Terms & Conditions
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Funlab Ltd a company registered in England and Wales under number 12669443 whose registered office is at 17 Foundry Barton, Frome, Somerset, BA11 3HX (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services
(whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply
to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. Any minor changes to the agreed design that maintains the same principle, such as moving of internal partition walls; resizing, adding or subtracting fenestration details eg windows; doors balconies; adding or subtracting annotation notes; some movement of external walls within reason that do not alter the overall form of the building. Amendments are changes that are not so significant that they constitute a Re-design.
11. Funlab Ltd reserve the right to charge for Re-design. Changes that are so significant that they may require the Project to be started all over again or they cause a sizeable chain reaction of other Amendments. A Re-design may also be a change in concept and/or principle. It may also mean other
significant changes such as the adding of new floors or dwellings etc. These are examples of possible Re-designs and are not meant to be an exhaustive list.
12. Measured Surveys. In order to draw the existing elements and propose the new development, Funlab Ltd will conduct an Architectural site survey
to collect essential site information. We will make visual inspections. Information collected will include; positions and dimensions of possible
existing structures, locations of visible utility services, photographs etc. There will
be times when it is not possible to obtain easy access to all structures and utilities, in which case it may be necessary for the Client to obtain a more
detailed survey from a Surveyor. The information/data will be collected using instruments belonging to Funlab Ltd. Instruments include; measuring tapes, lasers, cameras etc. We will need access to all areas of the property including building interiors. All recorded data is, and remains, the property of Funlab Ltd. Funlab Ltd are not employed to carry out manual tasks. Tasks excluded from the survey are items such as; lifting up drain hatches, disconnecting service mains supplies, participating in manual construction where specialist traders would normally be appointed, entry into manholes, entry into depressions submerged in fluids, entry into areas with danger
warning signs, entry into areas with dangerous animals. This is not an exhaustive list but indicative of the sorts of things which are excluded. This is because each site has its own specific and particular character and potential challenges.
Your obligations
13. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information,
materials, properties and any other matters which we need to provide the Services.
14. Funlab do not offer Principal Designer services as laid out in CDM 2015 it is the clients responsibility to understand the requirements set out in CDM 2015 to appoint a Principal Designer in writing if required. The client must also ensure that the Main Contractor understands their responsibility under CDM 2015.
15. If you do not comply with clause 10, we can terminate the Services.
16. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your
obligations).
17. You shall provide us in adequate time with your instructions, any information and any materials required to enable us to perform the Services
in a timely and efficient manner.
18. You shall appoint any other consultants and appoint a contractor to carry
out the building works necessary to allow us to complete the Services in a timely and efficient manner.
19. You shall pay any charges for fees, permissions, consents and licences necessary for the Project direct to the payee and procure any and all of
the same in such a manner as to allow use to proceed with the deliver the Services punctually and efficiently. If agreed as part of the Services and
stated in the Letter, We shall apply for the necessary permissions, consents and licences necessary for the Project and You shall pay us for any expenses
and disbursements incurred in addition to our Fee.
20. If We advise you that information is confidential, You shall not disclose the confidential information to any third parties unless it is necessary to obtain
professional, including legal and insurance, advice about the Project unless You are required to do so by law.
21. You acknowledge that planning permission, or any other consents, licences or permissions may not be given at all, or in any given time and may be granted conditionally.
22. You acknowledge that We cannot be held liable for the performance of any
contractor or other consultant other than any subconsultants to us.
23. Cost estimates – other than the indicative costs based on a meter squared rate, the Architect is not contracted to provide cost estimating services. The
Client shall employ a contractor or construction cost estimating consultant to provide cost estimating services. The Architect and its consultants do not
warranty, guarantee or certify the construction cost for the project or any part of the project.
Fees
24. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
25. In addition to the Fees, we can recover from you a) reasonable incidental
expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the Services, and
c) the cost of any materials required for the provision of the Services.
26. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 23 also apply to these additional services.
27. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and Amendment
28. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
29. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
30. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any
required changes and additional costs will be included in the Fees and invoiced to you.
31. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment
32. We will invoice you for payment of the Fees either:
a) when we have completed the Services; or
b) on the invoice dates set out in the quotation.
33. You must pay the Fees due as per the terms of our invoice or otherwise in accordance with any credit terms agreed between us.
34. Time for payment shall be of the essence of the Contract.
35. Without limiting any other right or remedy we have for statutory interest, if
you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
36. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counter claim against the other in order to justify withholding payment of any such amount in whole or in part.
37. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
Sub-Contracting and Assignment
40. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
41. You must not, without our prior written consent, assign, transfer, charge,
subcontract or deal in any other manner with all or any of your rights or
obligations under these Terms and Conditions.
42. Termination
We can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the
relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by
you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of
an administration order in respect of you, or any proceedings are commenced
relating to your insolvency or possible insolvency.
Intellectual property
43. We shall own all the intellectual property rights, including copyright, in any
documents, electronic or otherwise, that we produce in connection with the Services. Provided any part of the Fee is not outstanding, You shall have a royalty free licence to produce and use our intellectual property for any purpose connected with the Project, which shall include a right to grant sublicenses to others for the purpose of constructing the Project. You may use our intellectual property to extend the Project, but not to reproduce any aspect of our design for this purpose. We shall have no liability arising out the use of our intellectual properly other than for the purpose for which it was first prepared including the extension of the Project.
44. You shall ensure that We have a royalty free licence to use the intellectual property of any others that we might require to complete the Services and You shall indemnify us against any claims from third parties that may arise in the event that You are in breach of the terms of this clause.
Liability and Indemnity
45. Our liability under these Terms and Conditions, and in breach of statutory
duty, and in tort or misrepresentation or otherwise, shall be limited as set
out in this section.
46. The total amount of our liability is limited to the total amount of Fees
payable by you under the Contract.
47. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation
for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
48. You must indemnify us against all damages, costs, claims and expenses
suffered by us arising from any loss or damage to any equipment (including
that belonging to third parties) caused by you or your agents or employees.
49. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent
misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
50. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
51. The parties agree that where such processing of personal data takes place,
the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
52. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’,
‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the
GDPR.
53. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
54. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
55. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
56. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: hi@funlabdesign.co.uk
Circumstances Beyond a Party’s Control
57. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
58. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
59. Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.
60. All notices under these Terms and Conditions must be addressed to the
most recent address, email address or fax number notified to the other
party.
No waiver
61. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
62. If one or more of these Terms and Conditions is found to be unlawful, invalid
or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
63. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Termination
64. We may terminate our employment under this Appointment at will upon
our giving You seven days’ written notice to this effect. In the event that
We terminate our employment other than because You are in breach of the
terms of this Appointment, You shall pay us for any part of the Services We
have done and We shall have no liability to You other than that which may
arise from the completed elements of the Services.
65. If You consider us to be in material breach of the terms of this Appointment
You may serve us with a notice stating that this is the case and instructions to remedy the breach within 28 days of our receipt of you notice. Should We fail to remedy the breach within the 28 day period, You may terminate our employment forthwith. In the event that You terminate our employment for a material breach of the terms of our Appointment You will pay us only for the proportion of the Services We have done as at the date of termination.
66. If We terminate because you are in breach of contract by utilising clause 64,
or otherwise, You shall pay us for that proportion of the Services we have done as at the date of termination, together with our loss of profit on the balance of the Services not done as at the date of termination.
Disputes
67. In the event of any dispute or disagreement arising, the client and Funlab Ltd would hope to resolve their differences by negotiation or mediation.
Alternatively, complaints or disputes can be referred to the Architects Registration Board (ARB) or the Royal Institute of British Architects (RIBA). Respective codes of conduct for Architects can be found on their websites at www.arb.co.uk and www.architecture.com respectively.