Terms And Conditions

1.1 These are the terms that govern the professional appointment (the “Appointment”) of “Us”, SA Studio Architecture Limited, company number 08518605 Trading as SA Architectural Services, by “You”, the person named in the accompanying quotation letter (the “Letter”)..

2 Our Obligations

2.1 We shall exercise reasonable skill and care in providing the services specified in the Letter (the “Services”). We shall provide the Services with due regard to the terms of your project brief (the “Project Brief”) stated in the Letter within the time scale agreed, or if none, within a reasonable time.

2.2 We shall maintain professional indemnity insurance against any loss You may suffer in the event that We are negligent in performing the Services, the exact amount and basis of cover to be advised on request, for a period of at least six years from the date of the termination of our employment or our earlier completion of the Services. We shall maintain any other policies of insurance that are required of us by law.

2.3 We shall keep you informed of the progress of the Services generally and in the context of the Project Brief.

2.4 We shall perform the role of a “designer” or, if expressly stated in the Letter, the “principal designer” pursuant to the Construction (Design and Management) regulations 2015 (the “CDM Regulations”). We shall acquit any other duties we may have under the CDM Regulations. We confirm that We are competent and experienced for the purposes of the CDM Regulations to carry out the roles of "designer" or "principal designer".

2.5 We shall liaise with any building contractors and other consultants appointed by You to work on the project described in the Letter (the “Project”).

2.6 We shall advise you in the event that We consider it necessary for You to appointment other consultants.

2.7 We shall act as your agent in all matters where necessary for us to provide the Services.

2.8 Should We be administering the building contract between You and your chosen building contractor, we shall do so with the legally necessary degree of impartiality and use our independent judgement when fulfilling our duties under the building contract.

2.9 We should not make any material change to the design of the Project, including the omission or substitution of materials without your consent.

2.10 Although we take photographs and publish the same for publicity purposes, We shall not disclose, save where it is required for the progress of the Project, legal or insurance reasons, information about the Project that is not in the public domain without your permission.

3 Your Obligations

3.1 You shall provide us in adequate time with your instructions, any information and any materials required to enable us to perform the Services in a timely and efficient manner.

3.2 You shall appoint any other consultants and appoint a contractor to carry out the building works necessary to allow us to complete the Services in a timely and efficient manner.

3.3 You shall pay any charges for fees, permissions, consents and licences necessary for the Project direct to the payee and procure any and all of the same in such a manner as to allow use to proceed with the deliver the Services punctually and efficiently. If agreed as part of the Services and stated in the Letter, We shall apply for the necessary permissions, consents and licences necessary for the Project and You shall pay us for any expenses and disbursements incurred in addition to our Fee.

3.4 If You appoint us to administer the building contract you shall not deal with the contractor direct, but through us as your agent.

3.5 If We advise you that information is confidential, You shall not disclose the confidential information to any third parties unless it is necessary to obtain professional, including legal and insurance, advice about the Project unless You are required to do so by law.

3.6 You acknowledge that planning permission, or any other consents, licences or permissions may not be given at all, or in any given time and may be granted conditionally.

3.7 You acknowledge that We cannot be held liable for the performance of any contractor or other consultant other than any subconsultants to us. 

4 Subcontracting, Assignment and Novation 

4.1 We may, after notifying You, subcontract the performance of any and all the Services to a third party, but We would remain responsible for the quality of the work done by any such subconsultants as though the Services were provided exclusively by us.

4.2 We may assign the benefit and burden of the Appointment to another and You may assign the benefit of the Appointment to another upon the assignor giving the assignee notice to this effect.

4.3 This appointment may not be novated to another without our prior written permission.

5 Our Fee and Expenses

5.1 You shall pay our fee for delivering the Services (the “Fee”), together with any expenses and disbursements due. The amount of the Fee, expenses and disbursements payable and the dates for delivery of our invoices shall be as stated in the Letter. If the Letter is silent as to the invoice dates and the amount payable, we shall invoice you at the end of each month in an amount that is commensurate to the proportion of the Services provided and the expenses and disbursements incurred since the end of last invoiced period. The amount sums due for expenses and disbursements shall be as stated in the Letter or, if no such information is stated in the Letter at a rate equal to the cost to us plus 20%.

5.2 The due date for payment will be the date You receive the invoice. If You disagree with the amount that is invoiced, you must issue a payment notice stating how much you intend to pay and the basis of calculation within five days of the due date. If you do not serve a payment notice the invoice shall stand as a default payment notice. The sum stated in the payment notice or default payment notice shall be “notified sum”.

5.3 The final date for payment is 14 days after the due date. If You intend to pay less than the notified sum you must serve a payless notice to this effect so that We receive the payless notice no less than seven days before the final date for payment.

5.4 If You fail to serve a valid payless notice or pay the notified sum by the final date for payment We may, after giving You seven days' written notice of our intention to do so, suspend our performance of the Services until paid in full. If any such suspension occurs, any additional costs We incur should be added to our Fee and would be recoverable through the next invoice. If We are to complete the Services within an agreed time, any time we should lose as a consequence of the suspension, not just the time during which our performance would be suspended, would be added to the time We would be allowed to complete the Services.

5.5 Should any payments be made late, You would pay us interest on the sums due at a rate of 5% above the Bank of England base rate, as varied from time to time until the sums due have been received by us.

6 Instructions and Varying the Services

6.1 Any instructions that You give us shall be written and sent to us by email or post, if not hand delivered. You may alter the scope of the services by way of addition or omission, subject to our right of reasonable refusal, but You are not permitted to reduce the scope of the Services substantially other than with our prior written permission.

6.2 In the event that You vary the scope of the Services, the way or order in which they are to done, or if the Services are varied through the operation of the law or to comply with the provisions of any licences, consents or permissions, the Fee shall be varied. If We are put to unforeseen extra costs at the date of the Letter to deliver the Services, our Fee would be increased. The amount by which the Fee shall be varied shall be agreed, but, if not, will be ascertained using the rates upon which the Fee was originally calculated or using our usual hourly rates, as stated in the Letter or as may be advised from time to time, to calculate the revised Fee on a fair and reasonable basis. Any time allowed for the completion of the Services shall be extended by agreement or extended by a fair and reasonable amount in the event, that the scope of the Services is varied for any reason.

6.3 You shall not suspend the provision of the Services without or prior written consent. We shall have reasonable access to the site and shall be allowed to visit site at times and for purposes that are convenient to us. 

7 Copyright and Licence

7.1 We shall own all the intellectual property rights, including copyright, in any documents, electronic or otherwise, that we produce in connection with the Services. Provided any part of the Fee is not outstanding, You shall have a royalty free licence to produce and use our intellectual property for any purpose connected with the Project, which shall include a right to grant sublicenses to others for the purpose of constructing the Project. You may use our intellectual property to extend the Project, but not to reproduce any aspect of our design for this purpose. We shall have no liability arising out the use of our intellectual properly other than for the purpose for which it was first prepared including the extension of the Project.

7.2 You shall ensure that We have a royalty free licence to use the intellectual property of any others that we might require to complete the Services and You shall indemnify us against any claims from third parties that may arise in the event that You are in breach of the terms of this clause.

8 Liability

8.1 Our liability to You, other than in respect of death or personal injury, shall not exceed an amount equal to ten times our Fee, howsoever any such liability may arise.  We shall not be liable to you for any losses that are in respect of loss of profit or business opportunity or, arise in any way other than for the cost of reinstatement or repair.

8.2 Neither We nor You will have any liability to one another arising under or in connection with this Appointment and the Services after six years following the earlier of our completion of the Services or the termination of our employment under the Appointment.

9 Termination

9.1 We may terminate our employment under this Appointment at will upon our giving You seven days’ written notice to this effect. In the event that We terminate our employment other than because You are in breach of the terms of this Appointment, You shall pay us for any part of the Services We have done and We shall have no liability to You other than that which may arise from the completed elements of the Services.

9.2 If You consider us to be in material breach of the terms of this Appointment You may serve us with a notice stating that this is the case and instructions to remedy the breach within 28 days of our receipt of you notice. Should We fail to remedy the breach within the 28 day period, You may terminate our employment forthwith. In the event that You terminate our employment for a material breach of the terms of our Appointment You will pay us only for the proportion of the Services We have done as at the date of termination.

9.3 If We terminate because you are in breach of contract by utilising clause 9.1, or otherwise, You shall pay us for that proportion of the Services we have done as at the date of termination, together with our loss of profit on the balance of the Services not done as at the date of termination. 

10 Dispute Resolution and Jurisdiction

10.1 In the event that You and We cannot resolve any difference or dispute by negotiation, either of us may refer the dispute or difference at any time to adjudication pursuant to the Housing Grants, Construction and Regeneration Act 1996, as amended by Local Democracy, Economic Development and Construction Act 2009, and the Scheme for Construction (England and Wales) Regulations 1998, as amended.

10.2 We and You agree that for all purposes, including under Section 104 of the Housing Grants, Construction Act 1996 this Appointment is a “construction contract”.

10.3 The law of England and Wales apply to this Appointment and any disputes shall be finally

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