Terms Of Engagement
Definitions
1.1 “the Appointment” means the letter of engagement or other agreement in writing entered into between the Client and ‘Ashton Paul LTD for the performance of the Services upon the Standard Terms.
1.2 “the Client” means the person or company who instructs ‘Ashton Paul LTD to undertake the Services.
1.3 “Documents” means records, reports, documents, papers and other materials originated by or on behalf of ‘Ashton Paul LTD to undertake the Services.
1.4 “Fees” means the fees and disbursements to be charged by ‘Ashton Paul LTD to the Client pursuant to the Appointment in connection with the provision of the Services.
1.5 ‘Ashton Paul’ is a trading name for ‘Ashton Paul Limited.
1.6 “the Services” means the architectural and professional services to be provided by ‘Ashton Paul LTD for the Client pursuant to the Appointment and any variation thereof agreed in writing from time to time.
1.7 “the Standard Terms” means these standard terms of engagement.
- Duties
2.1 ‘Ashton Paul LTD shall in providing the Services exercise reasonable skill and care in conformity with the normal standards of Architect /Property professional.
2.2 ‘Ashton Paul LTD acknowledges that in respect of all Services performed for the Client prior to the date of the Appointment such Services shall have been deemed to have been performed pursuant to the Standard Terms and with the same degree of skill and care.
- Safety at Work
3.1 The client shall make a full disclosure of all information it possesses which is or may reasonably be considered relevant in connection with the carrying out and performance of the Services.
3.2 The Client shall provide all information relating to any site conditions which may be considered prejudicial to safe working practices including information concerning underground installations, pipe work cables, drains or other service media and without prejudice to the foregoing the Client shall provide conditions of work on site which enable ‘Ashton Paul LTD’, its employees and sub-contractors to carry out the Services without injury to any person or loss or damage to property.
3.3 The Client shall observe and perform all its obligations under the Construction (Design and Management) Regulations 2007 or any amendment thereof for the duration of the Appointment.
- Delays
4.1 ‘Ashton Paul LTD shall use reasonable endeavours to carry out and perform the Services by the dates reasonably required by the Client and agreed with ‘Ashton Paul LTD’.
4.2 ‘Ashton Paul LTD shall give reasonable notice in writing to the Client of any circumstances which make it impracticable for ‘Ashton Paul LTD to carry out any of the Services in accordance with any previously agreed timetable. Where such notice is given ‘Ashton Paul LTD will not be liable for any losses suffered by the Client however occasioned arising out of delays in the performance of the Services.
- Variations
5.1 Where any reasonable variation to the Services is proposed by the Client such variation shall first be agreed with ‘Ashton Paul LTD in writing including any adjustment to the Fee and/or timescale.
5.2 Where ‘Ashton Paul LTD is involved in the provision of additional services and/or expense unless otherwise agreed in writing ‘Ashton Paul LTD shall be entitled to additional fees calculated on a time basis.
- Invoices
‘Ashton Paul LTD are a small architectural practice are not a position to cashflow client applications. We will request a Stage 1 – 50% project start deposit on confirmation of instruction. Thereafter we will submit invoices for each stage prior to the submission of the requisite applications for full settlement prior to the submission of the application. Please note that your application may be delayed if you do not settle the account. Party wall invoices will be settled prior to publishing of the award or other relevant documents. Otherwise our payment terms are strictly 7 days.
- All rights of set off which the Client may otherwise exercise or purport to exercise are hereby expressly excluded. Where invoices are not paid within 7 days of issue ‘Ashton Paul LTD shall have the right to remove any discounts and add interest at the rate of 5% per calendar month on unpaid fees from the date payment is due until the date of payment. The Client shall in addition to the Fee pay to ‘Ashton Paul LTD Value Added Tax on goods and services supplied by ‘Ashton Paul LTD to the Client.
- ‘Ashton Paul LTD reserves the right to charge reasonable abortive fees for works complete, should the client(s) decide not to proceed with the works or application.
- Disbursements
- Mileage will be charged at 50 pence per mile.
- Postage will be charge at cost
- AutoCAD drawings plots will be charge as follows:
| Black plots | Colour plots | |||
| Size | Cost (£:p) | Size | Cost (£:p) | |
| A4 | £0.50 | A4 | £1.10 | |
| A3 | £1.00 | A3 | £2.20 | |
| A2 | £2.00 | A2 | £4.40 | |
| A1 | £3.00 | A1 | £6.60 | |
| A0 | £4.00 | A0 | £8.00 | |
- All other disbursements will be charged at cost.
- Professional Indemnity Insurance
8.1 ‘Ashton Paul LTD currently hold professional indemnity insurance cover of £500,000 per project. Insurances will be increase for specific projects as required.
8.2 ‘Ashton Paul LTD shall use reasonable endeavours to maintain such insurance for a period of not less than 6 years from the date of the completion of the performance of the Services provided that such insurance is available to ‘Ashton Paul LTD at commercially reasonable rates.
- Limitation on Liability
9.1 Subject to Clause 8.2 below, the total liability (excluding death or personal injury resulting from the Consultant’s own negligence) of the Consultant under or in connection with this Agreement, whether in contract, in tort, for breach of statutory duty or otherwise, shall not exceed the lesser of ten times the fee payable by the Client, one million pounds, or the amount if any recoverable by the Consultant under any professional indemnity insurance policy taken out by the Consultant.
9.2 The total of liability of the Consultant under or in connection with this Agreement arising out of or in connection with pollution or contamination shall not exceed the lesser of five times the fee payable by the Client, one million pounds, or the amount if any recoverable by the Consultant under any professional indemnity insurance policy taken out by the Consultant.
9.3 No action or proceedings for any breach by ‘Ashton Paul LTD of the terms of the Appointment or the Standard Terms shall be commenced by the Client against ‘Ashton Paul LTD after the expiry of 6 years from the date of completion or earlier determination of the Appointment.
9.4 Without prejudice to clause 8.1 above ‘Ashton Paul LTD liability for any actions claims demands losses costs and expenses arising out of a breach of the Appointment shall be limited to such sum as ‘Ashton Paul LTD ought reasonably to pay having regard to its responsibility for the same on the basis that all other consultants specialists and contractors shall where appointed be deemed to have provided to the Client contractual undertakings in respect of their responsibility for such losses as aforesaid.
9.5 Unless otherwise agreed the Services are performed exclusively for the client. No liability will be assumed for any interest or reliance by any party other than the client in or on the Services.
- Consultation
10.1 The Ashton Paul free consultation is offered to all UK homeowners as a 20-minute consultation call for home extensions and general building works issues.
10.2 The customer is expected to call APL.
10.3 The consultation call will be recorded for insurance purposes.
10.4 All communications relating to the consultant will be done by email.
10.5 Any drawings provided in conjunction with the consultation will be at APL’s digression.
10.6 The appointment will be arranged at APL’s convenience.
10.7 Telephone consultation advice is provided as guidance only and is based on information provided by the customer.
10.8 As we have not carried out a site visit some assumption will be made during the discussion. The customer should not seek to rely on information provide or the telephone with a site visit.
10.9 Customers in the London and Surrey areas are recommended to upgrade to the 45-minute consultation.
- Confidentiality
11.1 Save as may be necessary for the proper performance of the Appointment or as otherwise compelled by law ‘Ashton Paul LTD shall not disclose to any third party, other than their professional advisers, any information arising out of the Appointment which is designated as confidential by the Client.
- Intellectual Property Rights
12.1 Copyright in the Documents prepared by ‘Ashton Paul LTD in connection with the Services shall remain vested in ‘Ashton Paul LTD but provided payment has been made for the Services the Client shall have a transferable licence for the whole period for which copyright is to subsist without payment of any further fee to use the Documents for the purposes for which they were provided.
12.2 The name ‘Ashton Paul LTD shall not be used for advertising or other promotional purposes by the Client without the prior written consent of ‘PSD Architectural Limited’.
12.3 ‘Ashton Paul LTD shall not be liable for any use of the Documents for any purpose other than that for which the same were intended.
12.4 ‘Ashton Paul LTD retain the copyright and ownership of all AutoCAD drawings.
- Termination
13.1 Upon the happening of one or more of the following events namely if ‘Ashton Paul Limited’:-
13.1:1 Without reasonable cause fails to proceed regularly and diligently with the Services
13.1:2 Without reasonable cause suspends the execution of the Services
13.1:3 Shall otherwise be in breach of the terms of the Appointment then the Client may in addition to any other power enabling it to terminate the Appointment serve notice in writing on ‘Ashton Paul LTD specifying the event and requiring its remedy and if ‘Ashton Paul LTD fails to remedy the same within 14 days of service of such notice or at any time after the service of such notice commits any further substantially similar breach the Client may by further notice in writing forthwith terminate the Appointment provided that such notice shall not be given unreasonably or vexatiously.
13.2 Upon the happening of one or more of the following events namely if the Client:-
13.2:1 Fails to pay to ‘Ashton Paul LTD any amount properly due and payable.
13.2:2 Is otherwise in breach of its obligations then ‘Ashton Paul LTD may in addition to any other right enabling it to terminate the Appointment serve notice in writing on the Client specifying the event and requiring its remedy and if the client fails to remedy the same within 14 days of service of such notice ‘Ashton Paul LTD may by further notice in writing forthwith terminate the Appointment provided that such notice shall not be given unreasonably or vexatiously.
13.3 Either party may terminate the Appointment by notice in writing to the other forthwith if the other ceases for nay reason to carry on its business or is unable to pay its debts or if any distress or execution shall be levied upon such other party’s property or assets or if such other party shall make or offer to make any arrangement or composition with its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against it or (if it is a limited company) amalgamation without insolvency) shall be passed or presented or if a receiver or administrator of such company’s undertaking property or assets or any part of them shall be appointed.
13.4 Upon the determination of the Appointment ‘Ashton Paul LTD shall be entitled to a proportion of the Fee calculation on a quantum merit basis.
- Assignment and Sub-contracting
14.1 Neither ‘Ashton Paul LTD nor the Client shall assign the whole or any part of the benefit of or in any way transfer the obligation of the Appointment without the prior consent in writing of the other.
14.2 ‘Ashton Paul LTD shall not sub-contract any of the Services without the consent of the Client such consent not to be unreasonably withheld or delayed.
- Governing Law
15.1 The validity construction and performance of the Standard Terms and the Appointment shall be governed by English Law.
15.2 Any difference or dispute arising out of the Standard Terms or the Appointment shall be referred by either of the parties to arbitration by a person to be agreed between the parties or failing agreement within 14 days after either party has given the other a written request to concur in the appointment of an arbitrator, a person to be nominated at the request of either party by the President of the Chartered Institute of Arbitrators and such arbitration shall be conducted in accordance with the Arbitration Act 1996.
- Illegality
16.1 If any provision or term of the Standard Terms of the Appointment shall become or be declared illegal invalid or unenforceable for any reason whatsoever such terms or provisions shall be divisible from the Standard Terms and/or the Appointment as the case may be and shall be deemed to be deleted there from.
- Notices
17.1 Any notices served under or in connection with the Standard Terms or the Appointment shall be in writing and be properly served if sent by recorded delivery or registered post to the address or the party receiving it as notified from time to time by either party to the other.
- Contracts (Rights of Third Parties) Act 1999
18.1 Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.