Terms And Conditions
BACKGROUND:
These Terms and Conditions are the standard terms which apply to the provision of services by Daniel Matthias Architecture Ltd (“the Architect”) to customers who require architecture services for their own domestic purposes.
These Terms and Conditions apply where the customer is a “Consumer” as defined by the Consumer Rights Act 2015.
- Definitions and Interpretation
- 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Agreement” means the contract into which You and We will enter if You accept the Fee Proposal. The Agreement will incorporate, and be subject to, these Terms and Conditions. Our standard form of Agreement is attached as Schedule 1;
- “Architect” means Us or Our employees/subcontractors who will be responsible for providing the Services;
- “Architect’s Works” means any materials We create in the course of providing the Services which relate to the Project including, but not limited to, sketches, designs, plans, artists’ impressions, renderings, models and written documents;
- “Assessment Dates” means the dates set out in the Agreement on which We will assess the Fees due;
- “Brief” means Your initial statement of requirements which may be subsequently revised and developed during the Project from time to time;
- “Business” means any business, trade, craft or profession carried on by You or any other person/organisation;
- “CDM Regulations” means the Construction (Design and Management) Regulations 2015 as amended or re-enacted;
- “Consumer” means a “consumer” as defined by the Consumer Rights Act 2015, and in relation to these Terms and Conditions means an individual customer of the Architect who receives Services for their personal use and for purposes wholly or mainly outside the purposes of any Business;
- “Fees” means the sums You must pay which will be shown on the invoices We issue;
- “Milestone Dates” means dates by which We must complete certain parts of the Services so that Your other contractors may perform their agreed services;
- “Model Cancellation Form” means the model cancellation form attached as Schedule 2;
- “Payment Schedule” means the payment schedule set out in the Agreement giving dates for payment of the Fees in instalments;
- “Programme” means a schedule for the provision of the Services setting out relevant dates and times including, but not limited to the Start Date, access dates for contractors and Milestone Dates;
- “Project” means the complete design and development project in relation to which We are to provide Our Services;
- “Property” means the property detailed in the Agreement, where construction is to take place for the Project;
- “Fee Proposal” means the Fee Proposal We give to You specifying the Services and the Quoted Fee in relation to the Brief;
- “Quoted Fee” means the fee set out in the Fee Proposal which may change according to the actual work undertaken;
- “RIBA Site Signboards” means signboards for use by architects which have been expressly approved by the Royal Institute of British Architects;
- “Services” means the services We will provide as specified in the Agreement;
- “Specified Contractor” means a consultant or contractor specified in the Agreement that will be instructed only through the Architect as set out in sub-Clause 6.3;
- “Specified Purposes” means the purposes for which You will be permitted to use the Architect’s Works as defined in the Agreement.
- “Start Date” means the date You and We agree on for Us to start providing the Services as specified in the Agreement;
- “We/Us/Our” means the Architect and includes all employees, agents and sub-contractors of the Architect;
- “You/Your” means a Consumer who is a customer of the Architect.
- 1.2 Each reference in these Terms and Conditions to “writing”, and any similar expression, includes electronic communications whether sent by e-mail, text message, fax or other means.
- 1.3 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
- 1.4 Each reference to “these Terms and Conditions” is a reference to these Terms and Conditions.
- 1.5 Each reference to a Schedule is a reference to a schedule to these Terms and Conditions.
- 1.6 The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.
- 1.7 Words signifying the singular number will include the plural and vice versa.
- 1.8 References to any gender will include the other gender.
- 1.9 References to persons, unless the context otherwise requires, include corporations.
- 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- Information about Us
- 2.1 We are a Limited Company.
- 2.2 We trade under the name Daniel Matthias Architecture Ltd.
- 2.3 We are registered in England under number 8968978.
- 2.4 Our registered office is at Millgate 58 The Hill, Sandbach, Cheshire, CW11 1HT.
- 2.5 Our main trading address is Millgate 58 The Hill, Sandbach, Cheshire, CW11 1HT.
- 2.6 Our VAT number is GB268 957 240.
- 2.7 The Architect is registered with the Architects Registration Board and subject to the Architects Code of Conduct and Practice.
- 2.8 We are a members of the Royal Institute of British Architects & the Chartered Institute of Architectural Technologists.
- Communication and Contact Details
- 3.1 If You wish to contact Us with questions or complaints, You may contact Us by telephone at 01270 346 033 or by email at contact@architecture-dma.co.uk.
- 3.2 In certain circumstances You must contact Us in writing (as stated in various Clauses throughout these Terms and Conditions). When contacting Us in writing You may use the following methods:
- 3.2.1 contact Us by email at contact@architecture-dma.co.uk; or
- 3.3 contact Us by post at Daniel Matthias Architecture Ltd, Millgte 58 The Hill, Sandbach, Cheshire, CW11 1HT.
- Services
- 4.1 We will provide the Services in accordance with the specification set out in the Agreement (as may be amended by agreement between You and Us from time to time).
- 4.2 The Architect will act in accordance with all reasonable instructions You give provided such instructions are compatible with the scope of the Services.
- 4.3 We will ensure that the Services are performed with reasonable care and skill and to a reasonable standard which is consistent with best practice in the architecture profession in the United Kingdom.
- 4.4 We do not warrant the performance, services, designs or products of other consultants or contractors involved in the project.
- 4.5 We will ensure that We comply with all relevant law, standards, rules, and codes of practice.
- 4.6 We may, in relation to certain specified matters, act on Your behalf. These matters may be set out in the Agreement or may be agreed between You and Us as they arise from time to time.
- 4.7 We will where possible accommodate any reasonable changes in the Programme which You request under sub-Clause 5.4, subject to Your acceptance of any related reasonable changes to the Fees which may be due as a result of such changes.
- 4.8 We will try to ensure that all designs and plans We prepare match the Brief.
- 4.9 When We are preparing the designs and plans We will, from time to time (or as agreed in writing between the You and Us), consult with You and try to accommodate Your preferences.
- 4.10 Once You have approved the final designs and plans, We will not make any changes to them without Your written approval unless the changes are necessary to comply with any laws, standards, codes of conduct or other rules. We will only make changes that are absolutely necessary for compliance and We will inform You as soon as is reasonably possible after We have made the changes.
- Your Obligations
- 5.1 If We advise You of any laws, standards, codes of conduct or other rules that apply to the Project, You must comply with them.
- 5.2 You must provide the Architect with all the information the Architect needs to provide the Services and to comply with these Terms and Conditions and the Agreement. This includes, but is not limited to, Your requirements concerning the Brief, budget and the Project timetable and any information the Architect may need in order to comply with the CDM Regulations.
- 5.3 Unless the Agreement states otherwise, You must make all applications for consents required for the Project including, but not limited to, those required under planning and building control legislation or relating to legal matters affecting the Property.
- 5.4 You may, from time to time, give reasonable instructions to the Architect in relation to the Architect’s provision of the Services. Any such instructions should be compatible with the scope of the Services as defined in the Agreement.
- 5.5 If We need You to make a decision or approve a proposal We have made, You must do so as soon as is reasonably possible.
- Appointment of Third Party Consultants and Contractors
- 6.1 Where necessary and appropriate, You may appoint third party consultants and contractors to perform other services for the Project. Our consent will not be required unless the services provided by such third parties are likely at any time to duplicate, overlap, or in any other manner interfere with the Services We are providing.
- 6.2 You must appoint suitably qualified and experienced contractors to undertake all construction works. We may recommend preferred contractors but You will not be bound by Our recommendations.
- 6.3 If You appoint any consultant or contractor to carry out work or provide services in connection with the Project You must ensure, through the contractual terms You agree with them, that:
- 6.3.1 the consultant or contractor is solely responsible for the delivery of the relevant work or services;
- 6.3.2 any contractor appointed to undertake construction works is solely responsible for site safety;
- 6.3.3 the consultant or contractor is required to cooperate fully with the Architect and to provide all the information the Architect needs to provide the Services and to comply with these Terms and Conditions and the Agreement.
- 6.4 The Architect may, from time to time, identify certain parts of the Project which require the services of a third party specialist. In such cases, the Architect will inform You of the need for such a specialist and You must appoint the specialist. We will not be a party to any such contracts.
- 6.5 You must keep Us fully informed of all third party consultants and contractors appointed to the Project.
- 6.6 You give Your consent to the Architect coordinating the activities and services of any third party consultants and contractors where this is necessary for the smooth running of the Project.
- Advertising and Marketing
- 7.1 We may erect suitable RIBA Site Signboards at the Property. Other promotional banners, boards, posters or similar will be permitted only with Your approval and express written consent.
- 7.2 We may take and use photographs of the Property (including, but not limited to, work relating to the Project) in Our promotional materials. The copyright in any such photographs belongs exclusively to Us, subject to any contractual terms which may exist to the contrary between Us and a third party such as a photographer.
- 7.3 Subject to the provisions of Clause 9 and the terms of any licence agreements entered into between You and Us, We may use any of the Architect’s Works in Our marketing and advertising materials.
- Fees, Payment and Records
- 8.1 All Fees You must pay to Us will be detailed in the Fee Proposal.
- 8.2 We will invoice You in accordance with the Payment Schedule.
- 8.3 The Fees are exclusive of VAT. If the rate of VAT changes We will adjust the amount of VAT that You must pay.
- 8.4 You must pay any invoice within 14 days of the date of the invoice.
- 8.5 We accept the following methods of payment:
- 8.5.1 Bank transfer;
- 8.5.2 Cheques
- 8.5.3 Cash
- 8.6 If You do not pay an invoice by the due date We may charge You interest on the overdue sum at the rate of 3% above the base rate of Lloyds Bank from time to time until payment in full is made. Interest will accrue on a daily basis from the due date until the actual date of payment, whether before or after judgment.
- 8.7 If You have promptly contacted Us to dispute an invoice in good faith We will not charge interest while such a dispute is ongoing.
- 8.8 We will:
- 8.8.1 keep, or arrange for another person to keep, such records and accounts as are necessary to enable the Fees to be accurately calculated;
- 8.8.2 allow You to inspect the records and accounts and, to the extent that they relate to the calculation of the Fees, to take copies of them[; and
- Intellectual Property Rights
- 9.1 We will own (and retain) all intellectual property rights (at all times throughout the world) in the Architect’s Works created in the course of performing the Services
- 9.2 We will assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
- 9.3 Once full payment has been received, We will grant You a royalty-free exclusive world-wide licence to use the Architect’s Works for the purposes of the Project and for any Specified Purposes and to allow any third party consultants and contractors appointed to the Project to do the same.
- 9.4 If You wish to use any of the Architect’s Works for any purposes outside of the scope of the Project or the Specified Purposes, You must obtain Our express written consent.
- 9.5 Where any payments due under the Agreement are overdue by a period exceeding 14 days, We will have the right, exercisable by written notice to You, to suspend any licences granted under this Clause 9 until all such payments are paid in full.
- 9.6 All Architect’s Works may be used by Us for any other purposes including, but not limited to, advertising and marketing, except where the Architect’s Works incorporate any intellectual property rights belonging to You. In such cases, We will either create a version of the affected work which does not incorporate Your intellectual property rights or We will enter into good faith negotiations with You in order to agree upon mutually acceptable terms for the use and/or licence of such intellectual property rights.
- Complaints and Feedback
- 10.1 We always welcome feedback from Our clients and, while We always use all reasonable endeavours to ensure that Your experience as a client of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.
- 10.2 All complaints are handled in accordance with Our complaints handling policy and procedure, which is available on request.
- 10.3 If You wish to complain about any aspect of Your dealings with Us, please contact Us in one of the following ways:
- 10.3.1 In writing, addressed to Daniel Matthias, Millgate 58 The Hill, Sandbach, Cheshire, CW11 1HT.;
- 10.3.2 By email, addressed to contact@architecture-dma.co.uk
- 10.3.3 By contacting Us by telephone on 01270 346033
- Cancellation of Contract During the Cooling Off Period
- 11.1 Where the Agreement is not made “on Our premises”, You have a statutory right to a “cooling off” period. This period begins once the contract between You and Us is formed and ends at the end of 14 calendar days after that date.
- 11.2 If You wish to cancel the Agreement within the cooling off period You should inform Us immediately by a clear statement (e.g. a letter sent by post, fax or email to the postal address, fax number or email address specified in these Terms and Conditions). You may use the Model Cancellation Form, but You do not have to.
- 11.3 To meet the cancellation deadline, it is sufficient for You to send Your communication concerning the exercise of the right to cancel before the cancellation period has expired.
- 11.4 If You exercise the right to cancel You will receive a full refund of any amount paid to the Us in respect of the contract.
- 11.5 We will refund money using the same method used to make the payment, unless You have expressly agreed otherwise. In any case, You will not incur any fees as a result of the refund.
- 11.6 We will process the refund due to You as a result of a cancellation without undue delay and, in any case, within the period of 14 days after the day on which We are informed of the cancellation.
- 11.7 If the Start Date falls within the cooling off period You must make an express request for provision of the Services to begin within the 14 calendar day cooling off period. This request forms a normal part of the ordering process. By making such a request You acknowledge and agree to the following:
- 11.7.1 If the Services have been fully performed within the 14 calendar day cooling off period, You will lose the right to cancel once the Services have been fully performed;
- 11.7.2 If You cancel the Agreement after provision of the Services has begun You will be required to pay for the Services supplied up until the point at which You inform Us of Your wish to cancel;
- 11.7.3 The amount due will be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services will be refunded subject to deductions calculated on this basis;
- 11.7.4 We will process any refund no later than 14 calendar days after You inform Us of Your wish to cancel.
- Termination
- 12.1 You may terminate the Agreement by giving Us 7 days written notice at any time.
- 12.2 You may terminate the Agreement with immediate effect by giving Us written notice if:
- 12.2.1 We have breached the Agreement in any material way and have failed to remedy that breach within 7 days of You asking Us in writing to do so;
- 12.2.2 We enter into liquidation or have an administrator or receiver appointed over Our assets;
- 12.2.3 We are unable to provide the Services due to an event outside of Our control (see Clause 14).
- 12.3 We may terminate the Agreement with immediate effect by giving You written notice if:
- 12.3.1 You fail to make a payment on time as required under Clause 8 (this does not affect Our right to charge interest on overdue sums under sub-Clause 8.7);
- 12.3.2 You have breached the Agreement in any material way and have failed to remedy that breach within 7 days of Us asking You in writing to do so; or
- 12.3.3 We have been unable to provide the Services for more than 4 weeks due to an event outside of Our control (see Clause 14).
- 12.4 For the purposes of this Clause 12 a breach of the Agreement will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
- 12.5 If at the termination date:
- 12.5.1 You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 calendar days of the termination notice;
- 12.5.2 We have provided Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with Clause 8.
- Effects of Termination
- 13.1 If the Agreement is terminated for any reason:
- 13.1.1 Any Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect.
- 13.1.2 Termination will not remove or reduce any right to damages or other remedy which either You or We may have in respect of any breach of the Agreement which exist at or before the date of termination.
- 13.1.3 Any licences granted under Clause 9 will terminate but You and We will enter into good faith negotiations for grant of a replacement licence to use the Architect’s Works.
- 13.1 If the Agreement is terminated for any reason:
- Events Outside of Our Control (Force Majeure)
- 14.1 We will not be liable for any failure or delay in performing Our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
- 14.2 If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
- 14.2.1 We will inform You as soon as is reasonably possible;
- 14.2.2 Our obligations under the Agreement will be suspended and any time limits that We are bound by will be extended accordingly;
- 14.2.3 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
- 14.2.4 You or We may terminate the Agreement (see Clause 12).
- Liability
- 15.1 We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by You and Us when the Agreement is entered into. We will not be responsible for any loss or damage that is not foreseeable.
- 15.2 We will maintain suitable and valid insurance including public liability insurance and professional indemnity insurance and will provide evidence of Our insurance cover on request.
- 15.3 We provide Services for domestic and private purposes only. We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind. We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
- 15.4 We are not liable for any loss or damage You suffer which results from Your failure to follow any reasonable instructions given by Us or the Architect.
- 15.5 Nothing in these Terms and Conditions is intended to or will limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.
- 15.6 Nothing in these Terms and Conditions is intended to or will limit Your legal rights as a Consumer under any consumer protection legislation. For more details of Your legal rights please refer to Your local Citizens Advice Bureau or Trading Standards Office.
- How We Use Your Personal Information (Data Protection)
- We will only use Your personal information as set out in our Privacy Policy which is available on request.
- Other Important Terms
- 17.1 We may from time to time change these Terms and Conditions without giving You notice, but We will use Our reasonable endeavours to inform You as soon as is reasonably possible of any such changes.
- 17.2 We may transfer (assign) Our obligations and rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs We will inform You in writing. Your rights under the Agreement will not be affected and Our obligations under the Agreement will be transferred to the third party who will remain bound by them.
- 17.3 You may not transfer (assign) Your obligations and rights under the Agreement without Our express written permission (such permission not to be unreasonably withheld).
- 17.4 The Agreement is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Agreement.
- 17.5 If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question will not be affected.
- 17.6 No failure or delay by Us or You in exercising any rights under the Agreement means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of the Agreement means that We or You will waive any subsequent breach of the same or any other provision.
- Law and Jurisdiction
- 18.1 These Terms and Conditions, the Agreement, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
- 18.2 As a consumer, You will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 18.1 above takes away or reduces Your rights as a consumer to rely on those provisions.
- 18.3 Any dispute, controversy, proceedings or claim between You and Us relating to the Agreement or these Terms and Conditions or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by Your residency.