These terms of business set out the general terms on which Style, Design and Architecture Limited or any trading names thereof will provide architectural services, and will apply to any matter on which you engage us. We will normally send you an Engagement Letter and the Appointment Proposal which, together with these Terms, will set out the contractual terms on which we are engaged to act for you.
Certain words and phrases used in these Terms have been given specific meanings which are set out in paragraph 29.
These Terms of Business together with any Engagement Letter and Appointment Proposal form are the entire agreement between us as to the terms of our appointment and set out the terms and conditions upon which we agree to be engaged by you, to the exclusion of all other correspondence, discussion or other terms that you or we may purport to apply in conjunction with out engagement (unless agreed in writing between you and us).
3.1. The scope of each engagement will usually be set out in the Engagement Letter, or will otherwise be agreed with you. The scope of any engagement may be revised at any point by agreement with you. We will exercise reasonable skill and diligence in carrying out your instructions.
3.2. It is important to be clear that our role is to provide architectural advice and not (unless otherwise agreed) to advise on commercial or financial objectives. It is not part of our role to advise on commercial, financial or business issues. In particular we do not advise on the commercial or financial viability or merits of transactions, or the business risks that may be associated with them.
3.3. We are not authorised to offer discrete investment advice or advise on tax related issues.
3.4. We are qualified to advise on matters of architectural design and architectural technology only.
4.1. Any works on a matter which has been commenced or undertaken before the signing of an Appointment Proposal in respect of that matter will be governed by these Terms, and by the relevant Appointment Proposal once signed.
4.2. You agree that during the course of our engagement you will:
(a) give us clear and prompt instructions and keep us informed of developments in your matter;
(b) co-operate with us to progress your matter;
(c) not ask us to work in an improper or unreasonable way; and
(d) safeguard documents which are likely to be required and provide promptly all relevant information and documents, including all information and documents that we request, in connection with your matter.
5.1. The people in the practice who will handle any matter on your behalf, and be responsible for it, will be identified in the relevant Engagement Letter. While every effort will be made to ensure continuity, sometimes changes in personnel cannot be avoided.
5.2. Where we engage with other professionals on your behalf (such as structural engineers, lawyers, planning consultants, etc.), whether in the UK or abroad, we will do so as your agent. When we engage other professionals, we will do so with care but we cannot be held responsible for any act or omission of those professionals. You will always be responsible for the fees and expenses incurred by them on our instructions.
6.1. The procedure for taking and confirming instructions will vary according to the urgency of the matter, the nature of the work and your preferences as to communications and working methods.
6.2. We may communicate with you and third parties by post, telephone, fax and, unless you advise us in writing that you do not wish to do so, by email. Email will be treated as written correspondence and we are entitled to assume that the purported sender of an email is the actual sender and that any expressed or implied approval or authority referred to in an email has been validly given. You consent to us monitoring and reading any email correspondence travelling between you and any email recipient at the practice.
6.3. You acknowledge that email may not be secure, and that the delivery of email is uncertain. You should therefore not assume that an email sent by you has reached the intended recipient. If you send instruction by emails (in particular those which vary previous instructions and/or those upon which actions must be taken urgently) you must verify by telephone that the email has been received.
6.4. Incoming emails are subject to screening for spam, viruses and other undesirable content, and will be quarantined (and therefore not read) if any such content is detected.
6.5. You will be kept up to date on the progress of your matter, normally through routine correspondence.
7.1. Information of a confidential nature that you provide to us will be kept strictly confidential. However, if we are working on a matter in conjunction with your other advisers/third parties, we can, unless you notify us otherwise, disclose any such information to and discuss it with such other advisors as appropriate. Our obligation to preserve confidentiality is also subject to the overriding obligations imposed upon us by the law.
7.2. You agree (unless you advise us to the contrary) that we may, for the purposes of general publicity for the practice, refer to the fact that we act for you, and may describe in general terms the nature of the matters which we are handling for you including but not limited to any design, images or content. In the event that we wish to publicise any further personal details we will first seek your express authority.
8.1. We will provide you with an estimate of the fees that you are likely to incur in respect of the matter and if necessary will update that estimate as the matter progresses. Any estimate will be provided on the basis that the matter proceeds as described in the relevant Appointment Proposal and that there are no material changes to its scope or unforeseen complexities. Often it is difficult to estimate at the outset the likely final cost of a matter, for there are many factors outside our control that can affect the level of fees. The initial estimate may, therefore, need to be revised as the matter progresses.
8.2. Unless expressly stated otherwise in the Appointment Proposal, an estimate of our fees is not intended to be a fixed fee quote. It is important to remember that it may not be possible to predict the exact amount of work which will be required and that the stance adopted by opponents, or other parties to a transaction, can significantly affect matters.
8.3. If we agree with you a limit on the costs that may be incurred, we will not exceed the limit without your prior approval. For the avoidance of doubt, any such limit must be notified by you to us in writing.
8.4. We may from time to time throughout our appointment converse on estimated construction costs. We will not be liable for any loss arising out of any act or statement regarding construction costs.
8.5. We will strive to notify in advance where possible, what other reasonably foreseeable payments you may have to make to third parties, and at what stages they are likely to be required.
8.6. We will request from you a reasonable payment on account of our fees and/or disbursements (either specific or general). We will be under no obligation to commence or continue working on any matter until you deposit funds on account regarding our fees and/or disbursements. In these circumstances we will not be liable for any loss which might arise as a consequence of no such action being taken.
8.7. Estimates are given exclusive of VAT
9.1. Our fees are based primarily on the degree of responsibility and skill involved and the time necessarily taken up by the matter. Certain other factors may also be considered in calculating fees, and these include but is not limited to, the complexity of the matter, the value of any property or land involved, and the special urgency of the matter, etc.
9.2. The time taken up by executing the terms of appointment include but are not limited to; meetings (and preparing for those meetings), dealing with papers and plans, drafting and dictating letters, reports and file notes, necessary research, correspondence, telephone calls, travelling and waiting time.
9.3. Any additional time expended on any such type of activates outside of our appointment is recorded and may be included within any remuneration and itemised separately on any subsequent bills.
9.4. Where our fees are calculated by reference to hourly charging rates the rates we apply when calculating the cost of time spent on the matter are set out in the relevant Appointment Proposal. The practice’s rates are subject to periodic review, and at least once a year on 1st May. Our appointment hourly charges will automatically update and we will advise you of any change in relevant charging rates during the course of your matter or at the point of billing. For the avoidance of doubt the hourly rates quoted at the outset of a matter are not fixed for the duration of that matter.
9.5. Work is charged using hourly rates based on seniority and experience. Rates charged in respect of individual designers or other staff members may change as they increase in seniority.
9.6. We reserve the right to propose an uplift to our fees in any interim or final bill if the circumstances justify this.
9.6. All fees are quoted exclusive of VAT.
9.7. In addition to the practice’s own professional charges, any bills delivered will include disbursements and out-of-pocket expenses incurred or to be incurred on your behalf during the conduct of this matter. All will be itemised separately in our bills. Disbursements and expenses may be subject to VAT, which will be payable in addition where applicable.
9.8. In the case of photocopying of documents, we may have such copying carried out by an outside agency or undertake it ourselves as we see fit. In either case we will pass on to you the cost of such copying as a disbursement as set out under Section 11.4
9.9. Unless otherwise agreed by us, all bills will be rendered in pounds sterling.
9.10. In the case of overseas clients, where our fees are paid subject to any deduction or withholding in respect of tax in any non- UK jurisdiction, we reserve the right to charge you an additional amount which will, after any deduction or withholding has been made, leave us with the same amount we would have received in the absence of any such deduction or withholding.
9.11. We reserve the right to charge you for any losses incurred on foreign currency disbursements as a result of changes in the exchange rates between the date of us rendering our invoice and its date of payment.
9.12. Any movement in exchange rates relating to UK pounds sterling, whether or not caused by the UK leaving the European Union, will not affect your responsibility to pay our fees under these Terms of Business (together with any engagement letter)ad/or Appointment Proposal).
9.13. Where we act for more than one client in relation to a matter you agree that each client will, unless otherwise agreed by us, be jointly and severally liable for our charges.
10.1. All fees are your responsibility and payable in accordance with these Terms. If you have arranged to have some/all of the fees paid by a third party, you will remain responsible for discharging any indebtedness to this practice in the event the third party does not pay promptly.
10.2. We will be entitled to render interim bills on account of our fees prior to completion on the matter. Such interim bills for work done in a stated period are not intended to be a detailed calculation of the costs incurred in the period, but a request for a payment towards costs incurred. We reserve the right to deliver disbursements-only bills on an interim basis, as disbursements arise.
10.3. Bills are due for payment within 7 days from the date of issue. We reserve the right to add interest at a charge of 4% per year above the base rate of Bank of England, which interest shall accrue on a daily basis from the due date to the date of payment of the outstanding amount in full, on any bill remaining unpaid 28 days after presentation.
10.4. If, after we have sent you what we believe is our final bill, we are or become liable to a third party for fees or expenses incurred on your behalf not yet billed to you, then we can render a further bill or bills to you in respect of these sums.
10.5. If at any time you believe that you will have difficulty in meeting the future costs of any matter you should immediately inform us so that together we may consider your best course of action. We will be entitled to cease to work with you if you fail to pay any bill unless we have agreed otherwise, or you fail to put us in funds in respect of reasonable sums on account of fees and/or disbursements that we have requested.
10.6. We reserve the right to treat non-payment of fees as a breach of the terms of our contract and terminate our engagement.
10.7. Any monies that we receive from you on account of future fees and disbursements will be placed in our business bank account but will be able to be withdrawn under your instruction until such time as the fees or disbursements are due to be paid.
10.8. We do not accept payment of our bills (or payment for any other purpose) by cash or by cheque drawn on an account that is not your own.
10.8. We will accept payment of our bills by cheques and BACS electronic transfers (preferred method of payment).
11.1. After completing the project, we are entitled to keep all your papers and documents while there is money owing to us. Subject to there being no money owing to us for our fees and disbursement and to the provisions of paragraph 11.5 we will return to you, if you so request, any documents provided to us for the purposes of dealing with the matter that you are entitled to. Our working papers, draft documents, letters/documents sent by you and copies of letters/documents sent by us will remain our property. We will be entitled to retain a copy of any papers or documents that you require us to deliver to you. Where you request papers and documents to be sent to you or another person, we are entitled to make a reasonable charge for handling costs and delivery.
11.2. We will keep your file of papers (expect for any of your original documents that you ask to be returned to you) for no more than seven years, save where specifically required by a court or otherwise to keep them for longer. We keep the file on the understanding that we have your authority, without further reference to you, to destroy all papers seven years after the date of the final bill we send to you for the matter. We will not destroy documents that you ask us to deposit in safe custody but we will charge for this service.
11.3. We do not normally make a charge for retrieving stored papers or documents in response to continuing or new instructions from you. However, we reserve the right to make a charge based on the time we spend reading papers, correspondence or other work necessary to comply with the instructions given by you or on your behalf.
11.4. We reserve the right to charge for requested additional prints of documents prices are stated below:
A0 Prints – £5.75 per copy, A1 Prints – £4.75 per copy, A2 Prints – £3.75 per copy, A3 Prints – £2.75 per copy, A4 Prints – £1.75 per copy. A minimum administration charge will apply.
11.5. Copyright in any document created by us will be and remain vested in us and will not be transferred to you. We assert the right to be identified as the creator/author of and to object to the misuse of any such document.
11.6. If for any reason at any time (whether during or after termination of our employment) we are required compulsorily to disclose documentation or give information orally or in writing relating to any of your matters or affairs pursuant to a court order or a notice or demand served by any person who has the authority to compel disclosure by law, then we shall comply with such requirement and be entitled to be paid the cost of doing so by you at our then prevailing hourly rates.
12.1. Save as expressly otherwise agreed in a relevant Engagement Letter our liability in respect of any matters arising in relation to our engagement shall be limited to the sum of £10,000,000 per claim. This limitation shall apply to our aggregate liability to you and any connected person or persons in respect of any one claim.
12.2 Where instructions on any matter are from multiple clients, a single limit will apply to be shared by all such clients.
12.3. If you would like us to have a higher limit for any particular matter, please contact us to discuss this. Please note any increase in premiums for the cost of insurance over the amount shown in 12.1. will be payable in full by the requestee.
12.4. We will not be liable for any loss arising out of any act or omission on our part unless notice in writing of the alleged loss is given to us not later than three years following the act or omission in question. Three years shall be the period of limitation for all purposes of the Limitation Act 1980 (as amended).
12.5. We will not be liable for any loss arising directly or indirectly out of our failure to take any action that falls outside the scope of work defined in any relevant Engagement Letter and Appointment Proposal.
12.6. We will not be liable for any loss arising directly or indirectly out of any events or circumstances beyond our control.
12.7. We will not be liable for any loss arising directly or indirectly out of our failure to take any action in circumstances where you have failed to pay us any monies properly requested by us.
12.8. We will not be liable for any loss arising directly or indirectly out of our compliance with the overriding obligations imposed upon us by law, whether by way of bona fide disclosure of information by us to relevant authorities or otherwise.
12.9. We will not be liable for any loss arising directly or indirectly out of your failure to act entirely in accordance with our advice, or your omission to take any action properly required of you in the course of this matter.
12.10. We will not be liable for any loss arising directly or indirectly out of any act or omission of other parties engaged by us on your behalf.
12.11. We will not be liable for any loss arising directly or indirectly out of the quarantining (and thus omission to read) of any email communication containing a virus or other undesirable content.
12.12. We will not be liable for any loss caused directly or indirectly by the contamination by virus of any email sent by us to you.
12.13. We will not be liable for any indirect or consequential losses.
12.14. If there is another adviser or person who is liable (or potentially liable) to you in respect of the same loss that you claim from us then you will at our request join that person in any proceedings brought against us as soon as is reasonably practical following such a request. This is subject to any legal prohibition against you joining them in that way.
12.15. You acknowledge that we have an interest in limiting the personal liability and exposure to litigation of employees, consultants and directors. Having regard to that interest you agree that you will not bring any claim personally against any individual employee, consultant or director in respect of any loss which you suffer or incur, directly or indirectly, in connection with our services. This will not limit or exclude our liability as a company for the acts or omissions of our employees, consultants or directors.
12.16. The exclusions and limitations in this paragraph 12 will not operate to exclude or limit any liability for fraud or reckless disregard of professional obligations or liabilities which cannot be lawfully excluded or limited.
12.17. Without prejudice, your relationship will be solely with Style Design and Architecture Limited or any trading names thereof, and Style Design and Architecture Limited or any trading names thereof, will have sole legal liability for the work done for you and for any act or omission in the course of that work. No Style Design and Architecture Limited or any trading names thereof, Person will have any personal legal liability for that work, whether in contract, tort (including negligence) or otherwise. In particular, the fact that a Style Design and Architecture Limited or any trading names thereof, Person signs in his or her own name any letter, email or other document in the course of carrying out that work will not mean that he or she is assuming any personal legal liability separate to that of Style Design and Architecture Limited or any trading names thereof.
12.18. You agree that any claim brought in respect of a matter upon which we are instructed will be made against Style Design and Architecture Limited or any trading names thereof and not against any Style Design and Architecture Limited or any trading names thereof, Person or any other Style Design and Architecture Limited or any trading names thereof or any other Entity within the same group.
12.19. We require all third party consultants to be appointed directly by the client for the project and Style Design and Architecture Limited or any trading names thereof cannot be held liable for any works undertaken by third party consultants from which we have procured quotations for on the behalf of any appointment during the course of any role or project.
13.1. We maintain a level of insurance as documented in 12.1 and in accordance with these Terms. No warranty is given or to be implied that we will maintain insurance above the minimum level required by law.
14.1 No person other than a contracting party may enforce any provisions of our engagement by virtue of the Contracts (Rights of Third Parties) Act 1999. Nothing in that engagement shall confer on any third party any benefit or right to enforce any term of it.
14.2 We may assign the benefit and burden of our agreement with you to any partnership or corporate entity which carries on all, or substantially all, of the business of the practice in succession to us.
15.1 We expect to continue to act in any matter on which we have accepted instructions from you until the matter is completed. However, either of us can bring the engagement to an end at any time. We will not terminate our engagement except for good reason and upon giving you reasonable notice. Such good reason may include but is not limited to;
15.2. We also reserve the right to decline to act further if you do not pay promptly any request for money on account or do not pay a bill within the due period.
15.3 If the engagement is terminated, you will be liable for fees and disbursements to the date of termination and for those, to which we may be committed, plus any fees and disbursements for work necessary in connection with the transfer of the matter to another advisor of your choice.
15.4 Unless we agree otherwise we will not, once a transaction or matter is completed, be responsible for monitoring or notifying you of any post-completion dates or deadlines or for otherwise monitoring compliance by you or any other party with the terms of any contract or other arrangement on which we have worked with you.
15.5. If you wish to terminate our engagement at any time please notify the director responsible for your project in writing.
15.6. Any termination by us will be confirmed to you in writing, if requested.
16.1 In relation to personal data provided to us to enable us to advise you, except as provided in paragraphs 16.2 and 16.3 below, As a firm, we are a controller of the personal information we process in connection with our engagement with you. We will process such personal data on your behalf in accordance with your instructions.
16.2. The personal information we process in connection with our engagement will include details such as individuals’ names and addresses and may also include more sensitive details such as information about individuals’ health, personal habits and financial information.
16.3. Where you (or someone on your behalf) provide personal information to us we rely on you to help us comply with our obligations under relevant data protection laws in relation to that personal data. In particular:
(a) we are committed to using only the personal information we need for the purposes for which we process it. To help us achieve this, you must provide to us only the personal information that we specifically ask you to share with us;
(b) you must ensure that the personal information that you provide to us is accurate and, where necessary, up to date;
(c) we will assume that we can process all personal information you provide to us. This means that you should only provide to us personal information that you know we can process; and
(d) you must inform each relevant individual that you are giving their personal information to us in connection with our engagement and that their information will be processed by us in the manner and for the purpose described, unless relevant data protection laws allow us to process that individual’s personal information without such information being given to the individual.
16.4 We are committed to data protection compliance and if we cease processing personal data on your behalf then, to the extent that we retain any personal data (and/or copies thereof) to comply with procedures or regulatory, legal or other obligations to which we are subject, we may retain and not destroy such personal data and/or copies thereof so as to comply with such procedures or obligations.
16.5 We may, as part of the service we offer, wish to send you information by post or email or contact you by telephone. In relation to the information you provide to us as to your contact personnel, we are data controllers. We will use such information in the course of our relationship and send such material to you, and contact you, unless you notify us in writing that you do not wish us to do so.
It is an important part of developing and improving the service we offer to clients that knowledge gained by any member of the practice is shared with others within the practice. You authorise us to retain and distribute (including electronic retention and distribution) within the practice the contents of all papers (including but not limited to draft documents) relating to those matters which we have dealt with on your behalf. Such contents will be kept confidential within the practice at all times in accordance with paragraph 7.1 above.
If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please get in touch with your contact director (as noted on the relevant Appointment Proposal). If we have given you a less than satisfactory service we will do everything reasonable to put it right.
If at any time you have any queries or concerns on any aspect of a matter (including a bill) then please do not hesitate to contact the lead contact on your project. If this does not resolve the matter to your satisfaction, or you would prefer not to speak to the lead contact, then please feel free to contact one of our directors. We will try to address any problem quickly and operate an internal complaints handling system to help us resolve the matter between ourselves.
No variation of these Terms (other than by way of a general revision or as a result of the content of any relevant Engagement Letter or Appointment Proposal) will be effective unless recorded in writing and signed by a director of this practice.
We will submit the CIL determination form (Form 0) as part of your planning application, however we will not take any responsibility or liability for any further part of the CIL process or any CIL liability that may be due.
We cannot be held liable for any views expressed through our participation, or lack thereof, in any online media or content sharing platforms. Any accepted invitations, whether direct or otherwise, do not convey acceptance of any additional duties, roles or responsibilities beyond those stated in our Engagement Letter or Appointment Proposal. We are under no obligation to monitor invitations to online media and content sharing platforms unless specifically instructed to do so by you in writing which may incur additional fees.
Unless otherwise expressly agreed in writing, we own the rights in the work product that we produce in providing services to you. Subject to payment of our fees for services provided, we grant to you a non-exclusive, royalty free and perpetual licence to use the work product for the purposes for which we produced it for you. This licence does not allow you to give the work product to third parties to use for their benefit unless we have specifically agreed to this in writing.
If at any time any provision of these Terms of Business or any Engagement Letter or Appointment Proposal is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of these Terms of Business or any Engagement Letter or Appointment Proposal, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms of Business or any Engagement Letter or Appointment Proposal.
These Terms of Business and the terms of any Engagement Letter or Appointment Proposal (together with any other terms agreed in writing between you and us in connection with our engagement) constitute the entire agreement and understanding between you and us in relation to our engagement and supersede all previous negotiations, agreements and commitments with respect to that engagement.
26.1. The rights and remedies available to us by virtue of these Terms of Business are without prejudice to any other rights or remedies available to us.
26.2. Any failure by us to exercise or delay by us in exercising a right or remedy provided by these Terms of Business or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
Neither you nor we shall be responsible for failure to perform our respective obligations concerning your instructions (save for your responsibility to pay our bills in full) where any such failure is due to causes outside, respectively, your or our control, including sanctions, embargoes, pandemics or similar action.
28.1. The contract between you and us in respect of our engagement, and any non- contractual obligations arising out of or in connection with such engagement, shall be governed by and construed in accordance with English law.
28.2. You acknowledge and agree that we may bring a claim against you in respect of the subject matter of such contract in any jurisdiction in which you or your assets are located.
28.3. Save as set out in Clause 28.2, and unless otherwise stated in the Engagement Letter or Appointment Proposal, we and you agree that any dispute or claim arising out of or in connection with such contract or its subject-matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.
In these Terms and, unless the contrary is indicated, in any Engagement Letter:
‘Appointment Proposal means a letter sent by us to you at the outset of any matter setting out the scope of the architectural services to be provided in relation to that matter and any special terms, and shall include any subsequent letter sent by us to you expressly revising the terms of an original Engagement Letter.
a reference to ‘Style, Design and Architecture Limited’ or ‘SDA Ltd’ or ‘we’ or ‘us’ or any other trading name means the practice of architectural consultants/technologists trading under the name Style, Design and Architecture Limited.
references to ‘you’ and ‘your’ are to the client instructing us and named in the engagement letter;
‘loss’ means loss or damage, direct or indirect, including pure economic loss, loss of property, loss of profit, loss of business and depletion of goodwill.
a reference to a ‘matter’ is to a transaction, a project, an application, a permission, or other matter upon which at any time you engage us to advise you and any reference to ‘our services’ is to the architectural consultant/technology services to be provided by us as described in an Engagement Letter , Appointment Proposal and any other architectural consultant/technology services provided to you at any time in relation to a matter.
‘these Terms’ means in their entirety the terms and conditions set out above
‘VAT’ means value added tax or other tax of a similar nature replacing it.
words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships;
any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;
any reference to a statute, statutory provision, subordinate legislation, code or guideline (legislation) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.