Latest version November 2023
1.0 DEFINITIONS AND INTERPRETATION
1.01 The term “Designer” refers to SRA Architecture Ltd., registered office Unit J, The Quays, Burton Waters, Lincoln LN1 2XG, company registration number 05325004.
1.02 The “Client” refers to the party requesting an Agreement to the services of the Designer.
1.03 The “Project” refers to the services, nature and scope of works undertaken by the Designer for the Client set out within the proposed Agreement.
1.04 The “Agreement” refers to the written obligation for the Designer to undertake services for and by the appointment of the Client. Both parties shall acknowledge the Agreement as a binding contract from the time when the Client accepts the Proposal.
1.05 The “Proposal” refers to the technical Proposal formed as a solution as part of undertaking or completion of the services by the Designer and includes any supporting documents referred to thereon together with the Designers’ price estimate set out therein. The Proposal is valid for acceptance by the Client for a period of 30 days from the date stated on the proposed offer defined in the Memorandum, Schedule or letter of offer herein.
1.06 A “Business Day” refers to any day other than Saturday, Sunday or bank holiday in England and Wales
2.0 GENERAL
2.01 The Agreement shall comprise of the relevant letter of offer, standard terms and conditions, memorandum of Agreement, where used, and all other documents that incorporate relevant matters in appointing the Designer.
2.02 Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it, save for any assignee of this Agreement to whom the same shall be expressly assigned, and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be of no effect in respect of this Agreement.
2.03 The law of this Agreement is English Law and the English Courts shall have jurisdiction with regard to all matters arising from this Agreement.
2.04 The designer will make every endeavour for any dispute arising in this Agreement to be resolved in the course of normal business activity. In the event where this is not possible, then either party reserves the right for the dispute to be decided by the English court.
2.05 Our appointment will commence on the date specified in the Agreement or the date on which we begin work, if earlier. It will then continue until the completion of the services or until termination by either party in accordance with the terms and conditions of the Agreement.
2.06 The duration of our appointment will commence on the date specified in the Agreement or the date on which we begin work, if earlier. It will then continue until the completion of the services or until termination by either party in accordance with the terms and conditions of the Agreement.
2.07 In the event either party is delayed or impeded in the performance of their obliged services here under by any cause beyond reasonable control, they shall be entitled to such extension or time for such performance as may be fair and reasonable within the circumstances.
2.08 The Client will provide the Designer with information, assistance and any decisions in a timely manner so as not to delay our services we are providing for the Project. We will use reasonable endeavours to adhere to the agreed programmes and we will inform the Client if our services are to be delayed for reasons beyond our control.
3.0 CLIENT PROPERTY AND OBLIGATIONS
3.01 The Client shall establish a Project budget with reasonable contingencies that meet the Project requirements. The Project budget shall be established buy the Client prior to the designer proceeding with the scope of services and fees.
3.02 All information provided by the Client shall be accurate and in no way, whether by action or omission be misleading.
3.03 The Designer shall not be liable for any loss, destruction of, theft of or damage to items or property owned, leased or loaned by the Client and supplied to the Designer in connection with the Project, except to the extent that the same can be shown to be due to negligent acts or omissions of the Designer or anyone employed by them.
3.04 Should any on site services be required, the Client shall be responsible for obtaining the necessary permission or permits for the Designers employees and subcontractors to have access to all the relevant parts of the premises in order to complete all necessary surveys and inspections to a comprehensive standard at the discretion of the designer.
3.05 Where applicable, the Client shall ensure that the site manager is fully aware of the scheduled consultancy and shall brief all other relevant site personnel and contractors if applicable, including the limitation of the this may have on them entering, manoeuvring and exiting the premises. If the Designer is delayed and unable to complete their site related services as a result of other site activities, then additional quoted hourly rates shall apply.
3.06 The Client shall establish a Project budget with reasonable contingencies that meet the Project requirements. The Project budget shall be established buy the Client prior to the designer proceeding with the scope of services and fees.
3.07 Other than indicative costs based on a meter squared rate, The Designer. is not contracted to provide cost estimating services. The Client shall employ a contractor or construction cost estimating consultant to provide cost estimating services. The Designer. and its consultants do not warranty, guarantee or certify the construction cost for the Project or any part of the Project.
3.08 The designer assumes that the Client shall be the Project representative unless the Client notifies the designer in writing that another Project representative has been appointed within five Business Days of the Agreement (Monday to Friday excluding bank holidays).
4.0 THE CONSTRUCTION (DESIGN AND MANAGEMENT) REGULATIONS 2015
4.01 Pursuant to 'The Construction (Design and Management) Regulations 2015, we have a duty to inform you that if the works comprise of more than 30 days and have more than 20 workers working at the same time at any point on the Project or 500 person days as a construction phase, then the works must be notified to the HSE. The Client has further obligations to ensure that all of their appointees are competent and have adequate resources; ensure that there are suitable arrangements for the Project welfare facilities; allow sufficient time and resources for all stages; provide pre-construction information to Designers and contractors; appoint a Principal Designer (formerly CDM Co-Ordinator); appoint a Principal Contractor; ensure that the construction phase work does not start unless a Construction Phase Plan is in place and adequate welfare facilities available on site; provide information relating to health and safety to the Principal Designer; retain and provide access to the Health and Safety File.
4.02 The former is a brief summary of the Client duties but the list is not exhaustive. https://www.hse.gov.uk/construction/cdm/2015/index.htm and click on the link to download the CDM2015 Regulations or discuss with us further.
5.0 NORMAL SERVICES
5.01 The Client hereby appoints the Designer, and the Designer hereby agrees to provide the services in connection with the works based upon the terms of the Agreement.
5.02 The Designer shall provide, perform and discharge in relation to the Project and services described in the Agreement, where used, or the schedule of services.
5.03 Unless expressly agreed as part of our scope of works, we have not included for inspecting, monitoring or supervising construction works.
5.04 The following activities do not form part of the normal services unless identified in writing:
- Costing of proposed works (other than superficial costing based on m2)
- Physical models and special drawings
- Submissions to and negotiating approvals by landlords, freeholders etc.
- Preparing a schedule of dilapidations
- Services in connection with party wall negotiations
- Negotiating a price with a contractor (in lieu of tendering)
- Services in any dispute between the Client and another party
- Services following damages caused by fire and other causes
- Services following suspension, termination of any contract or Agreement with, or the insolvency of any other party, providing services to the Project
- Services in connection with the government and other grants
- Substantial interior design services at the discretion of the designer
- Substantial landscape design services at the discretion of the designer
- Party representation in dispute or legal proceedings
5.05 The Designer. may provide additional services beyond the scope of services and fees of the Agreement by a negotiated sum or hourly basis as listed in 12.06.
5.06 The Designer. reserve the right to appoint other consultants throughout the Project to ensure completion of the design and shall notify the Client of this at the earliest convenience. This may include, but is not limited to structural engineers, mechanical and electrical engineers, kitchen designers, landscape designers, interior design consultants, audio/video consultants, lighting designer etc.
5.07 The Client is liable for the payment of all fees incurred by any appointed consultants and statutory fees, unless otherwise stated. The designer will help commission such consultants as listed in 5.06 and would provide them with any information that they require.
6.0 DUTY OF SKILL AND CARE
6.01 The Designer warrants to and undertakes with the Client that it has exercised and will continue to exercise in the performance and discharge of the services the reasonable skill, care and diligence to be expected of a properly qualified and competent Designer within the construction industry.
7.0 PREVIOUS AGREEMENTS
7.01 Any services performed prior to the date of this Agreement by the Designer for the Client in connection with the works shall be treated as having been performed under the terms of this Agreement which shall supersede any previous Agreement between the parties with regard to the Project.
8.0 PROGRAMME REQUIREMENTS
8.01 The Client may request the Designer, in performing the services, to meet required programme and completion dates and subject to the Client making such requests in good time and all necessary information being available to the Designer in proper form and subject to the Designer promptly making known to the Client any reasonable objections to such dates, the Designer shall proceed with the performance of the services to use reasonable endeavours to achieve such dates.
8.02 In the event of experiencing an extended waiting period for a particular service not directly provided by The Designer but has been included within our scope of works to be subcontracted or is recognised as a statutory waiting period by the Designer, The Designer. will provide the Client a reasonably estimated timeframe for the process to be undertaken at the earliest convenience. Should such a delay extend over the estimated timeframe and impede the Project further, The Designer. shall be entitled to such extension or time for performance as may be fair and reasonable within the circumstances.
9.0 PROFESSIONAL INDEMNITY INSURANCE AND LIMITATION OF LIABILITY
9.01 Notwithstanding anything to the contrary contained in this Agreement, the liability of the Designer under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise, (other than in respect of personal injury or death) shall not exceed ten times the agreed fee exclusive of disbursements and VAT, or £5 million, whichever is the lower.
9.02 No claims or proceedings shall be commenced for breach of this Agreement after expiry of 6 years from Practical Completion of the Works.
9.03 Subject to the above clause but notwithstanding otherwise, anything to the contrary contained in this Agreement, such liability of the Designer for any claim or claims under this Agreement shall be further limited to such as it would be just and equitable for the Designer to pay having regard to the extent of their responsibility for the loss of damage suffered as a result of the occurrence or series of occurrences in question.
(“the loss and damage”) and on the assumptions that:
- all other Consultants and all Contractors and Sub-Contractors shall have provided contractual undertakings on terms no less onerous than those set out in the Duty of Care Clause to the Client in respect of the carrying out of their obligations.
- there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible for any extent for the loss and damage is contractually liable to the Client for the loss and damage; and
- all other Consultants and all Contractors and Sub-Contractors have paid to the Client such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.
9.04 For the avoidance of doubt, no warranties are included as part of this Agreement and no obligation shall exist upon the Designer to provide warranties of any kind and to third parties unless expressly agreed otherwise in writing.
9.05 Liability not to exceed amount of insurance. Further and not withstanding anything to the contrary contained in this Agreement and without Prejudice to any provision in this Agreement whereby liability is excluded or limited to a lesser amount, the liability of the Designer under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim shall not exceed the amount, if any, recoverable by the Designer and in force at the time that the claim in question under Professional Indemnity Insurance taken out by the Designer and in force at the time that the claims or (if earlier) circumstances that may give rise to the claim is or are reported to the insurers in question.
10.0 INTELLECTUAL PROPERTY
10.01 Copyright in all original drawings, designs, Proposals, reports and other written matter originating from the Designer whether made pursuant to the Proposal or otherwise shall remain vested in the Designer at all times.
10.02 All Intellectual Property developed by the Designer shall belong to the Designer. In the case of Projects terminated as a result of liquidation, bankruptcy or receivership, all patentable inventions, drawing designs, Proposals, and written matter submitted to the Client with the Proposal and used during the course of the Project remain the property of the Designer and must be returned on request.
10.03 The Designer shall not be liable for the consequences or any misuse or use of material by the Client or any other person for any purpose that was not within the reasonable contemplation of the parties as being a proper use of the material when it was prepared.
10.04 The Designer will not be liable for any use the Client may make of the documents for any purposes other than that for which they were originally provided by the Designer unless the Designer authorises such use and confirms that the documents are suitable for it.
10.05 The Designer grants the Client an irrevocable royalty free non-exclusive licence to use and reproduce the documents for any purpose in connection with the works provided such licence does not include a right to reproduce the design contained therein. In the event of the Client being in default of any payment of any fees or other amounts due under this Agreement, the Designer may revoke the licence granted herein upon giving of 7 days’ notice.
10.06 The Designer reserves the right to not issue CAD data unless expressly quoted for. A copy of the Designers ‘Issue of Drawings’ policy is available online at https://www.sra-architecture.co.uk/issue-of-drawings/ or upon request a digital copy may be provided to the Client.
11.0 RENUMERATION OF NORMAL SERVICES
11.01 The payment of fees for the performance of the Services shall be as defined in the Memorandum, Schedule or letter of offer herein and shall be paid in the manner and upon the dates prescribed therein.
11.02 The Normal Fee shall be inclusive of all normal expenses and disbursements, the costs of Professional Indemnity Insurance, all travelling and subsistence and the preparation of all drawings, perspective sketches, specifications and the like material, but not the construction and supply of models and not the commissioning of any specialist consultants. The Designer may advise in accordance with their obligations of reasonable skill, care and diligence and not any exceptional expenses or disbursements incurred at the Client’s request.
11.03 In addition, the Designer shall be entitled to reimbursement at cost plus 10% of all statutory fees properly incurred by it in the performance of the service.
12.0 VAT
12.01 In addition to the fees and disbursements herein confirmed, the Client shall pay value added tax on the same, at the rate and in the manner from time to time prescribed by law.
13.0 PAYMENT
13.01 Invoices from the Designer shall be due at the date of any such invoice and the final date for payment of any such invoice shall be 14 or 30 days thereafter, whichever is specified in the Memorandum, schedule, letter of offer or Agreement. The Client shall pay all accounts in full within this period and shall not exercise any rights of set-off or counterclaims against invoices submitted.
13.02 The Designer. reserves the right to request upfront payment of a specified sum for services as part of the Agreement between us and the Client and shall be stated in the relevant letter of offer, memorandum of Agreement, where used, or other documents that incorporate relevant matters in appointing the Designer.
13.03 The agreed fee and payment to The Designer. by the Client is not conditional of receiving planning permission, building regulations approval, building cost estimate considered to be of reasonable price or personal opinion of the Client and full payment is required.
13.04 Neither party to this Agreement may withhold any payment after the final date for payment of any sum due under this Agreement unless they give, not later than 7 days before such final date, a notice specifying the amount proposed to be withheld and the ground for withholding payment or if there is more than one ground, each ground and the amount attributable to it as defined in Section 111 of the Housing Grants, Construction and Regeneration Act 1996.
13.05 The Designer. reserves the right to charge interest on late payment of invoices and should be 8% above the base rate as set from time to time by Bank of England base rate and charges on a daily accruing basis at 1/30 of the said rate.
13.06 If the designer is required to undertake additional works over and above an approved budget, we will notify this to the Client and we reserve the right to charge for this additional work. Our costs for these additional works will be calculated on a time and expense basis, in calculating our fees, the following are applicable in respect of staff allocation and charge-out rate:
| Hourly charge out rates (excluding VAT) | ||
|---|---|---|
| Level | Position | Rate/hr |
| 4 | Directors Associates and Designers | £85 |
| 3 | Senior Architectural Technicians / Assistants | £45 to £65 |
| 2 | Architectural Technicians/ Assistants | £30 to £45 |
| 1 | Junior Architectural and CAD Technicians | £25 to £35 |
| Printing charges (excluding VAT) | ||
| A1 Colour & B/W | £4.00 per print | |
| A2 Colour & B/W | £2.00 per print | |
| A3 Colour & B/W | £1.50 per print | |
| A4 Colour & B/W | £0.25 per print | |
The fees listed in the above table apply to all Projects and are to be reviewed yearly and may be increased to reflect market conditions, employee benefits and salary compensation. The staff allocated to a Project on the hourly charge out rate basis are subject to availability and at the discretion of the designer.
14.0 CONFIDENTIALITY
14.01 Any information relating to the Clients’ operations shall be regarded as confidential and will not without prior written consent of the Client be used (except in connection where it is required) or published and shall be disclosed by the Designer. This restriction does not apply to information which is, or at the time of publication or disclosure, has become public knowledge through no act or default of the Designer.
14.02 The Project shall be maintained on a confidential basis between the Designer and the Client and no information shall be released during the Project to any third party except by mutual consent of both the Designer and the Client.
14.02 The Designer reserves the right to use all intellectual property for the purposes of advertising at our discretion except where it shall be in breach of the Agreement with the Client or where the Client has explicitly stated in writing that they do not wish for their Project to be displayed in this manner.
14.03 The designer and appointed consultants reserve the right to use photographs in promotion of their professional service through publication, advertising, public relations, brochures, websites, or other marketing media.
15.0 CANCELLATION AND SUSPENSION
15.01 The domestic (domestic Client procuring works exclusively for their own use not for commercial gain) Client has a 14-day cooling off period in which the services provided by the designer can be cancelled and the Client is entitled to a full refund of any fees paid up to this point, if the service has been arranged, online, over the phone or mail order.
15.02 In the case of the domestic Client arranging an Agreement of services on the premises of the designer, the Client will not have the right to a 14-day cooling off period.
15.03 The designer will not start work during the 14-day cooling off period unless specifically instructed to do so by the Client in the form of a written instruction, in which case if the contract is terminated, the Client shall be liable for payment equal to the time spent providing the services within the Agreement to this point. The fee payable will be calculated based on the hourly charge out rates of the members of staff as listed in 12.06.
15.04 Work by the Designer may be wholly or partly suspended and the time of such suspension may be added to the original period of the Project in the event of overdue payments, stoppage, delay or interruption of work during the period of the Project as a result of accident, sickness, failure by the Client to give adequate instructions or approvals, or any cause whatsoever beyond the control of the Designer.
16.0 SEVERANCE
16.01 if one or more of these terms and conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these terms and conditions (which will remain valid and enforceable).
17.0 NO WAIVER
17.01 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy no stop further exercise of any right, or remedy.
18.0 ENTIRE AGREEMENT
18.01 This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter thereof and no modification amendment or waiver of any of the provisions of this Agreement shall be affective unless made in writing specifically referring to this Agreement and duly signed by the parties hereto.