Additional Fee: the amount payable by You to Us for the additional Services. Additional Services: the additional services as agreed in writing by You and Us including any additional site visits. Basic Fee: the amount payable by You to Us for the Basic Services as set out in the Quotation. Basic Services: the services as set out in the Quotation. CDM Regulations: The Construction (Design and Management) Regulations 2015 or any statutory reenactment or amendments thereof for the time being in force. Commencement Date: has the meaning set out in clause 2.2. Completed Project: The fully drafted plans as approved by Building Control. Conditions: these terms and conditions as amended from time to time. Contract: the contract between Us and You for the supply of Services in accordance with these Conditions. Fee: the charges payable by You for the supply of the Services in accordance with these Conditions. Hourly Rate: means our standard hourly charges as follows: Residential extension and conversions - £42 plus VAT/ Residential new build - £50 plus VAT/ Commercial work - £65 plus VAT. Initial Site Visit: a single visit to your site after receipt of instructions to carry out a measured survey and to take photos of your property. Additional site visits are charged at the relevant Hourly Rate. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Materials: all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials (not including DWG files), calculations, data, databases, schedules,programmes, bills of quantities, budgets and any other materials provided in connection with the Services 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 Services produced by Us for You. Order: Your order for Services howsoever received including orally by telephone, in person or in writing including by email. Project: the building and/or renovation project beingundertaken by You. Quotation: a document containing the description or specification of the Services to be provided by Us to You and the anticipated cost of such Services. Required Standard: all the reasonable skill, care and diligence to be expected of a qualified and experienced professional undertaking the Services on works similar in scope and character to the Project. Services: the Basic Services and the Additional Services, including the Materials, supplied by Us to You as set out in the Quotation. We/Us/Our: Blueprint Architectural Design Limited, Co. Number 08550417, a company incorporated in England. You/Your: the person, organisation, company or firm who purchases the Services from Us. Your Default: has the meaning set out in clause 5.2. 1.2 Interpretation: (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. (b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (c) A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by you to purchase Services in accordance with these Conditions. 2.2 The Order will only be deemed to be accepted when We issue You with a Quotation and such Quotation is accepted by You and the engagement form is returned to us signed on which date the Contract shall come into existence (Commencement Date). 2.3 Any samples, drawings, descriptive matter or advertising issued by Us, and any descriptions or illustrations contained in Our brochures or on our website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 2.4 Unless otherwise confirmed in writing Our Quotation does not include the costs of any site/soil/asbestos surveys or a detailed investigation into a building’s history. We recommend that such surveys and investigations are carried out and it is incumbent on You to arrange for these to be done either via Us or a third party. We recommend that any building built prior to 2010 has an asbestos survey.2.5 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6 We reserve the right to amend the Quotation if the Project is unreasonably delayed or the scope and extent of the Services has increased through the design process. 2.7 Any quotation given will not constitute an offer, and is only valid for a period of 2 months from its date of issue.
3.1 If either you or us wish to change the scope of the Services, we agree to work together to identify and agree such changes and the impact which the proposed changes will have on: (a) the Services;
(b) our existing fee; (c) the timetable of the Services; and (d) any of these Conditions. 3.2 Except in relation to a change under clause 2.6 and clause 3.3 Unless both you and we agree, there shall be no change to the Services or the existing fees. 3.3 We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the fee for the Services.
4. OUR OBLIGATIONS
4.1 We warrant that We will: (a) not, without Your consent, make any material change to the designs or Specification for the Project after they have been settled or approved; (b) supply the Services to You in accordance with the Quotation in all material respects; (c) comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force. (d) use all reasonable endeavours to meet anyperformance dates requested by you, but any such dates will be estimates only and time will not be of the essence for performance of the Services. 4.2 We warrant that We will exercise the Required Standard when performing the Services and shall not specify for use anything in the Project, which could cause harm or damage to your Property at the time or in the future. 4.3 We will comply with (and ensure the completed drawing Services comply with) any Act of Parliament, instrument, rule or order made under any Act of Parliament; and regulation or bye-law of any local authority, statutory undertaker or public or private utility or undertaking that has any jurisdiction over the Project or with whose systems or property the Project is or will be connected too.
5. YOUR OBLIGATIONS
5.1 will: (a) ensure that the terms of the Order and any information it provides in the Quotation are complete and accurate; (b) co-operate with Us in all matters relating to the Services; (c) provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; (d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; Note: It is not unlawful to proceed/commence with the building work once the Building Control application has been submitted. The builder will need to inform Building Control – but this is done so at the clients own risk. As Building Control may require adjustments to the plans prior to issuing the approval notice. (e) appoint any other consultants or other contractors as We believe that are required to complete the Project and ensure that they are suitably insured. Such fees for these consultants, specialist contractors or subcontractors must be paid by You and do not form part of Our Fees; (f) comply with any additional obligations as set out in the Quotation; and (g) carry out and fulfil, in all respects, Your duties as the client under Part 2 of the CDM Regulations. 5.2 If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default): (a) We will without limiting Our other rights or remedies have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of any of Our obligations to the extent that Your Default prevents or delays Our performance of any of Our obligations; (b) We will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 5.2; and (c) You will reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default.
6.1 We warrant that on delivery, the Materials will conform with their description and the Quotation and be fit for any purpose held out by Us. 6.2 We will not be liable for the Materials’ failure to comply with the warranty set out in clause 6.1 if the defect arises as a result of Us following any drawing, design or specification supplied by You; or the Materials differ from the Quotation as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.
7. TITLE AND RISK
7.1 Title to the Materials shall not pass to You until We receive payment in full (in cash or cleared funds) for the Services and any other services supplied to You in respect of which payment has become due, in which case title to the Materials shall pass at the time of payment of all such sums. 7.2 Until title to the Materials has passed to You, You will store the Materials separately from all other materials held by You so that they remain readily identifiable as Our property and will maintain the Materials in satisfactory condition.
8. COPYRIGHT AND INTELLECTUAL PROPERTY
8.1 We own all intellectual property rights (including copyright) relating to the Materials We produce unless previously agreed in writing with You. 8.2 Subject to clause 8.1, We grant to You, an irrevocable, nonexclusive, non-terminable, royalty-free licence to copy and make full use of any Materials prepared by, or on behalf of, Us for any purpose relating to the Project. 8.3 The licence in clause 8.2 allows You to use the Materials in connection with any extension of the Project, but not to reproduce or modify the designs contained in the Material in any such extension. 8.4 We will not be liable for use of the Materials for any purpose
other than that for which it was prepared and/or provided. 8.5 You may, at any time (whether before or after completion of the Services), request a copy or copies of (some or all of) the Materials from Us. On Your payment of Our reasonable charges for providing the copy (or copies), We will provide the copy (or copies) to You. 8.6 You grant to Us, an irrevocable, non-exclusive, nonterminable, royalty-free licence to use the Materials and any details of the Project for the purposes of Our own selfpromotion and marketing including but not limited to including details of the Project on Our website.
9.1 You shall pay: (a) the Basic Fee as full remuneration for the Basic Services; and (b) the Additional Fee as full remuneration for any Additional Services. 9.2 The Fee together with any expenses and disbursements
incurred or to be incurred by Us in connection with the Services will be Our entire remuneration under the Contract. 9.3 The Fee excludes the cost of hotel, fees to any statutory bodies, subsistence, travelling and any other ancillary expenses reasonably incurred by Us in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Us for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Us at cost. 9.4 You will pay Us any VAT properly chargeable on the Services. Any amount expressed as payable to Us under the Contract is exclusive of VAT unless stated otherwise.
10.1 The Fee shall be calculated and paid in instalments in accordance with the Quotation. We will invoice normally once the scheme has been issued to you and no further amendments are required and again after the working drawings have been issued. Should a topographical survey be required 50% of our stage 1 figure quoted will be invoiced prior to the survey taking place. We reserve the right to issue interim invoices in the event that fees for each installment exceed: (a) £1,500 (two invoices per instalment); or (b) £3,000 (three invoices per instalment). 10.2 We will submit to You an invoice for each instalment of the Fee, together with any supporting documents that are reasonably necessary to check the invoice. The invoice and supporting documents (if any) will specify the sum that We consider will become due on the payment due date in respect of the instalment of the Fee, and the basis on which that sum is calculated. 10.3 Residential clients: You will pay each invoice submitted to you by Us in full, and in cleared funds, within 14 days of receipt. 10.4 Commercial clients: You will pay each invoice submitted to you by Us in full, and in cleared funds, within 7 days of receipt.
10.5 If You fail to pay an amount due to Us by the final date for payment then, (i) You will pay Us an administration fee (of not more than £100); and (ii) You will pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest will accrue on a daily basis from the final date for payment until actual payment of the overdue amount, whether before or after judgment. You will pay interest together with the overdue amount. 10.6 Any outstanding balance in excess of 90 days may be passed to a debt recovery agent. You will be responsible for the debt recovery agent’s fees in addition to the outstanding balance and any court fees incurred should court proceedings be necessary to recover the sums owed to us.
11. ADJUSTING THE FEE
11.1 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, provided that We will not be entitled to any adjustment of the Fee where delay or disruption arises from Our default or negligence. 11.2 We will notify You of Our intention to claim an adjustment to the Fee as soon as reasonably practicable after We become
aware of any material delay or disruption to the Services. Our notice shall include a written estimate of the proposed adjustment to the Fee.
12. ADDITIONAL SERVICES
12.1 We will notify You as soon as reasonably practicable if it becomes apparent that Additional Services are likely to be required, identifying the required services , this includes planning amends. However, minor scheme amends are covered within your quotation.
12.2 We will perform any Additional Service on receipt of a instruction to do so by You. 12.3 As soon as reasonably practicable after receiving an instruction to perform an Additional Service, We will provide
You with a written estimate of cost of the Additional Service. 12.4 Unless the parties agree otherwise, the Additional Fee shall be on a time and materials basis by reference to Our Hourly Rate (as amended from time to time), provided that no Additional Fee shall be payable if the requirement for an Additional Service arises from Our default or negligence. 12.5 Any Additional Fee payable by You will be included in the
next invoice following performance of the Additional Service to which it relates. 12.6 Time for payment shall be of the essence of the Contract. 12.7 We may, without prejudice to any other rights We may have,
set off any liability You have to Us against any liability of We have to You.
We may sub-contract the performance of any of the Services without Your prior written consent. We will be responsible for any services We sub-contract to a third party as if We had performed those services Ourselves.
14. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Without affecting any other limitation in this agreement, Our liability under or in connection with the Contract will be limited to £2m for each and every claim arising out of the same originating cause or source. This limit will 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. Provided
that this clause 14 shall not exclude or limit Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or
excluded by applicable law. 14.2 Subject to clause 14.1, We will under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise,
for loss arising from your failure to obtain any site/soil/asbestos surveys or a detailed investigation into a building’s history. 14.3 Subject to clause 14.1. We will under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. 14.4 In the event of any problems with the Services, we will only be liable for any defects if: (a) you give notice to us within a reasonable time of discovery; and (b) we are given a reasonable opportunity of examining the alleged defects and rectifying the same if appropriate. 14.5 We will not be liable for any alleged defects in the Services if you alter or modify the plans without our consent. 14.6 We are not liable for the performance, negligence or failure of any organisations or persons hired by You to work on the
Project. 14.7 This clause 14 shall survive termination of the Contract.
15.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 14 days’written notice. 15.2 Without limiting our other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) the other party takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any
composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having
a receiver appointed to any of its assets or ceasing to carry on business or, if the step oraction is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 15.3 Without limiting Our other rights or remedies, We mayterminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment.
16. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason: (a) You will immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which will be payable by You immediately on receipt; (b) You will return all of the Materials which have not been fully paid for at your own cost; (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
17.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause 17: (a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Managers from both parties shall attempt in good faith to resolve the Dispute; (b) if the Managers are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the Directors of both parties who shall attempt in good faith to resolve it; and (c) if the Directors are for any reason unable to resolve the Dispute within 30 days of it beingreferred to them, the parties will attempt to
settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than  days after the date of the ADR notice. 17.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 18.11, which clause shall apply at all times.
18.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 18.2 Assignment and other dealings. (a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party or agent. (b) You shall not, without Our prior written consent , assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. 18.3 Confidentiality. (a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.3(b). (b) Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 18.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract. 18.4 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 18.5 Variation. We may revise these terms and conditions at any time. Please check directly with us from time to time to take notice of any changes we have made, as they are binding on you. 18.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 18.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall bedeemed modified to the minimum extent necessary to make it valid, legal and enforceable. 18.8 (a) Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; (b) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include email. 18.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms. 18.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 18.11 Jurisdiction. Legal proceedings in respect of the Services can be brought in the English courts. If You are a consumer and live in Scotland, legal proceedings can be brought in either the Scottish or the English courts. If You are a consumer and live in Northern Ireland legal proceedings can be brought in either the Northern Irish or the English courts. 18.12 Alternative dispute Resolution: If You are not happy with the Services provided by Us, You can request a copy of anapproved list of mediators provided by trading standards.