Bureau69 Architects

Terms and Conditions

of appointment

The conditions set out below represent Our Terms and Conditions of Appointment and form the basis of the agreement between Bureau69 Architects LTD and the Client. Unless otherwise agreed, these terms of business apply to any future instructions from you. Your continued instructions will amount to your acceptance of these terms and conditions of business.

The law applicable to the Agreement shall be the law of England and Wales.

1. DEFINITIONS

Where defined terms are used in the Agreement, they are distinguished by an initial capital letter. The following definitions apply to all documents comprising this Agreement and are in addition to those set out elsewhere in the Agreement.

Architect means Bureau69 Architects Ltd, hereinafter referred to also as B69a.

Brief means the latest statement of requirements for the Project issued or approved by the Client:

  • at inception any initial statement by the Client;
  • after clarification of the objectives, the Design Brief (or Output Specification)
  • and any subsequent development into the Project Brief.

The Brief shall include any information or drawings prepared by or on behalf of the Architect and approved by the Client during the development of the Brief.

Collaborate means to co-operate with and to provide to or receive from Other Persons information reasonably necessary, as and when requested, for performing the Services or for such Other Persons to carry out their work or services, to consider and, where competent to do so, to comment on such information.

Confidential Information means all information relating to the Client’s and the Architect’s business and affairs which either party directly or indirectly receives or acquires from the other party or any representative of the other party either in writing or verbally.

Construction Cost means:

  • the client’s target cost for constructing the Project as specified in the Project data or where no such amount is specified a fair and reasonable amount; or subsequently,
  • the latest professionally prepared estimate approved by the client; or where applicable
  • the actual cost of constructing the Project upon agreement or determination of a final account for the Project;

and includes (without limitation):

  • the cost as if new of any equipment and/or materials provided or to be provided by the Client to a contractor for installation during construction of the project;
  • any direct works carried out by or on behalf of the Client; and
  • provision for contractor’s profit and overheads;

and excludes:

  • Value Added Tax;
  • fees;
  • the costs of resolution of any dispute;
  • the Client’s legal and in-house expenses;
  • any loss and/or expense payments paid to a contractor;
  • any adjustment for any liquidated damages deducted by the Client.

Other Person means any person, company or firm, other than the Architect or any sub-consultant of the Architect, including but not limited to consultants, contractors, sub-contractors, specialists, statutory bodies or undertakers, approving or adopting authorities, who have performed or will perform work or services in connection with the Project.

Project is defined in the Project Data/ Initial questionnaire.

Project Data means the matters set out in the ‘Project Data’ schedule, which may be varied by agreement.

Services means the services to be performed by the Architect specified in the ‘Services’ schedule, which may be varied by agreement.

Timetable means the Client’s initial programme for performance of the Services as specified in the Project Data, or where no such programme is specified it shall be a fair and reasonable period. Subsequently, the Timetable shall be the latest programme approved by the Client.

2. OBLIGATIONS AND AUTHORITY OF THE ARCHITECT

Bureau69 Architects LTD [hereinafter referred to as B69a or Architect] shall:

2.1 As Architects registered with the Architects Registration Board we will act in accordance with the professional codes of conduct of this institution. In addition, this practice is registered as Chartered Architects operates and upholds the quality management procedures set out by the RIBA.

2.2 Exercises reasonable skill care and diligence in conformity with the normal standards of the Architect’s profession in performing the Services and discharging all the obligations under this clause 2

2.3. Have full authority to act on behalf of the Architect for aII purposes in connection with the performance of the Services but not to vary the terms of the Agreement.

2.4. Collaborate with Other Persons named in the Project Data, or whose appointment is foreseeable and, as applicable, shall co-ordinate and integrate the information received into the Architect’s work.

 B69a shall act on behalf of the Client in the matters set out or necessarily implied in this Agreement or in project procedures agreed with the Client from time to time, but has no authority, without the Client’s prior approval:

a. to enter into any contractual or other commitment on behalf of the Client;

b. to terminate the employment of Other Persons appointed by the Client; or

c. to make or cause to be made any material alteration to or addition to or omission from the Services or the approved design.

2.5. In the event of an emergency, the Architect may issue instructions to a contractor to prevent danger to persons or material damage to the Project without the Client’s prior approval and shall confirm such action in writing to the Client without delay.

2.6. Provide advice on compliance with statutory bodies. B69a can make material alterations to the Services or the approved design where required to do so by statutory bodies.

 The Architect shall keep the Client informed of progress in the performance of the Services and of any issue that may materially affect the Brief, the Construction Cost, the Timetable, or the quality of the Project and /or the need to appoint other consultants or person to perform works or services in connection with the project

2.7. If during the performance of the Services it is the Architect’s opinion that it would benefit the Client the Architect may recommend that the Client appoints other Persons with appropriate knowledge and experience to perform part of the Services. If the Client agrees to make such an appointment it shall be made without undue delay. On such appointment, the Client shall give written notice to the Architect, who shall be relieved of responsibility and Liability for that element of the Services.

2.8. Neither the Architect nor the Client shall at any time assign the benefit of this Agreement or any rights arising under it without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. With the consent of the Client, which consent is not unreasonably withheld, the Architect may appoint a sub-consultant or sub-consultants to perform part of the Services.

2.9. Subject to matters beyond B69a’s reasonable control, B69a shall use reasonable endeavours to perform the services in accordance with an agreed programme and any changes to the services or programme agreed with B69a from time to time. The Architect cannot guarantee that any programme will be fully adhered to where external forces, consultants, Local Authority, Regulatory Bodies, Specialists, manufactures etc are required to feed into this programme

2.10. The Architect cannot guarantee that any target or budget cost or timetable will be met particularly where approvals from other parties, such as planning permission, building regulations approval, listed building and conservation consent are required, not the performance, work or products of others.

2.11. B69a have the right to use and publish photographs of the project without the previous consent of the Client. The Client accepts to give access to the Project for this purpose for 2 years after practical completion of the construction works. Any explicit deny must be sent in writing and doesn’t affect previous uses.

3.OBLIGATIONS AND AUTHORITY OF CLIENT

3.1. The Client’s Representative shall have full authority act on behalf of the Client for all purposes in connection with the matters set out in this Agreement but not to vary the terms of the Agreement.

3.2. Communicate between Client and Architect, Consultants and Contractor(s) should be in writing by email.

The Client shall:

3.3. Provide, free of charge and in a timely manner, any significant and relevant information related to the project: general requirements, Project Brief, Budget, Programme, Service required, and any subsequent changes in requirements and decisions, and to agree steps to mitigate consequences. The Architect will rely on the information provided and is not liable for any consequence or loss related to incorrect, delayed, or missed information provided by the Client.

3.4. Where required and/or advised by the Architect, the Client should appoint, avoiding any delay, and pay any consultant and other persons under separate agreements and shall require them to collaborate with the Architect.

3.5. The client acknowledges that:

a. the Architect does not warrant the competence, performance, work, service, products or solvency of any of the other appointed persons.

b. shall hold the contractor appointed to undertake construction works and not the Architect responsible for the management and operational methods necessary for the proper carrying out and completion of the construction works in compliance with the building contract or contracts, and for health and safety provision of the site.

3.6. Make decisions and follow actions promptly for the proper and timely performance of the Services.

3.7. Hold the scheduled other Client’s appointments and Contractors appointments for the proper carrying out and completion of the project and works in compliance with the Building Contract.

3.8. Have the authority to issue instructions to the Architect, subject to the Architect’s right of reasonable objection.

3.9. When B69a is appointed as a Building Contract Administrator, the Client should not deal with contractor or contractors directly and /or interfere with the Architect’s duties, functions, actions and instructions. The Architect is not responsible for any instructions issued verbally and in writing by the Client to other Consultants, Contractor(s), suppliers.

3.10. The Client shall instruct the making of applications for consents under planning legislation, building acts, regulations or other statutory requirements and others having an interest in the Project. The Client shall pay any statutory charges and any fees, expenses and disbursements in respect of such applications.

3.11. Where applicable, shall comply with his obligations under the CDM Regulation, including the appointment of a competent Principal Designer as soon as practicable.

3.12. The Client acknowledges that the Architect does not warrant:

a. that planning permission and other approvals from third parties will be granted at all, or if granted, will be granted following any anticipated time-scale;

b. compliance with the Construction Cost and/or the Timetable, which may need to be reviewed for such matters as, but not limited to:

  • approved variations arising from design development or requested by the Client;
  • delays caused by any other person/consultant/contractor involved in the project;
  • the discovery at any time of previously unknown conditions at the date of the contract;
  • any other factors beyond the control of the Architect.

 

4. FEES AND EXPENSES

4.1. The fees for the service shall be:

a) a percentage or percentages applied to the final Construction Cost. Until the actual cost of the building work is known, the percentages are applied to the latest approved estimate of the cost of the works or the Building Contract budget, excluding VAT and fees.

b) a lump sum or sums.

c) time charges (hourly rate / daily rate). The time includes the time spent in travelling from and returning to the B69a’s registered office with an allowance of one hour.

d) any combination of these

e) another agreed method.

4.2. The Architect states the fees in the proposal /letter of appointment /professional service contract accepted by the Client. Each fee proposal, when is not explicitly indicated, is valid for 6 months.

4.3. The Client shall pay the fees as set out in the Letter of Appointment / Professional service Contract for the performance of the services. This includes any additional fees, expenses, disbursements, VAT.

4.4. Payment terms will be clearly stated in the invoice and shall become due on submission of invoice. B69a allows a standard final date for payment of 14 days. Payment due dates will be calculated from the date of issue by email of invoice.

4.5. Payment of each stage is intended to be paid 50% in advance at the start and 50% at completion if the estimated time of the stage doesn’t exceed 8 weeks. When the stage exceeds 8 weeks the payment required at the start will be 30% and the Architect will issue an invoice every 4 weeks with a proportional amount.

4.6. Where the stages include applying for Statutory approvals:

a) Planning permission will be submitted after the full payment of stage 3

b) Listed building consent will be submitted after the full payment of stage 3

c) Full plan Building regulations will be submitted after the full payment of the related stage

d) Any report, specification, schedules of technical design will be released after the full payment of stage 4.

e) The client is not authorised and allowed to use for any purpose the drawings and/or documents released by the Architect before the payment of the related stage is done in full.

4.7. Our fees do not include:

a) Payments to local authorities for planning permission, historical consent, Building regulations approval and inspection fees;

b) Other consultant fees such as structural engineers, M&E consultants, building and quantity surveyors, arboricultural reports, protected species survey, planning consultants, SAP calculations, etc.

4.8. All the additional expenses incurred (such as OS maps, historic mapping, sewer mapping, etc) will be quoted at the time they are instructed.

4.9. The Client is responsible for the separate payment of Consultant, Specialist, Local Authority/Approved Inspector fess for each project.

5. ADDITIONAL FEES

5.1. If the architect is involved in extra work or extra expenses for reasons beyond the Architect’s control, additional fees will be calculated on a time basis in accordance with the Letter of appointment / Professional service Contract. This is the case when :

a) The architect’s services are performed for any part of the project not included in the Construction cost

b) The architect is asked to change, modify or vary, any service already commenced or related to a previously approved design

c) Performance of the services are delayed, disrupted or prolonged

5.2. Where the Architect is instructed by the Client to invite a tender or tenders for work or services in connection with the Project but no tender is made or accepted, the Architect shall be entitled to fees due up to and including RIBA Work Stage 6 applied to the Construction Cost or that part of it relating to the said work if services current at the date of invitation to tender.

6.PAYMENTS

6.1.The Architect submits the payment invoice following the conditions agreed in the letter of appointment / Professional service contract.

6.2. In the event of non-payment of any amount properly due to the Architect under this Agreement the Architect is entitled to:

a) interest on the unpaid amounts until the date of payment at 8% per year over the dealing rate of Bank of England current at the date of the payment becomes overdue, including all the costs incurred by the Architect incurred in obtaining payments;

b) suspend use of the licence and copyright under the provision of clause 7;

c) suspend or terminate performance of the Services and other obligations under the provisions of clause 11, or

d) may commence dispute resolution procedures and/or debt recovery procedures.

6.3. If the Client doesn’t intend to pay the amount invoiced shall give written notice to the Architect:

a) within 5 days of the date of issue of an account specifying the amount the Client proposes to pay and the basis of calculation of that amount; and

b) not later than 5 days before the final date for payment of any amount due to the Architect if the Client intends to withhold payment of any part of that amount stating the amount proposed to be withheld and the grounds for doing so or, if there is more than one ground, each ground and the amount attributable to it.

If no such notices are given the amount due shall be the amount stated as due in the account. The Client shall not delay payment of any undisputed part of the account.

6.4. The Client or the Architect shall pay to the other party who successfully pursues, resists or defends any claim or part of a claim brought by the other:

a) such costs reasonably incurred and duly mitigated (including costs of time spent by principals, employees and advisors) where the matter is resolved by negotiation or mediation; or

b) such costs as may be determined by any tribunal to which the matter is referred.

7.COPYRIGHT AND LICENCE

7.1. The Architect owns the copyright in drawings and documents (paper and digital format) produced in the performance of the Services and generally asserts the Architect’s moral rights to be identified as the author of such work. No part of any design by the Architect may be registered by the Client without the consent of the Architect in writing.

7.2. The Client shall have a licence to copy and use the drawings and documents for the purpose related to the fees paid in full. The licence to use ANY drawings and documents is suspended when the client has not paid in full ALL the services provided(clause 6.2.).

7.3. The Client will only have the licence to use the drawings/documents for their intended purpose, i.e. drawings prepared for a Planning Application would only be valid for this purpose and should not be used for construction, as it will be necessary to add additional information to the drawings for Building Regulation Approval, other Regulatory Approvals and Construction information. The drawings and documents may not be used for reproduction of the design for any part of any extension of the Project, and/or for any other project except on payment of a licence fee specified in this Agreement or subsequently agreed. The Architect shall not be liable if the drawings and documents are modified other than by or with the consent of the Architect or used for any purpose other than the purposes for which it was prepared.

8. ARCHITECT’S LIABILITY AND PROFESSIONAL INDEMNITY INSURANCE

8.1. No action or proceedings in connection with the Contract whether in contract, in tort for negligence or breach of statutory duty or otherwise shall be commenced against the consultant after the expiry of six years, where the agreement is executed as a contract or twelve years where the contract is executed as a deed, which shall commence from the date of the offer letter. Where the client has not issued a contract for signature, our statutory duty shall be limited to six years.

8.2. The Architect is required to stipulate a professional indemnity insurance policy with a limit not less than the amount set by the Architect Registration Board. The architect, when requested by the client, shall produce a broker’s letter or certificate of insurance to prove that such insurance is valid and maintained.

8.3. Notwithstanding anything to the contrary, the total liability of B69a under or in connection with this appointment whether in contract or tort or negligence or breach of statutory duty or otherwise (other than in respect of personal injury or death) shall not exceed 10% of the construction cost or the amount of the professional insurance specified in the letter of appointment / professional service contract, whichever is the lower.

8.4. Professional liability will relate to Architectural Design Items, any liability for other design elements will be carried by other appointed Consultants, or Specialist manufacturers and the like.

8.5. The Client agrees to address any claim in contract, tort, or statute (including negligence) against B69a. No employee of the Architect including any officer or director of a company or a member of a limited liability partnership or any agent of the Architect shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from the performance of the Services.

8.6. Subject to clause 8.3 but notwithstanding otherwise anything to the contrary such liability of RAL for any claim or claims shall further be limited to such sum as it would be just and equitable for RAL to pay to have regard to the extent of RAL’s responsibility for the loss or damage suffered as a result of the occurrence or series of occurrences in question (“the loss and damage) and on assumptions that:

a)  All other consultants and all other contractors and sub-contractors appointed in connection with the project in question shall have provided contractual undertakings on terms no less onerous than those set out to the client in respect of the carrying out of their obligations.

b) 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 to any extent for the loss and damage is contractually liable to the Client for the loss and damage; and

c) All such other Consultants and all such 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.

8.7. The consultants and any specialist advisers shall maintain professional indemnity insurance in an amount sufficient to cover the Consultants liabilities hereunder, and public liability insurance provided always that such insurance is available at commercially reasonable rates and terms.

9.LIMITS OF LIABILITY

9.1. The Architect is not responsible under this agreement or otherwise for advising on matters wholly, partly, directly or indirectly arise out of or result from asbestos or other deleterious material (including without limitation the costs of testing for, monitoring, abatement, mitigation, removal, remediation or disposal of any products or waste that contain such deleterious materials)

9.2. The Architect is not responsible under this agreement or otherwise for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling preventing, suppressing or any way relating to an act of terrorism.

10.LOCAL AND STATUTORY AUTHORITY DEALINGS

10.1. There are occasions where a client’s specific requirements are at variance with planning or design policy in a particular area, and subsequent amendments have been necessary following the submission of the scheme to the Local Authority, or indeed another application may need to be submitted. We would use our best endeavours to avoid this at the design stage and would try to advise when difficulties could be anticipated. We do, however, reserve the right to charge for our time amending or redrawing the proposal should it ultimately prove a necessity.

10.2. Local Authorities are increasingly requesting a larger amount of supporting documentation to be submitted with planning applications. The exact extent of the required information is subject to both National and Local requirements but is also subject to the demands of Planning Authorities and officers. The Architect cannot, therefore, guarantee that all supporting documentation of information requirements will be known at the time an application is submitted.

10.3. The Architect will liaise with other consultants to assist in obtaining supporting documentation but cannot be held responsible for the time and extent that gathering such information may entail. The planning application may not be registered until such information and documentation are submitted.

10.4. Where it becomes necessary to Appeal a Planning or Listed Building Consent Decision, we will advise you of the implications and would need to charge for the time to prepare any appeal and the supporting documents and statements necessary to submit the Appeal. This may include recommending the appointment of a Planning Consultant to deal with specific Planning Policy issues, there are projects where policy issues would warrant this additional service.

10.5. The Architect cannot guarantee that Building Regulation Approval will be achieved on any project; it should be noted that additional costs may be incurred. The Building Regulations and Other Statutory regulations are open to interpretation by each officer. Policy and regulation changes can affect the outcome of a project, as well as the constraints of the Building, Environment, Site Conditions, Services, Other Consultants input.

11.SUSPENSION AND TERMINATION

SUSPENSION

11.1. The Client may suspend the performance of any or all of the Services and/or other obligations by giving not less than 7 days’ notice in writing to the Architect specifying the Services affected.

11.2. The Architect may suspend performance of the Services and/or other obligations on giving not less than 7 days notice to the Client of the intention and stating the reasons for doing so in the event:

a) that the Client fails to pay any fees or other amounts due by the final date for payment unless, where applicable, the Client has given effective notice under clause 6 of the intention to withhold payment of any part of an Architect’s account; or

b) that the Client is in material or persistent breach of the obligations under this Agreement; or

c) that the Architect is prevented from or impeded in performing the Services for reasons beyond the Architect’s reasonable control; or

d) of force majeure.

11.3. The Architect shall cease performance of the suspended Services and/or other obligations in an orderly and economical manner (clause 6.2.) on the expiry of the notice period after receipt or giving of a notice of suspension.

11.4. If the reason for a notice of suspension arises from a default:

a) which is remedied, the Architect shall resume performance of the Services or other obligations within a reasonable period; or

b) which is not remedied by the defaulting party, the other party shall have the right to treat performance of the Services or other obligations affected as terminated on giving reasonable written notice.

11.5. Where Services are suspended by the Client and not resumed within 6 months the Architect shall have the right to treat performance of the Services and/or other obligations affected as terminated on giving at least 7 days further written notice to the Client.

11.6. Any period of suspension arising from a valid notice given shall be added to the latest Timetable for completion of the relevant Services.

TERMINATION

11.7. The Client or the Architect may by giving reasonable notice to the other terminate performance of the Services and/or other obligations, stating the reasons for doing so and the Services and obligations affected.

11.8. Performance of the Services and/or other obligations may be terminated immediately by notice from either party if:

a)  the other party commits an act of bankruptcy or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent, and/or makes any arrangements with creditors; or

b) the Architect becomes unable to perform the Services through death or incapacity.

11.9. 0n termination of performance of the Services and/or other obligations, a copy of the Material not previously provided to the Client shall be delivered on-demand to the Client by the Architect, subject to the terms of the licence and payment of any outstanding fees and other amounts due plus the Architect’s reasonable copying charges.

12.DISPUTES RESOLUTION

The parties agree, in case of any dispute or difference arising, to settle the dispute, in first instance by mediation and then by negotiation.