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Terms and Conditions

THIS DOCUMENT OUTLINES THE STANDARD TERMS AND CONDITIONS APPLICABLE TO PARTIES CONTRACTING DIRECTLY WITH CSM ARCHITECTS LLP.

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).

1. Interpretation

Applicable Data Protection Laws: The law of the UK or of a part of the UK which relates to the protection of personal data.

Applicable Laws: All applicable laws, statutes, regulations and codes from time to time in force.

Architect: CSM Architects LLP, whose registered office is at 1 Boyd Street, Newcastle Upon Tyne, Tyne & Wear, NE2 1AP with company number OC332972.

Appointment: The written agreement between the Architect and the Client incorporating these Terms, any schedules, SOW and the fee and scope proposals.

Business Day:  a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: The client identified in the Appointment for whose benefit the Services are provided, including any authorised representatives acting on its behalf.

Confidential Information: All information (however recorded or preserved) disclosed by either party to the other in connection with the Appointment or the Architect’s wider commercial practice, including business, financial, technical, architectural, design‑related or project‑specific information, drawings, models, specifications, reports, data, know‑how, trade secrets and any other information that is identified as confidential or would reasonably be regarded as confidential, whether disclosed orally, in writing or by any other means. Confidential Information includes copies, notes, extracts or analyses derived from such information, but excludes information that is publicly available (other than through a breach of this Agreement), already lawfully in the receiving party’s possession, or independently developed without reference to the disclosing party’s information

Fee: The charges payable by the Client for the Services, as set out in the Appointment.

Intellectual Property Rights / IPR: All patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in designs, database rights, rights to use and protect the confidentiality of information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions, and rights to claim priority, and all similar or equivalent rights or forms of protection in any part of the world.

Project: The project identified in the Appointment to which the Services relate.

Services: The architectural services to be provided by the Architect as described in the Appointment and as may be varied in accordance with these Terms.

Statement of Work / SOW: The document agreed between the parties that sets out the detailed description of the Services, deliverables, milestones, timescales, responsibilities, performance standards, and any other project‑specific requirements, as amended or updated in accordance with these Terms.

Terms: These Terms and Conditions.

Headings are for convenience only and do not affect interpretation. References to a statute include any modification or re-enactment. Words in the singular include the plural and vice versa. ‘Months’ shall be understood to mean calendar months and ‘days’ shall be understood to mean calendar days.

2. Appointment and scope of Services

  • 2.1. The Appointment shall become legally binding upon the Client’s written and express acknowledgment and acceptance of the SOW as communicated to the Architect.
  • 2.2. The Client appoints the Architect to perform the Services for the Project in accordance with the Appointment and these Terms. The Services may include but are not limited to feasibility studies; concept design; developed design; technical design; preparation of planning, listed building and other statutory applications; building regulations submissions; tender assistance; contract administration; site inspections; and post-completion services, in each case only to the extent expressly stated in the Appointment.
  • 2.3. Services excluded from the Appointment will not be provided unless agreed in writing and may include, but are not limited to: measured surveys; specialist or intrusive surveys; structural, civil, mechanical, electrical or other engineering services; cost consultancy; principal designer services; party wall matters; CDM coordination; neighbourly matters and rights of light; interior design and fit-out specification; landscape design; detailed specifications beyond those listed; obtaining third-party consents; and any services arising from changes in the law or Client requirements after the date of the Appointment.

3. Client obligations

  • 3.1. During the course of the Appointment, the Client shall, unless otherwise agreed in writing:
    • 3.1.1. Provide the Architect with timely instructions, decisions, information and approvals reasonably required for the performance of the Services, and shall ensure that such information is accurate and complete;
    • 3.1.2. Appoint and manage other professional consultants, contractors and specialists required for the Project;
    • 3.1.3. Procure access to the site as reasonably required;
    • 3.1.4. Be responsible for site security and health and safety arrangements, ensuring compliance with all Applicable Laws;
    • 3.1.5. Obtain all necessary consents and approvals for the Project;
    • 3.1.6. Pay all application fees and charges due to authorities or third parties; and
    • 3.1.7. Remain contactable by the Architect at all reasonable working times.

4. Architect obligations

  • 4.1. During the course of the Appointment, the Architect shall, unless otherwise agreed in writing:
  • 4.2. Perform the Services with reasonable care and skill in accordance with the generally accepted standards and practices of the architectural profession
  • 4.3. Comply with all Applicable Laws in the performance of the Services;
  • 4.4. Use reasonable endeavours to meet any performance dates specified in the Appointment, provided that time is not of the essence in respect of the Architect’s performance of any obligations under the Appointment;
  • 4.5. Comply with all Applicable Laws and any policies adopted by the Client and made known to the Architect advance of or during the Appointment, provided that the Architect shall not be liable under these Terms if, as a result of this compliance, it is in breach of any of its other obligations under the Appointment;
  • 4.6. Remain contactable by the Client at all reasonable working times; and
  • 4.7. Use reasonable endeavours to promptly raise invoices in accordance with clause 6 to the Client for Fees payable.

5. Variation and Project changes

  • 5.1. The Client may request changes to the Services. The Architect shall not be obliged to implement any change until the parties have agreed in writing any resulting adjustments to the Fee, Appointment, and any other terms to be updated either in the SOW or via email exchange.
  • 5.2. If the Architect is delayed or disrupted by a matter beyond its reasonable control, including late or incomplete Client information or approvals, changes to the Project, or actions or omissions of others engaged by the Client, the Architect shall be entitled to a reasonable extension of time and to payment of any additional costs reasonably incurred.

6. Fees and payment

  • 6.1. The Fee for the Services shall be set out in SoW and may be calculated on a lump sum, time charge, percentage, or other agreed basis. Unless stated otherwise, time charges are based on the Architect’s prevailing hourly or daily rates for the relevant personnel.
  • 6.2. Disbursements reasonably incurred in performing the Services, including but not limited to printing, plotting, travel at standard class, courier, statutory fees, and third-party charges, shall be set out in the SOW and reimbursed to the Architect in addition to the Fee. Any other disbursements reasonably incurred or anticipated after the Appointment shall be communicated to the Client by the Architect in a timely manner.
  • 6.3. Where the Fee is fixed and is based on a percentage of the construction cost, the percentage shall be applied to the latest approved estimate of construction cost or, if higher, the accepted tender or the final contract sum. Adjustments shall be made if the scope or quality of the Project changes.
  • 6.4. The Architect shall submit invoices monthly in arrears for Services performed and disbursements incurred. Invoices shall be submitted on the last working day of the relevant month, subject to the Architect’s discretion where reasonably required. All Fees and disbursements are exclusive of VAT, which shall be payable at the prevailing rate.
  • 6.5. The Client shall pay each invoice within 28 days of the invoice date.
  • 6.6. If the Client fails to make any payment when due, the Architect may charge interest on the overdue sum from the due date until payment at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and may exercise its reasonable discretion to suspend performance of all or part of the Services on giving at least 7 days’ written notice. The Architect shall have no liability for delay or loss arising from such suspension.

7. Intellectual Property Rights

  • 7.1. All IPR in and to any designs, drawings, models, specifications, documents, calculations, reports, digital models (including Building Information Modelling – ‘BIM’), and other materials created by or on behalf of the Architect in connection with the Services (the ‘Architect’s Materials’) shall remain vested in the Architect.
  • 7.2. Subject to full payment of the Fee and any other sums properly due, the Architect grants to the Client a non-exclusive, non-transferable, royalty-free licence to use the Architect’s Materials solely for the purposes of constructing, occupying, maintaining, repairing, altering and extending the Project at the site identified in the Appointment. The Client may sub-license this licence to the Client’s professional team, contractors and subcontractors solely for those purposes. The licence shall not permit use for any extension at a different site, for a further phase not included in the Appointment, or for a different project, save where the parties agree an additional licence fee.
  • 7.3. The Client shall not amend or modify the Architect’s Materials without the Architect’s prior written consent; such consent not to be unreasonably withheld or delayed. The Architect shall have no liability for any use of the Architect’s Materials for any purpose other than that for which they were prepared, or for any use after suspension or termination where sums due remain unpaid, or for any modification made by others without the Architect’s consent.
  • 7.4. The Architect shall assert and retain the right to be identified as the author of the copyright works to the extent permitted by law. The Architect may include images and descriptions of the Project in its marketing materials and portfolio once information is in the public domain, subject to protection of the Client’s Confidential Information and reasonable site rules.
  • 7.5. The Client shall not represent itself as connected or associated with the Architect or use any registered names, trading names, domain names, designs or logos, or other IPR associated with the Architect or which, in the reasonable opinion of the Architect, are capable of confusion with such names, designs or logos.

8. Confidentiality and Data Protection 

  • 8.1. Each party shall keep confidential any information of the other which is identified as confidential or which is by its nature confidential and shall not disclose it to any third party except to the extent necessary for the proper performance of the Services, with the consent of the other party, or as required by law or a competent authority. This obligation shall survive termination of the Agreement.
  • 8.2. To the extent that either party processes personal data under or in connection with the Agreement, each party shall comply with Applicable Data Protection laws in the United Kingdom. Where the Architect acts as a data processor for the Client, the Architect’s privacy notice that is available on its website from time to time shall apply

9. Professional Indemnity Insurance

  • 9.1. The Architect shall maintain professional indemnity insurance with a reputable insurer in the amount of not less than £10,000,000 for each and every claim (or in the aggregate, as applicable), including appropriate run‑off cover, for so long as such insurance is reasonably available at commercially reasonable rates, and shall on request provide evidence of cover. If such insurance ceases to be available on reasonable terms, the Architect shall promptly notify the Client, and the parties shall discuss the implications in good faith.
  • 9.2. The Architect shall, upon the Client’s request, provide a copy of the insurance policy within a reasonable timeframe.

10. Limitation of Liability

  • 10.1. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.
  • 10.2. Subject to the above, the Architect’s total aggregate liability to the Client arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to £10,000,000.
  • 10.3. Subject to the above, the Architect shall not have any liability to the Client for:
    • 10.3.1. Loss of profits including loss of anticipated savings;
    • 10.3.2. Loss of business or business opportunities;
    • 10.3.3. Loss of or damage to goodwill;
    • 10.3.4. Loss or corruption of data; and
    • 10.3.5. Any other indirect, special or consequential loss.

11. Collateral Warranties and Third-Party Rights

  • 11.1. If required by the Client and stated in the Appointment, the Architect shall enter into collateral warranties or provide third party rights in the Architect’s standard form (or a reasonably agreed form) in favour of a funder, purchaser or tenant identified by the Client, provided that the aggregate liability of the Architect to the Client and beneficiaries shall not exceed the cap stated in clause 10.2 and that the Architect’s reasonable legal and administrative costs are reimbursed by the Client.
  • 11.2. Nothing in the Agreement confers any rights on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, save to the extent expressly provided in any collateral warranty or third-party rights schedule.

12. Documents, models and BIM

  • 12.1. The Architect will issue documents in PDF or other commonly used formats. Native editable files will be provided only where expressly agreed, subject to an appropriate protocol and licence terms. Any BIM services shall be provided subject to a BIM execution plan or protocol agreed between the parties. In the event of any inconsistency between these Terms and an agreed BIM protocol, the BIM protocol shall take precedence in respect of BIM obligations.

13. Health and safety

  • 13.1. The Architect shall carry out Services in accordance with the Applicable Law concerning health and safety, including but not limited to the Construction (Design and Management) Regulations 2015 and the Building Safety Act 2022.
  • 13.2. If the Appointment states that the Architect will act as principal designer, the Architect will assume that role only for the scope and period expressly stated and subject to the Client providing necessary pre-construction information and appointing the principal contractor. If the Architect is not appointed as principal designer, the Client shall appoint a competent principal designer and principal contractor and notify the Health and Safety Executive where required.
  • 13.3. The Architect shall not be responsible for site safety, construction methods, temporary works, or the contractor’s means and methods of working.
  • 13.4. The Client shall provide the Architect with all relevant health and safety information relating to the Project in advance of the commencement date and shall ensure that other Project team members cooperate with the Architect in fulfilling their respective duties.

14. Suspension

  • 14.1. The Architect may suspend performance of the Services on giving at least 7 days’ written notice if the Client fails to pay any sum due, fails to give instructions or approvals necessary for the performance of the Services, or otherwise materially breaches the Agreement. The Architect shall be entitled to payment of Fees and disbursements properly due up to the date of suspension and of reasonable costs arising from the suspension. The Architect shall resume the Services within a reasonable time after the reason for suspension has been remedied and all sums due have been paid.

15. Termination

  • 15.1. Either party may terminate the Appointment with immediate effect if a material breach is committed by either party that is incapable of remedy, or which, if capable of remedy, is not remedied within 3 months after written notice specifying the breach and requiring it to be remedied. For the purposes of this clause, a ‘material breach’ is construed as being a breach of these Terms that is sufficiently serious to undermine the Architect’s ability to perform the Services or the Client’s ability to receive them, including but not limited to any deliberate breach, any failure to pay fees when due, or any breach that causes or is likely to cause significant delay, cost, or risk.
  • 15.2. Where a party alleges a Material Breach that is capable of remedy, that party shall first engage in the dispute‑resolution procedure set out in clause 16 before exercising any right to terminate under clause 15.1. No termination may take place while the dispute‑resolution procedure is ongoing, provided the other party is participating in good faith.
  • 15.3. Separate to clause 15.1, either party may terminate the Appointment with immediate effect in the following circumstances:
    • 15.3.1 The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    • 15.3.2 The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    • 15.3.3. The other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Appointment is in jeopardy.
  • 15.4. Either party may terminate the Agreement for convenience on 28 days’ written notice. In such case, the Client shall pay the Architect for Services performed up to the termination date, all disbursements incurred, and reasonable costs of demobilisation and handover.
  • 15.5. Where the Appointment is terminated in accordance with this clause, the Client shall pay the Architect for Services performed up to the termination date, all disbursements incurred, and reasonable costs of demobilisation and handover, to be assessed by the Architect.
  • 15.6. Upon termination of the Appointment, the Architect shall submit a final account and, subject to payment of all sums due, shall grant or maintain the licence in clause 7 for the Client to use the Architect’s Materials for the Project. The Architect may retain copies of documents for records and regulatory purposes.

16.Dispute resolution

  • 16.1. The parties shall endeavour to resolve any dispute or claim arising out of or in connection with the Appointment through good faith negotiations between senior representatives, utilising the Architect’s complaints procedure in the first instance. If not resolved within 21 days of written notice of the dispute, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (‘CEDR’) Model Mediation Procedure, unless the parties agree another mediation body. Unless otherwise agreed, the mediator shall be nominated by CEDR, and the mediation shall take place in a location agreed by the parties.
  • 16.2. Without prejudice to the foregoing, either party may refer a dispute to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended). The adjudicator shall be nominated by the Royal Institute of British Architects if the parties cannot agree. The decision of the adjudicator shall be binding until finally determined by litigation or agreement.
  • 16.3. Subject always to the statutory right of either party to refer a dispute to adjudication at any time, the Architect may commence court proceedings in respect of any dispute arising out of or in connection with this Appointment where the Architect reasonably considers that adjudication would be inappropriate or ineffective, including (without limitation) disputes concerning:
    • 16.3.1. Non‑payment of fees;
    • 16.3.2. IPR;
    • 16.3.3. Confidentiality or misuse of documents;
    • 16.3.4. Urgent injunctive or declaratory relief; or
    • 16.3.5. Matters requiring final determination by a court.
  • 16.4. Subject to clause 16.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement, and the Agreement shall be governed by and construed in accordance with the law of England and Wales.

17. Compliance and Anti-Bribery

Each party shall comply with Applicable Laws, regulations and codes, including but not limited to the Bribery Act 2010, the Modern Slavery Act 2015, and applicable sanctions and export control laws. The Client warrants that funds used for the Project are not the proceeds of unlawful conduct.

18. Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including acts of God, epidemic, pandemic, war, terrorism, civil commotion, strikes (other than of its own workforce), failure of utilities, or action by governmental authorities. The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the effects.

19. Notices

  • 19.1. Any notice given under the Appointment shall be in writing and, in the first instance, delivered by email to the notified email address, and shall be deemed received when received on the recipient’s server if sent during business hours, otherwise at 9.00 am on the next Business Day.
  • 19.2. Any notices that are, where appropriate, sent by pre-paid first-class post or a next working day delivery service to the relevant party’s address stated in the Appointment shall be deemed received at 9.00 am on the second Business Day after posting.
  • 19.3. Any notices that are, where appropriate, given by hand to the relevant party stated in the Appointment shall be deemed received at the time of delivery, or on the next Business Day if after business hours.

20. Entire Agreement and Priority

The Appointment and these Terms constitute the entire agreement between the parties and supersede any prior agreements or understandings relating to their subject matter. Each party acknowledges that it has not relied on any statement, promise or representation not set out in the Appointment or these Terms. In the event of any conflict, the order of precedence shall be: (1) any bespoke terms in the Appointment; (2) these Terms; and (3) any other documents incorporated by reference.

21. No Assignment

The Client shall not assign or transfer any of its rights or obligations under the Agreement without the Architect’s prior written consent, such consent not to be unreasonably withheld or delayed. The Architect may assign or novate its rights and obligations to a successor entity as part of a bona fide restructuring on giving written notice to the Client.

22. Restrictive Covenant

  • 22.1. In order to protect the legitimate business interests of the Architect, the Client agrees that during the term of the Appointment and for a period of 6 months following its termination, the Client shall not in any way directly or indirectly:
    • 22.1.1. Induce or attempt to induce any employee, director, agent, contractor or other service provider of the Architect to quit employment or retainer with the Architect;
    • 22.1.2. Solicit, entice, or hire away any employee, director or other key personnel of the Architect;
    • 22.1.3. Otherwise interfere with or disrupt the Architect’s relationships with its employees, directors, or key consultants, nor intentionally act in a manner designed to damage the Architect’s relationship with any current client in respect of the Services.

23. Severability and Waiver

If any provision of the Agreement is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible, the relevant provision shall be deemed deleted without affecting the remainder. A waiver of any right or remedy is effective only if given in writing and shall not be deemed a waiver of any subsequent breach.

24. Step-in and Novation

If required by a funder and agreed in the Appointment, the Architect shall enter into a standard form step-in deed permitting a funder to require the Architect to continue the Services, subject to payment of sums due and to the terms of the Agreement. If the Client intends to engage a design and build contractor, the Client may request that the Architect enter a novation in a reasonably acceptable form transferring the Appointment to the contractor, provided that all sums due are paid and the Architect’s rights and accrued liabilities are preserved.

25. Surveys and Site Conditions

Unless expressly included in the Services, the Architect shall not carry out surveys and shall rely on information provided by the Client and others. The Architect shall not be responsible for discovering hidden defects or site conditions. If unexpected site conditions arise, the Architect may recommend further investigations by specialists at the Client’s cost.

26. Statutory Compliance

The Architect will, in performing the Services, have due regard to applicable statutory requirements and published guidance current at the time of performance. The Architect does not warrant compliance by the contractor or others with statutory requirements. The Client acknowledges that changes in law or guidance after the date of the Appointment may require changes to the design or Services and may result in adjustments to the Fee and programme.

27. Survival

Clauses which by their nature are intended to survive termination, including clauses 7, 8, 9, 10, 11, 15, 16, 19, 20, 23 and 27, shall remain in full force and effect.

28. Execution

The Appointment may be executed in counterparts and by electronic signature. The Agreement takes effect on the earlier of the date stated in the Appointment or the date the Architect commences the Services at the Client’s request.

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