Terms & Conditions
1. Entire Agreement and Appointment
This Agreement is the offer of WhiteBox Architecture Ltd, Suite 9, 25 King Street, Knutsford, WA16 6DW, company number 05350457 (WhiteBox, we, us or our) to provide the architectural design, planning and related consultancy services described in the attached Proposal and Scope of Services.
The Client is defined as the person, persons, company or organisation identified in the Proposal, or the person, persons, company or organisation instructing WhiteBox to proceed.
The Client’s appointment of WhiteBox, reply to an email quotation or Proposal confirming acceptance, payment of an invoice, or any other written instruction for WhiteBox to commence the Services shall constitute acceptance of the Proposal, Scope of Services and these Terms and Conditions.
This Agreement supersedes all prior written or verbal proposals, discussions, correspondence and negotiations not expressly referenced in the Proposal. This Agreement may only be modified by written agreement between WhiteBox and the Client.
2. Services to be Performed
The Services to be performed are described in the Proposal and Scope of Services.
Unless otherwise specified in the Proposal, WhiteBox shall provide the professional design, planning and related consultancy services required to perform the tasks listed in the Scope of Services.
Any service, duty, role or responsibility not expressly included in the Proposal or Scope of Services is excluded and may be treated as an Additional Service.
Unless expressly stated otherwise, WhiteBox is not appointed as contract administrator, project manager, quantity surveyor, structural engineer, building control approver, landscape architect, M&E consultant, fire consultant, principal contractor, clerk of works or construction manager.
WhiteBox does not guarantee that planning permission, listed building consent, building regulations approval, landlord consent, lender approval, neighbour consent or any other third-party approval will be obtained.
3. Compensation
The attached Proposal describes the tasks, phases and compensation terms.
Invoices shall be submitted upon completion of a phase or, where appropriate, monthly based on the percentage of work completed at that time.
Payments are due within seven days of the invoice date unless otherwise stated in the Proposal.
For commercial clients, WhiteBox may charge interest and recovery costs on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
For consumer clients, WhiteBox may charge reasonable interest on overdue sums at 4% per annum above the Bank of England base rate, subject always to applicable consumer protection law.
No deductions shall be made from WhiteBox’s compensation on account of any penalty, liquidated damages or other sums withheld from payments to a contractor, consultant or third party, or on account of the cost of changes in a contractor’s services, except where WhiteBox has been formally determined to be liable.
If any payment is more than thirty days overdue, WhiteBox may, after giving seven days’ written notice to the Client, suspend Services under this Agreement until all amounts due for Services, expenses and other charges have been paid in full.
WhiteBox shall not be responsible for delay or additional cost arising from a lawful suspension of Services due to non-payment.
4. Additional Services
All Additional Services shall be approved by the Client and WhiteBox in writing before proceeding, except where urgent action is reasonably required to protect the Client’s position or comply with a statutory or regulatory deadline.
The following are Additional Services where they are not expressly included in the Proposal or Scope of Services.
Master planning. WhiteBox may assist the Client in developing and preparing a long-term master plan. All work associated with a master plan, including preliminary design work, shall be considered an Additional Service.
Construction management services. WhiteBox may assist the Client in estimating construction cost, reviewing programme information or coordinating with contractors. Construction management, contractor supervision, site management and administration of the building contract shall be Additional Services unless expressly included in the Proposal.
Redesign to meet project budget costs. The Client is responsible for establishing the Project budget and obtaining appropriate cost advice. If WhiteBox is not appointed to provide cost estimating services, WhiteBox shall not be liable to redesign the Project to meet the Client’s budget. If redesign is required due to revised budget information, contractor pricing, market conditions, changes to the brief, or cost information provided by others, the time required shall be treated as an Additional Service.
Interior design services. WhiteBox may assist the Client in selecting plumbing fixtures, sanitaryware, ironmongery, appliances, kitchens, decorative lighting, tiles, stone, furniture, fabrics, carpets, paint colours, artwork and accessories. Interior design services shall be Additional Services unless expressly included in the Proposal.
Built-in joinery. WhiteBox may design built-in joinery, such as shelving, media units, window seats, workstations, wardrobes or other fitted furniture. The design of built-in joinery shall be an Additional Service unless expressly included in the Proposal.
Procurement and purchasing. WhiteBox does not purchase products or materials on behalf of the Client unless expressly agreed in writing. Where procurement or purchasing is agreed, any handling, coordination or administration fee shall be agreed before the purchase is made.
3D modelling and visualisation. WhiteBox may prepare 3D computer models, physical scale models, CGI images, presentation visuals or other visualisation material. These shall be Additional Services unless expressly included in the Proposal.
Engineering and specialist consultants. Depending on the Project, engineering or specialist consultant services may be required, including structural, civil, drainage, highways, mechanical, electrical, energy, acoustic, fire, ecological, arboricultural, heritage, flood risk, contamination or other specialist services. These services are not included unless expressly stated in the Proposal.
Where consultants are appointed directly by the Client, those consultants remain responsible to the Client for their own services, advice, drawings, calculations, reports and omissions.
Coordination of consultants and client-appointed work. Coordination of work performed directly by the Client, or by consultants appointed directly by the Client, including structural engineers, mechanical engineers, kitchen designers, landscape designers, interior designers, lighting designers, audio/visual consultants and other specialists, shall be considered an Additional Service unless expressly included in the Proposal.
Fees for Additional Services. Additional Services may be provided for a negotiated fixed fee or on an hourly basis. WhiteBox’s hourly rates are available on request and may be reviewed from time to time.
Reimbursable expenses. Reimbursable expenses shall include, but are not limited to, consultants’ fees, printing, reproductions, bulk copying, photographic services, postage, shipping, delivery, travel expenses, accommodation, subsistence and other project-related out-of-pocket expenses. Items shall be reimbursed to WhiteBox at cost plus 10%, unless otherwise stated in the Proposal.
Current printing, mileage and administration charges are available on request and may be updated from time to time.
5. Client’s Responsibilities
Project budget. The Client shall establish a budget with reasonable contingencies that meets the Project requirements. The Project budget should be established before WhiteBox proceeds with the relevant Scope of Services.
Base building drawings and surveys. Unless otherwise specified, measured surveys, base building drawings, topographical surveys, title plans and site surveys are not included in the Scope of Services. WhiteBox may rely on drawings, surveys and information provided by the Client or others and shall not be responsible for errors, omissions or inaccuracies in information prepared by others.
Project representative. The Client shall appoint and authorise a project representative to answer questions and make timely decisions. Unless the Client notifies WhiteBox otherwise in writing, the Client shall be treated as the project representative. The Client shall respond to reasonable requests for information or decisions within five working days, unless a different period is agreed.
If the Client replaces the project representative, any time spent by WhiteBox bringing the new representative up to date may be treated as an Additional Service.
Cost estimates. If WhiteBox is not appointed to provide cost estimating services, the Client shall employ a contractor, quantity surveyor or cost consultant to provide cost advice. WhiteBox does not warrant, guarantee or certify the construction cost for the Project or any part of the Project.
Selection of contractor. Unless WhiteBox is expressly appointed to provide construction management or contractor procurement services, the Client is responsible for selecting and appointing a competent contractor.
The contractor is responsible for construction methods, sequencing, temporary works, site safety, workmanship, setting out, ordering, storage, installation, protection of materials and compliance with manufacturer’s instructions.
WhiteBox shall not be responsible for defective workmanship, contractor error, substitution of materials, failure to follow specifications, failure to follow manufacturer’s guidance or failure to construct in accordance with the approved design.
Consultants. The Client shall appoint and pay for consultants where such services are reasonably required and are not included in WhiteBox’s Scope of Services.
Statutory fees. The Client shall pay all planning fees, building control fees, application fees, search fees and other statutory or third-party fees unless otherwise stated in the Proposal.
Principal Designer — Building Regulations. Where WhiteBox is expressly appointed as Principal Designer under the Building Regulations, our duties are limited to the scope, services and project stages expressly stated in the Proposal or separate written appointment.
If WhiteBox’s appointment as Principal Designer ends before completion of the works, the Client is responsible for ensuring that any required replacement appointment is made. Nothing in this Agreement excludes statutory duties that cannot lawfully be excluded.
Principal Designer services do not include site supervision, contractor supervision, clerk of works services, construction management, certification of workmanship or responsibility for the contractor’s means, methods, sequencing or site safety unless expressly agreed in writing.
Principal Designer — CDM Regulations. Where WhiteBox is expressly appointed as Principal Designer under the Construction (Design and Management) Regulations 2015, our duties are limited to the scope, services and project stages expressly stated in the Proposal or separate written appointment.
If WhiteBox’s appointment as Principal Designer ends before completion of the works, the Client is responsible for ensuring that any required replacement appointment is made. Nothing in this Agreement excludes statutory duties that cannot lawfully be excluded.
The Principal Designer role under CDM and the Principal Designer role under the Building Regulations are separate roles with separate duties.
6. Schedule
WhiteBox shall commence work within twenty working days of authorisation to proceed, unless otherwise agreed.
Following appointment, WhiteBox shall prepare or confirm a mutually acceptable target programme where required.
Professional fees developed for the Project are based on the agreed Scope of Services and target programme. Accelerated programmes, Client delays, project delays, extended programmes or changes outside WhiteBox’s reasonable control may result in Additional Services or revised fees.
WhiteBox shall not be responsible for delays caused by the Client, statutory authorities, consultants, contractors, neighbours, consultees, utility providers, legal issues, title issues, weather, changes in law, changes in guidance or other matters outside WhiteBox’s reasonable control.
Target dates are estimates only unless expressly agreed in writing as fixed dates.
7. Ownership and Use of Documents
All drawings, documents, specifications, reports, models, visuals, details, concepts and other materials prepared by WhiteBox remain the intellectual property of WhiteBox.
Subject to payment of all fees and expenses due, WhiteBox grants the Client a non-exclusive licence to use the documents prepared by WhiteBox for the purposes of constructing, occupying, maintaining, altering and selling the specific Project.
The Client shall not use WhiteBox’s documents for any other project, site or purpose without WhiteBox’s written consent.
The Client shall not amend, copy, reproduce, assign or transfer WhiteBox’s documents without written consent, except as reasonably necessary for the Project.
Any unauthorised use, amendment or reuse of WhiteBox’s documents shall be at the Client’s sole risk.
Native CAD, BIM, 3D model or editable files are not included unless expressly agreed. Where such files are provided, they are provided for information only and WhiteBox accepts no liability for corruption, alteration, scaling, compatibility or unauthorised use.
No third party may rely on WhiteBox’s Services, documents, drawings, reports, models, visuals or advice without WhiteBox’s prior written agreement.
8. Publicity
WhiteBox may photograph and record the Project for internal records.
WhiteBox may use photographs, drawings and project information for marketing, awards, publication, social media, website use, advertising, public relations and other promotional purposes, subject to the Client’s reasonable requirements for privacy, confidentiality and security.
WhiteBox shall obtain the Client’s consent before publishing private interior photographs, the property address, the Client’s name or information that would reasonably identify a private domestic client.
The Client shall not unreasonably withhold consent to the use of external project images where the Project is visible from the public realm and no private or confidential information is disclosed.
9. Insurance, Indemnity and Limitations
Insurance. WhiteBox shall maintain professional indemnity insurance and public liability insurance at levels WhiteBox considers appropriate for its business, subject to such insurance being available on commercially reasonable terms. Certificates of insurance are available on request.
The cost of any additional insurance coverage, project-specific insurance or increased policy limits requested by the Client beyond WhiteBox’s standard cover shall be borne by the Client.
Limitation of liability. WhiteBox does not exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded.
Subject to the above, WhiteBox’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall be limited to £1,000,000, or such other amount as may be expressly stated in the Proposal.
WhiteBox’s liability shall be limited to the proportion of loss that is just and equitable having regard to the responsibility of contractors, consultants, statutory authorities, manufacturers, suppliers and other third parties.
Waiver of consequential loss. WhiteBox shall not be liable for indirect or consequential losses, including loss of profit, loss of rent, loss of use, loss of opportunity, loss of business, loss of goodwill, increased finance costs or losses arising from delay, except where such liability cannot lawfully be excluded.
Hazardous substances. WhiteBox shall not be responsible for identifying, testing, removing, treating or certifying hazardous materials or environmental conditions, including asbestos, lead, mould, contamination, Japanese knotweed, radon, fuel tanks, chemicals, pollutants, hazardous waste or other similar substances, unless expressly agreed in writing.
Unforeseen, latent or hidden conditions. Unforeseen, latent or hidden conditions may not be readily ascertainable regardless of the extent of any investigation. Such conditions may impact the design and may require revisions or additional investigations. Where additional architectural design or consultancy services are required to address such conditions, those services shall be treated as Additional Services.
10. Standard of Practice
Services performed by WhiteBox under this Agreement shall be carried out with reasonable skill, care and diligence, consistent with the level ordinarily exercised by competent architectural design consultants providing similar services on similar projects.
No warranty, guarantee or certification is included or intended in this Agreement, or in any report, opinion, drawing, document or advice provided by WhiteBox, unless expressly stated in writing.
WhiteBox shall not be responsible for matters outside the agreed Scope of Services or for the acts, omissions, errors or delays of contractors, consultants, statutory authorities, suppliers, manufacturers or other third parties.
11. Dispute Resolution
The parties shall first attempt to resolve any dispute through good faith discussion.
If the dispute is not resolved, either party may propose mediation through an independent mediator agreed by the parties.
If the parties cannot agree a mediator, either party may ask an appropriate independent mediation provider, such as CEDR, to nominate a mediator.
Nothing in this clause prevents either party from seeking urgent court relief or exercising any statutory right to adjudication where such right applies.
This Agreement shall be governed by the law of England and Wales. Subject to any applicable statutory adjudication right or agreed mediation, the courts of England and Wales shall have jurisdiction.
12. Definitions
Construction Cost. Construction Cost shall mean the total cost, or estimated cost where the Project is not completed, of all elements of the Project designed, selected or specified by WhiteBox.
Construction Cost does not include WhiteBox’s fees, consultant fees, statutory fees, VAT, finance costs, legal costs, land costs, loose furniture, specialist equipment or any other costs that are stated to be the responsibility of the Client.
13. Right to Cancel
Where the Client is a consumer and the Agreement is made at a distance or away from WhiteBox’s business premises, the Client may have the right to cancel within fourteen days of the Agreement being entered into.
To cancel, the Client must notify WhiteBox by a clear written statement, including by email.
If the Client instructs WhiteBox to commence the Services during the fourteen-day cancellation period, the Client expressly requests that WhiteBox starts work before the cancellation period has expired.
Where the Client cancels after instructing WhiteBox to commence work during the cancellation period, WhiteBox may charge a reasonable and proportionate amount for Services performed up to the date of cancellation.
WhiteBox may include the following wording in its Proposal or email quotation:
By instructing WhiteBox Architecture Ltd to proceed, I/we request that WhiteBox commences the Services during the fourteen-day cancellation period. I/we understand that if I/we cancel after work has started, I/we may be required to pay a reasonable and proportionate amount for Services provided up to the date of cancellation.
14. Complaints Procedure
Most complaints are the result of misunderstandings, and WhiteBox aims to resolve complaints promptly and fairly.
In the event of a complaint relating to our performance, the first step is to write to us by email at studio@whiteboxarchitecture.com, marking the communication for the attention of the Managing Director.
Where a complaint is initially made orally, the Client may be asked to send a written summary of the complaint.
Once WhiteBox has reviewed the written summary of the complaint, we will contact the Client in writing within fourteen days to confirm our understanding of the circumstances leading to the complaint. The Client will be invited to make any further comments.
Within a further twenty-eight days, WhiteBox will advise the Client of the outcome of our investigation and confirm what actions have been or will be taken.
If the Client remains dissatisfied, the Client may request a further review by a director of WhiteBox who has not been directly involved in the matter, where reasonably practicable.
WhiteBox will provide a final written response within twenty-one days of the further review request, unless further time is reasonably required.
This complaints procedure does not affect the Client’s legal rights.
15. Acceptance of Appointment
By appointing WhiteBox Architecture Ltd, instructing WhiteBox to proceed, replying to an email quotation or Proposal confirming acceptance, making payment against an invoice, or otherwise authorising WhiteBox to commence the Services, the Client agrees to be bound by the Proposal, Scope of Services and these Terms and Conditions.
The appointment of WhiteBox shall constitute acceptance of these Terms and Conditions unless alternative terms are expressly agreed in writing by both parties before the Services commence.
No physical signature is required. A written instruction, email reply, payment of an invoice or other written confirmation that WhiteBox should proceed shall be sufficient to confirm the appointment.