TERMS AND CONDITIONS

1. DEFINITIONS

   1. “Phasezero” means Phase Zero Design and Build, C.N.R. 12268286, also referred to as “the Consultants”, “we” or “us”.

   2. “the Client” or “you” means the person named as the recipient of this fee proposal.

   3. “the Services” means the services described in the Scope of Work section of this proposal.

   4. “the Fee” means the professional fees set out in the Professional Fees Summary of this proposal.

   5. “the Site” means the property at 93 Waller Rd, London SE14 5LB.

   6. “the Agreement” means this fee proposal letter together with these Terms of Service.

2. GENERAL

   1. The Client agrees and accepts that they are contracting in accordance with this Agreement and not on their own terms and conditions.

   2. No prior correspondence, discussion or other term and conditions form part of the Contract unless stated in this document.

   3. Any request from the Client to Phasezero for the supply of Goods and Services shall constitute acceptance of these Terms and Conditions.

   4. Our Deliverables will be issued as PDFs via E-mail only.

   5. The initial visit is of a visual nature only, to identify elements that are easily accessible at the time of inspection.

3. CONSUMER RIGHTS

   1. The Client is contracting as a private individual rather than in the course of a business. Accordingly, the Client benefits from the statutory protections of the Consumer Rights Act 2015, including the right to have the Services performed with reasonable care and skill. Nothing in this Agreement affects the Client's statutory rights.

   2. As this Agreement is entered into at a distance (by e-mail), the Client has the right to cancel within 14 days of confirming this appointment, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Should the Client ask Phasezero to begin work during this 14-day period, the Client agrees that the Fee for any Services properly carried out up to the point of cancellation shall remain payable.

4. DUTY OF CARE

   1. Phasezero warrants that we will carry out the duties and obligations in respect of all matters which lie within the scope of the appointment exercising the reasonable skill care a consultant experienced in carrying out the duties and obligations in relation to projects of similar size scope and complexity.

   2. Subject to matters beyond the Consultants reasonable control, the Consultants shall use reasonable endeavours to perform the Services in accordance with the programme (if any) and any changes thereto agreed with the Consultants from time to time.

   3. The Consultants are entitled to allocate any of the work required by the Client under these Terms to any of their staff or Approved Sub Consultants/Contractors who they consider able to carry out the Services.

   4. The Consultants 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.

   5. For the avoidance of doubt, the timescales for determination of any planning application by Lewisham Council are outside of the Consultants' control. The Consultants will keep the Client informed of progress but do not guarantee any specific determination period or outcome.

5. PAYMENT, FEES AND DISBURSEMENT

   1. The Client shall pay the Consultants for the performance of the Services the fees and expenses.

   2. The Client shall provide to the Consultants in a timely fashion without charge all necessary and relevant information in the possession of the Client or any of the Client's agents, consultants, or contractors, together with any necessary decisions, consents or approvals. The Consultants shall not be liable for the consequences of any delays of the Services arising from any failure by the Client to comply with these obligations.

   3. VAT doesn't apply, as Phasezero's turnover is below the current VAT registration threshold (£90,000). Should this position change, VAT will be added at the prevailing rate and the Client will be notified in advance.

   4. The Fee is payable in two stages: Stage 1, payable before commencement, covers Site Survey & Feasibility and Design Development (Planning Drawings); Stage 2, payable upon the Client's approval of the design, covers the final round of revisions, Planning Application Documentation and Submission & Council Liaison. Invoices are due on presentation and must be paid in full and in cleared funds by electronic transfer within the terms noted on the Invoice. Our bank details will be noted on the Invoice.

   5. A maximum of two (2) rounds of design revisions are included within the Fee (one during Design Development and one final round prior to submission). Additional revisions beyond this will be charged at the hourly rate set out below.

   6. The Fee remains payable in full regardless of the outcome of the planning application, including in the event that Lewisham Council refuses the application.

   7. Disbursements and miscellaneous expenses will be added to the agreed fee unless explicitly stated to the contrary in our fee proposal. When as part of the appointment we have to employ outside services these will be charged at net cost plus 10%.

   8. Should Phasezero receive instructions from the Client which we believe varies or increases the scope of the work for which we have been commissioned then, before we put the work in hand, we shall advise the Client and seek confirmation that the instruction does constitute additional work for which we will be reimbursed and we will agree with the client the additional fee based on the hourly charge rates specified in our fee proposals.

   9. Time charges for any additional fees, and/or where the Basic Fee incorporates time charges, shall be calculated based on £150/hour.

   10. Any additional visit during the design or planning application period will be charged at £250

   11. The expenses shall be charged at net cost plus a handling charge, which shall be calculated at 20%. This includes printing, courier, postage, hire of equipment, monitoring devices.

6. TERMINATION AND SUSPENSION

   1. The Consultants may terminate the appointment of the Consultants in the event of a breach of this Agreement by the Client forthwith.

   2. The Consultants may terminate this Agreement should there be any levying of any distress or execution against the Client or the Client makes any composition or arrangement with creditors or applies for or goes into liquidation or administrative receivership and/or an administrator is appointed or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

   3. If circumstances arise for which the Consultants are not responsible and which the Consultants consider makes it irresponsible for the Consultants to perform all or any part of the Services, the Consultants shall be entitled to terminate the appointment by giving two weeks' notice.

   4. The Client may at any time and without providing reason by giving four weeks' notice in writing to us suspend or terminate our appointment.

   5. Upon any termination or suspension of the Services we shall take immediate steps to bring an end to the Services in an orderly manner, but with all reasonable speed and economy, and shall within 14 days deliver to the Client all correspondence and documentation in our possession or control relating to the Services.

   6. If the Client fails to make payments properly due to us, we may by giving two weeks' notice to the client suspend or terminate the provision of our services.

   7. If our employment is terminated or the Services are suspended the Client shall pay a fair and reasonable proportion of the Fee in respect of Services, such proportion to be commensurate with the Services actually performed by us up to the date of such termination or suspension, together with any outstanding expenses including those to which we were already committed to expending at the date of termination or suspension.

7. DISPUTE

   1. The parties shall attempt in good faith to settle any dispute by mediation.

   2. For disputes valued at £10,000 or less, either party may bring a claim through the Small Claims Track of the County Court, which offers a quicker and more cost-effective route than adjudication for lower-value disputes.

   3. For disputes above this threshold, any dispute or difference arising may, in the first instance, be referred to an adjudicator appointed on the request of either party by the Adjudicator Nominator.

   4. The Adjudicator's decision shall be final and binding unless either party serves a notice in writing on the other, within three months of the Adjudicator's decision, to refer the dispute for final determination by the Courts.

8. GOVERNING LAW

   1. This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales.

   2. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

9. COPYRIGHT

   1. All intellectual property rights in or arising out of or in connection with the Services shall be owned by the Consultants. Whilst the copyright and any other intellectual property rights in all drawings and other documents (including material in electronic form) provided to the Client by the Consultants shall remain vested in the Consultants, the Client shall have a licence to copy and use such drawings and other documents only for the purposes for which they were provided. In the event of the Client being in default of payment of any fees or other amounts due under this Agreement, the Consultants may revoke the licence herein granted on giving seven days' notice. The Consultants shall not be liable for the use by any other person of any such drawings or other documents for any purpose other than that for which the same were provided by the Consultants.

10. LIABILITY

    1. The Consultants carry professional indemnity insurance in the sum of £250,000 per each and any claim and public liability insurance in the sum of £1,000,000.

    2. The Consultants do not assume nor accept any responsibility for aspects of matters upon which other professional consultants might ordinarily be expected to advise and we shall have no liability for any errors arising from such matters.

    3. Although we may suggest third parties to you, we accept no responsibility for their work.

    4. Notwithstanding anything to the contrary contained in this agreement, our liability under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise (other than in respect of personal injury or death) for any claim or claims arising out of or in connection with any cause shall not exceed the lesser sum of £500,000 or a multiple of 10 times the total fee paid by the Client

    5. Our liability for any claim or claims shall be further limited to such sums as the we ought reasonably to pay having regard to our responsibility for the loss or damage suffered as a result of the occurrence or series of occurrences in question, on the basis that all other Consultants and all Contractors and Sub-Contractors shall be deemed to have provided contractual undertakings on terms no less onerous than those given by us to the Client (whether or not they shall have been so provided to the Employer) in respect of the carrying out of their obligations and shall be deemed to have paid to the Client such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.

    6. Save in respect of death or personal injury the Client shall look only to the Consultant, and not to any of the Consultants Personnel for redress if the Client considers that there has been any breach of this agreement. The Client agrees not to pursue any claims in contract tort or statute (including negligence) against any of the Consultant's Personnel as a result of carrying out the Consultant's obligations under or in connection with this Agreement at any time and whether any of the Consultant's Personnel are named expressly in this agreement or not.

11. COLLATERAL WARRANTIES

    1. Unless explicitly detailed to the contrary in our fee proposals, third party warranties are not provided under the terms of this appointment.

    2. However, subject to agreement on the terms and conditions, client specific appointments and warranties will be accepted subject to a legal and administrative charge based on hourly rates.

    3. Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

12. DATA PROTECTION

    1. Phasezero will process the Client's personal data (including contact details and any information provided in connection with the Services) in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018, solely for the purposes of performing the Services and administering this Agreement.

    2. The Client's personal data will not be shared with third parties other than those directly involved in delivering the Services (for example, Lewisham Council, as required for the planning application) without the Client's consent, save where required by law.