Lapworth Architects’ Terms and Conditions of Engagement and Service
Revised January 2021
Thank you for instructing us to carry out this commission for you. For the sake of clarity, we have included the Terms and Conditions on our website as a point of reference.
The services that we will provide (“the Services”) are detailed below, as are the terms on which we will carry out this commission and which constitute the contract between you and us (“the Agreement”).
- Reasonable skill and care – We will use all reasonable skill and care in the performance of the Services.
- Information Provision– You will immediately provide us with all information that you have in your possession that is relevant to the Services and/or that we have requested from you. You will also provide us with all planning decisions, consents and approvals that we need to enable us to properly complete the Services, within a reasonable timeframe. You acknowledge that we do not warrant:
- that planning permission or any other approvals from third parties will be granted at all or, if granted, will be granted in accordance with any anticipated timescale;
- compliance with any programme and/or any target cost for building work which may need to be reviewed for: (a) variations requested or approved by you; (b) delays caused by any other person(s) or third party; (c) any other factors beyond our control; (d) the competence, performance, work, services, products or solvency of any third party or person(s) that has involvement on your project.
- Progress Updates – We will keep you informed as to the progress of the Services and inform you of any issue that could significantly affect either/or the scope, our performance and/or delivery of the Services, or the amount of our fees.
- Fee Estimates – If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case (i.e. in our Covering Letter). Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff engaged on your project, with VAT to be charged thereon.
- Fee Calculation – You will pay us our Fee, as set out in our covering letter. Any time charge fees will be calculated at a rate of £95 per hour plus VAT. We confirm that this hourly rate is reviewed annually on 1st July each year and it can, therefore, be subject to an increase. However, we will notify you of any such increases, as soon as reasonably practicable.
- Fixed Fee Proposals – Lapworth Architects may indicate a fixed fee proposal for the provision of specific services or an indicative range of fees for a particular instruction. The fixed fee proposal provided by us in any attachments to this Agreement, will relate solely to the Services that can be reasonably envisaged, as arising out of the assessment that we have undertaken on any discussions that we have had with you, together with the information that you have supplied and review that we have completed on the condition of any building and the land, in question. If the scope of the Services has to subsequently be increased or altered (e.g. by our providing ad hoc consultancy advice, a requirement for our attendance at additional meetings, time spent on substantial design changes requested by you, etc.) then the fee for this additional work shall be calculated on a time charge basis as set out Paragraph 4 above, and will be included on the subsequent invoice.
- Disbursements – We will also charge you for all disbursements (i.e. pocket expenses) that we reasonably incur in our delivery of the Services (e.g. printing, couriers, travel, subsistence, fees for reproducing material held by third parties and any advice taken regarding any reasonable variations or additions that are required to these standard terms to enable us to properly deliver all of our Services), as priced below:
- Third Party Costs – Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you, and may be subject to a 25% handling fee.
- VAT – VAT, where applicable, is payable in addition to the Fee and at the rate and in the manner prescribed by law.
- Invoicing – Lapworth Architects will invoice work in arrears and invoices will be submitted to you periodically throughout the duration of our delivery of the Services and are required to be paid by you within 14 days of the date of the invoice. If you have any query as to the invoice, you must raise it during the first seven days after the date of the invoice, failing which, you will be deemed to have accepted that payment is due.
- Settlement and Accrual of Interest – if any invoice is not settled within 14 days, interest will become payable in accordance with the Late Payment of Commercial Debts Regulations 2013. Costs plus interest at the rate of 8% above Bank of England Base Rate will be levied on any unpaid invoice. We intend to exercise these rights only if it is fair and reasonable to do so.
- Suspension and Resumption of Work – Should invoices remain unpaid after the expiry of the 14-day period, Lapworth Architects reserve the right to suspend all work on the project as a result of ‘breach of contract’ and commence recovery. If the reason for a notice of suspension arises from a default which is remedied, we shall resume performance of the Services and other obligations within a reasonable time period; or which is not remedied by the defaulting party, the Agreement will end by giving 7 days’ further written notice.
- Withholding of Payment – You shall NOT unreasonably withhold payment. However, if you do have any valid and reasonable grounds, then you shall give us written notice providing a detailed explanation as to why you are withholding payment or part payment, no later than 7 days before the expiry of the invoice’s payment date. If no such notice is given, then the amount due to us shall be the amount stipulated on the invoice. You shall not delay payment of any undisputed part of the account. You shall not withhold any amount due to us under this Agreement, unless you have our prior agreement to do so, or a competent third party (e.g. a Court or Tribunal), to which this matter has been referred, has adjudged that we are not entitled to that payment. All rights of set-off at common law or in equity which you would otherwise be entitled to exercise are expressively excluded.
- Lien – Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
- Use of Documentation – Work undertaken and all documentation and information produced, whether verbal, digital, drawn or in writing (“the Works”) shall be for the sole benefit of you, as our appointing client and no responsibility or liability is accepted for the use of the Works by any other person or organisation for any purpose whatsoever. We shall not be liable for any use made of the drawings and documents other than for the purpose for which they were prepared for you.
- Copyright – Where a report is produced copyright guidance will be provided for the use of any documents, images or reference material contained within that report. In general, other than where copyright is owned by others, we shall own the copyright in the drawings and documents produced by us in performing the Services and we assert generally our moral rights to be identified as the author of such work. Providing that all fees and/or other amounts properly due to us are paid, you shall have a licence to copy and use and allow other parties or persons providing services on your Project to copy and use the documents only for purposes related to construction of the Project or its subsequent use or sale. For the avoidance of any doubt, our works may not be used for reproduction of the design for any part of any extension of the Project or for any other project. Reports and other documents produced by us may contain material belonging to third parties under limited licence. Such parties shall be identified in the reports and documents accordingly to enable you to obtain necessary permissions for publication or indeed, for any other purpose that requires their consent. No part of any design by us may be registered by you without our written consent.
- Provision of Digital Information – Lapworth Architects operate a ‘paperless’ document storage system and reserve the right to rely on electronic copies of hard copy information received from all parties in the same way and to the same extent as if they were. All documents will be stored for a minimum period of 6 years, after which they will be shredded and all digitally held files will be deleted from Lapworth Architects servers. NOTE: AutoCAD .dwg or .dxf format files will not be issued to any party under any circumstances.
- Design Changes – Changes to design work requested by you within the remit of fixed-fee proposal are subject to a fair use policy as determined solely by Lapworth Architects. If the design consultant deems that the scale and/or number of changes requested by you is substantial enough to incur further costs, these changes will be charged at the hourly rate specified in Paragraph 4. Prior to executing these changes, the design consultant will send written confirmation of the changes to be made and the fee chargeable to you, which you will accept in writing. Only after the additional fees are accepted in writing by you will the design consultant effect these changes to the design. The agreed fee will be included on the subsequent invoice.
- Construction Monitoring – Unless agreed otherwise in writing with you, our appointment does not include the monitoring of construction work.
- Expiration of Liability – No action or proceedings arising from any breach of this Agreement shall be commenced after the expiry of six years from the date of the last Services performed under this Agreement or, if earlier, six years from practical completion of the construction of your Project or such earlier date as prescribed by law. In any such action or proceedings arising out of or in connection with this Agreement, our total liability to you for any and all loss or damage shall be limited to the sum of £1,000,000 (one million pounds) which is the amount prescribed in our professional indemnity insurance premium. None of our employees or any agent of ours shall be personally liable to you for any negligence, default or any other liability whatsoever arising from the performance of the Services.
- Professional Indemnity Insurance – We will maintain professional indemnity insurance in an amount and for the length of time sufficient to cover our liabilities under this Agreement subject to all of the exceptions, exclusions and limitations to the scope of cover that are commonly included in such insurance policies and subject to such insurance being readily available at commercially reasonable rates.
- Termination of Services – Written notice of termination of contract may be given in writing by either party with at least seven day’s written notice with a stated reason. Such reasons may include, but are not limited to, failure to pay any fees or other amounts due by the final date for payment, unless you have given effective notice under Paragraph 13 of the intention to withhold payment of any part of our account. Where services are suspended by you and not resumed within 3 months, we have the right to treat performance of the Services as being at an end on giving 7 days’ further written notice to you. In the event that termination of contract is by you other than for our breach, Lapworth Architects will be entitled to remuneration that will be calculated in accordance with the hourly rates contained in Section 5 plus 25% of total.
- Complaints Handling Policy
a. Policy – Lapworth Architects is committed to providing the highest levels of care to all our clients. If you are dissatisfied with our service then please let us know as soon as possible. This will help us continually improve our service to you.
b. Complaints Procedure – all complaints are taken seriously and should be made in writing with the document clearly marked ‘Complaint’ for the attention of the member of staff who has been dealing with you in order to allow them to explain what actions have been taken and to help resolve your concerns. In the event that the complaint is not resolved to your satisfaction, the complaint can be escalated to the Managing Director of Lapworth Architects, details of which will be provided upon request. You can find out complaints procedure here.
- Dispute resolution – In the event of any dispute or difference arising under this Agreement, the parties may attempt to settle the matter by negotiation or adjudication in accordance with the Scheme for Construction Contracts Regulations.
- Accrued rights – Termination of our appointment under this Agreement shall not prejudice or affect the accrued rights of either you or us.
- Enforcement rights – Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce a term of this Agreement under the Contracts (Rights of Third Parties Act 1999).
- Law and Jurisdiction – This Agreement will be governed and construed in all respect in accordance with the laws of England.
- Acceptance of Terms – Acceptance of the terms of this Agreement will occur either by you signing and returning to us the enclosed duplicate copy of these terms or by you instructing us in writing to proceed with the Services.