Standard Terms of Service
The below General Terms and Conditions, are for the services offered by Unison to its Client(s).
Unison shall exercise the degree of skill, care, and diligence which could reasonably be expected of it in the circumstances.
The Client shall provide to Unison in a timely manner all information and assistance required by Unison to perform the Services.
In consideration of Unison’s performance of the Services, the Client shall pay Unison lump sum fees, monthly, bi-monthly, daily, or hourly rates, and other expenses set forth in this proposal.
Unison shall invoice the Client in accordance with the fees and payment details included in this submission. Invoices related to the charges for Services, including any Services provided by way of Variation, and any expenses incurred and not yet paid for, the Client shall pay the total amount invoiced within 7 days of the date of issue of such invoices.
All Intellectual Property, copyright, and all other property in all information, documentation and materials (including in electronic or any other format) provided by Unison in connection with the Services shall remain with Unison. Unison will grant the Client, upon their written request, an unconditional right to use the information, documentation and materials only for the project that Unison has been engaged for, subject to payment being made in full for the Services.
The Client may require Unison to increase, decrease or omit any part of the Services or to provide additional Services (‘Variation’), in which case the time for completion of the Services may be adjusted by Unison to reflect such Variation. Any charges and expenses incurred in connection with Services provided by way of variation shall be payable in accordance with the Fee Schedule.
Either party may terminate this Agreement:
If the other is in material breach of its obligations hereunder which breach has not been remedied within twenty-eight (28) days of a written request to remedy the breach or has failed duly to pay money outstanding to the other within fourteen (14) days; or
In the case of the Client, upon giving Unison three (3) months written notice of its intention to do so, the balance of the fee agreement will be payable; or
In the case of Unison, three (3) months written notice if it discovers that the Client has made any material misrepresentation connected with the Services, the project to which they relate, or the circumstances in which they may be performed; or
If the other becomes insolvent or an order is made, or resolution is passed for its winding up, or a receiver or administrator is appointed to it or any of its assets or it takes steps with a view to any compromise or arrangement with its creditors; or
If it becomes unlawful for a party to perform its material obligations under the Agreement, in each case such termination is to take effect without prejudice to accrued rights and obligations.
The liability of Unison to the Client and any third party in contract, tort (including negligence), or otherwise for all delays, losses, damages, and liabilities whatsoever and howsoever arising which are suffered or incurred in connection with this Agreement and Services shall be limited to the cost to Unison of re-performance of the Services concerned. Unison shall not be liable for any claims whatsoever not notified in reasonable detail to it by the Client within six (6) months following completion of the Services.
Unison shall not be liable, to the Client or any third party for any kind of indirect or consequential loss or damage such as but not limited to loss of use, loss of profit, loss of production, or business interruption which relates to the Services or this Agreement.
The Client shall provide and maintain a liability insurance policy in respect of Unison’s liability for claims from third parties for death or injury to persons and for loss of or damage to property for any amount up to its agreed insured value.
The Client shall maintain worker’s compensation insurance covering all Unison personnel in accordance with the laws of the Country, State, or Territory in which the Services are executed.
Neither the Client nor Unison shall assign, sublet or transfer any right or obligation under the Agreement without the written consent of the other party.
Any dispute arising in connection with the Services shall first be referred to mediation for settlement. In the event any such dispute is unresolved after thirty (30) days of the commencement of such negotiations & mediation, such disputes arising out of or in connection with the Contract, including any question regarding its existence, validity, or termination, shall be referred to the arbitration of a Sole Arbitrator appointed mutually by Unison and the Client failing which the Sole Arbitrator will be appointed vide the provisions of Arbitration Act, 1940. The Arbitration proceedings shall be in English and held in the city of a signed agreement and the Court in the city where the agreement is signed and this alone shall have jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the country where the agreement is signed and shall be subject to the exclusive jurisdiction of the courts in the relevant city of the country.
This Agreement is governed by the laws of the country where the agreement is signed.
No set-off, counterclaim, deduction, or extension of time that is not expressly provided for in this Agreement shall be available to or asserted by the Client in relation to amounts owed to it by Unison or otherwise in connection with this Agreement.
Any notice sent in connection with this Agreement shall be in writing and delivered by hand or registered mail to a party at its address specified or otherwise duly notified for the purposes.
Address for Service of Notices as per the execution details below.
Unison may provide opinions of probable cost for options provide. By Unison providing our opinion of the probable cost of construction, it is agreed and understood by all parties that we have no control over:
The cost of labour, materials or equipment,
The means, methods, and procedures of the contractor’s work,
The competitive bidding processes.
Our opinions of probable cost are based upon current market services and provisions, experience, and qualifications and represent our judgment, as a consultant/contractor familiar with the resource sector and the building and construction industry but shall not be a guarantee that the construction costs will not vary from our opinions of probable cost.
All information required by Unison, either/or in hard copy and electronic media (including drawings) is to be issued to Unison at no cost and in a format acceptable to Unison.
Unrestricted access to all relevant historical data held by the Client regarding the project will be available to Unison and our representatives.
It is assumed that access to the site will be provided to Unison without constraint or cost.
Unison will produce high-quality documents in electronic form.
Our fee excludes any costs to be paid to any Client “in-house” resources or external parties directly engaged by the Client.
Whenever Unison is required to liaise with Regulatory & Statutory Authorities, our fee proposal is developed on the basis that the authorities will provide their input without cost and in a timely manner. Should any Authority cause delay or additional cost to Unison, Unison reserves the right to claim an extension of time and recovery of resultant additional fees and any reimbursable costs.
The daily/hourly rates quoted in this submission do not include travel and accommodation expenses for any travel outside of the country of residence for our personnel. All costs pertaining to project-related travel outside of Pakistan are recoverable from the Client as a reimbursable expense.
Where the Client is to pay for travel, all airfares are to be Business Class for all international flights and Economy Class for all travel within Pakistan. All travel time will be chargeable.
All “reimbursable expenses” will be recovered at cost.
There is no retention of monies from fees charged. No securities have been allowed (bank guarantees, performance bonds, insurance bonds, or retention) and no liquidated damages apply.
No Professional Indemnity Insurance is provided by Unison. If the client requires this to cover our consulting services, then the insurance policy must be taken out and paid for by the Client.
Fee amounts and payment terms are to be paid strictly in accordance with the terms detailed above.
No Government taxes are included in our fee. PRA, GST, VAT, etc are excluded. Withholding Tax is included.
Otherwise unless detailed all monetary sums shown are in PKR.
The terms of this mandate are confidential between Unison and the Client. Neither Unison nor the Client or their respective legal and financial advisers will disclose the terms of this mandate to any third party other than their legal and financial advisors without the prior agreement of the other except as required by law.
The Client hereby acknowledges and consents that Unison may share information or matters relating to the Client with affiliates of Unison and that such affiliates may likewise share information relating to Unison with the Client, however, both parties agree to otherwise give each other undertakings to protect the confidentiality of the information disclosed to them by the other.
Unison only covers the cost of software and access to all cloud-based platforms for our own staff. The Client and all other parties working on the project have to pay their own subscription fees for Microsoft, Autodesk, BIM Collaborate (Pro), and any other platform used to deliver the project.