All offers and fee bids, etc, by MPG and all contracts concluded with a Client shall be subject to and shall incorporate these terms and conditions. No amendment or variation to these terms and conditions shall be binding on MPG unless in writing signed by a director of MPG and a duly authorised officer of the Client. These terms and conditions supersede all other oral and/or written communications, representations, agreements or undertakings and any such communications, representations, agreements and undertakings which are not expressly contained in these terms and conditions shall not be deemed incorporated herein.
 

For the purposes of these terms and conditions, the services to be provided by MPG ("the Services") and the fees to be paid by the Client shall be as set out in the offer letter, fee bid or other document supplied to the Client in connection with these terms and conditions. Fees and charges are in all cases quoted exclusive of VAT.

MPG shall perform the Services with all reasonable skill, care and diligence, but no liability shall attach to MPG in respect of the Services except such liability as covered by their Professional Indemnity Insurance, and such liability is limited to ten times the level of the fee associated with the Services.
 

MPG’ liability shall be limited to that proportion of any loss or damage suffered by the Client as it would be just and equitable for MPG to pay having regard to the extent of MPG’ responsibility for the same and on the basis that all other persons liable for the same damage shall be deemed to have paid to the Client such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.

MPG shall be entitled to payment of additional fees and to reimbursement of any expenses and disbursements incurred for any additional work arising out of or in connection with:

• Changes in the scope or timing of the works undertaken by the Client, whether or not caused by changes of instructions of the Client, or his professional adviser, and/or
   

• Delay, defective performance or insolvency of the Client, his professional adviser, other consultants, contractor or supplier.

MPG shall be entitled to render invoices fortnightly unless otherwise agreed in writing. Each invoice is to be paid within 14 days of its date. The Client shall pay all invoices without deduction, set-off, abatement or counter-claim.
 

If the Client disputes in good faith that any item set out in MPG’ invoice is due, the Client shall give notice in writing within 5 days of the date of such invoice stating the reason for such dispute. The Client shall nevertheless pay all items which he does not so dispute. If no such notice is given, it shall be deemed that an invoice has been accepted by the Client in full. MPG and the Client shall immediately use their best endeavours to agree the amount of any disputed item.
 

In the event that the Client employs any member of staff or consultant who is or has been within the previous six months an employee of or engaged by MPG and who has been providing services to the Client on behalf of MPG, the Client will pay to MPG the sum of £15,000 (excluding VAT) immediately upon the employment or engagement of that person, whether that employment or engagement is direct by the Client or through a third party. This represents only a part of the true loss to MPG and is intended to act as an incentive to foster a business to business relationship that can be built on mutual trust for the long term.

The Client or MPG shall be entitled to suspend or terminate the performance of the Services by giving 30 days written notice of their intention to do so.
 

If performance of the Services has been suspended or terminated:

• MPG shall be entitled to send an invoice to the Client for all outstanding fees earned by MPG for the Services performed (whether wholly or in part) all expenses and other disbursements incurred and VAT due.

• The Client shall compensate MPG for all subsequent and consequential expenses and disbursements incurred or properly to be incurred in consequence of suspension or termination (including but not limited to the cost of engaging, redeploying or dismissing staff), and VAT due.

The Client may not assign or transfer all or any part of this contract without the written consent of MPG. Neither the Client nor MPG confers or purports to confer on any third party any benefit or any right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.
 

MPG will not at any time use or disclose to a third party any confidential information obtained through the provision of the Services, save for any information that subsequently comes into the public domain other than through the default of MPG
 

These terms and conditions and any contracts between the Client and MPG are governed by English Law.