Certain words and phrases used in these Terms have been given specific meanings which are set out in paragraph 21.
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 from time to time by agreement with you.
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.
3.3. We are not authorised to offer discrete investment advice.
3.4. We are qualified to advise on matters of architectural technology only.
4.1. Any work on a matter which has commenced before the signing of an Engagement Letter in respect of that matter will be governed by these Terms, and by the relevant Engagement letter once signed.
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. Where such changes are required we will notify you promptly of this.
5.2. Where we engage other professionals on your behalf (such as structural engineers, lawyers, 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, unless otherwise agreed in writing. 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 not, therefore, 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, 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. In the event that we wish to publicise any further 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 Engagement Letter 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 factor outside our control that can affect the level of fees. The initial estimate may, therefore, need to be revised as the matter progresses, and will be reviewed at intervals of not less than six months. It is often easier to estimate with greater accuracy the cost of a particular part of the matter, and you are invited to request such an estimate if you wish. If our estimate changes we will inform you.
8.2. Unless expressly stated otherwise in the Engagement Letter, an estimate of our fees is not intended to be a fixed fee quote.
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 will tell you, in advance, what other reasonably foreseeable payments you may have to make to third parties, and at what stages they are likely to be required.
8.5. We can 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 have put us in funds on account of our fees and/or disbursements as requested. In these circumstances we will not be liable for any loss which might arise as a consequence of no such action being taken.
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 taken into account in calculating fees, and these include the complexity of the matter, the value of any property involved, and the special urgency of the matter.
9.2. The time taken up by the matter will include such things as meetings with you and others, (and preparing for those meetings), dealing with papers and plans, drafting and dictating letters and file notes, necessary research, correspondence, telephone calls, travelling and waiting time. All such time spent is recorded in minimum units of six minutes.
9.3. 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 Engagement Letter. The practice’s rates are subject to periodic review, and at least once a year on 1st May. We will advise you of any change in relevant charging rates during the course of your matter. For the avoidance of doubt the hourly rates quoted at the outset of a matter are not fixed for the duration of that matter.
9.4. All fees are quoted exclusive of VAT.
9.5. 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.
9.6. 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.
9.7. Unless otherwise agreed by us, all bills will be rendered in pounds sterling.
10.1. All fees are your responsibility and payable in accordance with these Terms even though you may be entitled to have some or all of those fees paid by a third party. You will remain responsible for discharging any indebtedness to this practice that 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 can also deliver disbursements-only bills on an interim basis, as disbursements arise.
10.3. Bills are due for payment immediately on presentation. We reserve the right to add interest at a charge of 2.5% per year above the base rate of Bank of England, compounded quarterly from the date of the bill, 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. 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.
10.7. We do not accept payment of our bills (or payment for any other purpose) by cash where the amount tendered is more that £450 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 that in lien 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. 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.
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
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 your engagement of us) 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 £2,000,000 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. 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).
12.3. 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.
12.4. We will not be liable for any loss arising directly or indirectly out of any events or circumstances beyond our control.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. 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.
12.9. 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.
12.10.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.
12.11. We will not be liable for any indirect or consequential losses.
12.12. 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.
12.13. 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.
12.14. 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.
13.1. We maintain a level of insurance at least sufficient to cover our liability to you 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.
14.3 Subject to paragraph 14.2 neither you nor we have the right to assign the benefit or burden of the agreement between us without written consent of the other.
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) the following:
15.2 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.
15.3 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.
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, you are the data controller and we are a data processor. We will process such personal data on your behalf in accordance with your instructions.
16.2 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, and we will become a data controller under the Act in relation to such personal data and/or copies thereof.
16.3 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 firm 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 Engagement Letter). If we have given you a less than satisfactory service we will do everything reasonable to put it right.
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) will be effective unless recorded in writing and signed by a director of this practice.
If all or any part or any individual provision of the agreement between us and you is or becomes illegal, invalid or unenforceable in any respect then the remainder of the terms of that agreement will remain valid and enforceable.
In these Terms and, unless the contrary is indicated, in any Engagement Letter:
‘Engagement Letter’ 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 similar term means the practice of architectural consultants/technologists trading under the name Style, Design and Architecture Limited.
‘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 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.