule of Fees.

10 G ACE Agreement 1: Design Copyright © ACE 2009

 Part C:The Brief provided by the Client
Either

1
Delete as [C1 The Brief is attached to this Agreement]1
applicable.

Or

[C1 The Brief is described in a separate document referenced

and dated ]1

Or

[C1 The Brief is as follows:

]1

Copyright © ACE 2009 ACE Agreement 1: Design G 11

Part D:The Programme for the Services
Either

[D1 The programme referred to in clause F2.5 of Part F: The Terms of Contract is attached 1
Delete as
to this Agreement]1 applicable.

Or

[D1 The programme referred to in clause F2.5 of Part F: The Terms of Contract is described
in a separate document referenced

and dated ]1

Or

[D1 The programme referred to in clause F2.5 of Part F: The Terms of Contract is as follows:

]1

12 G ACE Agreement 1: Design Copyright © ACE 2009

 Part E:The Schedule of Fees
Note: delete the sections that do not apply with the exception of section E5 which must be
completed in all cases in order to calculate any additional payment arising from the circumstances
set out in clause F5.8 of Part F: The Terms of Contract.
1
Strike out whole Section E1 – Payment of fees on a time basis1
section if not
applicable.
E1.1 Where payment of fees for the Services is to be time-based (including payment for the
Consultant’s Site Staff, if applicable) the following rates shall apply:

Office-based staff Consultant’s Site Staff

2
Complete as Grade Hourly rate Grade Hourly rate2 Daily rate2 Monthly rate2
appropriate.

E1.2 Time-based fees (other than for the Consultant’s Site Staff) shall be paid by weekly/
3
Delete as monthly/quarterly3 instalments from the effective date of this Agreement and the
applicable.
amount due in each instalment shall be the sum calculated in accordance with clause
E1.4 for the period in question.

E1.3 Time-based fees for the Consultant’s Site Staff shall be paid by weekly/monthly/
4
Delete as quarterly4 instalments from the date on which the Site Staff are deployed and the
applicable.
amount due in each instalment shall be the sum calculated in accordance with clause
E1.4.

E1.4 Time-based fees shall be calculated by multiplying the hourly, daily or monthly rates
applicable to the persons concerned by the number of hours, days or months (as the
case may be) spent by such persons in performing the Services, including time spent in
travelling in connection with the Services.

Copyright © ACE 2009 ACE Agreement 1: Design G 13

 1
Section E2 – Payment of fees on a lump sum basis1 Strike out whole
section if not
applicable.
E2.1 Where payment of fees for the Services is to be on a lump sum basis, the fee shall be a
lump sum of
2
£2 ( )2 Insert figure
(and words in
parentheses).
payable as follows:

Amount Date or end of stage payable

£
3
and within any such stage the lump sum fee shall be paid by equal monthly/quarterly3 Delete as
applicable.
instalments from the commencement of the relevant stage.

14 G ACE Agreement 1: Design Copyright © ACE 2009

1
Strike out whole Section E3 – Payment of fees based on a percentage of the Total Project Cost1
section if not
applicable.
E3.1 Payment of fees for the Services shall be % of the Total Project Cost

2
Delete as E3.2 Payment of fees shall be by monthly/quarterly2 instalments from the effective date of
applicable.
this Agreement. Such instalments shall be paid during the stage or stages of the
Services indicated below and shall be calculated by reference to the latest estimate of
the Total Project Cost provided by any Other Consultant appointed by the Client to
provide cost estimates of the Total Project Cost but if there is no such estimate by
reference to the Consultant’s latest estimate of the Total Project Cost so that by the
completion of the relevant stage or stages the cumulative total of all instalments then
paid shall amount to the relevant cumulative proportion of the estimated total sum of
the fees to be paid to the Consultant for the performance of Services as follows:

Completion of stage Percentage of the fees

to be paid to the
Consultant
stage %

stage %

stage %

stage %

stage %

stage %

stage %

Total 100%

The instalments so paid shall be no more than payments on account and a statement
of the total sum due to the Consultant shall be prepared when the Total Project Cost is
fully known. Such statement, after giving credit to the Client for all instalments
previously paid, shall state the balance (if any) due from the Client to the Consultant or
from the Consultant to the Client, as the case may be, which balance shall be paid to or
by the Consultant as the case may require.

Copyright © ACE 2009 ACE Agreement 1: Design G 15

 1
Section E4 – Payment of fees based on a percentage of the Total Works Cost1 Strike out whole
section if not
applicable.
E4.1 Payment of fees for the Services shall be % of the Total Project Cost
2
E4.2 Payment of fees shall be by monthly/quarterly2 instalments from the effective date of Delete as
applicable.
this Agreement. Such instalments shall be paid during the stage or stages of the
Services indicated below and shall be calculated by reference to the latest estimate of
the Total Works Cost provided by any Other Consultant appointed by the Client to
provide cost estimates of the Total Works Cost but if there is no such estimate by
reference to the Consultant’s latest estimate of the Total Works Cost so that by the
completion of the relevant stage or stages the cumulative total of all instalments then
paid shall amount to the relevant cumulative proportion of the estimated total of the
fees to be paid to the Consultant for the performance of the Services as follows:

Completion of stage Percentage of the fees

to be paid to the
Consultant
stage %

stage %

stage %

stage %

stage %

stage %

stage %

Total 100%

The instalments so paid shall be no more than payments on account and a statement
of the total sum due to the Consultant shall be prepared when the Total Works Cost is
fully known. Such statement, after giving credit to the Client for all instalments
previously paid, shall state the balance (if any) due from the Client to the Consultant or
from the Consultant to the Client, as the case may be, which balance shall be paid to or
by the Consultant as the case may require.

16 G ACE Agreement 1: Design Copyright © ACE 2009

1
In order to allow Section E5 – Payment of fees for additional work or disruption1
clause F5.8 to
operate, this section
E5 must be E5.1 Where payment for additional work and/or disruption is to be made on a time basis
completed.
under clause F5.8 of Part F: The Terms of Contract the following rates shall be used:

Office-based staff Consultant’s Site Staff

2
Complete as Grade Hourly rate Grade Hourly rate2 Daily rate2 Monthly rate2
appropriate.

3
Delete as E5.2 Such time-based fees shall be paid by weekly/monthly/quarterly3 instalments from the
applicable.
date the Consultant undertakes such additional work and/or suffers such disruption.

E5.3 Such time-based fees shall be calculated by multiplying the hourly, daily or monthly rates
applicable to the persons concerned by the number of hours, days or months (as the
case may be) spent by such persons undertaking such additional work and/or suffering
such disruption, including time spent in travelling in connection with such work.

Copyright © ACE 2009 ACE Agreement 1: Design G 17

Section E6 – Payment of fees if the Consultant arranges for the performance by others of
1
Services set out in G4 of Part G: The Schedule of Services1 Strike out whole
section if not
applicable.
E6.1 The Consultant’s fee shall be on the following basis:

Section E7 – Payment of expenses

Either

[E7.1 Expenses incurred in performing the Services shall be paid:

at cost1

at cost plus a handling charge of %1 1

Delete as
applicable.

as a lump sum of
2
£2 ( )2 Insert figure
(and words in
parentheses) or
E7.2 Invoices for the recovery of expenses shall be submitted weekly/monthly/quarterly3 and delete as
applicable.
the amount invoiced shall be the total of all expenses incurred during the interval in
3
question.]4 Delete as
applicable.
4
Or Delete as
applicable.

[E7.1 Expenses incurred in performing the Services are included in the fees.]4

Section E8 – Rate of interest

E8.1 Interest shall be calculated in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998 and at the relevant rate plus the statutory rate of interest.

Section E9 – Collateral warranties

E9.1 If collateral warranties are to be provided by the Consultant (as indicated in clause B18 of
Part B: The Particulars of Agreement), each collateral warranty shall be charged to the
Client at
1
Insert figure
£1 ( )1 (and words in
parentheses).

18 G ACE Agreement 1: Design Copyright © ACE 2009

 Part F:TheTerms of Contract
Headings are explanatory and do not form part of the Terms of Contract.

F1 DEFINITIONS
The following definitions shall apply throughout this Agreement:

Brief A description provided by the Client of the requirements for the

Works (which may also include information on the Project), details of
which are set out in Part C: The Brief provided by the Client.

Client As identified in Part A: The Memorandum of Agreement.

Client’s Delegated The person designated by the Client under clause F3.5 and identified
Representative in Part B: The Particulars of Agreement or that person’s replacement
notified in accordance with clause F3.5.

Client’s Principal The person designated by the Client under clause F3.5 and identified
Representative in Part B: The Particulars of Agreement or that person’s replacement
notified in accordance with clause F3.5.

Consultant As identified in Part A: The Memorandum of Agreement.

Consultant’s Any and all intellectual and industrial property rights, including
Intellectual (without limitation) patents, trade marks, service marks, registered
Property Rights designs, copyrights, database rights, design rights, moral rights or
know-how, howsoever arising, whether or not registered and any
other similar protected rights in any country and any applications for
the registration or protection of such rights and all extensions thereof
throughout the world, created, developed, embodied in or in
connection with any drawing or other document and information
prepared by or on behalf of the Consultant in the performance of the
Services for delivery to the Client.

Consultant’s The person designated by the Consultant under clause F2.4 and
Delegated identified in Part B: The Particulars of Agreement or that person’s
Representative replacement appointed in accordance with clause F2.4.

Consultant’s Any employee or member of the Consultant including any officer or

Personnel director of a company or a member of a limited liability partnership or
self-employed or agency personnel working for the Consultant.

Consultant’s The person designated by the Consultant under clause F2.4 and
Principal identified in Part B: The Particulars of Agreement or that person’s
Representative replacement appointed in accordance with clause F2.4.

Contractor A contractor appointed by the Client to manage the execution of

and/or to execute or procure the execution of all or part of the Project
and/or the Works and to co-ordinate and supervise or to procure the
co-ordination and supervision of such execution.

Copyright © ACE 2009 ACE Agreement 1: Design G 19

Insolvency Either party becoming bankrupt, going into liquidation (either voluntary or
compulsory unless as part of a bona fide scheme of reconstruction or
amalgamation), being dissolved, entering into a voluntary arrangement or
having a receiver, an administrative receiver or an administrator appointed
in respect of the whole or any part of its assets.

Lead Consultant The Consultant if the Consultant is so identified in Part B: The Particulars
of Agreement but if the Consultant is not so identified the person or firm
identified as Lead Consultant in Part B: The Particulars of Agreement.

Notice A notice given in accordance with clause F13.1.

Other Consultants Persons or firms (other than the Consultant and the Lead Consultant if the
Consultant is not so appointed) appointed or to be appointed by the
Client to perform professional services in relation to the Works.

Project As described in Part B: The Particulars of Agreement.

Services As described in Part B: The Particulars of Agreement.

Site As described in Part B: The Particulars of Agreement.

Site Staff Any person or persons appointed under clause F4 including any staff of
the Consultant employed on Site or in premises outside the Consultant’s
offices on work in connection with the Project and/or the Works on a full
time or part time basis.

Sub-Contractor A person or firm appointed by or on behalf of a Contractor to execute

part of the Project and/or the Works or to manufacture or supply material
for incorporation therein.

Total Project Cost The total cost to the Client of the Project including:

(i) the total amounts paid or payable to the Contractor(s) or any Sub-
Contractor(s) responsible for managing and/or executing the Project
and all its constituent parts including attendance and profit and the
cost of preliminary and general items and any associated builders’
works;

(ii) the amounts of any liquidated damages or similar payments paid or

payable by the Contractor(s) or any Sub-Contractor(s) responsible for
managing and/or executing the Project;

(iii) the total cost to the Client under arrangements made by the Client
and any Other Consultants of any work in connection with the
provision removal or diversion of any utilities systems associated with
the Project that is carried out other than by the Contractor(s) or any
Sub-Contractor(s);

20 G ACE Agreement 1: Design Copyright © ACE 2009

 (iv) the fair value of all labour materials goods plant (including the use of
plant) and machinery provided by the Client for the Project;

(v) the cost of any investigations or tests in respect of the Project,

whether carried out on the Site or elsewhere.

The Total Project Cost shall not include: administration expenses incurred
by the Client; costs incurred by the Client under this Agreement or
agreements with any Other Consultants; interest on capital during
construction and the cost of raising monies required for carrying out the
construction of the Project; the cost of land and wayleaves.

Total Works Cost The total cost to the Client of the Works including:

(i) the total amounts paid or payable to the Contractor(s) or any Sub-
Contractor(s) responsible for managing and/or executing the Works
and all its constituent parts including attendance and profit and the
cost of the preliminary and general items and associated builders’
works in the proportion that the Total Works Cost bears to the Total
Project Cost;

(ii) the amounts of any liquidated damages or similar payments paid or

payable by the Contractor(s) or any Sub-Contractor(s) responsible
for managing and/or executing the Works;

(iii) a proportion of the total cost to the Client under arrangements

made by the Client and any Other Consultants of any work in
connection with the provision removal or diversion of any utilities
systems associated with the Works that is carried out other than by
the Contractor(s) or any Sub-Contractor(s). The said proportion shall
be the proportion that the Total Works Cost bears to the Total Project
Cost;

(iv) the fair value of all labour materials goods plant (including the use of
plant) and machinery provided by the Client for the Works;

(v) the cost of any investigations or tests in respect of the Works,

whether carried out on the Site or elsewhere.

The Total Works Cost shall not include: administration expenses

incurred by the Client; costs incurred by the Client under this
Agreement or the agreement with the Lead Consultant if the Consultant
is not so appointed or the agreements with any Other Consultants;
interest on capital during construction and the cost of raising monies
required for carrying out the construction of the Works; the cost of land
and wayleaves.

Works As described in Part B: The Particulars of Agreement.

Copyright © ACE 2009 ACE Agreement 1: Design G 21

F2 OBLIGATIONS OF THE CONSULTANT TO THE CLIENT

Skill and care

F2.1 The Consultant shall exercise reasonable skill, care and diligence in the performance of
the Services.

Specialist sub-consultants

F2.2 The Consultant may recommend to the Client that the performance of part of the Services
be sub-let to a specialist sub-consultant. The Client shall not unreasonably withhold
consent to such recommendation and the Consultant shall integrate such sub-
consultant’s services into the Services. The Consultant shall be responsible for the
performance and the payment of any sub-consultant.

Design by contractors or sub-contractors

F2.3 The Consultant may recommend to the Client that the detailed design of any part of the
Works should be carried out by a Contractor or Sub-Contractor and the Client shall not
unreasonably withhold consent to such recommendation. The Consultant shall examine
such detailed design in accordance with the provisions relating thereto in Part G: The
Schedule of Services and integrate it into the Services. The Consultant shall not be
responsible for such detailed design or liable for defects in or omissions from it.

The Consultant’s Representatives

F2.4 The Consultant shall designate a Consultant’s Principal Representative who shall be
deemed to have full authority to give and receive Notices on behalf of the Consultant
under this Agreement. The Consultant shall also designate a Consultant’s Delegated
Representative who shall be responsible for the day to day supervision and administration
of the Services on behalf of the Consultant and who shall be deemed to have full authority
to make decisions on behalf of the Consultant under this Agreement. The Consultant’s
Delegated Representative shall not have authority to give and receive Notices under this
Agreement unless the Consultant’s Delegated Representative is also designated as the
Consultant’s Principal Representative. Neither the Consultant’s Principal Representative
nor the Consultant’s Delegated Representative shall be replaced without the consent of
the Client, which consent shall not unreasonably be delayed or withheld.

Timeliness

F2.5 All requests to the Client by the Consultant for information, assistance, or decisions shall
be made in a timely fashion. Subject always to conditions beyond the Consultant’s
reasonable control (including acts or omissions of the Client, any Lead Consultant if the
Consultant is not so appointed, any Other Consultants or third parties), the Consultant
shall use reasonable endeavours to perform the Services in accordance with the
programme set out in Part D: The Programme for the Services or with any programme
agreed with the Consultant from time to time.

22 G ACE Agreement 1: Design Copyright © ACE 2009

 Limit of the Consultant’s authority

F2.6 The Consultant shall not without the further approval of the Client alter the Consultant’s
design to any material extent once the design has been approved by the Client. Save in
the event of any emergency, the Consultant shall not without the approval in writing of
the Client issue instructions to any Contractor the effect of which would be to alter any
design already approved by the Client or to incur additional cost in connection with the
execution of the Project or the construction of the Works to the Client on any one
occasion beyond the limits therefor set out in clause B9 of Part B: The Particulars of
Agreement.

The Consultant’s discretion

F2.7 If in the performance of the Services the Consultant has a discretion exercisable as
between the Client and a Contractor or Sub-Contractor the Consultant shall exercise
that discretion fairly.

F3 OBLIGATIONS OF THE CLIENT TO THE CONSULTANT

Payment

F3.1 The Client shall pay the Consultant in accordance with the terms set out in clause F5.

Information needed by the Consultant

F3.2 The Client shall supply to the Consultant, without charge and in such time so as not to
delay or disrupt the performance by the Consultant of the Services, all necessary and
relevant data and information (including details of the services to be performed by any
Lead Consultant if the Consultant is not so appointed and any Other Consultants) in the
possession of the Client, the Client’s agents, servants, any Lead Consultant if the
Consultant is not so appointed, any Other Consultants or any Contractors.

Assistance

F3.3 The Client shall give, and shall procure that the Client’s agents, servants, any Lead
Consultant if the Consultant is not so appointed, any Other Consultants and any
Contractors, give such assistance as shall reasonably be required by the Consultant in
the performance of the Services.

Decisions

F3.4 The Client shall give the Client’s decisions, instructions, consents or approvals on or to
all matters properly referred to the Client by the Consultant in such reasonable time so
as not to delay or disrupt the performance of the Services by the Consultant.

Copyright © ACE 2009 ACE Agreement 1: Design G 23

The Client’s Representatives

F3.5 The Client shall designate a Client’s Principal Representative who shall be deemed to
have full authority to give and receive Notices on behalf of the Client under this
Agreement. The Client shall also designate a Client’s Delegated Representative who
shall be responsible for the discharge of the Client’s obligations under this Agreement
and who shall be deemed to have full authority to make decisions on behalf of the Client
under this Agreement. The Client’s Delegated Representative shall not have authority to
give and receive Notices under this Agreement unless the Client’s Delegated
Representative is also designated as the Client’s Principal Representative. The Client
shall notify the Consultant immediately if the Client’s Principal Representative or the
Client’s Delegated Representative is replaced.

Responsibility of Contractors

F3.6 The Client shall require that any Contractor executes and/or manages the execution of
the Project and/or the Works in accordance with the terms of the contract between the
Client and any such Contractor.

The Consultant acting as agent for the Client

F3.7 The Consultant shall obtain the prior agreement of the Client to act as agent for the
Client in arranging for the performance by others on behalf of the Client of any of the
services specified in G4 of Part G: The Schedule of Services. The Client shall pay direct
to such person or persons their fees and expenses for performing such services.

F4 SITE STAFF

Provision of Site Staff

F4.1 If in the opinion of the Consultant the execution of the Works warrants full time or part
time Site Staff to be deployed at any stage the Client shall not unreasonably withhold
consent to the employment and/or deployment of such reasonably qualified technical
and clerical Site Staff as the Consultant shall advise. The Client and the Consultant shall
discuss, agree and confirm in writing in advance of such deployment the number and
levels of staff to be deployed to Site, the duration of such deployments, the frequency of
occasional visits, the duties to be performed by Site Staff and whether such Site Staff
shall be employed by the Consultant or by the Client.

Site Staff employed by the Client

F4.2 The Client shall procure that the contracts of employment of Site Staff employed by the
Client empower the Consultant to issue instructions to such staff in relation to the Works
and shall stipulate that staff so employed shall in no circumstances take or act upon
instructions in connection with the Works other than those given by the Consultant.

24 G ACE Agreement 1: Design Copyright © ACE 2009

 Responsibility of Site Staff

F4.3 The Consultant shall not be responsible for any failure on the part of any Site Staff
employed other than by the Consultant to comply with any instructions given by the
Consultant.

Facilities and arrangements for Site Staff

F4.4 The Client shall be responsible for the cost and provision of such local office
accommodation, furniture, telephones and facsimile apparatus and other office
equipment, protective clothing and transport on Site as shall reasonably be required for
the use of Site Staff and for the reasonable running costs of such accommodation and
other facilities, including those of stationery, telephone and facsimile charges, and
postage.

F5 PAYMENT

Payment of fees

F5.1 Fees for the performance of the Services shall be paid by the Client in accordance with
these Terms and Part E: The Schedule of Fees.

Payment of expenses

F5.2 Unless included in the fees, the Client shall pay the Consultant’s expenses incurred in
performing the Services in accordance with Part E: The Schedule of Fees. Unless
otherwise agreed, expenses shall comprise those payments reasonably and properly
made by the Consultant for:

(i) printing, reproduction and purchase of documents, maps, records and photographs;

(ii) courier charges;

(iii) travelling, hotel expenses and subsistence payments;

(iv) any other expenses for which repayment is authorised.

Payment for Site Staff

F5.3 In addition to any other payment to be made under this Agreement, the Client shall pay
the Consultant for all Site Staff employed by the Consultant. Unless otherwise agreed,
payment for Site Staff shall be on a time basis and at the rates and in the instalments
set out in Part E: The Schedule of Fees.

Reimbursement of local authority charges

F5.4 Notwithstanding anything to the contrary contained in this Agreement, the Client shall
reimburse the Consultant for any fees, costs or charges paid by the Consultant to local
or other authorities for seeking and obtaining statutory permissions.

Copyright © ACE 2009 ACE Agreement 1: Design G 25

The due date and the final date for payment

F5.5 Payments due to the Consultant under this Agreement shall become due for payment
on submission of the Consultant’s invoices therefor and in each case the final date for
payment shall be twenty-eight days thereafter. Interest shall be added to all amounts
remaining unpaid thereafter as set out in Part E: The Schedule of Fees.

Notice of payment

F5.6 The Client shall not later than five days after the date on which a payment becomes due
from the Client under this Agreement or would have become due if:

(i) the Consultant had carried out the Consultant’s obligations under this Agreement,
and

(ii) no set off or abatement was permitted by reference to any sum claimed to be due
under one or more other contracts

give a Notice specifying the amount (if any) of the payment made or proposed to be
made and the basis on which that amount was calculated.

Notice of withholding

F5.7 The Client may not withhold any payment after the final date for payment of any sum
due under this Agreement unless the Client gives, not later than seven days before such
final date, a Notice specifying the amount proposed to be withheld and the ground for
withholding payment or if there is more than one ground, each ground and the amount
attributable to it.

Payment for variation and/or disruption of the Consultant’s work

F5.8 If the Consultant has to carry out additional work and/or suffers disruption in the
performance of the Services because:

(i) the Project or the Works or the Brief is or are varied by the Client; or

(ii) of any delay by the Client in fulfilling any of the Client’s obligations or in taking any
other step necessary for the execution of the Project or the Works; or

(iii) the Consultant is delayed by others (or by events that were not reasonably
foreseeable); or

(iv) the Project or the Works are damaged or destroyed; or

(v) of other reasons beyond the control of the Consultant

the Client shall make an additional payment to the Consultant in respect of the additional
work carried out and additional resources employed (unless and to the extent that the
additional work has been occasioned by the failure of the Consultant to exercise
reasonable skill, care and diligence) and/or the disruption suffered. The additional

26 G ACE Agreement 1: Design Copyright © ACE 2009

 payment shall be calculated (unless otherwise agreed) on a time basis as set out in Part
E: The Schedule of Fees with payment by instalments in accordance with Part E: The
Schedule of Fees save that such instalments shall start at the next instalment date so
provided. The Consultant shall advise the Client when the Consultant becomes aware
that any such additional work is required or disruption shall be suffered and shall if so
requested by the Client give an initial estimate for the additional payment likely to be
incurred. Where payment for such additional work or disruption is to be in the form of
lump sums, these lump sums and the intervals at which instalments shall be paid and
the amounts of each instalment should be agreed prior to the additional work being
commenced. For the avoidance of doubt it is hereby agreed that if the Consultant carries
out any work that subsequently becomes redundant the Client shall (unless otherwise
agreed) pay the Consultant an additional payment therefor on a time basis as set out in
Part E: The Schedule of Fees.

Payment on termination or suspension other than for breach by the Consultant or on

Insolvency

F5.9 In the event of any termination or suspension by the Client or the Consultant in
accordance with clause F9 other than termination by the Client following breach of this
Agreement by the Consultant or in the event of the Insolvency of either party the Client
shall pay the Consultant any instalments of the fees due but unpaid under clause F5, a
fair and reasonable proportion of the next following instalment commensurate with the
Services performed to the date of such termination or suspension and any outstanding
expenses together with a sum for loss and costs of disruption (calculated on the basis
of the loss to the Consultant and costs to which the Consultant is committed in respect
of planned future work on the Services).

Payment on termination for breach by the Consultant or on Insolvency

F5.10 In the event of any termination in accordance with clause F9 by the Client following
breach of this Agreement by the Consultant or in the event of the Insolvency of either
party the Client shall pay the Consultant a fair and reasonable amount on account of
the fees due under clause F5 commensurate with the Services performed to the date of
termination and any outstanding expenses.

Further payments

F5.11 Further payments due to the Consultant in accordance with clauses F5.3, F5.4, F5.8,
F5.9 and/or F5.10 shall be invoiced with the next account to be presented by the
Consultant.

VAT

F5.12 All sums due under this Agreement are exclusive of Value Added Tax, the amount of
which shall be paid by the Client to the Consultant at the rate and in the manner
prescribed by law.

Copyright © ACE 2009 ACE Agreement 1: Design G 27

F6 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

The Consultant’s Intellectual Property Rights

F6.1 The Consultant’s Intellectual Property Rights shall, as the case may be, vest in or
remain vested in the Consultant but the Client shall have a licence to use the
Consultant’s Intellectual Property Rights for any purpose related to the Project. Such
licence shall enable the Client to use the Consultant’s Intellectual Property Rights for
the extension of the Project but such use shall not include a licence to reproduce the
designs contained therein for any extension of the Project. In the event of the Client
being in default of payment of any fees or other amounts due under this Agreement the
Consultant may revoke the licence granted herein by giving seven days’ Notice. Save as
above, the Client shall not make copies of any of the Consultant’s drawings or other
documents or information, nor shall the Client use any of the Consultant’s Intellectual
Property Rights in connection with any other projects or works without the prior written
approval of the Consultant. The Consultant shall not be liable for the use by any person
of any of the Consultant’s Intellectual Property Rights for any purpose other than that
for which the same were prepared by or on behalf of the Consultant.

Publication and confidentiality

F6.2 The Consultant shall not, without the written consent of the Client, publish alone or in
conjunction with any other person any articles, photographs or other illustrations
relating to the Project. Neither party shall disclose to any other person any private or
confidential information unless so authorised by the other party save in the proper
course of that party’s duties or to either party’s professional advisers or insurers or as
required or permitted by law.

F7 LIMITATIONS AND EXCLUSIONS OF LIABILITY

Total limitation of liability

F7.1 Notwithstanding anything to the contrary contained in this Agreement and without
prejudice to any provision in this Agreement whereby liability is excluded or limited to a
lesser amount, the total liability of the Consultant under or in connection with this
Agreement whether in contract, in tort, in negligence, for breach of statutory duty or
otherwise shall not exceed the sum set out or the amount referred to, as the case may
be, in clause B12 of Part B: The Particulars of Agreement.

Liability for pollution and contamination

F7.2 The liability of the Consultant in respect of pollution and contamination is limited or
excluded, as the case may be, in accordance with clause B13 of Part B: The Particulars
of Agreement.

Liability for matters involving asbestos

F7.3 The liability of the Consultant in respect of asbestos is limited or excluded, as the case
may be, in accordance with clause B14 of Part B: The Particulars of Agreement.

28 G ACE Agreement 1: Design Copyright © ACE 2009

 Liability for acts of terrorism

F7.4 The liability of the Consultant in respect of terrorism is limited or excluded, as the case
may be, in accordance with clause B15 of Part B: The Particulars of Agreement.

Net contribution

F7.5 Further and notwithstanding anything to the contrary contained in this Agreement and
without prejudice to any provision in this Agreement whereby liability is excluded or
limited to a lesser amount, the liability of the Consultant, if any, for any loss or damage
(“the loss or damage”) in respect of any claim or claims shall not exceed such sum as it
would be just and equitable for the Consultant to pay having regard to the extent of the
Consultant’s responsibility for the loss or damage and on the assumptions that:

(i) all other consultants and advisers, contractors and sub-contractors involved in the
Project shall have provided contractual undertakings to the Client on terms no less
onerous than those set out in clause F2.1 in respect of the carrying out of their
obligations in connection with the Project.

(ii) there are no exclusions of or limitations of liability nor joint insurance or co-
insurance provisions between the Client and any other party referred to in clause
F7.5 and that any such other party who is responsible to any extent for the loss or
damage is contractually liable to the Client for the loss or damage; and

(iii) all the parties referred to in clause F7.5 have paid to the Client such proportion of
the loss or damage which it would be just and equitable for them to pay having
regard to the extent of their responsibility for the loss or damage.

Liability for death or personal injury

F7.6 If the Client is an individual, no exclusion or limitation of liability in this Agreement shall
affect any liability of the Consultant for death or personal injury suffered by the Client.

Liability of employees

F7.7 Save in respect of death or personal injury the Client shall only look to the Consultant
(and not to any of the Consultant’s Personnel) for redress if the Client considers that
there has been a breach of this Agreement. The Client agrees not to pursue any claims
in contract, in tort or statute (including negligence) against any of the Consultant’s
Personnel as a result of carrying out the Consultant’s obligations under or in connection
with this Agreement at any time and whether or not any of the Consultant’s Personnel is
named expressly in this Agreement.

Limitation of time within which to bring claims

F7.8 No action or proceedings under or in respect of this Agreement whether in contract, in

tort, in negligence, for breach of statutory duty or otherwise shall be commenced
against the Consultant after the expiry of the period of liability stated in clause B17 of
Part B: The Particulars of Agreement or such earlier date as may be prescribed by law.

Copyright © ACE 2009 ACE Agreement 1: Design G 29

F8. INSURANCES

Public liability and professional indemnity insurances

F8.1 The Consultant shall maintain public liability and professional indemnity insurances in
the amounts and for the length of time sufficient to cover the Consultant’s liabilities
under this Agreement provided always in either case that such insurances are available
at commercially reasonable rates and subject to all exceptions, exclusions and
limitations to the scope of cover that are commonly included in such insurances at the
time the insurances are taken out or renewed as the case may be. The Consultant shall
immediately inform the Client if such professional indemnity insurance ceases to be
available on the terms required by this clause at commercially reasonable rates in order
that the Client and the Consultant can discuss means of best protecting their respective
positions in the absence of such professional indemnity insurance.

Evidence of insurance

F8.2 As and when reasonably requested to do so by the Client, the Consultant shall produce
for inspection brokers’ certificates to show that the insurance cover required by clause
F8.1 is being maintained.

F9 COMMENCEMENT, SUSPENSION AND TERMINATION

Duration of the Appointment

F9.1 Notwithstanding the date stated in Part A: The Memorandum of Agreement the effective
date of the appointment of the Consultant shall be the date upon which Part A: The
Memorandum of Agreement was executed by the parties or the date when the
Consultant first commenced performance of the Services, whichever is the earlier.
Unless terminated, the appointment of the Consultant shall be concluded when the
Consultant had performed the Services required under this Agreement.

Suspension by the Client

F9.2 The Client may at any time by Notice require the Consultant to suspend the
performance of all or any part of the Services. On Notice of suspension of all or any
part of the Services the Consultant shall cease such suspended Services in an orderly
and economical manner compatible with a possible order to restart. If the suspension of
the performance of all or any part of the Services exceeds nine months in aggregate the
Consultant may by giving four weeks’ Notice treat the Works or the Project or that part
of the Works or that part of the Project as having been abandoned and the appointment
of the Consultant in respect of all or any part of the Services affected shall be
automatically terminated.

Suspension by the Consultant

F9.3 Upon the occurrence of any circumstance beyond the control of the Consultant that is
such as to prevent or significantly impede the performance by the Consultant of the
Services under this Agreement, the Consultant may without prejudice to any other
remedy and upon not less than four weeks’ Notice suspend for a period of up to
twenty-six weeks the performance of the Services under this Agreement in respect of all

30 G ACE Agreement 1: Design Copyright © ACE 2009

 or such parts of the Works as are affected. At the expiry of the said period of
suspension the Consultant may if the Consultant is still prevented from performing such
Services for reasons beyond the Consultant’s control terminate the appointment of the
Consultant forthwith by a further Notice in respect of all or any part of the Services
affected.

Termination by the Client at any time

F9.4 The Client may terminate the appointment of the Consultant at any time by four weeks’
Notice in respect of all or any part of the Services.

Termination by the Client following a breach by the Consultant

F9.5 In the event of a breach of this Agreement by the Consultant the Client may give two
weeks’ Notice of the Client’s intention to terminate the appointment of the Consultant
setting out the acts or omissions of the Consultant relied upon as evidence of such
breach. If the Consultant does not, to the reasonable satisfaction of the Client, take
expeditious steps to repair the breach during the notice period the Client may forthwith
on the expiry of the notice period terminate the appointment of the Consultant by a
further Notice.

Termination by the Consultant in certain circumstances

F9.6 If circumstances arise for which the Consultant is not responsible and which the
Consultant considers make it irresponsible for the Consultant to perform all or any part
of the Services the Consultant shall be entitled to terminate the appointment of the
Consultant by two weeks’ Notice in respect of all or such part of the Services.

Termination by the Consultant following a breach by the Client

F9.7 In the event of a breach of this Agreement by the Client the Consultant may give two
weeks’ Notice of the Consultant’s intention to terminate the appointment of the
Consultant setting out the acts or omissions of the Client relied upon as evidence of
such breach. If the Client does not, to the reasonable satisfaction of the Consultant,
take expeditious steps to repair the breach during the notice period the Consultant may
forthwith on the expiry of the notice period terminate the appointment of the Consultant
by a further Notice. Notwithstanding the foregoing, in the event of the failure of the
Client to make any payment properly due to the Consultant in accordance with the
provisions of clause F5 by the final date for payment the Consultant may, upon not less
than two weeks’ Notice, terminate the appointment of the Consultant.

Termination following Insolvency

F9.8 The appointment of the Consultant may be terminated forthwith in the event of the
Insolvency of either party. Notice of termination shall be given to the party that is
insolvent by the other party.

Accrued rights

F9.9 Termination of the appointment of the Consultant under this Agreement shall not
prejudice or affect the accrued rights or claims of either party to this Agreement.

Copyright © ACE 2009 ACE Agreement 1: Design G 31

F10 COLLATERAL WARRANTIES

Provision of collateral warranties

F10.1 Where the Consultant has agreed to provide collateral warranties to third parties as
specified in clause B18 of Part B: The Particulars of Agreement, the Consultant shall
enter into such collateral warranties in the Construction Industry Council’s relevant
standard form or such other form agreed with the Consultant, provided that such form
shall not give any greater benefit to those to whom they are issued in quantum, duration
or otherwise than is given to the Client under the terms of this Agreement. It shall be a
condition of the provision of such collateral warranties that all fees due to the
Consultant at the date of execution of the collateral warranty have been paid.

F11 ASSIGNMENT

Assignment by the Consultant or the Client

F11.1 Neither the Consultant nor the Client shall, without the written consent of the other,
assign or transfer any benefit under this Agreement save that the Client may assign the
benefit of this Agreement at any time up to twelve weeks after the Services have been
completed without the consent of the Consultant and provided that all fees properly
due to the Consultant up to the date of such assignment have been paid.

F12 DISPUTES AND DIFFERENCES

Mediation

F12.1 The parties shall attempt in good faith to settle any dispute by mediation.

Adjudication

F12.2 Where this Agreement is a construction contract within the meaning of the Housing
Grants, Construction and Regeneration Act 1996 either party may refer any dispute
arising under this Agreement to adjudication in accordance with the Construction
Industry Council Model Adjudication Procedure current at the time of the referral of the
dispute. The adjudicator shall be appointed at the request of either party by the
Association for Consultancy and Engineering. The statement of case to be sent by the
referring party to the adjudicator in accordance with that Procedure shall not exceed
eight single-sided sheets of A4-sized paper excluding any attachments.

F13 NOTICES

Service of Notices

F13.1 Any Notice to be given under this Agreement shall be in writing and given by sending
the same by fax or by first class letter to the Client’s Principal Representative on behalf
of the Client or the Consultant’s Principal Representative on behalf of the Consultant at
the appropriate address as shown in Part A: The Memorandum of Agreement. Notices
shall take effect when they have been received by the Client or the Consultant as the
case may be. For the avoidance of doubt, any notice sent by e-mail shall not be an
effective Notice under the terms of this Agreement.

32 G ACE Agreement 1: Design Copyright © ACE 2009