1. Agreement. The Agreement (the “Agreement”) between us, the Company, and you, the Client, for services on the Quote identified incorporates these Terms. The services to be provided by us (the “Services”) are set out in the Quote and include any additional Services agreed with you.
2. Amendments. Samrai Associates offers Amendments for free. Any minor changes to the agreed design that maintains the same principle, such as moving of internal partition walls; resizing, adding or subtracting fenestration details eg windows; doors balconies; adding or subtracting annotation notes; some movement of external walls within reason that do not alter the overall form of the building. Amendments are changes that are not so significant that they constitute a Re-design.
3. Re-design. Samrai Associates can charge for Re-design. Changes that are so significant that they may require the Project to be started all over again or they cause a sizeable chain reaction of other Amendments. A Re-design may also be a change in concept and/or principle. It may also mean other significant changes such as the adding of new floors or dwellings etc. These are examples of possible Re-designs and are not meant to be an exhaustive list.
4. Changes. If you request any Services that, in our opinion, are not covered by the scope of Services in the Agreement, we will inform you in writing if we intend to claim any extra fees for those Services. An example of this would be if the changes to the plans are so significant that they are considered a Re-design. Or if a client asks us to explore sketch proposals of an alternative scheme, in which case we will charge an agreed hourly rate for general drafting Services. We will also give you an initial estimate of the likely cost and of any impact on the programme for the Project. We will only implement the change once the terms for carrying out the change are agreed. Our standard time-based fees will normally be used for calculating any increased charges.
5. Duration. 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 it is terminated by either of us in accordance with the terms of the Agreement.
6. Standard of Care. The Company will exercise reasonable skill and care in carrying out the Services.
7. Timeliness. You will provide us with information, assistance and decisions in a timely manner so as not to delay our work or the Project. We will use reasonable endeavours to adhere to the agreed programmes and we will inform you if we are delayed for reasons beyond our control. An example of this could be waiting for a third party to produce information that is essential for our progress.
8. Reporting. We will provide reports on progress and we will endeavour to bring to your attention any matters which in our opinion are likely to have a significant effect on the programme or the Quote or cost of the Services.
9. Fees & Payment. Our fees for the Services are set out in the Agreement. If you have grounds for objecting to any amount in a payment application and wish to pay less than the amount claimed, you must give us notice at least 7 days before the date for payment and your notice must specify the amount(s) to be withheld and the reasons. If we do not accept your notice, the disputed items will be dealt with under paragraph 12 below and you will pay the undisputed amounts on the payment date. If you are more than 7 days late in making any payment, we will be entitled to claim interest on the late payment at the rate of 4% per annum above the base rate set by the Bank of England. Fees are quoted inclusive of VAT. If the Services continue for more than 12 months we reserve the right to increase our fee rates in line with the increase in the Retail Price Index at the end of each 12 month period.
10. Copyright. Copyright in the designs and other documents and data supplied by us will belong to us. You will have a royalty-free irrevocable license to use them in connection with the Project but not for any other purpose (and not to reproduce any designs for an extension or any new construction work). We will have no liability if you use any designs for purposes other than those for which they were provided to you.
11. Insurance. We will take out and maintain professional indemnity insurance cover for an indemnity limit of at least £250,000 in respect of each and every claim. This insurance will be arranged with reputable insurers and maintained for so long as we have any liability under the Agreement. (Insurance for claims arising in connection with pollution, contamination, asbestos or any related risk is limited to £5,000,000 in the aggregate.) If requested, we will produce evidence that our policy is in place. Public liability cover limit of at least £5,000,000 and a Products liability cover limit of at least £5,000,000. If professional indemnity insurance ceases to be available to us in the market at commercial rates of premium we will notify you. We will then discuss and attempt to agree how best to protect our respective positions.
12. Liability. Our liability for any claim in connection with the Agreement, whether in contract or in infringement (including negligence) or for breach of statutory duty, will be limited to the amount recoverable under our professional indemnity insurance (plus the policy excess) but our aggregate liability under the Agreement shall not exceed £250,000. Further, our liability for any claim where there was also liability on the part of other consultants or contractors engaged on the Project shall be limited to the proportion of your loss that was caused by us. You agree that no individual partners, directors or employees of the Company will be held liable in respect of negligence, default or other liability arising in relation to the Services, except in case of fraud.
13. Termination. You may give notice to terminate our appointment if we commit a material breach of these Terms and (in the case of a breach capable of remedy) we fail to take steps to remedy the breach within 14 days of being requested to do so in writing. We may give you notice to terminate our appointment if you are overdue by more than 45 days with the payment of any fees and expenses. Either of us can give notice to terminate if the other is unable to pay their debts or becomes insolvent or has a receiver, trustee in bankruptcy or liquidator appointed. On termination you will pay all fees and expenses due up to the date of termination and, if we terminate for non-payment, we will also be entitled to all expenses reasonably incurred by us that are directly attributable to termination plus a reasonable amount to compensate us for loss of profit.
14. Suspension. Payment due dates are specified on each invoice. If you fail to make any payment to us on time we may give you 7 days’ notice of our intention to suspend the Services, with reasons. When payment is received in full we will resume the Services and you will pay a reasonable amount to cover our expenses during the suspension period and our admin costs.
15. Confidentiality. The terms of our appointment and any information of a confidential nature that you may give to us or we may give to you will be kept confidential by the recipient. However this will not apply to information that becomes publicly available or is already known to the recipient. We may publish information concerning the Project for marketing purposes of the Company but only those materials that are already public record.
16. Assignment and Sub-contacting. The Agreement cannot be assigned by either of us without the other’s consent. We may sublet parts of our work to specialist consultants but this will not relieve us of our obligations to you.
17. Disputes & Law. Each of us will try to resolve any dispute amicably by direct negotiation. If direct negotiation fails, either of us can refer the dispute to adjudication in accordance with the English courts. The Agreement is governed by English law.
18. Entire Agreement. The Agreement including these Terms is the only Agreement between us relating to the Services and supersedes any previous arrangements, Agreements or understandings between us and neither of us has relied on any representation of the other except as stated in the Agreement.
19. Measured Surveys. In order to draw the existing elements and propose the new development, Samrai Associates will conduct an Architectural site survey to collect essential site information. We will make visual inspections. Information collected will include; positions and dimensions of possible existing structures, locations of utility services, photographs etc. There will be times when it is not possible to obtain easy access to all structures and utilities, in which case it may be necessary for the Client to obtain a more detailed survey from a Surveyor. The information/data will be collected using instruments belonging to Samrai Associates. Instruments include; measuring tapes, lasers, cameras etc. We will need access to all areas of the property including building interiors. All recorded data is, and remains, the property of Samrai Associates. Samrai Associates are not employed to carry out manual tasks. Tasks excluded from the survey are items such as; lifting up drain hatches, disconnecting service mains supplies, participating in manual construction where specialist traders would normally be appointed, entry into manholes, entry into depressions submerged in fluids, entry into areas with danger warning signs, entry into areas with dangerous animals. This is not an exhaustive list but indicative of the sorts of things which are excluded. This is because each site has its own specific and particular character and potential challenges.