Architectural Service Agreement

THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is dated this ../../….

Client: (the “Client”)

Contractor: (the “Contractor”)

Services:

The Client has instructed the Contractor to:

1. Produce agreed “architectural design plans” or agreed works suitable for planning submission in line with current local and national planning policies (NPPF):
2. Once the design has been approved, submit the proposed scheme through the ‘Planning Portal’.
3. The cost of works within this agreement allow for planning fees, these are outlined later in this document.

Additional Services:

1. When instructed by the client, following on from the submission of the “architectural design plans” the Contractor shall provide, at an additional cost:
a. A vertical topographic survey of the site
b. 3D visualisation
c. A full set of scaled construction & fabrication drawings.
d. Structural calculations & build detailing.
e. To include those in construction plans ready for “Building Control” submission and appraisal.
f. Submission to ‘Building Control’ for technical approval
g. A JCT Minor Works Framework Contract for the selected Main Contractor

Such plans and supplied documentation must include all information required by Chiltern District Council to approve or request changes to the construction methodology.

This contract does not allow for the provision of Building Control Fees or site visits.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party”; and collectively the “Parties” to this Agreement) agree as follows:

Services Provided:

Upon request by The Client, The Contractor hereby agrees to provide the Client with the following services (the “Services”):

• Management of 3rd party 3D topographical survey subject to planning request at an additional cost, fees excluded from this agreement (Cost of the survey to be covered by client)

• Scaled drawings of existing property and proposed extension (free of copyright) including plan views, front, rear, left and right-hand elevations, or such plans/elevations requested by the Planning Officer or other 3rd Party engaged by the client as part of the decision-making process.

The Services will also include any other tasks which the Parties may agree on, subject to additional fees. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

The term of this Agreement (the “term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 10 days written notice to the other Party. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. The estimation of the “term of this agreement is 30 calendar days.

Conflict

The Contractor promotes the ‘Plain English Campaign’ (PEC) and requests feedback promptly and honestly regarding design and creativity. Should the client perceive the presented designs as not meeting the objective, the Contractor reserves the right for 3rd party arbitration prior to any contract termination by the client.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

Payment

The Contractor will charge the Client for the Services at the rate of £110.00 per hour (“Payment”) A deposit of £650.00 (the “Deposit”) is payable by the Client upon execution of this Agreement. The deposit invoice submitted by the Contractor to the Client is due within 30 days of receipt, or as detailed in the below schedule. The deposit of £650.00 may be delayed in payment upon the request of the Contractor should work have not commenced, or as part of an extension to this agreement.

1. The deposit amount must be paid within 30 calendar days of receipt.
2. For all remaining sums, the Client will be invoiced when design services are completed and payment of such fees should be made within 7 calendar days, without exception.
3. All fees must be cleared prior to Planning Submission.
4. Invoices are due upon submission, without delay.
5. Structural calculation fees must be paid to the approved/contracted party within 7 calendar days of receipt.

In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

The above Payment Schedule excludes VAT Tax at the prevailing rate.

The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

Reimbursement of Expenses

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. All expenses must be pre-approved by the Client.

Interest on Late Payments

Interest payable on any overdue amounts under this Agreement is charged at a rate of 5.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

Confidentiality

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information (that information that is not available through public disclosure) which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Promotion

Upon completion of services the Contractor may utilise produced plans and designs as part of their business promotion activities. This material excludes Confidential Information obtained from the client, including client names and property addresses. The Contractor may also request feedback and reviews in line with their business promotion objectives. The client is under no obligation to provide any such positive or negative feedback to the services provided.

Ownership of Intellectual Property

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be shared between the Contractor and the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

Return of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent Contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

Right of Substitution

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage third-party specialist sub-Contractors to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services, unless agreed by the Contractor.

In the event that the Contractor hires a sub-Contractor

The Contractor will pay the sub-Contractor for its services and the Compensation will remain payable by the Client to the Contractor. For the purposes of the indemnification clause of this Agreement, the sub-Contractor is an agent of the Contractor.

Autonomy

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Equipment

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

No Exclusivity

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

Client Address (the “Client”)

Contractor Address (Contractor)

Or to such other address as either Party may from time to time notify the other.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.

This indemnification will survive the termination of this Agreement.

Estimated design fees and expenses for works or part thereof:

CPC made allowances for travel, expenses, minor changes and subsequent revisions within the costs estimated above. Unused design or drafting hours will be credited to Submission Fees upon completion. Additional design time will be charged at £75.00 per hour. Timesheets are available to clients on a weekly basis.

The design fees exclude VAT Tax at the prevailing rate.

Architectural Design Fees

Architectural Services Rate Units Subtotal

County Council Planning Fees

Once ‘Planning Permission’ has been sought, there may be a requirement for minor amendments to the scheme. Amendments will be charged at studio rates of £75.00 per hour.

Building Control Submission Fees

Other Fees

We have allowed for general liaison services through the planning phase. Additional fees will apply if amendments or alterations to the initial scheme are agreed by all parties and works relating to amendments or alterations are charged at £75.00 per hour. Following on from the decision additional fees will be required to cover construction drawings, detailing and Structural Calculations through HEC Civil and Structural Engineeers whose fees are dependent upon the final design and can only really be estimated once the planning has been submitted. 3D design, landscaping and highways consultancy fees including interior and exterior modelling can be agreed/negotiated with the client and may be offset by utilising unused 2D design hours.

The planning submission fee includes an ecology report, design and access statements. The above fees exclude VAT Tax at the prevailing rate.

Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. The estimated timeline for creative development is between 4-8 weeks.

Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns Titles/Headings.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of England.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this “Agreement”.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 03/04/2024.

The Client               ROHE Associates / CPC

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Date:

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