The following definitions and rules of interpretation apply.
Additional Fee: the amount payable by you to us for the Additional Services under this agreement.
Additional Services: any additional services agreed by you and us in accordance with clause 6.
Basic Fee: the amount payable by you to us for the Basic Services under this agreement.
Basic Services: the services set out in our fee proposal.
Fee: the Basic Fee and the Additional Fee (if any).
Material: all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Project and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Project.
Services: the Basic Services and the Additional Services (if any).
2.1.We warrant and undertake that we shall exercise all the reasonable skill, care and diligence to be expected of a qualified and experienced member of our profession undertaking services similar in scope and character to the Services.
3.1.In consideration of Us performing the Services You shall pay Us the Fee and any expenses or disbursements set out in our fee proposal.
4.1.The Fee shall be calculated and paid in instalments in accordance with our fee proposal. The Fee shall be paid in instalments at intervals of not less than one month.
4.2.We shall submit to you an invoice for each instalment of the Fee plus any expenses or disbursements incurred. The invoice and supporting documents (if any) shall act as a payment notice.
4.3.The due date for each payment shall be the date we issue each invoice.
4.4.The final date for payment shall be 10 days after the due date
4.5.Unless you have served a notice under paragraph 4.6, you shall pay us the sum referred to in in the invoice (the notified sum) on or before the final date for payment of each invoice.
4.6.Not less than 3 days before the final date for payment (the prescribed period), you may give us notice that you intend to pay less than the notified sum (a pay less notice). If you give a pay less notice in accordance with this paragraph 4.6, your obligation to pay the notified sum in paragraph 4.5 applies only in respect of the sum specified in that pay less notice.
4.7.If you fail to pay an amount due to us by the final date for payment and fail to give a pay less notice under paragraph 4.6, then you shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank PLC’s base rate.
5.1.The Fee shall be adjusted if the performance of the Services is materially delayed or disrupted due to a change in the scope, size, complexity or duration of the Project.
5.2.Unless the parties agree otherwise, any adjustment of the Fee under paragraph 5.1 shall be a reasonable amount calculated by reference to the time charges set out in our fee proposal.
6.1.We may (but are not obliged) to perform an Additional Service upon receipt of a written instruction to do so from you.
6.2.Unless the parties agree otherwise, the Additional Fee shall be a reasonable amount calculated by reference to the time charges set out in our fee proposal.
6.3.Any Additional Fee payable by you shall be included in the next invoice following performance of the Additional Service to which it relates.
7.1.We may terminate our engagement under this agreement at any time by giving 14 days notice in writing to you.
7.2.Either you or we may immediately terminate our engagement under this agreement by giving written notice to the other party if:
(a)the other party is in material breach of its obligations under this agreement and fails to remedy such breach within ten Business Days of receiving written notice requiring it to do so; or
(b)the other party becomes insolvent as defined in section 113 of the Housing Grants, Construction and Regeneration Act 1996
8.1.On termination in accordance with paragraph 7 you shall pay us:
(a)any amount properly due for payment under this agreement at the date of termination; and
(b)a fair and reasonable proportion of the next instalment of the Fee, together with any expenses and disbursements, commensurate with the Services properly performed at the date of termination.
(c)any expenses and disbursements necessarily incurred by us as a direct result of termination.
9.1.Neither party may assign or transfer their obligations under this agreement to any other person without written consent from the other party (such consent not to be unreasonably withheld).
10.1.We own all intellectual property rights (including copyright) relating to the Material we produce.
10.2.We grant you, with immediate effect, an irrevocable, non-exclusive, non-terminable, royalty-free licence to copy and make full use of any Material prepared by, or on behalf of, us for any purpose relating to the Project and the Property, including the design, construction, completion, reconstruction, modification, refurbishment, development, maintenance, facilities management, funding, disposal, letting, fitting-out, advertisement, decommissioning, demolition, reinstatement, extension, building information modelling and repair of the Property and the Project.
10.3.The licence in paragraph 10.2 allows you to use the Material in connection with any extension of the Project, but not to reproduce the designs contained in the Material in any such extension.
10.4 For the avoidance of doubt no licence is granted over any CAD materials unless otherwise agreed.
10.5.We shall not be liable for use of the Material for any purpose other than that for which it was prepared and/or provided.
10.6.You may at any time (whether before or after completion of the Services, or after termination of your engagement under this agreement) request a copy or copies of (some or all of) the Material from us. On your payment of our reasonable charges for providing the copy (or copies), we shall provide the copy (or copies) to you.
11.1.Subject to clause 11.2, we shall maintain professional indemnity insurance for an amount of at least £1,000,000 for any one occurrence or series of occurrences arising out of any one event for a period beginning on the date of this agreement and ending six years after the date we provide the last of the Services, provided that such insurance is available at commercially reasonable rates and terms.
11.2.We shall not be required to maintain professional indemnity insurance for any claims related to asbestos, pollution, contamination, fire safety issues or any other issues that from time to time may be the subject of common exclusions in policies of professional indemnity available in the market.
12.1.Without affecting any other limitation in this agreement, our liability under or in connection with this agreement shall be limited to £1,000,000 for each and every claim . This limit shall apply however that liability arises including a liability arising by breach of contract, arising by tort (including the tort of negligence) or arising by breach of statutory duty.
12.2.We shall have no liability whatsoever or howsoever arising in respect of any claim, losses, liability, cost, expenses or other costs directly or indirectly arising out of or in connection with:
(a)the combustibility, fire protection performance, fire resistance and/or fire retardant characteristic of any external cladding or roofing systems;
(b)any internal fire protection systems;
(c)any aspect of the fire safety or fire performance of a building or structure (including anything related to EWS1 certificates);
(d)any cyber security breach or data processing infringement
12.3.Provided that this paragraph 13 shall not exclude or limit our liability for:
(a)death or personal injury caused by our negligence; or
(b)fraud or fraudulent misrepresentation.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
14.1.This agreement takes effect from the date when we commence performance of the Services, regardless of the date of this agreement.
14.2.This agreement constitutes the entire agreement between us and you and supersedes and extinguishes all previous appointments, agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter.
We agree that the governing law shall be the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
In relation to this contract for the provision of building services:
You have the right to cancel this Contract at any time during the period of 14 days starting with the day that you receive this notice (“the Cancellation Period”). Please see the attached notice and cancellation form. Please read this notice carefully as we are unable to commence work on your instructions until the cancellation period has expired or you have advised us to commence work prior to the expiry of the cancellation period. If you ask us to commence work prior to the cancellation period and you subsequently cancel the contract then you will be liable for costs incurred up to the date of cancellation.
From: Group Emmett Design Architects
In relation to: This contract which is made between You and Us
If you wish to exercise your right to cancel the Contract during the Cancellation Period you should deliver or send (including by email) a cancellation notice to the following:
Group Emmett Design at Higher Slade Farm, Sheldon, Honiton EX14 4QS
You should note that if you do send a notice of cancellation of the Contract to the person named above it will be deemed to be served as soon as it is posted or sent, or in the case of email on the day that it is sent. If you wish to cancel the Contract you may use the cancellation form provided but you are not obliged to do so and may use any form of cancellation notice, provided that it clearly indicates your intention to cancel the Contract. If you request in writing that we commence the provision of services to you under the Contract before the end of the Cancellation Period, and you then cancel the Contract before the end of the Cancellation Period, you will be required to pay for the services supplied prior to your cancellation taking effect.
If you wish to cancel the contract you MUST DO SO IN WRITING and deliver personally or send (which may be by electronic mail) this to the person named below. You may use this form if you want to but you do not have to. Complete, detach and return this form ONLY IF YOU WISH TO CANCEL THE CONTRACT
To: Group Emmett Design Architects of Higher Slade Farm, Sheldon, Honiton EX14 4QS
I/We (delete as appropriate) hereby give notice that I/we (delete as appropriate) wish to cancel my/our (delete as appropriate) contract.
(Signature) .……………………………………………
Name …………………………………………….
Address …………………………………………….
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Dated …………………………………………….