James and Rose Lauder, Flat 4, 2 Collingham gardens, London SW5 OHW Tor Richard F. Gill & Associates LLP, 147 Gloucester Terrace, London W2 6DX For the attention of: lan Gill C.Eng M.LStructé. Dear Sirs Project: Proposed basement at 35 Clareuille Grove, London SW7 SAU Appointment: Structural Engineer We have pleasure in confirming your appointment in relation to the Project upon the terms, set out in this appointment. 1, Services ‘You will use the level of skill and care set out in paragraph 2 below to provide the services (the Services) as set out in Schedule 1, and to see that you will do so promptly. We may instruct variations to the Services (including the omission of services, whether or not the omitted services is to be undertaken by another consultant or contractor engaged by Us) of additional services and any variations or additional services shall not invalidate your appointment. If you are required to carry out additional services, then we will pay to you @ fair and reasonable additional payment for such additional services performed by you provided you have obtained our prior written instruction or consent to the carrying out of such additional services. Duty of Skill & Care In performing the Services you will exercise the reasonable skill, care and diligence to be expected of properly qualified professional structural engineers who have held themselves ‘out as competent to perform such services and who are to perform or have performed such services having due regard to the size, scope, nature, complexity and value of the Project. You warrant that you have exercised and will continue to exercise reasonable skill and care to see that you have not specified and will not specify for use in the Project any materials which at the time of specification are generally known in the industry to be deleterious to health and safety and/or the durability of the buildings or structure. Personnel You warrant to us that you have exercised and will continue to exercise the level of skill and care set out in paragraph 2 above to see that you have allocated and that you will continue to allocate adequate resources to the Project to enable you fully to perform the Services, 4. Copyright & Confidentiality ‘You will provide us with such information, proprietary material, drawings and documents relating to the Services as we may request from time to time and you hereby grant to us an irrevocable royalty-free assignable and sub-licensable copyright licence in any suchinformation, proprietary material, drawings and documents prepared by or on your behalf in connection with the Project. You will not be liable for any use of the aforementioned documentation for any purpose other than the purpose for which the same was prepared by you. You will keep confidential and not disclose to any person or use any confidential information relating to us or the Project, or otherwise without our consent. 5. Assignment You may not assign this appointment and may only sub-contract your services or any part thereof hereunder with our prior written consent. 6 Fee ‘We will pay you the fee as set out in Schedule 2, Your fee set cut in Schedule 2 includes all your expenses and disbursements incurred in performing the Services but is exclusive of VAT. 7. Insurance You will maintain professional indemnity insurance in respect of the Services hereunder Providing cover of £5,000,000 (Five Million Pounds) any one claim or series of claims arising out of the same originating or underlying cause for a period expiring 6 years after completion of all of the Services hereunder subject to the same remaining generally available to consultants of your discipline in the UK market at commercially reasonable rates of premium. You will provide written evidence of maintenance of such professional indemnity insurance cover to us within 7 days of our request. Limitation of Liability 8.1 The Consultant's liability under or in connection with this Agreement shall be limited to £5 million for each and every claim or series of claims arising out of the same originating or underlying cause. This limit shall apply however that liability arises, Including, a liability arising by breach of contract, arising by tort or arising by breach of statutory duty. Provided that this clause & shall not exclude or limit the Consultant's liability for: 8.1.1. death or personal injury caused by the Consultant's negligence; or 8.1.2 fraud or fraudulent misrepresentation. 8.2 For the avoidance of doubt, any liability of the Employer under this appointment shall be joint and several as between the two named individuals as Employer. 9. Termination We may terminate this appointment at any time by giving 14 days’ notice to you. On termination, you will be entitled to the payment of your fees up to the date of termination for Services properly performed in accordance with this appointment Provided That: (i) such 2payment shall be subject to the delivery to us of all documents you have prepared in the performance of the Services; and [i) we will not be obliged to make any such further payment in the event termination is due to a material breach on your part {which you have failed to remedy within 7 days of a notice to do so) or your insolvency/administration, 10, Third Party Warranties You shall, within 7 days of our request, execute and deliver a deed of collateral warranty in favour of Aldermore Bank Plc, Such warranty will be in the form required by the Bank and attached hereto. 11, Dispute Resolution & Applicable Law The adjudication provisions contained in Part 1 of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (S.|, 1998/649) the (the "Scheme') shall apply to this appointment. The Technology and Construction Solicitors Association shall be the ‘nominating body for the purposes of paragraph 2(1)(b) of the Scheme. The decision of the adjudicator shall be binding on the parties unless and until the dispute is determined by legal proceedings or by agreement. Save as set out above, all disputes and differences between the parties shall be submitted to the exclusive jurisdiction of the English courts. This appointment shall be governed by and construed in accordance with English law. 12, Other Consultants You shall liaise with the other consultants and contractors engaged by us for the Project and those notified to you from time to time to assist in performance of the Services. 13. Previous Agreements The terms of this appointment supersede any previous agreements or arrangements between us in respect of the Services, and for the avoidance of doubt your own standard terms and conditions of engagement shall have no validity under this appointment. 14, Effective Date Notwithstanding the date of this appointment, the provisions of this appointment shall be deemed to take effect when you first commence performance of tie Services. No action or proceedings for any breach of this appointment whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against you after the expiry of 6 years from the date of completion of all of the Services hereunder. 15. Construction (Design and Management) Regulations 2015 The consultant will carry out and fulfil, in all respects using reasonable skill and care, the duties of a designer under the Construction (Design and Management) Regulations 2015 (5! 2015/51), Kindly confirm your acceptance to working on the basis set out above by signing and returning the duplicate copy of this appointment.