Terms & Conditions
FSB – Contract Agreement
This Agreement is made on: [Insert Date of Contract]. Contract No: FSB - Project Name: [Insert Project Name].
Site Location: [Insert Project Location]. This Agreement is entered into by and between
I. The Parties. This Construction Contract is made between: CONTRACTOR: FSB Company UK Ltd, address of
No. 2 Chichester House, 145A London Road, Kingston Upon Thames, KT12 6NH, United Kingdom. Registered
No. 09780895. AND CLIENT: [Insert Client Name], [Insert Client Address]. WHEREAS the Client intends to pay
the Contractor for Services provided, effective [Insert Effective Date], under the following terms and conditions:
II. The Services. The Contractor agrees to perform the following: Phase [Insert Phase Title] – [Insert concise
overview of the works]. The Contractor shall carry out all labour, plant, and materials necessary to deliver the
following scope of works: [Insert scope item 1].
[Insert scope item 2].
[Insert scope item 3].
[Insert scope item 4].
[Insert scope item 5].
[Insert scope item 6].
[Insert scope item 7].
RECITALS • The Client is committing to carrying out construction works at [Insert Project Location].
• The Contractor has agreed to perform and complete the construction works as described in the Scope of Work,
and the parties are entering into this Contract to set forth their rights, obligations, and responsibilities with respect
to the performance of such works.
III. Payment. In consideration for the Services to be performed by the Contractor, the Client agrees to pay the
following: ☐ - [Insert Contract Sum] subject to VAT, totalling [Insert Total incl. VAT] for the Services. Completion
shall be defined as the fulfilment of Services in accordance with industry standards and to the approval of the
Client, not to be unreasonably withheld. The Contractor agrees to be paid: ☐ - On a weekly basis, based on
agreed percentages complete as per the attached Schedule of Work and Valuation document, with one week’s
progress value retained by the Client at all times, until completion. Retention: A 5% retention shall apply to all
interim payments, to be released in full upon Practical Completion. Late Payment Penalties If any payment is not
made by the due date, the Client will incur a late payment fee of 0% for each day that the payment is delayed.
This late fee is intended to compensate the Contractor for the additional administrative costs and potential project
delays caused by late payments. Payment Method and Currency All payments under this Agreement shall be
made in GBP (£) via bank transfer. Details for electronic payments, including bank account information, will be
provided by the Contractor in the invoices. Both parties agree that these payment methods ensure a reliable,
traceable, and secure transaction process.
IV. Due Date. The Services provided by the Contractor shall: ☐ - Be completed by [Insert Completion Date].
V. OBLIGATIONS OF THE PARTIES CLIENT • Provide access to the Site for the Contractor to perform the
Works. • Ensure that the Site is free from any hazardous conditions or obstructions that could impede the Works.
• Pay the Contractor in accordance with the agreed Payment Schedule. • Provide necessary permits and
approvals related to planning and building control. CONTRACTOR • Perform the Works with due diligence, care,
and in accordance with the highest professional standards. • Ensure that all materials and workmanship conform
to the agreed specifications and drawings. • Comply with all legal requirements, including the Construction
(Design and Management) Regulations 2015. • Appoint a site manager to oversee daily operations on the Site.
VI. COMMENCEMENT AND COMPLETION • Commencement Date: The Contractor shall commence the Works
on the prescribed time, [Insert Commencement Date]. • Completion Date: The Works shall be completed by
[Insert Completion Date]. In the case of delays caused by unforeseeable circumstances beyond the Contractor’s
control, an extension of time may be agreed upon. Failure to complete the Works by the Completion Date owing
to unnatural circumstances shall not be subject to the imposition of Liquidated Damages by the Contractor.
VII. Proprietary Information The product of all work performed under this Agreement, including without limitation
all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models,
work-in-progress, and deliverables, will be the sole property of the Client. The Contractor hereby assigns to the
Client all right, title, and interest therein, including but not limited to all audiovisual, literary, moral rights,
copyrights, patent rights, trade secret rights, and other proprietary rights therein. The Contractor retains no right
to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product.
The Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images, videos,
or audio recordings made by the Client during the Contractor’s work, including any royalties or proceeds derived
therefrom. The Client will be entitled to use the Contractor’s name and/or likeness in advertising and other
materials.
VIII. No Partnership. This Agreement does not create a partnership relationship between the Client and the
Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the
Client's behalf or represent the Client in any manner.
IX. Workmanship Guarantee FSB Contracting warrants that all services performed under this Agreement shall
adhere to the highest professional standards and fully comply with all applicable industry norms and regulations.
The Contractor further guarantees that all materials and goods supplied in connection with the services shall be
new, of first-rate quality, and free from any defects in material or workmanship. In the event of any defect, the
Contractor shall promptly, at its own expense, repair or replace the defective materials or goods to ensure
conformity with the standards specified in this Agreement.
X. Insurance and Liability Commitment to Safety and Security: FSB Company UK Ltd is committed to maintaining
the highest safety and security standards throughout the duration of the project. The Contractor will maintain
comprehensive insurance coverage to mitigate potential risks associated with the construction project. Types of
Insurance Required: • Public Liability Insurance: Protects against claims for bodily injury, property damage, and
other liabilities that could arise from the project. FSB Company UK Ltd will maintain a minimum coverage of
£2,000,000. Responsibility for Insurance: FSB Company UK Ltd is responsible for ensuring that all insurance
policies are kept current and provide adequate coverage throughout the duration of the project. Additional
Provisions: • Insurance Policy Adjustments: If the scope of the project changes significantly, FSB Company UK
Ltd agrees to adjust its insurance coverage accordingly and provide the Client with updated proof of insurance. •
Claims Procedure: In the event of an incident that might give rise to a claim, FSB Company UK Ltd will notify the
Client immediately and provide all necessary support to process the claim efficiently.
XI. Assignment and Delegation. The Contractor may assign rights and delegate duties under this Agreement to
other individuals or entities acting as subcontractors. The Contractor recognizes that they shall be liable for all
work performed by any subcontractor and shall hold the Client harmless of any liability in connection with their
performed work.
XII. Successors and Assigns The Client and the Contractor each bind themselves, their partners, successors,
assigns, and legal representatives in respect of all covenants of this Agreement. Neither the Client nor the
Contractor shall assign, sublet, or transfer their interest in this Agreement without the written consent of the other.
XIII. Amendments This Agreement acknowledges the evolving nature of construction projects and allows for
amendments to the originally agreed timelines under specific conditions. Any party seeking a timeline adjustment
must submit a written request, including detailed justification and proposed new deadlines. Such modifications
shall only proceed upon the consent of the Contractor, who must agree that the requested changes are
necessary and reasonable. The amendments, once approved, shall be documented in a formal modification
outlining the revised timelines and any associated impact on project costs and deliverables. This amendment,
signed by both parties, will form an integral part of the contractual obligations.
Qualifications [Insert qualification or allowance 1].
[Insert qualification or allowance 2].
[Insert qualification or allowance 3].
XIV. Termination for Breach of Contract. A. Contractor's Termination. The Contractor may, on 3 days’ prior written
notice to the Client, terminate this Agreement before the completion of the Work when, for a period of 7 days
after a progress payment is due, through no fault of the Contractor, the Client fails to make the payment. On such
termination, the Contractor may recover from the Client payment for all Work completed and for any loss
sustained by the Contractor for materials, equipment, tools, or machinery to the extent of actual loss thereon,
plus loss of a reasonable profit. B. Client's Termination. The Client may, on 14 days’ prior written notice to the
Contractor, terminate this Agreement before completion of the Work, and without prejudice to any other remedy.
The Client may do so when the Contractor defaults in performance of any provision of this Agreement or fails to
carry out the Work in accordance with the Contract Documents.
XV. Obligations Upon Termination The Client is obligated to compensate the Contractor for all services rendered
or goods provided up until the termination date. This ensures fair remuneration for work performed and expenses
incurred. Any property, documents, or confidential information belonging to either party that is in the possession
of the other party must be returned upon termination unless agreed otherwise.
XVI. Confidentiality In connection with the Contractor's participation in the Work, the Contractor will access and
contribute to highly sensitive materials, including Confidential Information. The Contractor warrants that neither it
nor its employees or agents will disclose, use, or provide such Confidential Information to any third party without
the Client’s prior written consent, except as required by law or under certain conditions (e.g., prior possession,
public domain, or independent development). All Confidential Information remains the property of the Client and
must be returned upon request or at the termination of this Agreement.
XVII. Waiver No Party shall be deemed to have waived any provision of this Agreement or the exercise of any
rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a
breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent
breach or violation.
XVIII. Dispute Resolution The parties to this Agreement commit to resolving any disputes arising from or relating
to this Agreement or its breach through a constructive and cooperative approach. Initially, the parties shall
endeavour to resolve any dispute through informal direct discussions, which must be initiated promptly upon
identifying the issue. Should such discussions fail to resolve the dispute within thirty (30) days, the parties agree
to proceed to mediation conducted by a mutually selected neutral third-party mediator at an agreed location.
Each party shall bear its own costs associated with the mediation, and both parties shall participate in good faith
with the objective of resolving the dispute.
XIX. Arbitration Any dispute or difference arising out of or in connection with this Contract, including any question
regarding its existence, validity, or termination, shall be resolved through arbitration. The arbitration shall be
conducted in accordance with the Arbitration Act 1996 and the rules of the Chartered Institute of Arbitrators. The
seat of arbitration shall be London, England. Proceedings shall be conducted in English, and the arbitral award
shall be final and binding on both parties. Each party agrees to bear its own costs associated with the arbitration,
unless otherwise determined by the arbitrator.
XX. Governing Law This Contract shall be governed by and interpreted in accordance with the laws of England
and Wales. Any disputes arising out of or in relation to this Contract shall be subject to the exclusive jurisdiction
of the courts of England and Wales. Both parties irrevocably consent to such jurisdiction and waive any objection
to venue.
XXI. Legal Compliance FSB Company UK Ltd and the Client shall fulfil all contractual obligations under this
Agreement in strict adherence to all applicable laws, regulations, and codes of practice of England and Wales.
This includes compliance with environmental statutes and employment laws relevant to the execution of the
project. Each party agrees to ensure that its performance under this Agreement meets the highest legal and
regulatory standards applicable to the project.
XXII. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or
invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such
provision or section is invalid or unenforceable, thus limiting the effect of another provision or section. In such
case, the affected provision or section shall be enforced as so limited.
XXIII. Additional Terms and Conditions.
XXIV. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire
agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises,
conditions, or understandings between the Employer and Employee.
Client’s Signature:
Date:
Print Name:
Contractor’s Signature:
Date: [Insert Date]
Print Name: [Insert Name]