Terms & Conditions
gyd architects Terms & Conditions of Business
1.0 Introduction
1.1 Our Letter of Appointment and these Conditions outline the terms under which we deliver our Services to you. They detail the manner in which we provide the Services, the associated fees, the procedures for terminating the Contract by either party, and other crucial information. We strongly recommend carefully reviewing the Letter of Appointment and these Conditions. If you have any questions or find anything unclear, please discuss them with the individual managing your project for clarification.
2.0 Who we are and how to contact us
2.1 We are gyd architects ltd, a company officially registered in England and Wales. Our company registration number is 14714462, and our registered office is located at King Arthurs Court, Maidstone Road, Charing, Ashford TN27 0JS.
2.2 How to Contact Us:
You can reach out to us by calling our team at 01233 612876 or by sending a written communication to design@gyda.co.uk Alternatively, you can mail us at gyd architects, Grace Yard, Eastern Avenue, Ashford, Kent, TN23 1LR.
2.3 If there is a need for us to get in touch with you, we will reach out via telephone or send written communication to the email address or postal address you have provided to us.
3.0 Interpretation.
3.1 Definitions
3.1.1 Client: the person(s), firm or company who purchases Services from gyd architects ltd.
3.1.2 Conditions: these terms and conditions as amended from time to time.
3.1.3 Consumer: an individual(s) acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.
3.1.4 Contract: the contract, comprising the Letter of Appointment and these Conditions, between gyd architects and the Client for the supply of the Services.
3.1.5 Fees: the fees payable by the Client for the provision of the Services in accordance with clause 9.
3.1.6 Intellectual Property Rights encompass copyrights and related rights, moral rights, rights in designs, the right to use and safeguard the confidentiality of confidential information, and all other intellectual property rights. This includes both registered and unregistered rights, covering applications, renewals, extensions, and the right to claim priority. These rights, along with their equivalents, exist or will exist globally.
4.0 Basis of contract
4.1 The Client is required to either return a signed acceptance of these conditions or furnish gyd architects with written authorisation to proceed. In the event that the Client does not return a signed copy of these conditions, and gyd architects proceeds to deliver the services, it will be considered that the Client has accepted both the Letter of Appointment and these conditions.
4.2 These conditions are applicable to the contract, and they prevail over any other terms that the Client may attempt to impose or include. Save for Consumers, these conditions take precedence over terms that are implied by law, trade custom, practice, or course of dealing.
5.0 Provision of Services and Responsibilities of gyd architects
5.1 gyd architects will:
5.1.1 deliver the services and fulfil its obligations under the contract with due care and skill, following the standard practices of the architecture profession.
5.1.2 Ensure the Client is regularly updated on the progress of service delivery and informed about any issues that could impact the project’s schedule, cost, or quality.
Client
5.1.3 Collaborate and cooperate with other contractors and consultants appointed by the Client for the Project, which includes the sharing of designs and pertinent information.
5.2 Adaptations to the services or approved design might be required to comply with applicable laws or regulatory requirements. However, gyd architects will promptly notify the Client in such instances.
5.3 gyd architects aim to carry out the Services by the dates and times either agreed with the Client or notified to the Client. But it cannot guarantee or provide a firm commitment that:
5.3.1 it will start performing the Services by a specified date or time; or
5.3.2 it will complete the performance of all the Services by any specified date or time; or
5.3.3 the performance of any individual part of the Services will be completed by a specified date or time.
6.0 The responsibilities of the Client
6.1 The Client shall:
6.1.1 verify and confirm that the terms outlined in the Letter of Appointment are comprehensive, accurate, and align with its project requirements.
6.1.2 Collaborate with gyd architects in all matters pertaining to the Services.
6.1.3 Supply gyd architects with the necessary information, access, and instructions as reasonably required for the provision of Services, ensuring the completeness and accuracy of such information in all material respects. The Client acknowledges that gyd architects are entitled to rely on the provided information.
6.1.4 Appoint and compensate other contractors and consultants necessary for the Project, mandating them to cooperate with and collaborate with gyd architects. The Client will directly instruct these contractors and consultants. gyd architects make no warranty regarding the competence, performance, work, services, products, or solvency of such contractors or consultants. The Client is responsible for holding these contractors and consultants accountable for the proper execution and completion of construction works, with gyd architects expressly excluded from this responsibility; and
6.1.5 If the Client is a company or another corporate entity, furnish gyd architects with contact details for a representative of the Client who possesses the authority to provide necessary information and instructions to gyd architects.
6.6 gyd architects will not be held liable for any delays in the provision of Services or the Project resulting from the Client’s failure to adhere to the obligations outlined in this clause above.
7.0 Construction (Design & Management) Regulations 2015
7.1 The Construction (Design & Management) Regulations 2015 (CDM Regulations) delineate essential health and safety responsibilities for construction projects, applicable to both business and consumer Clients. However, it’s noteworthy that the obligations imposed on business Clients are more demanding.
7.2 According to the CDM Regulations, the Client is obligated to establish appropriate arrangements for project management. This includes appointing a principal designer to coordinate the pre-construction phase of the project.
7.3 If not explicitly outlined in the Letter of Appointment, taking on the role of principal designer or any other role under the CDM Regulations is not automatically part of the services. The Client is responsible for ensuring compliance with all duties under the CDM Regulations. gyd architects can provide a fee estimate if the Client chooses to have gyd architects assume the role of principal designer for the Project.
8.0 Statutory approvals
8.1 gyd architects will not investigate the existence of restrictive covenants, easements, rights of way, or other legal encumbrances pertaining to the land or building associated with the Project, nor will they inquire about compliance with the Party Wall Act 1996. The Client is advised to conduct their own inquiries and ensure their satisfaction regarding these matters before instructing gyd architects.
8.2 The Client is responsible for directing the submission of applications for consent under planning legislation, building acts, regulations, and any other required legislation related to the Services and Project. Additionally, the Client is required to cover any statutory charges, fees, expenses, and disbursements associated with these applications.
8.3 The Client acknowledges that gyd architects cannot provide a guarantee regarding the approval of planning permissions and other consents from third parties, either in total or in alignment with any anticipated schedule. gyd architects retains the right to charge extra fees for modifying or redrawing any proposal if the Client wishes to make substantial amendments to the design or if another application for planning permission or other approval is required. After receiving decisions from the relevant authorities, adjustments to the budget and project timelines may be necessary.
8.4 If the Client desires to appeal a planning permission decision or any other decision, gyd architects will inform the Client of the additional charges associated with the appeal. This includes the preparation of the appeal, as well as the required supporting statements and documents.
9.0 Payment
9.1 Fees Calculation:
The fees for the services, including any additional services, will be determined according to this clause 9 and as specified in the Letter of Appointment.
9.1 Invoicing:
Unless otherwise stated in the Letter of Appointment or agreed in writing, gyd architects will invoice the Client on a monthly basis in arrears.
9.2 Hourly Rates:
When fees are based on hourly rates, they will be calculated based on the time spent on providing services and the status of the individual performing the work. gyd architect’s current hourly rates are outlined in the Letter of Appointment and available upon request throughout the contract.
9.3 Rate Reviews:
Hourly rates are subject to annual review in April. Any revised rates during the contract will be provided upon request, with notification of rate increases exceeding 10% annually.
9.4 Percentage of Building Costs:
If fees are based on a percentage of building costs, they will be calculated on the total building costs or the estimated costs if the actual costs are yet to be determined. No deductions will be made without gyd architects’ prior written agreement.
9.5 Other Charging Methods:
For fees charged by other methods (e.g., lump sums for specific project stages), details will be specified in the Letter of Appointment.
9.6 Estimates
9.6.1 If gyd architects provide an estimate, it is only an estimate and not a binding indication of how much gyd architects will charge. Estimates are normally valid for a period of 30 days from the date they are given.
9.6.2 If gyd architects provide an estimate it may need to charge the Client a higher amount. This can occur for a number of reasons, in particular where:
(a) what the Client requires gyd architects to do changes, or the amount of work or Services required increases or is different to what the parties agreed before gyd architects started performing the Services; or
(b) when gyd architects start performing the Services it becomes apparent that the amount of Services it will need to perform or the type of work that is involved is different to what was agreed before they started performing the Services and it could not reasonably foresee this before it started performing the Services.
9.6.3 Where the amount of work involved is greater than that stated in an estimate the following will happen:
(a) if the amount of extra time gyd architects need to spend to finish performing the Services will mean that the extra amount payable by the Client will not exceed 10% of the amount stated in the estimate, then gyd architects will carry on providing and completing the Services without contacting the Client and obtaining their agreement;
(b) otherwise, gyd architects will not continue performing the Services and will seek the Client’s approval to the extra amount that they will need to pay, unless:
(i) it is not possible to contact the Client within a reasonable time; or
(ii) it is not safe not to carry out and finish performing the Services.
9.4 Additional fees, unless agreed otherwise, will be calculated based on a time spent basis.
9.5 Expenses:
In addition to fees, gyd architects can charge the Client for reasonable expenses incurred in connection with the Services, as outlined in the Letter of Appointment.
9.6 VAT:
All fees and amounts payable by the Client under the contract are subject to VAT at the prevailing rate at the time of invoicing. Save where expressed otherwise, figures provided in estimates and the Letter of Appointment are exclusive of VAT and VAT is payable in addition.
9.7 Payment Terms:
The Client shall settle each invoice within 14 days of the invoice date.
9.8 Late Payment:
If the Client fails to make payment by the due date gyd architects may:
9.8.1 charge the Client interest (at Barclays Bank’s base interest rate plus 3%) on any outstanding amounts if those outstanding amounts remain unpaid for more than 28days from the date of the invoice or when gyd architects asked the Client first to pay them; and/or
9.8.2 if the amounts not paid represent more than 10% of the total value of the Services gyd architects are to perform for the Client, and there remain some Services which gyd architects have not yet performed, then gyd architects may suspend performing the remaining Services until the Client makes payment.
Client
10.0 Ownership of Intellectual Property Rights
10.1 gyd architects will possess all Intellectual Property Rights in the drawings, documents, and other work generated during the provision of services (including materials in electronic format). Furthermore, gyd architects asserts its moral rights to be acknowledged as the author of such work.
10.2 gyd architects provides the Client with a license to reproduce and utilise the drawings and documents solely for receiving and using the services, specifically in connection with the Project. However, these drawings and documents may not be employed for replicating the design in any portion of an extension of the Project or for any other project without the prior written consent of gyd architects and the payment of a license fee to gyd architects.
10.3 The Client is prohibited from sub-licensing, assigning, or transferring the rights granted in clause 14 without obtaining prior written consent from gyd architects. In the event that third parties use the drawings and documents for any purpose, whether with or without the consent of gyd architects, the responsibility for verifying the accuracy of all dimensions, details, and other information depicted rests with that third party. They must ensure satisfaction with the accuracy of the provided information.
10.4 If the Client defaults on the payment of Fees or any other amounts specified in the Contract, the license granted under clause 10.2 shall cease immediately and automatically. The resumption of the license is contingent upon gyd architects receiving the outstanding amounts.
10.5 The Client must not register any part of gyd architect’s design without obtaining the prior written consent of gyd architects.
11.0 Data protection
11.1 In the context of providing services, adhering to Client instructions, and meeting legal obligations, gyd architects reserves the right to process, transfer, or disclose personal information about the Client.
11.2 gyd architects commits to using the Client’s personal information in accordance with the terms outlined in gyd architects’ privacy policy. A copy of this privacy policy is accessible on gyd architect’s website, and a hard copy can be provided upon request.
12.0 Insurance and limitation of liability
12.1 gyd architects holds professional indemnity insurance cover to address its legal liability for individual claims, with the coverage extending up to £1 million per claim, as long as such insurance remains available on commercially reasonable terms. The limitations and exclusions specified in this clause are in line with the insurance coverage arranged by gyd architects. It is the responsibility of the Client to make their own arrangements for insurance coverage beyond this limit, addressing any excess loss.
12.2 The Client agrees that they will not bring any claim against any employee or director of gyd architects in respect of any loss or damage they or any person or company associated with them suffer or incur, directly or indirectly, in connection with the provision of the Services. Accordingly, any claim the Client wishes to make can only be made against gyd architects.
12.3 Nothing in the Contract limits any liability for:
12.3.1 death or personal injury caused by negligence;
12.3.2 fraud or fraudulent misrepresentation; and
12.3.3 any other liability which cannot legally be limited.
12.4 Subject to clause 12.3:
12.4.1 gyd architects shall not be liable for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.4.2 gyd architect’s total liability to the Client arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the aggregate amount of gyd architects’ Fees payable under the Contract.
12.6 The Client shall hold the contractor or contractors responsible for the proper carrying out and completion of the construction works and for health and safety provisions on site. It is expected that all contractors appointed will be competent in their profession.
12.7 gyd architects shall not be liable for any increased liability falling on it by reason of any limit which the Client may have agreed with any contractor or consultant or which may otherwise have fallen upon gyd architects by reason of the contributory negligence of any other person against whom the Client does not make recovery for any reason. This is relevant in circumstances in which gyd architects and other persons may be liable in respect of the same damage. In these circumstances, gyd architect’s liability shall be limited to such sums as it ought reasonably to pay having regard to its responsibility for the damage (within the meaning of section 2(1) of the Civil Liability Contribution Act 1978) and on the basis that such other parties are deemed to have paid the Client such sums as they ought reasonably to have paid:
12.7.1 having regard to that party’s responsibility for the damage; and
12.7.2 disregarding any limitation, the Client may have agreed with such party or that such party has ceased to exist.
12.8 This clause 12 shall survive termination of the Contract.
13.0 Client’s right to cancel (Consumer Clients only)
13.1 For Consumer Clients only entering into the Contract away from gyd architect’s offices, there exists a 14-day right to cancel the Contract after the date gyd architects confirm your order (‘the cooling off period’) under the Consumer Contracts (Information, Cancellation, and Additional Charges) Regulations 2013.
13.2 However, if the Client requests in writing to gyd architects that it begins the Services sooner than the expiration of the cooling off period and subsequently cancels the Contract within the cooling off period, the Client shall be liable to pay for any part of the Services performed by gyd architects up until the time that gyd architects are informed of the Client’s decision to cancel, such liability calculated in proportion to the part of the Service that has been supplied, in comparison with the full coverage of the Contract .
13.3 To cancel, individuals may submit a written notice via email or post to gyd architects.
14.0 Termination
14.1 The Client or gyd architects has the authority to terminate the Contract or suspend Service performance at any time by providing the other party with a seven days’ prior written notice, accompanied by the reasons for such action.
14.2 gyd architects retains the right to terminate the Contract with immediate effect by delivering written notice to the Client under the following circumstances;
14.2.1 The Client fails to pay any amount due under the Contract on the scheduled payment date.
14.2.2 The Client engages in a material or persistent breach of the Contract, and if remediable, does not rectify the breach within seven days of gyd architect’s written request.
14.2.3 In the case of an individual Client, if the Client is the subject of a bankruptcy petition.
14.2.4 In the case of a company or LLP Client, if the Client takes actions related to entering administration, provisional liquidation, any composition, or arrangement with creditors (excluding solvent restructuring), being wound up (voluntarily or by court order, unless for the purpose of a solvent restructuring), having a receiver appointed to its assets, or ceasing business. If such steps are taken in another jurisdiction, it applies to any analogous procedure in that jurisdiction.
14.3 gyd architects, without prejudicing other available rights or remedies, may suspend the supply of Services if:
14.3.1 The Client fails to make payment on the due date.
14.3.2 The Client engages in a material or persistent breach of the Contract.
14.3.3 gyd architects is prevented from or hindered in performing Services due to reasons beyond gyd architects’ reasonable control.
15.0 Consequences of Termination:
15.1 Upon termination of the Contract:
15.1.1 The Client is required to promptly settle all outstanding unpaid invoices, interest, and any additional costs incurred by gyd architects. For Services provided but not yet invoiced, gyd architects will submit an invoice, payable immediately upon receipt by the Client.
15.1.2 gyd architects will, upon demand, provide the Client with a copy of the drawings and documents generated during the Services, subject to the conditions specified in clause 10. This release is contingent upon payment of all outstanding fees, expenses, and other amounts owed to gyd architects.
15.2 Termination of the Contract does not negate any rights, remedies, obligations, or liabilities of the parties that have accrued up to the termination date. This includes the right to pursue damages for any breach of the Contract that occurred on or before the termination date.
15.3 Provisions in the Contract explicitly or implicitly designed to take effect during or after termination shall persist in full force and effect.
16.0 Complaints:
16.1 If issues arise regarding the provision of Services that the Client cannot resolve with their day-to-day contact at gyd architects, the Client is advised to submit a written complaint to Matthew Kettle, a director, at Grace Yard, Eastern Avenue, Ashford, Kent, TN23 1LR.
17.0 Photography and Publicity:
17.1 gyd architects reserve the right to showcase photographs and images associated with the Client’s project on gyd architect’s website, social media platforms, and in various marketing materials or publications. The Client is obligated to grant reasonable access to gyd architects for this purpose, extending for a period of two years following the practical completion of the Project.
18.0 General:
18.1 Force Majeure: Neither party shall be deemed in violation of the Contract or be held accountable for any delay or failure to fulfil obligations if such delay or failure results from events, circumstances, or causes beyond their reasonable control.
18.2 Assignment: Without obtaining the prior written consent of the other party, a consent that shall not be unreasonably withheld or delayed, neither gyd architects nor the Client is permitted to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise engage in any dealings with the rights and obligations under the Contract.
19.0 Confidentiality
19.1 Each party commits to keeping confidential any information related to the Project and the business, affairs, and commercial contacts of the other party. Disclosure of such confidential information is prohibited, except as allowed by the following clause.
19.2 Confidential information may be disclosed by either party under the following circumstances:
a) To its employees, officers, representatives, contractors, subcontractors, or advisers who need to be aware of such information for fulfilling obligations under the Contract.
b) To seek professional advice concerning the Contract or Services, or for the purpose of obtaining or maintaining insurance coverage.
c) As required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
19.3 Neither party is allowed to use the other party’s confidential information for any purpose other than fulfilling its obligations under the Contract.
19.4 If the Client is a business Client, the Contract constitutes the entire agreement between the Client and gyd architects, superseding and extinguishing all prior agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, pertaining to its subject matter. The Client acknowledges not relying on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether in writing or not) from any person, except as expressly set out in the Contract.
19.5 No variation of the Contract is effective unless it is in writing and signed by the parties (or their authorized representatives), except as provided in these Conditions.
19.6 A waiver of any right or remedy under the Contract or by law is effective only if given in writing and does not constitute a waiver of any subsequent right or remedy. Failure or delay in exercising any right or remedy shall not constitute a waiver and shall not prevent or restrict further exercise of that or any other right or remedy.
19.7 If any provision or part-provision of the Contract becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary, or deleted if modification is not possible, while the remaining provisions remain valid and enforceable.
19.8 The Contract does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated otherwise.
19.9 The Contract, and any dispute or claim arising from or in connection with it, shall be governed by and construed in accordance with the law of England and Wales.
19.10 Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from or in connection with the Contract or its subject matter.