TERMS AND CONDITIONS
1.1 This section sets out the Terms and Conditions by which EDGE ARCHITECTURE agrees to provide services to you.
1.2 When you purchase any service from us, you are signifying your agreement to these Terms and Conditions. These can be found on our Website. It is your responsibility to familiarise yourself with them before you purchase any service from us.
1.3 We reserve the right to modify, cancel or append to these Terms and Conditions. The current Terms and Conditions always appear on our Website. On purchase of any EDGE ARCHITECTURE service, the most recent Terms and Conditions shall apply.
1.4 For the avoidance of doubt, all our Services are provided on an "as is" basis and save as expressly stated herein without representations, conditions, warranties or other terms of any kind, either express or implied, including, but not limited to non-infringement or title but excluding the implied warranties of satisfactory quality and fitness for a particular purpose.
2. Defined Terms:
Architect is the person that the Client appoints to perform the Services. ‘Architect’ is a legally protected title in the UK, which can only be used by people registered under the Architect’s Act 1997 with the Architects Registration Board (ARB).
Appointment refers to a particular Appointment held at a specific time on a specific date at a specific venue for a specific duration.
Budget Construction Cost is the Client target cost for the building works as specified in the Project Brief. The Budget Construction Cost will be calculated on a square metre basis using the RICS data or similar industry standards.
Client, "you" and "your" means you, the buyer of any Service. This also includes the client representative, where one is appointed by the client, with full authority to act on behalf of the client.
Confidential information is all information relating to the Project and the Client and Architect business and affairs which either Party directly or indirectly receives or acquires from the other Party or any representative of the other Party whether in writing by electronic mail or verbally and which is not otherwise in the public domain.
CDM Regulations 2015 is the Construction (Design and Management) Regulations 2015 and any guidance as issued, amended or replaced from time to time by the Health and Safety Executive, which govern the management of health, safety and welfare for construction projects.
Contractual Agreement refers to the purchase by the Client of the described Service and it’s adherence to the terms and conditions as set out on the EDGE ARCHITECTURE website.
EDGE ARCHITECTURE, "we", "us" or "our" refers to EDGE ARCHITECTURE and any of its directors and employees. EDGE ARCHITECTURE is part of TOMPKINS RYGOLE Ltd.
Health and Safety file is the file required by the CDM Regulations 2015, which contains relevant health and safety information needed to allow future construction works, including cleaning, maintenance, alterations, refurbishment and demolition, to be carried out safely.
Missed Service is a Service no part of which has been attended by you.
Notified Sum is the sum set out in a Payment Notice or a default notice
Other Client Appointments are other consultants or service appointments which have been, or will need to be, made by the Client to enable the Architect to undertake its work in connection with the Project.
Project is as described in the Project Brief.
Project brief is the Client’s requirements for the Project and including any revisions made by the Architect and approved by the Client.
Parties/Party refers to the Client and the Architect.
Project Programme is the Client’s initial programme for the Project as stated at the time of procuring the Architect’s Services and includes any revisions made by the Architect and approved by the Client.
Principal Designer is an individual appointed by the Client as Principal Designer under the CDM regulations 2015, this can be the EDGE ARCHITECTURE Architect if so selected as an optional service through our website.
Payment Notice is a notice that the Architect issues to the Client in accordance with clauses 7.9.1-7.9.5
Service is any professional service offered for purchase via our website. EDGE ARCHITECTURE reserve the right to alter, vary, omit or substitute any part or parts of any Service provided by us described in any promotional or other materials published by us or on our behalf.
Voucher codes are Voucher Codes given pursuant to Section 7.2.
Website is www.edge-architecture.co.uk
3. General interpretation
3.1. The provisions of the Service continue to bind the Client and the Architect as long as is necessary to give effect to the Parties’ respective rights and obligations.
3.2. The Contractual Agreement supersedes any previous agreement or arrangements between the Client and the Architect in relation to the Service (whether oral or written) and represents the entire agreement between the Client and the Architect in relation to the Service.
3.3. The Contractual Agreement is subject to the Law of England and Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.
3.4. To the extent that either Party processes personal data as part of the Contractual Agreement, the Party undertakes to do so in compliance with the General Data Protection Regulation (GDPR) and to keep such personal data in a secure technological environment.
4. Client responsibilities
4.1. The Client shall:
4.1.1. inform the Architect of the Project Brief, Budget Construction Cost, Project Programme and Service required and of any subsequent changes required, and agree steps to mitigate the consequences.
4.1.2. provide to the Architect, free of charge, information in the Client’s possession or which is reasonably obtainable, and which is necessary for the proper and timely performance of the Service, and the Architect shall be entitled to rely on such information.
4.1.3. make decisions and give approvals as necessary for the proper and timely execution of the Service.
4.1.4. appoint or otherwise engage any ‘Other Client Appointments’ required to perform work or services under separate agreements and require them to collaborate with the Architect. The Client shall confirm in writing to the Architect the work or services to be performed by any Other Client Appointments.
4.1.5. hold the Other Client Appointments, and not the Architect, responsible for the proper carrying out and completion of the work or services entrusted to them under any Other Client Appointments.
4.1.6. not hold the Architect responsible for any instructions issued by the Client to the Other Client Appointments.
4.1.7. pay any statutory charges and any fees, expenses and disbursements in respect of any obligations for planning, building control and other consents.
4.2. The client acknowledges that the Architect does not warrant:
4.2.1 that planning permission and other approvals from third parties shall be granted at all or, if granted, will be granted in accordance with any anticipated timescale.
4.2.2 compliance with any Project Programme and Budget Construction Cost, which may need to be reviewed for, but not limited to:
variations instructed by the Client
fluctuations in market price
delays caused by any Other Client Appointments
or any other factor that is not the responsibility of the Architect under the Contractual Agreement.
the discovery at any time of previously unknown conditions which were not reasonably foreseeable at the date of the Contractual Agreement
4.2.3 the competence, performance, work, services, products or solvency of any Other Client Appointment
4.3. The Client shall not disclose Confidential Information, unless:
4.3.1 disclosure is necessary to take professional advice in relation to the Contractual Agreement or Service.
4.3.2 it is already in the public domain other than due to wrongful use or disclosure by the client
4.3.3 this disclosure is required by law or because of disputes arising out off or in connection with the Contractual Agreement
5. Architect responsibilities
5.1. In the performance of the Services, and discharging all the obligations under the Contractual Agreement, the Architect will exercise the reasonable skill, care, and diligence to be expected of an Architect experienced in the provision of such services for projects of a similar size, nature and complexity to the Project. Notwithstanding anything that may appear elsewhere to the contrary, whether under this Contractual Agreement or otherwise, the Architect’s duties and obligations shall be deemed to be subject to the exercise of such reasonable skill, care, and diligence and nothing contained in this agreement or elsewhere shall be construed as imposing on the Architect any greater duty than the exercise of such reasonable skill, care, and diligence.
5.2 The Architect shall:
5.2.1 perform the Services with due regard to the Project Brief
5.2.2 inform the Client of progress in the performance of the Services and, upon becoming aware, of any issue that may materially affect the Project Brief, Project Programme, Budget Construction Cost or quality of the Project, and any information, decision or action required in mitigation
5.2.3 inform the Client of a need to make any Other Client Appointments to perform work in connection with the Project and/or any information, decision or action required from the Client or Other Client Appointments in connection with the performance of the Services
5.2.4 act on behalf of the Client in the matters set out in the Contractual Agreement or in relation to any project procedures agreed with the Client from time to time, subject to the Client’s prior written approval
5.2.5 collaborate with any Other Client Appointments or any other parties who might reasonably be expected to perform work or services and, where indicated in the Services, the Architect shall coordinate relevant information received from such persons with the Architects design, but the Architect shall not be responsible for the content of the information received
5.2.6 make no material alteration to the Services or the approved design without the prior written consent of the Client, except in an emergency, whereupon the Architect shall confirm such actions to the Client without delay.
5.3 The Architect shall have the right to publish photographs of the Project. The Architect shall obtain consent from the Client, which shall not be unreasonably withheld or delayed, before the publication of any information about the Project.
5.4 The Architect shall not disclose Confidential Information unless:
5.4.1 disclosure is necessary for the proper performance of the Services, or in order to take professional advice in relation to the Contractual Agreement or the Services, or in order to obtain/maintain insurance cover as required by the Contractual Agreement
5.4.2 it is already in the public domain other than due to wrongful use or disclosure by the Architect
5.4.3 disclosure is required by law or because of disputes arising out of or in connection with the Contractual Agreement
5.5 Appointments can be booked within a distance of 45 miles from newbury, inclusive of the listed price. Appointments at a greater distance are at the discretion of the Architect.
6. Assignment, Sub-contracting and Novation
6.1 Neither the Architect nor the Client shall at any time assign the benefit of the Contractual Agreement or any rights arising under it without the prior written consent of the other. Such consent shall not be unreasonably withheld or delayed.
6.2 The Architect shall not subcontract performance of any part of the Services without the prior consent of the Client, and such consent shall not be unreasonably withheld or delayed.
6.3 The Parties may, by agreement, novate the Contractual Agreement on terms to be agreed.
7.1. The full cost of a Service minus any agreed discounts must be paid at the latest 1 day before the start of the Appointment otherwise payment is due on the date specified on the invoice.
7.2. Voucher Codes
7.2.1. Limited voucher codes are available in certain circumstances. Only one voucher code can be used against the cost of Service at any time.
7.2.2. All voucher codes must be claimed at the time of booking. No retrospective discounts or refunds will be offered.
7.3 Changes and Cancellations
7.3.1 You may cancel your Service at any time and for any reason.
7.3.2 In the event that you wish to cancel, if you give us at least 14 days notice before the date of the Appointment you would like to cancel, we will refund all monies paid.
Unfortunately we will not be able to refund any Service when less than 14 days notice is given.
7.3.3 You must notify EDGE ARCHITECTURE of your wish to cancel directly by email (email@example.com) at least 14 days prior to your Appointment. Any other method of informing us will not be treated as notification for the purposes of this paragraph.
7.4 Lump sums and rates for time charges, mileage and printing shall be revised every 12 months in accordance with changes in the Consumer Prices Index. Each 12-month period commences on the anniversary of the date of the Contractual Agreement.
7.5 If the Architect is involved in extra work or incurs extra expense for reasons beyond the Architect’s reasonable control, additional fees shall be calculated on a time basis in accordance with the Design Revisions Service where:
7.5.1 the Architect is required to vary any Service already commenced or completed or to provide a new design after the Client has authorised development of an approved design
7.5.2 the nature of the Project reasonably requires that substantial parts of the design are not completed or that they are specified provisionally or approximately before construction commences
7.5.3 performance of the Services is delayed, disrupted or prolonged.
7.6 The Architect shall inform the Client on becoming aware that clause 7.5 shall apply. Clause 7.5 shall not apply to the extent that any change or extra work or expense arises from a breach of the Contract by the Architect.
7.7 The Client shall reimburse the Architect for expenses and disbursements if it is agreed that they may be incurred on the client’s behalf. Any such disbursements shall be charged on a net cost plus 5% handling charge.
7.8 The Architect shall maintain records of time spent on Design Revisions Services performed on a time basis and for any expenses and disbursements to be reimbursed at net cost. The Architect shall make such records available to the Client on reasonable request.
7.9 Payment Notices
7.9.1 The Architect shall issue Payment Notices once a Service chargeable at an hourly rate has been completed.
7.9.2 If any payments which are due under these Terms and Conditions are not made by their respective due date, interest shall accrue on the full amount outstanding at a rate of 8% above the base lending rate of the Bank of England from time to time, from the due date until the date of actual payment. The Architect may:
suspend use of the copyright licence under the provisions of clause 8
suspend or terminate performance of the Services and other obligations under the provisions of clause 11
commence dispute resolution procedures and/or debt recovery procedures.
7.9.3 The Client shall pay the Notified Sum within 14 days of the date of issue of the relevant Payment Notice unless:
the Architect has become insolvent (as defined in the Housing Grants, Construction and Regeneration Act 1996).
7.9.4 In the event of any change in any content as described above, we will have no liability to refund any part of any fee or deposit paid.
7.9.5 Refunds are issued in the form in which the original payment was made and will be processed within 28 days of notifying you that we are issuing you the refund.
8. Copyright and Licence
8.1 The Architect shall own all intellectual property rights, including the copyright in the drawings and documents produced in performing the Services, and this clause generally asserts the Architect’s moral right to be identified as the author of such work.
8.2 No part of any design by the Architect may be registered under the Registered Designs Regulations 2001 by the Client without the written consent of the Architect.
8.3 The Client shall have a licence to copy and use such of the drawings and documents for which all fees and other amounts properly due have been paid, only for purposes related to the construction of the Project or its subsequent use or sale, but they may not be used for reproduction of the design for any part of any extension of the Project or any other project without the Architect’s written consent.
8.4 Where produced using CAD, BIM or other proprietary software, drawings and documents shall be provided to the Client in PDF format only.
8.5 Copying or use of the drawings and documents by any Other Client Appointment providing services to the Project shall be deemed to be permitted under a sub-licence granted by the Client, whether such drawings and documents were issued by the Client or on the Client’s behalf.
8.6 The Architect shall be liable to the Client in respect of any reasonably foreseeable and fully mitigated expenses, losses or damages suffered by the Client as a result of the work of the Architect being in breach of copyright or any other intellectual rights of any third party.
9. Architect’s Liability
9.1 No action or proceedings arising out of or in connection with the Contract Agreement whether in contract, in tort, for negligence or breach of statutory duty or otherwise shall be commenced after the expiry of 6 years from the date of the completion of the last Services.
9.2 In any such action or proceedings:
9.2.1 the Architect’s liability for loss or damage shall not exceed the amount of the Architect’s professional indemnity insurance which shall be limited to £250000 unless otherwise stated.
9.2.2 no employee of the Architect or any agent of the Architect shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Services.
9.3 In respect of any claim by the Client under the Contractual Agreement, and without prejudice to the provisions of clause 9.2.1, the Architect’s liability shall be limited to such sum as shall be agreed between the Parties or adjudged by the court to be the proportion of the loss to the Client caused by the Architect’s failure to exercise reasonable skill, care and diligence in the performance of its duties under the Contract. This proportion is to be calculated on the basis that:
9.3.1 all other consultants, contractors and Other Client Appointments providing work or services for the Project are deemed to have provided to the Client contractual undertakings in respect of their work or services on terms materially no less onerous than those which apply to the Architect under the Contractual Agreement.
9.3.2 there are deemed to be no exclusions or limitations of liability or joint insurance or co-insurance provisions between the Client and any other person referred to in this clause
9.3.3 all the persons referred to in this clause are deemed to have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage.
10. Professional Indemnity Insurance
10.1 The Architect shall maintain, until the expiry of the period specified in clause 9.1, professional indemnity insurance with a limit of indemnity not less than £250000. Details, provided such insurance continues to be offered on commercially reasonable terms to the Architect at the time when the insurance is taken out or renewed. The Architect shall inform the Client if such insurance ceases to be available on commercially reasonable terms. The Architect, when reasonably requested by the Client, shall produce for inspection a broker’s letter or certificate confirming that such insurance has been obtained and/or is being maintained.
10.2 The Architect shall inform the Client if such insurance ceases to be available on commercially reasonable terms or, subsequent to the date of the Contractual Agreement, any restrictions are attached to the policy or an aggregate limit applies to any matters other than those specified in the Contractual Agreement Details in order that the Architect and the Client can discuss the best means of protecting their respective positions.
10.3 Nothing in the Contractual Agreement confers any right to enforce any of its terms on any person who is not a party to it, other than lawful assignees.
11. Suspension or Termination
11.1 The Client may suspend or terminate performance of any or all of the Services and other obligations under the Contractual Agreement by giving the Architect at least 7 days’ written notice and stating the reason for doing so.
11.2 The Architect may suspend or terminate performance of any or all of the Services and other obligations under the Contractual Agreement by giving the Client at least 7 days’ written notice and stating the grounds on which it intends to do so. Such grounds are limited to:
11.2.1 the Client’s failure to pay any fees or other amounts due by the Final Date for Payment.
11.2.2 that the Client is in material or persistent breach of its obligations under the Contractual Agreement
11.2.3 that the Architect is prevented from or impeded in performing the Services for reasons beyond the Architect’s control
11.2.4 force majeure
11.2.5 any other reasonable grounds for suspension or termination of the Contract.
11.3 In the event of suspension or termination, the Architect shall cease performance of the Services and/or other obligations under the Contractual Agreement in an orderly and economical manner on the expiry of the notice period after receipt or issue of a notice of suspension or termination.
11.4 If the reason for a notice of suspension or termination arises from a default:
11.4.1 which is remedied, the Architect shall resume performance of the Services and other obligations under the Contractual Agreement within a reasonable period
11.4.2 which is not remedied by the defaulting Party, the Contractual Agreement shall be ended by the non-defaulting Party giving at least 7 days’ further written notice.
11.5 Where Services are suspended by either Party after serving notice under clause 11.1 or clause 11.2 and not resumed within 6 months, the Architect has the right to treat performance of the Services as ended on giving at least 7 days’ further written notice to the Client.
11.6 Any period of suspension arising from a valid notice given under clause 11.1 or clause 11.2 shall be disregarded in computing, for the purposes of any specified time limit, the time taken by the Architect to complete any work directly or indirectly affected by the exercise of the right of the Architect to suspend performance.
11.7 Performance of the Services and/or other obligations may be terminated immediately by notice from either Party if:
11.7.1 the other Party becomes bankrupt 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
11.7.2 the other Party becomes unable to perform its obligations through death or incapacity.
11.8 On termination of performance of the Services and/or other obligations under the Contractual Agreement, a copy of any drawings and documents produced pursuant to the Services and not previously provided by the Architect to the Client shall be delivered to the Client by the Architect, subject to the terms of the licence under clause 8.3 and payment of any outstanding fees and other amounts due plus the reasonable expenses of the Architect.
12. Dispute Resolution
12.1 In the event of any dispute or difference arising under the Contractual Agreement, the Parties may attempt to settle the dispute, in the first instance, by mediation.
13. Information Formats
13.1 Provided that all fees and/or other amounts properly due are paid, the Client shall have a licence to copy and use the electronic drawings and documents provided only for purposes related to construction of the Project or its subsequent use or sale, and they may not be used for reproduction of the design for any part of any extension of the Project or any other project. Such licence is subject always to clause 8.3.
13.2 Copying or use of the electronic drawings and documents by any Other Client Appointments providing services to the Project shall be deemed to be permitted under a sub-licence granted by the Client, whether such drawings and documents were issued by the Client or on the Client’s behalf.
13.3 The Architect shall not be liable for any use of the electronic drawings, data and documents other than for the purpose for which they were prepared.
13.4 Without prejudice to the Architect’s obligations under the Contractual Agreement, the Architect does not warrant, expressly or impliedly, the integrity of any electronic data in pdf format.
13.5 The Architect shall have no liability to the Client in connection with any corruption or any unintended amendment, modification or alteration of the electronic drawings and documents which occurs after they have been issued by the Architect.
14. Client’s Right to Cancel
14.1 The Client has the right to cancel the Contractual Agreement, for any reason, by sending a notice of cancellation to the Architect by email to firstname.lastname@example.org at any time within 14 days of purchase of the Service through our website.
14.2 The notice of cancellation is deemed to be served on the day that it is sent to the Architect, email@example.com
14.3 If the Architect was instructed to perform any services before the Contractual Agreement was made or before the end of the 14-day period and the instruction(s) were confirmed by purchase of the Service, the Architect shall be entitled to any fees and expenses properly due before the Architect received the notice of cancellation.
15. Use of personal information
15.1 We may monitor and record communications with you (including phone conversations and emails) for quality assurance, legal, compliance and training purposes.
15.2 From time to time, photographs, film, video or audio recordings may be made during EDGE ARCHITECTURE Appointments for publicity, promotional or broadcast purposes. Please inform us before any such event if you do not wish to appear or be identified in any such material.
Last updated 4th March 2020