These terms & conditions (Terms) apply when you engage us, Christopher David Design Limited (Company Number 12776580) (Christopher David Design) to perform services for you (the Client).
Part A – General (ALL Services)
- These Terms will apply to all of the Client’s dealings with Christopher David Design, including being incorporated in all quotes, fee agreements, handbooks or orders under which Christopher David Design is to provide goods/services to the Client (each a “Letter of Appointment” for the purposes of these Terms).
- The Letter of Appointment will expire 90 days after issuance.
- The Client will be taken to have accepted and be bound by these Terms if the Client accepts a Letter of Appointment, or if the Client orders, accepts or pays for any goods or services provided by Christopher David Design after receiving or becoming aware of this agreement or these Terms.
- These Terms commence & will continue for the period specified in the Letter of Appointment, unless cancelled earlier in accordance with clause 16.
- In consideration for the payment of the fees set out in the Letter of Appointment (Fees), Christopher David Design will provide the Client with services set out in a Letter of Appointment (Services), including any deliverables involved in such services (Deliverables).
- The Letter of Appointment will set out the process for the completion of the Services, including deadlines, flowchart and number of revisions the Client may be entitled to.
- The Client acknowledges that Services are limited to design and that Christopher David Design does not make any guarantees as to the performance, durability, fitness for purpose or other features as to the use of any product, including materials, fittings, fixtures, equipment and furnishings (Product) that may form part of the Deliverables.
The Client must:
- Advise Christopher David Design of their requirements and provide Christopher David Design with all instructions, documentation, consents, approvals, information and assistance reasonably required by Christopher David Design to perform the Services in a timely manner, and warrants the accuracy of any documentation and information provided to Christopher David Design;
- Provide sign-offs in a timely manner, as requested from time to time by Christopher David Design;
- Appoint, engage directly and attend to payment of third party consultants or contractors as required;
- Ensure any such third party consultants or contractors are suitably qualified to perform the relevant services and ensure they carry out and complete the services;
- Ensure they attend any scheduled consultation at the agreed start time (or otherwise provide 48 hours’ notice of cancellation) and ensure the premises is clean, accessible, safe, and otherwise ready during such consultation;
- Ensure it does not interfere directly or indirectly with the performance of the Services, including providing to instructions to contractors in contrary to a prior agreement; and
- Provide Christopher David Design with access to the relevant premises to the extent reasonably required by Christopher David Design to perform the Services.
- Christopher David Design will not be liable for any loss or damage suffered as a result of the Client’s failure to or delay in satisfying any of its obligations under this clause 2.2.
Surveys and Selg-Guided Surveys
If Christopher David Designs directs the Client to complete any self-guided surveys, the Client is responsible for ensuring all information provided is accurate. Christopher David Design will not be liable for any loss or damage suffered as a result of incorrect or discrepancies in levels or any other measurements performed.
Part B – Terms That Apply To Architecture Services Only
- Where the Services include Architecture Services, this clause 3 applies.
- Any target, budget cost, timeframes or deadlines provided by Christopher David Design are an estimate only and are subject to change, including as a result of delays caused by circumstances beyond Christopher David Design’s control, such as planning permissions, building regulating approval, listed building and conservation consent, or services or products to be performed/provided by third parties.
- If the parties agree on a target cost (Target Cost), the Target Cost & relevant calculation basis will be set out in the Letter of Appointment (if Christopher David Design is engaged to provide the Target Cost), or as otherwise advised by the relevant quantity surveyor or building contract sum.
- Christopher David Design endeavours to ensure that the Services comply with the relevant local authority’s requirements and notify the Client where difficulties may arise, however there are occasions where the Client’s requirements do not align with a particular planning or design policy. In these instances, subsequent amendments or submission of a new application may be required. Christopher David Design reserves the right to charge additional fees in these instances in accordance with clause 9.
- Christopher David Design does not guarantee that planning, listed building, conservation area consent/approval or any other relevant approvals will be obtained on any particular project.
- The required supporting documents to be submitted for each application is subject to the specific requirements of the relevant local and national authority and the officer determining each application. For this reason, the specific supporting documents may vary from application to application and Christopher David Design cannot guarantee that all supporting documents or information requirements will be known at the time of application submission. As such, further documents may be required from the Client.
- Christopher David Design will liaise with third parties as required to obtain supporting documentation, however is not liable for the time it takes or any delays associated with liaising and obtaining such information. The relevant planning authority will not register a planning application until all supporting documentation is received.
- If an appeal to a planning or listed building consent decision is required, Christopher David Design will advise the Client of the relevant requirements, additional fees and time to prepare the relevant supporting documents and statements necessary to submit such appeal. This may include Christopher David Design recommending the appointment of an external planning consultant to deal with planning policy-specific uses.
- For the purposes of these terms, “Building Works” means any renovation, construction (including extension or new build), or any other modification to the Client’s property.
- If Project Management is included in the Services, the Client acknowledges and agrees that once the Deliverables are finalised, Christopher David Design will introduce the Client to third-party contractors (Third Party Contractor) to generate quotes for the renovation works (Tendering Process). The Client may elect to proceed with the Third Party Contractor quote, or select a different Third Party Contractor.
- The Client acknowledges and agrees that:
- Unless otherwise agreed between the parties, Christopher David Design is not responsible for engaging or making payment of any fees to any third-party contractors engaged for Building Works, including as part of the Tendering Process;
- These Services are limited to co-ordinating and providing guidance to Third Party Contractors on implementing the Deliverables and Christopher David Design is not responsible for undertaking or completing any of the Building Works;
- Christopher David Design will not be liable for any changes made to the Deliverables by any Third Party Contractors while undertaking Building Works;
- Christopher David Design is not responsible for entering into agreements with any Third Party Contractors or payment of Third Party Contractors’ invoices. This is the Client’s responsibility;
- Any damage caused to the Property in connection with the Building Works is the responsibility of the applicable Third Party Contractor. For the avoidance of doubt, any liability of Christopher David Design is limited to the Services; and
- By accepting a recommendation or authorising a part of any recommendation made by Christopher David Design, the Client:
- Confirms that it has satisfied itself as to the suitability of any Deliverables or Building Works and that such is appropriate and compliant with relevant laws; and
- Accepts any risks (whether they be obvious or not) in following a recommendation.
Building Regulations and Other Statutory Approvals
- If set out in the Letter of Appointment, the Services will include Christopher David Design organising the relevant approvals, permission or other compliance documentation from council or other regulatory authorities that the Client may require (Planning Permission).
- If the Planning Permission is not approved or amendments are requested, Christopher David Design will review and revise the Deliverables and re-submit for Planning Permission with the relevant council or regulatory authorities at no extra charge.
- Christopher David Design does not guarantee that the Planning Permission will be obtained on any particular project and is not liable for any loss or damage suffered as a result of the Client not obtaining a Planning Permission. Planning Permissions are subject to the discretion of the relevant officer and can be outside the control of Christopher David Design. Policy and regulation changes may affect the final outcome of a project.
- When altering a building (including refurbishments and extensions), there can be many factors that arise during the course of the Services that may require changes to the Services, including cost, specification, manufacturers’ requirements, site conditions, unforeseen weather events, building condition or construction uncovered during the works, and interpretation of the relevant regulations. The Client acknowledges and agrees that additional costs may arise as a result of such changes.
- Christopher David Design will not submit the relevant application until the fees for the then-current stage of the project have been paid in full by the client.
- Christopher David Design will not release the relevant building regulation plan check approval, construction issue drawings, reports, schedules, specifications or documents until the fees for the relevant item is paid in full.
Part C – Terms That Apply To Interior Design Services Only
Interior Design Services
- Where the Services include Interior Design, this clause 4 applies.
- The Client acknowledges and agrees that:unless otherwise agreed, Christopher David Design will require the Client to make payment of any Product in full before the Product is purchased by Christopher David Design on behalf of the Client;
- It is the Client’s responsibility to accept delivery of the Products & Christopher David Design will not be liable for any failure of delivery or damage during transit;
- Products must at all times be used in accordance with the manufacturer’s instructions; and
- Products will have only the benefit of any warranty given, return policy and insurance held by the manufacturer.
- While recommendations are made with all care and diligence, by accepting a recommendation or authorising a part of any recommendation of Christopher David Design, the Client:
- Confirms that the Client has satisfied themselves as to the suitability of any Product to be installed or provided; and
- Accepts any risks (whether they be obvious or not) in following a recommendation by Christopher David Design.
- The Client acknowledges that despite Christopher David Design’s reasonable precautions, Product details may be communicated to the Client with incorrect price, or with incorrect availability and/or other information, due to typographical errors or errors by the Product suppliers. In such circumstances, Christopher David Design reserves the right to substitute the Products with a comparative product.
- Christopher David Design endeavours to ensure that the descriptions and specifications in relation to the Products it supplies are accurate. However, photographs, drawings, weights, dimensions and any other particulars are based on information provided by third parties and Christopher David Design does not guarantee that such information is accurate or free from errors or omissions.
Part D – Terms That Apply To Landscape/Garden Design Services Only
Landscape/Garden Design Services
- The Client must inform Christopher David Design of any springs, flooding, rock, mine workings, covered wells or other cavities, running sand, service pipes and cables, sewage or land drains, foundations and sub-structures of former buildings or other hazards or obstructions prior to commencing the Services.
Part E – Terms That Apply To All Services
- (Fees) The Client must pay the Fees in the amounts, at the times and via the payment method set out in the Letter of Appointment or as otherwise agreed in writing. Unless otherwise agreed, Christopher David Design may, in its discretion not commence work on any Services until the Client has paid the Fees payable in respect of such Services, and withhold delivery of Services until the Client has paid an invoice in respect of such Services.
- (Time for payment) If Christopher David Design issues an invoice to the Client, payment must be made by the time(s) specified in such invoice, which is generally (unless otherwise agreed in writing):
- 50% upfront (Deposit); and
- the remaining 50% once the Deliverables are provided to the Client or Planning Permission is obtained.
- (Deposit) If the Letter of Appointment sets out a Deposit, payment of the Deposit is required before the Services commence. To the extent permitted by law, the Deposit is non-refundable.
- (VAT) Unless otherwise indicated, amounts stated in a Letter of Appointment do not include VAT. In relation to any VAT payable for a taxable supply by Christopher David Design, the Client must pay the VAT subject to Christopher David Design providing a tax invoice.
- (Late payment) If the Client does not pay the amounts due and payable under an invoice on or before its due date, without limiting any of Christopher David Design’s other rights under this agreement, the Client must pay Christopher David Design interest at the rate of 8% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by of Christopher David Design, plus any other amount of Christopher David Design is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
- Any pricing indications given for third party expenses or Products are indicative only and subject to change.
Expenses & Disbursements
- The Letter of Appointment covers the Services set out in the Letter of Appointment only.
- Unless otherwise agreed in writing, the Client will bear any disbursements & third party costs incurred by Christopher David Design in the course of providing the Services and/or Products, including:
- Third party consultants & specialists (including structural engineers, M&E consultants, quantity surveyors and planning consultants) and any reports prepared by such consultants & specialists;
- Local authority/approved inspection fees for each project;
- Travel costs (for travel over a 20-mile radius of Christopher David Design’s office), including time and mileage charges;
- Local authority charges; and
- Other documentation including OS maps, historic mapping, sewer mapping, promotional material, brochures, visual presentation images, mounted presentations and models;
- If hard paper copies of documents be required, Christopher David Design will charge such costs to the Client. The cost of printing will be set out in the Letter of Appointment or as otherwise notified by Christopher David Design in writing.
- Christopher David Design reserves the right to charge a 5% handling fee in addition to the above fees.
- Christopher David Design will advise the Client of the relevant Fees at the appropriate stage of the project.
- It is the Client’s responsibility to engage the relevant third party consultants & specialists directly.
Estimated Deadlines and Timing
- As part of the Letter of Appointment or in the course of Christopher David Design performing the Services, the parties may agree on a schedule for providing certain Services, including estimated dates of completion, deadlines or schedules (Deadlines) which may be stated in the Letter of Appointment or elsewhere.
- Christopher David Design will use its best efforts to meet these Deadlines, however the Client agrees that any Deadlines the parties agree to are estimates only.
- Christopher David Design reserves the right to revise Deadlines in the event that the delay is caused by the Client’s failure to provide timely feedback or other information requested by Christopher David Design in order to perform the Services. Christopher David Design will not be liable for any loss, cost expense, damage or any other amount that the Client may incur or suffer arising from any failure to meet a Deadline.
- If Christopher David Design is required to perform work additional to the Services (Changes), Christopher David Design will charge the additional hourly rate as set out in the Letter of Appointment, in accordance with clause 9(b) or as otherwise communicated to the Client (Additional Rate).
- The Additional Rate will vary depending on the experience of the particular staff member performing the additional work. The Additional Rates are as follows:
- Architectural Assistant: £65;
- Architect: £70; and
- Director: £130.
- The Client may request reasonable Changes however Christopher David Design is not obliged to carry out the Changes.
- Based on the Changes requested by the Client, Christopher David Design reserves the right to charge the Additional Rate set out in the Letter of Appointment or as otherwise communicated to, or agreed with, the Client by Christopher David Design.
- Unless otherwise agreed in writing, Christopher David Design may at its discretion extend or modify any Deadlines for the Services as may be reasonably required by such Changes.
Third Party Terms
- Any Services or Products that require Christopher David Design to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including cancellation policies.
- The Client agrees to any Third Party Terms applicable to any goods and services supplied by a third party that the Client or Christopher David Design acquires as part of the Services and Christopher David Design will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
Unless otherwise agreed in writing:
- The Client must request permission from Christopher David Design before publishing or displaying any deliverables provided to the Client as part of the Services (for example, on social media). All such publications or displays must bear an acknowledgement and/or a copyright notice including Christopher David Design’s name in the form, size and location, if directed by Christopher David Design;
- Christopher David Design retains the right to describe the Services and reproduce, publish and display any deliverables in Christopher David Design’s portfolios, websites and across all social media for the purposes of recognition or professional advancement, and to be credited with authorship of the Services in connection with such uses; and
- The Client hereby warrants that during and/or at the end of the term of this agreement, it will allow Christopher David Design to take photographs or video content of the relevant premises and any deliverables under this agreement for the purpose of clause 11(b). Please note Christopher David Design will only be taking photographs of the premises itself, i.e. Christopher David Design will not take any photos of the Client personally, or any other persons in the Client’s home.
- The parties acknowledge that Christopher David Design is an independent contractor and not the Client’s employee. Unless specified otherwise in this agreement, Christopher David Design is not the Client’s agent and has no authority to bind the Client or act on the Client’s behalf at any time.
- Where the Services require Christopher David Design to engage or direct a trade contractor or purchase goods on the Client’s behalf, the Client acknowledges that in doing so Christopher David Design is at all times acting solely as the Client’s agent.
- The Client grants to Christopher David Design a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content as reasonably required to perform the Services.
- All Developed IP will be solely and exclusively owned by Christopher David Design.
Christopher David Design IP
- Christopher David Design grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Christopher David Design IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or the Deliverables.
- Unless otherwise agreed in writing by Christopher David Design or in this clause 13.3 the Client will not acquire IP Rights in any Christopher David Design IP under this Agreement or as part of receiving the Services.
For the purposes of this clause 13:
“Client Content” means any Material supplied by the Client to Christopher David Design under or in connection with this agreement, including any IP Rights attaching to that Material.
“Developed IP” means the Deliverables and any other Material produced by Christopher David Design in the course of providing the Services, either alone or in conjunction with the Client or others, and any IP Rights attaching to that Material or the Deliverables.
“IP Rights” means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the start date set out in a Letter of Appointment, whether registered or unregistered.
“Christopher David Design IP” means all Material owned or licensed by Christopher David Design that is not Developed IP and any IP Rights attaching to that Material.
“Material” means tangible and intangible information, documents, reports, drawings, designs, photographs, concepts, data and other materials in any media whatsoever.
To the extent Christopher David Design processes personal data as part of the Services, Christopher David Design undertakes to do so in compliance with the General Data Protection Regulation (GDPR) and to keep such personal data in a secure technological environment.
Except as contemplated by this agreement or a Letter of Appointment, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
This clause does not apply to:
- Information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
- Information required to be disclosed by any law; or
- Information disclosed by Christopher David Design to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.
“Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or a Letter of Appointment that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
- Either party may cancel this contract with 14 days’ written notice without giving any reason.
- By signing this agreement, the Client acknowledges that they have requested that:
- Christopher David Design will start providing the Services during the 14-day cancellation period; and
- the Client will lose their right to cancel this agreement once the Services are fully performed (ie the work is completed).
- By requesting that Christopher David Design start providing the Services during the cancellation period, the Client loses their right to a refund of any Deposit paid even if the cancellation period has not expired. To the extent permitted by law, any Deposit paid by the Client is non-refundable, as the Deposit is a genuine estimate of the loss suffered by Christopher David Design as a result of the Client’s cancellation.
- This does not affect the rights which the Client has where the Services are faulty.
- Subject to clause 16(b), if the Client cancels the Services, the Client must pay Christopher David Design for the Services Christopher David Design have provided up to the time the Client provided Christopher David Design with a cancellation notice, which will be an amount in proportion to the Services performed up to that point in comparison with the full Fees under the Letter of Appointment.
- To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
- To the maximum extent permitted by the applicable law, neither Christopher David Design, nor any of Christopher David Design’s employees, contractors, directors, officers or agents (Personnel) will be liable to the Client for:
- Any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, losses not caused by our breach, losses to non-consumers, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the Client, even if Christopher David Design or any of its Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
- Any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement
- To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
- Without prejudice to the limitation of liability provisions above, in the event that the Client incurs any loss, damage or expense arising out of this agreement, the Client agrees that Christopher David Design’s maximum liability to the Client shall be limited to either (a) the total amounts paid by the Client to us for the provisions of the Services listed in the Letter of Appointment under which the liability arose, or (b) where the liability does not relate to the Services listed in the Letter of Appointment, the sum of £500.
The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.
If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party.
The parties acknowledge and agree that compliance with this clause Error! Reference source not found. is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except (a) in the case of applications for urgent interlocutory relief; or (b) a breach by another party of this clause Error! Reference source not found..
- Christopher David Design will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of an event beyond its reasonable control, including as a result of a delay by a third party (Force Majeure).
- If an event of Force Majeure occurs, Christopher David Design must use reasonable endeavours to notify the Client of:
- Reasonable details of the Force Majeure; and
- So far as is known, the probable extent to which Christopher David Design will be unable to perform or be delayed in performing its obligations under this agreement.
- Subject to compliance with clause 19(b), the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure.
- The affected party must use its best endeavours to overcome or remove the Force Majeure as quickly as possible.
- (Governing law) This agreement 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- (Waiver) No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
- (Third party rights) This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
- (Assignment) A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.
(Entire Agreement) These Terms embody the entire agreement between the parties and supersede any prior negotiation, or agreement, express or implied, in relation to the subject matter of the Terms.