Terms of Service

Bashkal Development Consultancy Limited

Interpretation
In these Terms and Conditions, the following definitions apply:

  1. "Client" means the person(s), firm, company or other legal entity identified as the client in the Fee Proposal.

  2. "Consultant" means Bashkal Development Consultancy Limited (company registration number 15136279), trading as “Bashkal”, with a registered office address at 20-22 Wenlock Road, London, N1 7GU, United Kingdom.

  3. "Contract" means the contract between the Consultant and the Client for the provision of the Services, comprising these Terms and Conditions, the Fee Proposal and any other documents expressly incorporated by reference.

  4. "Deliverables" means the deliverables described in the Fee Proposal, which may include, but are not limited to, drawings, specifications, reports, application submissions, and other documents.

  5. "Fees" means the fees payable by the Client to the Consultant for the Services as set out in the Fee Proposal.

  6. "Fee Proposal" means the document provided by the Consultant to the Client, outlining the proposed Services, the associated Fees, and the payment terms. The Fee Proposal constitutes an invitation to treat and not an offer capable of acceptance. The Fee Proposal is valid for 90 days from the date of issue but may be extended or revoked by the Consultant at any time.

  7. "Force Majeure Event" means an event, circumstance or cause beyond a party's reasonable control.

  8. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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.

  9. "Liability" means liability in or for breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

  10. "Project" means the specific architectural or development project for which the Client engages the Consultant's Services.

  11. "Services" means the architectural design, planning application, building regulations application, and/or other services to be provided by the Consultant to the Client as specified in the Fee Proposal.

  1. Basis of Contract

    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.   

    2. The Client acknowledges that it has not relied on any statement, promise, assurance, warranty or representation made or given by or on behalf of the Consultant which is not set out in the Contract.

    3. Nothing in these Terms and Conditions shall exclude or limit the Consultant's liability for fraud or fraudulent misrepresentation.

  2. Services

    1. The Consultant shall provide the Services to the Client with reasonable skill and care in accordance with the terms of the Contract.

    2. The Consultant 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 the Consultant shall notify the Client in any such event.

  3. Client's Responsibilities
    The Client shall:

    1. Information and Instructions:

      1. Provide the Consultant with all necessary information, instructions, and materials required to perform the Services in a timely and accurate manner. This includes, but is not limited to, site surveys, topographical surveys, geotechnical reports, utility reports, tree surveys, ecological surveys, and any relevant planning history.

      2. Ensure the accuracy and completeness of all information provided to the Consultant. The Consultant shall not be liable for any errors or omissions arising from inaccurate or incomplete information provided by the Client.

      3. Promptly respond to the Consultant's requests for further information, clarification, or instructions.

    2. Permissions and Approvals:

      1. Obtain and maintain all necessary permissions, approvals, consents, and licenses required for the Project, including but not limited to planning permission, building regulations approval, listed building consent, conservation area consent, and any other statutory consents or approvals.

    3. Decision-Making:

      1. Make timely decisions regarding design options, materials, finishes, and other aspects of the Project and promptly communicate those decisions to the Consultant.

    4. Access and Facilities:

      1. Provide the Consultant with safe and unimpeded access to the site at all reasonable times for the purpose of carrying out the Services.

      2. Provide necessary utilities and facilities for the Consultant to carry out their Services on site, including but not limited to electricity, water, and sanitary facilities.

    5. Third-Party Consultants and Contractors:

      1. Be responsible for the appointment, management, and payment of any other consultants or contractors required for the Project, including but not limited to structural engineers, services engineers, quantity surveyors, and building contractors.

    6. Payment:

      1. Comply with the payment terms as outlined in the Fee Proposal and pay all invoices within the timeframes specified.

    7. If the Consultant's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, employees, subcontractors or other third parties, the Consultant shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

  4. Fees and Payment

    1. The Client shall pay the Fees to the Consultant in accordance with the terms of the Fee Proposal.

    2. The Consultant may invoice the Client for the Fees as specified in the Fee Proposal.

    3. All invoices are payable by the Client within 7 days of the date of the invoice.

    4. Without prejudice to any other right or remedy available to the Consultant, if the Client fails to pay any invoice by the due date for payment, the Consultant may:

      1. Charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment;

      2. Suspend the provision of the Services until payment has been received in full; and/or

      3. Terminate the Contract forthwith by written notice to the Client.

    5. The Client shall indemnify the Consultant against all reasonable costs and expenses incurred by the Consultant in recovering any overdue payments from the Client, including but not limited to legal fees and debt collection agency fees.

    6. All amounts payable by the Client under the Contract are exclusive of any applicable value added tax, which the Client shall additionally be liable to pay to the Consultant.

  5. Intellectual Property Rights

    1. All Intellectual Property Rights in the Deliverables and any other materials produced by the Consultant in connection with the Services shall remain the absolute property of the Consultant.

    2. Subject to the Client fulfilling its obligations under the Contract, the Consultant grants the Client a non-exclusive, non-transferable license to use the Deliverables and other materials produced by the Consultant solely for the purpose of constructing and using the Project as specified in the Fee Proposal.

    3. 6.3 The Client shall not:

      1. Copy, reproduce, modify, adapt, or alter the Consultant's Deliverables or other materials without the prior written consent of the Consultant;

      2. Use the Consultant's Deliverables or other materials for any purpose other than the Project; or

      3. Disclose the Consultant's Deliverables or other materials to any third party without the prior written consent of the Consultant.

      4. The Client acknowledges that the Consultant may use the Deliverables and other materials produced in connection with the Project for marketing and promotional purposes, provided that the Client's confidentiality is maintained.

  6. Limitation of Liability

    1. Nothing in these Terms and Conditions shall exclude or limit the Consultant's Liability for:

      1. Death or personal injury caused by the Consultant's negligence;

      2. Fraud or fraudulent misrepresentation; or

      3. Any other Liability which cannot be excluded or limited under applicable law.

    2. Subject to clause 7.1, the Consultant's total Liability to the Client in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the total amount of Fees paid by the Client to the Consultant under the Contract.

    3. Subject to clause 7.1, the Consultant shall not be liable to the Client for:

      1. Any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of data, or any indirect, consequential, or special loss or damage; or

      2. Any loss or damage caused by any delay in the performance of the Services, howsoever caused.

    4. The Consultant shall not be liable for any delay or failure to perform its obligations under the Contract to the extent that such delay or failure is caused by a Force Majeure Event.

  7. Force Majeure

    1. If a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Contract, those obligations will be suspended for the duration of the Force Majeure Event.

    2. The party affected by the Force Majeure Event shall:

      1. Promptly notify the other party of the Force Majeure Event and its likely duration; and

      2. Use reasonable endeavours to mitigate the effect of the Force Majeure Event.

  8. Termination

    1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 4 weeks' written notice.

    2. Without affecting any other right or remedy available to it, the Consultant may terminate the Contract with immediate effect by giving written notice to the Client if the Client:

      1. Commits a material breach of any of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;

      2. Fails to make any payment due to the Consultant under the Contract within 30 days of the due date for payment; or

      3. Becomes insolvent or enters into liquidation, receivership, administration, or any other form of insolvency process.

    3. Without affecting any other right or remedy available to it, the Client may terminate the Contract with immediate effect by giving written notice to the Consultant if the Consultant:

      1. Commits a material breach of any of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so; or

      2. Becomes insolvent or enters into liquidation, receivership, administration, or any other form of insolvency process.

    4. Upon termination of the Contract for any reason:

      1. The Client shall immediately pay to the Consultant all outstanding Fees and expenses due to the Consultant under the Contract;

      2. The Client shall cease all use of the Consultant's Deliverables and other materials; and

      3. The Consultant shall (at the Client's cost) return to the Client all of the Client's property in the Consultant's possession.

  9. Dispute Resolution

    1. If any dispute arises between the Consultant and the Client out of or in connection with the Contract, the parties shall attempt to settle it amicably by negotiation.

    2. If the dispute cannot be settled amicably within 28 days of either party giving written notice to the other of the existence of the dispute, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.   

    3. If the dispute cannot be settled by mediation within 28 days of the commencement of the mediation, or if either party fails to participate or ceases to participate in the mediation, either party may commence legal proceedings.

  10. Governing Law and Jurisdiction

    1. These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales.

    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or the Contract.

  11. General

    1. Waiver: No waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

    2. Severability: If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect.

    3. Notices: Any notice or other communication required or permitted to be given under these Terms and Conditions shall be in writing and shall be deemed to have been duly given when delivered personally, sent by first-class post, or sent by email to the address of the other party as specified in the Fee Proposal.

    4. Third Party Rights: A person who is not a party to the Contract shall not have any rights under or in connection with it under the Contracts (Rights of Third Parties) Act 1999.

    5. Variation: No variation of these Terms and Conditions shall be effective unless in writing and signed by both parties.