Epure Design Limited
Terms and Conditions of Business

1. Interpretation

1.1 In these Terms and Conditions (“the Conditions”):

“Brief” means the brief for the Project agreed between the Client and Épure Design;

“Client” means the person, firm or organisation named in the quotation letter;

“Client’s Premises” the premises at which the Services are provided;

“Commencement Date” means the date on which the Client signs the Conditions as specified in the quotation letter;

“Completion” is deemed to have occurred when all the works set out in the quotation letter are complete and paid for in full;

“Confirmation Letter” means the letter sent by Épure Design to the Client confirming its appointment;

“Épure Design” means Épure Design Limited a company registered in England and Wales under number 07007692 whose registered office is at 130 Aztec, Aztec West, Bristol, BS32 4UB;

“Fees” shall mean the fees payable for the Project as specified in the quotation letter;

“Intellectual Property Rights” means any patents, design rights, trade marks, service marks (in each case whether registered or not), applications or rights to apply for any of the foregoing, database rights, know-how, trade or business names, rights in confidential information, goodwill and other similar rights existing in any part of the world;

“Project” means the project commissioned by the Client under these Conditions;

“Project Materials” means all designs, drawings, illustrations, plans, graphics, documents, photographs, or proposals or any other material or information provided to the Client by Épure Design as part of the Services;

“Scheme Design” means the scheme design for the Project as agreed between the Client and Épure Design;

“Services” means the services relating to architectural design provided by Épure Design to the Client under these Conditions.

1.2 The supply of the Services by Épure Design to the Client shall be subject to these Conditions. The Conditions include the attached Schedule, the Brief and the Scheme Design.

1.3 Subject to clause 1.4, a binding contract between Épure Design and the Client will be formed on these Conditions to the exclusion of all other terms and conditions.

1.4 No variation of these Conditions shall apply unless confirmed in writing by or on behalf of a Director of Épure Design.

1.5 These Conditions together with the Brief and the Scheme Design constitute the whole agreement between the parties and supersede any prior promises, representations, undertakings or implications whether written or oral.

2 The Project

2.1 Épure Design shall meet with the Client to discuss the Client’s requirements and agree the Brief. Once the Brief is agreed, Épure Design will prepare the Scheme Design, which will be approved and signed off by the Client.

2.2 It is the Client’s responsibility to check the Brief and Scheme Design submitted by Épure Design for approval thoroughly for errors before signing them. Épure Design shall not be liable for any errors not corrected by the Client in the Scheme Design or Brief, once they have been signed by the Client.

2.3 Once the Brief has been agreed, the Client shall be responsible for the costs of all work carried out by Épure Design on the Project thereafter.

3 Delivery of the Project

3.1 Épure Design makes reasonable endeavours to complete each stage of the Project by the agreed dates but time shall not be of the essence in relation to such obligations. If Épure Design is prevented or delayed from performing any of its obligations under these Conditions by reason of any act or omission of the Client then notwithstanding anything else in these Conditions the Client shall pay to Épure Design all reasonable costs, charges and losses sustained or incurred by Épure Design arising from such act or omission.

3.2 The Client may be required to appoint a structural engineer or other third parties to carry out additional works outside of the Services. Épure Design are happy to obtain quotations on the Client’s behalf but are not responsible for the quality of work or for any act or omission of the appointed third party.

3.3 In accordance with the Scheme Design, Épure Design can obtain quotations from local builders on behalf of the Client however our services do not include the vetting of the tenders.

4 Fees

4.1 The Fees shall be payable in accordance with the rates and, where applicable, the instalments specified in the quotation letter. All Fees are exclusive of VAT and any other applicable taxes.

4.2 The Client is responsible for the payment of all third party fees including those of the council and other statutory bodies unless otherwise agreed.

4.3 Fees are due within 10 working days of invoice. Time for payment of the Fees shall be of the essence.

4.4 Épure Design will not issue or release any Project Materials until payment is received in accordance with the quotation letter.

4.5 If the Client fails to pay any sum due under the Contract on the due date, Épure Design shall be entitled, without limiting any other rights it may have to (i) cease work on the Project and (ii) charge interest on any outstanding amount due at the rate of 4% above the base lending rate from time to time of the Bank of England plc accruing on a daily basis until payment is made whether before or after judgment.

4.6 No payment shall be deemed to have been received by Épure Design until Épure Design has received cleared funds.

4.7 All payments due to Épure Design under the Contract shall become due immediately on termination of the Contract for any reason.

4.8 The Client shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5 Client’s Obligations

5.1 The Client shall:

5.1.1 provide Épure Design with access to the Client’s Premises (including such information and documents as it may specify) on reasonable notice in order to provide the Services;

5.1.2 promptly provide Épure Design with such information and documents as it may reasonably request and be responsible for ensuring that such information is true, accurate, complete and not misleading in any respect;

5.1.3 pay all third party fees due within the agreed timescale to enable Épure Design to supply the Services;

5.2 Should the Client fail to perform any of its obligations under these Conditions then Épure Design will not be responsible for any delay, costs increase or other consequences arising from such failure and shall be entitled to increase the Fees where such failure necessitates additional work by Épure Design.

6 Approval and Amendments

6.1 If at any time the Client wishes to amend or correct the Brief or Scheme Design, the Client shall provide Épure Design with written details of the suggested amendments together with such further information as Épure Design may require in order to assess the proposed amendments.

6.2 Épure Design shall within 7 working days of receipt of all the information specified in Clause 6.1 submit to the Client a revised Scheme Design (including the Schedule and payment dates) and quotation for any variation in the Fees required in order to implement the amendments proposed by the Client.

6.3 If the Client wishes to accept the revised Scheme Design, then they shall do so within 5 days of the date of the revised Scheme Design.

6.4 Épure Design shall not be liable for any delay attributable to the amendment or proposed amendment of the Scheme Design under this clause 6 and shall be entitled to an extension of time for completion of the Project equal to the period of delay.

6.5 Due to the nature of listed building applications, Épure Design may be required by the council to provide additional levels of information, which are set out as conditions on the approval documents. The details allowed for on this Project are set out in the quotation letter ‘Proposed Works’. Should any further details be required, Épure Design may require the payment of additional fees which will be agreed with the Client in advance and confirmed in writing.

7 Cancellation

7.1 Following the Commencement Date, if the Client wishes to cancel the Project for any reason, the Client must provide Épure Design with written notice of its intention to cancel and, subject to clause 7.2, shall be responsible for full payment of all Services provided by Épure Design up to and including the date of cancellation.

7.2 If the Client is a consumer, the Client has the right to cancel the Project without charge within seven working days of the date that the Client receives the Confirmation Letter.  The Client does not, however, have a right to cancel if Épure Design starts work on the Project with its consent within that time.  The Client’s consent will be indicated by the receipt by Épure Design of any verbal or written instructions from the Client confirming that Épure Design may start work.

8 Intellectual Property Rights

8.1 The Intellectual Property Rights in the Project Materials shall be and shall remain vested in Épure Design or its suppliers (as applicable).

8.2 A copy of the final project drawings will be provided to the Client on Completion on receipt by Épure Design of full payment of the balance of the Fees. All drawings are produced in AutoCad format but will be provided as digital PDF format and paper hard copy.

9 Liability

9.1 Épure Design warrants to the Client that the Services will be provided using reasonable care and skill.

9.2 The Project is carried out by Épure Design for the sole benefit of the Client. Épure Design shall not be responsible to any third party to whom any reports, recommendations, drawings or any part of the Project may be shown or who acts upon their contents.

9.3 Notwithstanding anything else contained in these Conditions, Épure Design shall not be liable to the Client for any loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (howsoever caused) which arise out of or in connection with:

9.3.1 any instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non‑arrival, or any other fault of the Client including a breach of clause 6;

9.3.2 the success of any planning application submitted by Épure Design on behalf of the Client;

9.3.3 any services or materials supplied by a third party;

9.3.4 any changes made to the Scheme Design other than by Épure Design;

9.3.5 the implementation of the build including health and safety matters other than as set out in the Scheme Design;

9.3.6 the use by a third party contractor of materials other than those specified in the Scheme Design;

9.3.7 if Épure Design has not breached any legal duty owed by it to the Client;

9.3.8 if the loss or damage the Client suffers is not a reasonably foreseeable result of any breach by Épure Design of its duty to the Client.

9.4 Nothing in these Conditions shall exclude or limit the liability of either party to the other for death, personal injury or damage to property caused by either party’s negligence or fraudulent misrepresentation.

9.5 The Client agrees to indemnify and keep Épure Design indemnified from and against any breach by the Client of these Conditions including without limitations all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) however suffered or incurred by Épure Design in consequence of the Client’s breach or non-observance of these Conditions.

9.6 Épure Design shall maintain professional indemnity insurance in an amount of no less than £1,000,000.00. The aggregate liability to the Client under this Contract shall be limited to the level of insurance cover maintained by Épure Design.

10 Termination

10.1 If the Client:

10.1.1 commits any breach of any of these Conditions or any other provisions of the Contract and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice from Épure Design giving full particulars of the breach and containing a request for it to be remedied; or

10.1.2 has an encumbrancer take possession of or a receiver or administrator or administrative receiver appointed over any of the Client’s property or assets; or

10.1.3 makes a voluntary arrangement with the Client’s creditors or become subject to an administration order or bankruptcy order or is unable to pay its debts; or

10.1.4 enters into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations of the Client under these Conditions); or

10.1.5 ceases or threaten to cease to carry on business; then and in any such case Épure Design shall have the right (without prejudice to any of its other remedies) to terminate the Contract forthwith by written notice to the Client.

10.2 The termination of the Contract for whatever reason shall be without prejudice to the rights and obligations of the parties accrued up to and including the date of such termination.

11 Dispute Resolution

11.1 In the event of a dispute between the parties arising out of the Contract, each party shall nominate a representative who shall have 30 days to resolve the dispute. In the event that the dispute cannot be resolved, the parties shall jointly refer the dispute for determination by arbitration by an independent professional expert, the costs of the determination being paid as determined by such independent expert.

12 Force Majeure

12.1 Épure Design reserves the right to delay the Project or to cancel the Contract without liability to the Client if it is prevented from or delayed in the carrying on of its business due to circumstances outside its reasonable control including but, without limitation, strike, lock-out or other industrial action (whether or not relating to either party’s workforce), terrorist activity, civil commotion, government action, acts of God, war or national emergency or other circumstances beyond  Épure Design’s reasonable control provided that, if the event in question continues for a continuous period in excess of three months then either party shall be entitled to give notice in writing to terminate the Contract.

13 Miscellaneous

13.1 The headings to these Conditions are for convenience only and shall not affect their construction.

13.2 Where the context so admits reference in these Conditions to one gender shall include each other gender and words denoting the singular shall include the plural and vice-versa.

13.3 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

13.4 Épure Design is an independent contractor and nothing in these Conditions shall render it an employee or partner of the Client and Épure Design shall not hold itself out as such.

13.5 Failure or delay by Épure Design in enforcing or partially enforcing any provision of these Conditions shall not be construed as a waiver of any of its rights under these Conditions or the Contract. No waiver of any of these Conditions by either party shall be deemed to be a further or continuing waiver of any subsequent breach of that term or condition or any other term or condition.

13.6 The Client shall not be entitled to assign, sub-licence, novate or part with possession of any of its rights or liabilities hereunder without the prior written consent of Épure Design. Épure Design shall be free to sub-contract the performance of all or part of its obligations hereunder.

13.7 A person who is not party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.

13.8 These Conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England.  The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions.

14 Notices and Service

14.1 Any notice required under these Conditions or by statute, law or regulation shall (unless otherwise provided) be in writing and delivered in person, sent by facsimile or registered mail or sent by email or facsimile to the respective parties address as set out above or as each party may from time to time designate by notice hereunder. Any such notice shall be considered to have been given on the first working day of actual delivery or sending by facsimile or email or in any event within 2 working days after it was posted in the manner hereinbefore provided.