Standard Terms and Conditions of Engagement for Architectural Services
The following standard conditions of engagement and contract apply unless specifically amended in writing by the Firm prior to commencement of work. The Client is the person, company, authority, agency or other body who instructs the Firm to carry out the work.
1. The Contract
1.1 The contract is between the Client and the Firm and relates to the development.
“Parties”
i) PSD Architectural Services – The Firm
ii) Client – The Client “Project”
iii) Project Address – The Development
2. Sub-Contracting
2.1 The Firm shall be entitled to sub-contract the performance of the whole or part of the project with the Client, without prior notice to the Client.
2.2 The Firm contracts for and on behalf of itself and its sub-contractors.
3. Delivery of Project
3.1 Delivery of the Project shall be to the location reasonably specified by the client and unless notified to the contrary will be the address listed on the attached fee proposal.
3.2 If the client refuses or fails to take delivery of the Project tendered in accordance with the Contract, the Firm shall be entitled to immediate payment in full for the Project and to store the same at the risk of the client.
4. Time for Performance
4.1 All performance times mentioned in any negotiations including the fee proposal or other document are approximate only and not of any contractual effect. The Firm shall not be liable for any expense loss or damage whatsoever arising directly or in-directly out of or in any way connected with any delay in performance. Late performance does not entitle the Client to reject the Project, terminate the Contract or withhold any part of the price.
5. Copyright & Design
5.1 Copyright in all intellectual property documents, architectural design(s) & drawings prepared by the Firm and in any works executed from those documents shall vest with the Firm alone.
5.2 The Client is hereby granted a non-exclusive non-assignable licence to use any drawings or documents only for the Project (which will is revocable in the circumstances described in Clause 5.3)
5.3 The Firm shall not be liable for any use by the Client of intellectual property documents, architectural design(s) & drawings for any purpose other than that for which the same were prepared by or on behalf of the Firm.
5.4 Any documents, text or drawings prepared by the Firm under this Agreement that could be affected by either the Property Misdescriptions Act 1991 or the Property Misdescriptions (Specified Matters) Order 1992, should not be included in any statements about land (which includes buildings) offered for sale without the information being cleared with the Firm.
6. Risk & Title
6.1 Notwithstanding delivery of the Project or any other provision of these Terms in the work (and in cases where the Copyright and Design right is to pass to the Client under the terms of the contract Copyright and Design right in the Project) shall not pass to the Client until the Firm has received in cash or cleared funds payment in full of the price for the Project and all other monies owed to the Firm by the Client for which payment is then due.
6.2 Until such payment has been made the client shall hold the Project in a fiduciary capacity for the Firm clearly marked as PSD Architectural Services Ltd property and separately from any other assets.
6.3 If prior to such payment the Client shall make default in payment, breach its obligations under this Contract, cease or threaten to cease to carry on business, enter into a Deed of Arrangement, make any voluntary arrangement with its creditors, becomes subject to an administration order, or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of and followed by a reconstruction or amalgamation), or shall be the subject of the presentation of a petition for the winding up of the Client or the appointment of an Administrator, or shall have a received appointed (whether by the court or out of court) of the whole or any part of the Client’s property, or if Taylor Cox Associates Ltd reasonably apprehends that such events are about to occur.
6.4 then without prejudice to the Firm’s other rights shall be entitled to:
a) cancel any Contract made with the Client and/or suspend or continue delivery of the Work at the Firm’s option and/or stop any Project in transit in each case without liability to the Client and without prejudice to the Firm’s right to recover damages for any loss sustained by it
b) require the Client to re-deliver the Project or any part to the Firm on demand
c) re-sell the Project or any part of it and apply the proceeds towards the Price and/or the Firm’s losses
d) enter the Client’s premises for the purpose of collecting and to collect the Project or any part of it and the Client shall be responsible for all of the Firm’s costs and expenses in connection with doing so;
and
any use of the Project thereafter shall constitute a breach of Copyright/Design.
6.5 If the Project or altered goods (defined below) are sold or hired out by the Client the Client shall assign to the Firm its rights to recover the price or hire charges if the Firm so required and the Firm shall have the right to trace all proceeds of sale or hire charges received by the Client through any bank or other account maintained by the Firm.
6.6 Should the Client alter the Project by subjecting it to any process of incorporating it into another product or mixing them in any way then the resulting product (“altered goods”) will pass into the ownership of the Firm until payment due under all contracts between the Firm and the Client have been made in full and all the Firm’s rights hereunder shall extend to the altered goods.
7. Price
7.1 Subject to this clause the price shall be the price specified in the proposal. Where no price has been specified the price shall be calculated by multiplying time spent on the Project by the Firm’s currently hourly rate, as follows:
Directors : £hourly rates schedule available on request.
Associates : £hourly rates schedule available on request.
Design Technicians : £hourly rates schedule available on request.
7.2 Planning Application and Local Authority consultation fees and surveys are excluded from all fee proposals and all such fees will be paid directly by the Client to the Local Authority.
7.3 All fee proposals exclude for NHBC, Building regulation and Local Authority consultation fees and survey costs. Such fees will be paid direct by the Client to the Local Authority concerned. Where a fee stage is related to a Local Authority decision, this is understood to be a committee resolution rather than the issue of a decision notice, which may be related to other legal agreements. By its very nature the Permission itself is beyond the Firm’s control, no guarantee that it will be granted can be given.
8. Payment Terms
8.1 Invoices will be submitted on a regular basis, based on the agreed programme of works & are strictly fourteen days (14) days unless otherwise noted as detailed within fee proposals.
8.2 Receipts for payment will be issued following payments received.
8.3 In accordance with The Late Payment of Commercial Debts (Interest) Act 1998, please note that interest may be added at 8% above the Bank of England base rate, if the invoice is not settled within fourteen (14) days from invoice date.
8.4 In the event that payment is not forthcoming within the prescribed 14 days, the Firm retains the right to stop work on any outstanding project for the Client.
9. Description, Quality & Damage to Goods
9.1 Upon delivery, the Client shall examine the Project forthwith and it is the responsibility of the Client to establish any errors.
9.2 Any claims that the Project is not accordance with the Quotation or the Client’s requirements must be communicated in writing to the Firm within 7 days of delivery. The project must be preserved in the condition delivered pending an investigation by the Firm.
9.3 If the Client fails to notify or report in accordance with these terms, the Project shall be deemed for all purposes to have been properly done and delivered to and accepted by the Client. The Client shall be bound to pay for the same in accordance with the Contract.
9.4 Whilst all reasonable care will be taken to research Planning histories and site surveys, information with Local Authorities, Statutory Undertakers and other relevant bodies, the Firm cannot be held responsible or liable for any errors or omissions which may result from the information supplied by these bodies.
10 Client’s Obligations
10.1 The Client agrees to arrange access for the Firm and its employees onto the Project site for any purpose in connection with the works.
The Client shall:
a) provide all material information, which is to provide within sufficient time to enable the Firm to meet agreed delivery times in a legible form
b) read, check, correct and approve all draft documents (including drawings) submitted within sufficient time to enable the Firm to meet agreed delivery times
10.2 The Client agrees that upon site commencement, any changes made to the completed contract drawings will be forwarded in writing as soon as they have been agreed. The Firm accept no responsibility for any errors or costs relating to a site invoked change.
10.3 The Client hereby warrants that all material supplied to the Firm under the Contract contains nothing which is libellous or deemed unlawful and the publication therefore will not infringe the copyright or any other rights of any third party or breach any law or bye-law regulation.
11. Force Majeure
11.1 The Firm accept no responsibility for any failure to perform this Contract or delay arising from circumstances outside the Firm’s control.
11.2 If the Firm is prevented from performing the Contract or any part of it in the above circumstances, the Firm shall notify the Client of that fact in writing.
11.3 If the circumstances preventing performance are still outstanding three months from and including the date, the Firm will send such notice to the Client that either party may give written notice to the other cancelling the Contract or in the part question. Such notice must be received whilst the circumstances are still continuing.
11.4 If the Contract or any part of it is cancelled in this way, the Firm shall be entitled to payment for the Project actually done (or to be done under any part not cancelled) The Firm accepts no liability to compensate the Client for any loss or damage cause by the failure to deliver.
12. CDM Regulations
12.1 The Client hereby acknowledges the they have been informed of their duties imposed on them by the Firm in accordance with the Construction (Design and Management) Regulations 2015 the essential being that the Client appoints a Principal Designer if more than two trades are required to be appointed, to ensure compliance with Regulation 5(1)(a) to perform specified duties in Regulations 11 and 12.
12.2 The Fee agreement does not include any duties or responsibilities of the Principal Designer.
12.3 The appointment of the Principal Designer shall be made directly by the Client. The Firm undertakes to carry out such duties as applicable in its role as Designer in accordance Regulation 9.
13. Duty of Care
13.1 The Firm shall exercise all reasonable skill, care and diligence in the performance of services relating to the Project.
14. Period of Liability Liability of the Firm shall end 6 years following the date of practical completion of the Development or Project, as described in Section 1.0
14.2 For the purpose of this agreement and subject to receiving a formal certificate or client information, practical completion shall be deemed clearance of any ARCHITECTURAL conditions relating to either NHBC and/or Local Authority approval.
15. General
15.1 For the avoidance of doubt, nothing in this agreement is intended to confer on any third party any benefit or the right to enforce any term of this agreement pursuant to the Contract (Rights of Third Parties) Act 1999.
15.2 Governing Law – These Terms shall be governed by and constructed in accordance with the Laws of England and the Firm and Client hereby submit to the jurisdiction of the English Courts
15.3 Formal written acceptance of the associated fee quote and standard terms and conditions is required / preferred. However, In the absence of formal appointment documents, the associated fee quote and standard terms and conditions are deemed to be acceptable.