This Agreement is made between us, Drawing & Planning Services Limited and you, the Customer, and dated the date on the Order form attached. The terms and conditions (Conditions) herein are deemed incorporated upon signing the Order form and are binding on both parties. References to “Drawing and Planning” and “D&P” are references to Drawing & Planning Services Limited. References to “you”, “your” and “the Customer” are references to the Customer as set out in the Order form. Drawing and Planning shall provide the Services as described in the Order form and the Customer shall pay for the Services in accordance with the terms of these Conditions.

 

1. DEFINITIONS

 

The following definitions will apply in these Conditions: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Charges: the charges payable by the Customer for the supply of the Services in accordance with the Order form. Commencement Date: has the meaning set out in clause 2.2.

 

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.9. Contract: the contract between D&P and the Customer for the supply of Services in accordance with these Conditions. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

2. BASIS OF CONTRACT

 

2.1. The Order constitutes an offer by you to purchase Services in accordance with these Conditions.

 

2.2. The Order shall only be deemed to be accepted when both D&P and you sign the Order at which point and on which date the Contract shall come into existence (Commencement Date).

 

2.3. The Contract shall be valid for a period of 12 months from the Commencement Date unless the Contract is concluded or terminated at an earlier date.

 

2.4. The Services shall be supplied in relation to the premises as specified in the Order.

 

2.5. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of D&P which is not set out in the Contract.

 

2.6. Any samples, drawings, descriptive matter or advertising issued by D&P, and any descriptions or illustrations contained in D&P's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

 

2.7. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

2.8. Any quotation given by D&P shall not constitute an offer, and is only valid for a period of 60 Business Days from its date of issue. D&P may at its discretion increase the Charges at any time after this period.

 

3. SUPPLY OF SERVICES

 

3.1. D&P shall supply the Services to you in accordance with the Order. D&P shall inform you of the methods available for obtaining the cost of the proposed work and the timetable necessary for the proposed Services.

 

3.2. D&P shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

 

3.3. D&P shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and D&P shall notify you in any such event.

 

3.4. D&P warrants to you that the Services will be provided using reasonable care and skill.

 

3.5. Where it is considered that other consultants, specialist contractors or sub-contractors are required to undertake part of the design work, D&P shall advise you of the need and the Client shall appoint such consultants, specialist contractors or sub-contractors directly. Such appointment shall be up to a maximum of 5 hours’ work. D&P shall not be part of the contract between you and the other consultants, specialist contractors or sub-contractors.

 

3.6. The fees of such other consultants, specialist contractors or sub-contractors shall be separate from and additional to D&P’s Charges as set out in the Order and in accordance with these Conditions, and you shall be responsible for payment of these.

 

3.7. In the event that other consultants, specialist contractors or sub-contractors are required, D&P shall co-ordinate the design work and integrate it into the overall design in accordance with the Order.

 

3.8. Upon your request and on your specific appointment, D&P shall make such periodic inspections of the construction works as it considers necessary to satisfy itself that the building contractor complies with the requirements of the building contract documents.

 

3.9. D&P shall not be responsible for any non-compliance of any legal requirements by any of the other consultants, specialist contractors or sub-contractors if so appointed.

 

3.10. D&P shall not be responsible for the performance of the local planning authority or for the failure of a planning ...... application.

 

3.11. D&P will prepare all the documents required to make a planning application which will be clear and enable the local planning authority to make a clear decision.

 

3.12. Due to the nature of the services provided by D&P, D&P does not guarantee that the Services provided in accordance with the Order shall receive the necessary statutory approvals.

 

3.13. If D&P are instructed to adjust and resubmit an application following rejection by a local authority then D & P will charge an additional fee equal to 30% of the original fee.

 

4. CUSTOMER'S OBLIGATIONS

 

The Customer shall:

 

4.1. ensure that the terms of the Order are complete and accurate;

 

4.2. co-operate with D&P in all matters relating to the Services;

 

4.3. provide D&P, its employees, agents, consultants and subcontractors, with access to the Customer's premises as reasonably required by D&P;

 

4.4. provide D&P with such information and materials as D&P may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

 

4.5. prepare the Customer's premises for the supply of the Services;

 

4.6. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; keep and maintain all materials, equipment, documents and other property of D&P (D&P Materials) at the Customer's premises in safe custody at its own risk, maintain D&P’s Materials in good condition until returned to D&P, and not dispose of or use D&P’s Materials other than in accordance with D&P's written instructions or authorisation; and 4.7.

 

Will allow D&P to place an advertising sign visible from the road for a period of 90 days during building work.

 

4.8. If D&P's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by the Customer to perform any relevant obligation (Customer Default):

 

4.9. D&P shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays D&P's performance of any of its obligations;

 

4.10. the Customer shall reimburse D&P on written demand for any costs or losses sustained or incurred by D&P arising directly or indirectly from the Customer Default.

 

4.11. D&P may from time to time and without notice to the Customer, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Charges for the Services, and the Customer shall not unreasonably withhold or delay its consent.

 

4.12. The Customer shall permit D&P to erect any advertising on the Customer’s premises on for which the Services are supplied for the duration of construction and for 3 months following completion of the construction works.

 

4.13. D&P shall ensure that any advertisement shall not materially interfere with the Customer’s enjoyment of the property.

 

5. CHARGES AND PAYMENT

 

5.1. D&P’s fees are set out in the Order.

 

5.2 D&P shall invoice you on completion of draft drawings and calculations but prior to submitting an application to the local authority.

 

5.3. You shall pay each invoice submitted by D&P:

 

5.4. within 7 days of the date of the invoice; and

 

5.5. in full and in cleared funds to a bank account nominated in writing by D&P; and

 

5.6. time for payment shall be of the essence of the Contract.

 

5.7. D&P may charge a success fee upon receipt approval from the local authority. Such success fee shall be agreed in advance and set out in the Order. Payment shall be in accordance with this clause.

 

5.8. All amounts payable by you under the Contract are inclusive of value added tax chargeable (VAT).................................. Client Initial__________ 5.8. Without limiting any other right or remedy of D&P, if you fail to make any payment due to D&P under the Contract by the due date for payment (Due Date), D&P shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current HSBC base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement and compounding quarterly.

 

5.9. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counter-claim against D&P in order to justify withholding payment of any such amount in whole or in part. D&P may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by D&P to you.

 

6. AUTHORITY TO ACT AS AGENT

 

6.1. Upon acceptance of the offer for the supply of the Services, you irrevocably authorise D&P to act as your agent as necessary in the proper performance of the Services in accordance with the Order.

 

6.2. Upon termination or conclusion of the Contract such authority shall expire.

 

7. PROJECT MANAGEMENT

 

7.1. D&P may recommend that you retain the services of a professional project manager, quantity surveyor, consultant, specialist contractors or sub-contractors or suppliers where appropriate. D&P may, at your request recommend such a person, but such a person will be appointed directly by you and payment to such a person.

 

7.2. D&P shall not be responsible for the actions, omissions or conduct of any such person.

 

8. CONFIDENTIALITY

 

You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by D&P, its employees, agents or subcontractors, and any other confidential information concerning D&P’s business or its products or its services which you may obtain. You shall not use any such information for any purpose other than to perform your obligations under the Contract. This clause 8 shall remain in place until 5 years after the completion or termination of the Contract.

 

9. INTELLECTUAL PROPERTY RIGHTS

 

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by D&P including draft copies, whether published or not, and nothing in these Conditions shall be taken to grant any rights to you in respect of such Intellectual Property Rights.

 

9.2. D&P shall not be liable for the use of D&P’s Materials by others for any purpose for which they were not original prepared.

 

9.3. All Supplier Materials are the exclusive property of D&P.

 

10. CONFIDENTIALITY

 

This Contract and these Conditions are confidential and shall remain confidential at all times. You shall not disclose any information held in any form of media relating to this Contract without the prior written consent of D&P.

 

11. TERMINATION

 

11.1. Without limiting its other rights or remedies, D&P may terminate the Contract with immediate effect by giving written notice to you if you fails to pay any amount due under this Contract on the Due Date for payment or in the event of any other material breach of the Contract or failure to comply with its obligations under the Contract.

 

11.2. If you shall become bankrupt or commit an act of bankruptcy or make an assignment for the benefits of its creditors or shall go or be put into liquidation, or receivers shall be appointed of the whole or any part of your undertaking, or if there shall be a breach by you of any of the terms or conditions of this Contract, it shall be lawful for D&P by notice in writing to you to determine the contract forthwith, without prejudice to any right or action or remedy of D&P then subsisting. 12. Upon termination of the Contract for any reason:

 

12.1. You shall immediately pay all outstanding unpaid invoices and any accrued interest to D&P. In respect of any services provided for which an invoice has not yet been submitted, D&P shall submit an invoice, which shall be payable by you immediately on receipt.

 

12.2. You shall promptly return all materials and property belonging to D&P. If you fail to do so within a reasonable period, D&P reserves the right to seek a court order for their return or recovery of damages. Until such materials are returned, you will be solely responsible for their safekeeping and shall not use them for any purpose other than those directly related to the performance of this Contract.

 

12.3. Termination of the Contract shall not affect the accrued rights, remedies, obligations, or liabilities of the parties as they stood at the date of termination, including any right to claim damages for any breach that existed at or before the date of termination.

 

13. GENERAL

 

13.1. Force majeure:

 

13.1.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of D&P including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of D&P or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

 

13.1.2. D&P shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

 

13.1.3. If the Force Majeure Event prevents D&P from providing any of the Services for more than 16 weeks, D&P shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

 

13.2. Assignment and subcontracting:

 

13.2.1. D&P may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

 

13.2.2. You shall not, without the prior written consent of D&P, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

 

13.3. Notices:

 

13.3.1. Any notice to be given to D&P under these Conditions shall be deemed to be effectively served if sent by: (a) pre-paid post to the registered office address as stated on the order; or (b) email to the designated email address specified by D&P for the purpose of receiving notices, ...... provided that a read receipt or other confirmation of delivery is obtained.

 

13.3.2. This clause shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall include both postal communication and emails, and notices given under this Contract shall be validly served if sent by either pre-paid post or email.

 

13.4. Variation:

 

13.4.1. D&P may vary these Conditions from time to time. Any such variation shall take effect only after D&P has .... provided you with prior written notice of the changes. You accept that, once notice has been given, the varied Conditions shall form part of the Contract and shall supersede any previous Conditions.

 

13.5. Waiver:

 

13.5.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 13.5.2.

 

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

 

13.6. Severance:

 

13.6.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

 

13.6.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

 

13.7. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

 

13.8. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

 

13.9. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by D&P.

 

13.10. Governing law and jurisdiction: This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in .. connection with its subject matter, formation, or interpretation, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such disputes or claims.