Terms of Service

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an organisation or entity (“you”) and Lindsay Parkinson, doing business as Parkinson Design ("Parkinson Design," “we," “us," or “our”), concerning your access to and use of the Parkinson Design Services as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Services”).. We are registered in the United Kingdom and have our registered office at 20 Douglas Muir Drive, Milngavie, Glasgow G62 7RJ. Our VAT number is N/A. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Services so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Services after the date such revised Terms of Service are posted.

The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Construction (Design and Management) Regulations 2015

The Construction (Design and Management) Regulations 2015 govern the planning and management of construction projects. Compliance with these regulations is required for any construction-related services provided under these Terms of Service.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

1.1 Definitions

Where defined terms are used in this Agreement, they are distinguished by an initial capital letter. The following definitions apply to all documents comprising this Agreement and are in addition to those set out elsewhere in this Agreement.

• Brief: The latest statement of requirements for the Project issued or approved by the Client, including:

  • At inception, any initial statement by the Client;

  • After clarification of the objectives, the Design Brief (or Output Specification); and

  • Any subsequent development into the Project Brief.

  • The Brief shall include any information or drawings prepared by or on behalf of the Designer and approved by the Client during the development of the Brief.

• Client: An individual acting outside their trade, business, or profession who has entered into an agreement in their personal capacity, or an organisation, entity, or business that has entered into an agreement for services.

• Collaborate: To cooperate with and to provide to or receive from Other Persons information reasonably necessary, as and when requested, for performing the Services or for such Other Persons to carry out their work or services, to consider and, where competent to do so, to comment on such information.

• Confidential Information: All information relating to the Client’s and the Designer’s business and affairs which either party directly or indirectly acquires from the other party or any representative of the other party, either in writing or verbally.

• Construction Cost:

  • The Client’s target cost for constructing the Project as specified in the Project Data, or where no such amount is specified, a fair and reasonable amount; or subsequently

  • The latest professionally prepared estimate approved by the Client; or where applicable

  • The actual cost of constructing the Project upon agreement or determination of a final account for the Project; and

  • Includes (without limitation):

    • The cost as if new of any equipment and/or materials provided or to be provided by the Client to a contractor for installation during construction of the Project;

    • Any direct works carried out by or on behalf of the Client; and

    • Provision for contractor’s profit and overheads; and

  • Excludes:

    • Value Added Tax;

    • Fees;

    • The costs of resolution of any dispute;

    • The Client’s legal and in-house expenses;

    • Any loss and/or expense payments paid to a contractor;

    • Any adjustments for any liquidated damages deducted by the Client.

• Other Person: Any person, company, or firm, other than the Designer or any sub-consultant of the Designer, including but not limited to consultants, subcontractors, specialists, statutory bodies, or undertakers, approving or adopting authorities, who have performed or will perform work or services in connection with the Project.

• Project: As defined in the Project Data.

• Project Data: The matters set out in the ‘Letter of Appointment’, which may be varied by agreement.

• Services: The services to be performed by the Designer specified in the schedule of Services annexed to the Letter of Appointment, which may be varied by agreement.

• Timetable: The Client’s initial programme for performance of the Services as specified in the Project Data, or where no such programme is specified, it shall be a fair and reasonable period. Subsequently, the timetable shall be the latest programme issued to the Client. The Designer will develop and agree on a timetable with the Client.

• Cancellation Notice: A formal notification by the consumer Client to the Designer indicating the decision to terminate the Agreement.

• Electronic Communication: Any form of communication transmitted electronically, such as email.

1.2 Interpretation

The headings and notes to the Conditions are for convenience only and do not affect interpretation. Words denoting natural persons include corporations and firms and vice versa.

1.3 Communication

Any notice or other document required under this Agreement shall be in writing and given or served by any effective means to the address of the recipient specified in this Agreement or such other address, including a postal address, fax number, or email address notified to the other party. Communications between the Client and the Designer that are not notices or documents may be sent to any other address, including an email address, notified by any party as an appropriate address for specific communications.

Communications take effect on receipt, but if not in writing are of no effect unless and until confirmed in writing by the sender or the other party.

Communications sent by special delivery or recorded delivery shall be deemed (subject to proof to the contrary) to have arrived at the appropriate address on the second working day after posting. All telephone calls to Parkinson Design are recorded and held on file for a minimum of 6 months.

1.4 Public Holidays

Where under this Agreement an action is required within a specified period of days from a specified date, that period commences immediately after that date. The period shall not include Saturdays and Sundays but shall exclude any day that is a public holiday.

1.5 Duration

The provisions of this Agreement are without prejudice to the respective rights and obligations of the parties and continue in force as long as necessary to give effect to such rights and obligations.

1.6 Applicable Law

This Agreement is subject to the law of Scotland and the parties submit to the exclusive jurisdiction of the courts of Scotland and subject to clause 9.3 the parties submit to the exclusive jurisdiction of the specified jurisdiction.

2.1 - Duty of Care

The Designer shall exercise reasonable skill, care, and diligence in accordance with the normal standards of the Designer’s profession in performing the Services and discharging all obligations under this Agreement. The Designer shall ensure that all work is carried out in compliance with relevant regulations and industry standards to achieve the highest possible quality for the Project.

2.2 - Duty to Inform

The Designer will periodically keep the Client informed of progress in the performance of the Services. This includes updates on any issues that may materially affect the Brief, the Construction Cost, the Timetable, or the quality of the Project.

The Designer shall inform the Client upon becoming aware of:

• The need to appoint Other Persons, other than those named in the Project Data, to perform work or services in connection with the Project; and/or

• Any information, decision, or action required from the Client or others in connection with the performance of the Services.

2.3 - Collaboration

The Designer shall collaborate with Other Persons named in the Project Data, or whose appointment is foreseeable, and shall coordinate and integrate the information received from these Other Persons into the Designer’s work. The Designer is responsible for ensuring that all collaborative efforts are aligned with the overall goals and standards of the Project.

2.4 - Designer’s Authority

The Designer shall act on behalf of the Client in the matters set out or necessarily implied in this Agreement or in project procedures agreed with the Client from time to time. However, the Designer has no authority, without the Client’s prior approval:

• To enter into any contractual or other commitment on behalf of the Client;

• To terminate the employment of Other Persons appointed by the Client; or

• To make or cause to be made any significant alteration to or addition to or omission from the Services or the approved design.

In the event of an emergency, the Designer may issue instructions to a contractor to prevent danger to persons or material damage to the Project without the Client’s prior approval and shall confirm such action in writing to the Client without delay.

2.5 - Designer’s Representative

The Designer’s Representative shall have full authority to act on behalf of the Designer for all purposes in connection with the performance of the Services but not to vary the terms of the Agreement. The Representative shall ensure that all communications and decisions are promptly relayed to the Client.

2.6 - Photography

The Designer shall have the right to publish photographs of the Project, and the Client shall provide reasonable access to the Project for this purpose for 2 years after practical completion of the construction works. These photographs shall be used for marketing and portfolio purposes, showcasing the Designer’s work.

2.7 - Publicity

The Designer shall obtain the consent of the Client, which consent is not to be unreasonably withheld or delayed, before the publication of any other information about the Project, unless such publication is reasonably necessary for the performance of the Services.

2.8 - Confidentiality

The Designer shall not disclose to any other person Confidential Information unless:

• Disclosure is necessary for the proper performance of the Services, or in order to take professional advice in relation to this Agreement or the Services, or in order to obtain/maintain insurance cover as required by this Agreement;

• It is in the public domain other than due to wrongful use or disclosure; or

• Disclosure is required by law or because of disputes arising out of or in connection with this Agreement.

3.1 - Client’s Representative

The Client’s Representative, whether representing an individual or an organisation, shall have full authority to act on behalf of the Client for all purposes in connection with the matters set out in this Agreement but not to vary the terms of the Agreement. However, the Client’s Representative does not have the authority to amend the terms of this Agreement without the express written consent of both parties.

The Client’s Representative shall be responsible for:

• Supplying an initial statement of the Client’s requirements.

• Advising on the relative priorities of the Client’s requirements, such as the Construction Cost, Timetable, or Quality of Design.

The Client shall provide, free of charge, all the information in their possession or reasonably obtainable, which is necessary for the proper and timely performance of the Services. This includes, but is not limited to, site surveys, previous design documents, and relevant correspondence. Such information should be provided in a format acceptable to the Designer within five business days of the request. The Designer shall be entitled to rely on the accuracy and completeness of the information provided by the Client. The Client shall promptly inform the Designer of any inaccuracies or changes in the information provided.

The Client shall make timely decisions and approvals and take such actions as are necessary for the proper and timely performance of the Services. All instructions, approvals, or other communications given to the Designer must be confirmed in writing to ensure clarity and record-keeping.

3.2 - Instructions

The Client (or the lead consultant, or other consultants designated by the Client) may issue reasonable instructions to the Designer. Where the Designer has the responsibility to direct and/or coordinate the work or services of, or give instructions to, Other Persons, such instructions shall be issued only through the Designer. The Designer shall not be responsible for any instructions otherwise.

3.3 - Applications for Consent

The Client shall instruct the making of applications for consents under planning legislation, building acts, regulations, or other statutory requirements and others having an interest in the Project. The Client shall pay any statutory charges and any fees, expenses, and disbursements in respect of such applications.

3.4 - Appointment of Other Persons

Where work or services, other than those to be performed by the Designer, are required, the Client shall appoint and pay Other Persons under separate agreements to perform such work, services, or products and shall require them to collaborate with the Designer. Such Other Persons shall include site inspectors or clerks of works.

The Client shall confirm in writing to the Designer the services to be performed by Other Persons, their disciplines, and the expected duration of their employment. The Client acknowledges that the Designer does not warrant the competence, performance, work, services, products, or solvency of any such Other Persons.

The Client shall hold the contractor appointed to undertake construction works, and not the Designer, responsible for the management and operational methods necessary for the proper carrying out and completion of the construction works in compliance with the building contract or contracts.

3.5 - Time and Cost

The Client acknowledges that the Designer does not warrant:

• That planning permission and other approvals from third parties will be granted at all, or if granted, will be granted in accordance with any anticipated timescale; or without planning conditions requiring discharge.

• Compliance with the Construction Cost and/or the Timetable, which may need to be reviewed for such matters as, but not limited to:

  • (a) Approved variations arising from design development or requested by the Client.

  • (b) Delays caused by any Other Person; and/or

  • (c) Any other factors beyond the control of the Designer.

3.6 - Legal Advice

The Client shall procure such legal advice and provide such information and evidence as required for the resolution of any dispute between the Client and any other parties in connection with the Project.

3.7 - Confidentiality

The Client shall not disclose to any Other Person Confidential Information unless:

• (3.7.1) Disclosure is necessary to take professional advice in relation to this Agreement or the Services;

• (3.7.2) It is in the public domain other than due to wrongful use or disclosure; or

• (3.7.3) Disclosure is required by law or because of disputes arising out of or in connection with this Agreement.

3.8 - Site Signboards

The Client shall allow the Designer to display appropriately sized professional signboards on the site in appropriate locations for the duration of works on site.

4.1 - Assignment

Neither the Designer nor the Client shall assign the benefit of this Agreement or any rights arising under it without the prior written consent of the other party. Such consent shall not be unreasonably withheld or delayed. Assignment shall only be permitted if the assigning party can demonstrate that the assignee is capable of fulfilling the original obligations under this Agreement to the same standard as the original party.

4.2 - Subcontracting

The Designer may appoint a sub-consultant or sub-consultants to perform part of the Services, with the prior written consent of the Client, which shall not be unreasonably withheld or delayed. The Client’s consent is not required for the appointment of agency or self-employed staff. Any such subcontracting shall not relieve the Designer of responsibility for carrying out and completing the Services in accordance with this Agreement.

4.3 - Specialist Services

If, during the performance of the Services, the Designer believes it would benefit the Client, the Designer may recommend that the Client appoints Other Persons with appropriate knowledge and experience to perform part of the Services. If the Client agrees to make such an appointment, it shall be made without undue delay. The Client must confirm such appointments in writing. Upon such an appointment, the Client shall give written notice to the Designer, who shall be relieved of responsibility and liability for that element of the Services. The Designer shall collaborate with such Other Persons to ensure integration and coordination of the overall Services.

5.1 - Calculation of Fees

The fees for performance of the Services and/or any additional services shall be calculated in accordance with this clause 5 and as specified in the Schedule of Fees and Expenses, contained within the Letter of Appointment.

5.2 - Basic Fee

The Basic Fee for performance of the Services shall be:

5.2.1 - where the Project is for the design and carrying out of construction works, including the specified number of site visits during the construction period:

(a) a percentage or percentages applied to the Construction Cost in accordance with clause 5.4; and/or(b) a lump sum or sums in accordance with clause 5.5; and/or(c) time charges in accordance with clause 5.6; and/or(d) any combination of these; and/or(e) another agreed method.

5.2.2 - for other professional services:

(a) a lump sum or sums in accordance with clause 5.5.1; and/or(b) time charges in accordance with clause 5.6; and/or(c) another agreed method.

5.3 - Other Fees

For performance of Other Services specified in the Services Schedule, but not included in the Basic Fee, the fee for each service shall be:

5.3.1 a lump sum or sums in accordance with clause 5.5.1; and/or5.3.2 time charges in accordance with clause 5.6; and/or5.3.3 another agreed method.

5.4 - Percentage Fees

Where this clause 5.4 applies, the Basic Fee shall be calculated by applying:

5.4.1 the specified percentage to the final Construction Cost; or5.4.2 the relevant specified percentage for each work stage to the Construction Cost at the end of the previous stage.

5.5 - Lump Sums

Where this clause 5.5 applies, the Basic Fee shall be:

5.5.1 the specified lump sum or lump sums; or5.5.2 a lump sum or lump sums for each work stage calculated by applying the specified percentages to the Construction Cost for the developed design current at the end of the relevant design stage; or5.5.3 a lump sum for each work stage calculated by applying the relevant specified percentage to the Construction Cost current at the end of the previous stage.

5.6 - Time Charges

Where this clause 5.6 applies, the time-based fee shall be ascertained by multiplying the time reasonably spent in the performance of the Services by the specified hourly or daily rate for the relevant personnel.

Time ‘reasonably spent’ includes the time spent in connection with performance of the Services and in travelling from and returning to the Designer’s office.

Time charge rates are fixed for the duration of a project.

5.7 - Revision of Lump Sums and Other Rates

Every 12 months, lump sums complying with clause 5.5, less any amounts previously claimed, and rates for time charges shall be revised in accordance with changes in the Average Earnings Index and rates for mileage and printing shall be revised in accordance with changes in the Consumer Price Index.

Each 12-month period shall commence on the anniversary of the Effective Date of this Agreement specified in the Project Data, or where clause 5.5.2 or 5.5.3 applies, the date of circulation of the lump sums.

5.8 - Fee Adjustment

The Basic Fee:

5.8.1 shall be adjusted, including due allowance for any loss and/or expense if:

(a) material changes are made to the Brief and/or the Construction Cost and/or the Timetable(b) the Services are varied by agreement.

5.8.2 shall not be adjusted for any reduction of the Construction Cost arising solely from deflationary market conditions not prevailing at the Effective Date. The Basic Fee shall continue to be based on the Construction Cost current prior to the date of such reduction.

5.9 - Additional Fees

Where the Designer, for reasons beyond the Designer’s reasonable control, incurs extra work or loss and expense for which the Designer would not otherwise be remunerated, the Designer shall be entitled to additional fees calculated on a time basis as set out in clause 5.6 unless otherwise agreed.

Matters in relation to which the Designer shall be entitled to additional fees include but are not limited to circumstances where:

5.9.1 the Designer is required to vary any item of work commenced or completed pursuant to this Agreement or to provide a new design after the Client has authorised the Designer to develop an approved design.

5.9.2 the nature of the Project requires that substantial parts of the design cannot be completed or must be specified provisionally or approximately before construction commences;

5.9.3 performance of the Services is delayed, disrupted or prolonged (such as extended contract periods); and

5.9.4 the cost of any work, installation or equipment for which the Designer performs Services is omitted from or not included in the Construction Cost.

5.9.5 the Designer is required to submit additional planning applications, discharge conditions of a planning consent and/or make an application for non-material amendments to a planning consent.

5.9.6 the Designer is required to make amendments to the agreed design, once the design has been submitted for a planning application and on the advice of a planning officer.

5.9.7 the Designer is required to carry out work related to party wall negotiations and information required for party wall awards.

5.9.8 the Designer is required to carry out work to drawings, specifications and schedules post tender to revise the approved design.

This clause 5.9 shall not apply where any adjustment under clause 5.8.1 applies to the same events. The Designer shall inform the Client on becoming aware that this clause 5.9 will apply.

This clause 5.9 shall not apply where any change or extra work or expense arises from a breach of this Agreement by the Designer.

5.10 - Supplementary Agreements

If the Designer consents to enter into any supplementary agreement, the terms of which are agreed by the Designer after the date of this Agreement, the Designer shall be entitled to payment of the Designer’s reasonable costs of so doing, including but not limited to legal advice, travel expenses, administrative fees, and any additional consultancy charges incurred.

5.11 - Tender Not Accepted

Where the Designer is instructed by the Client to invite a tender or tenders for work or services in connection with the Project but no tender is made or accepted, the Designer shall be entitled to fees due up to and including the relevant design stage applied to the Construction Cost of that part of it relating to the said work or services current at the date of invitation to tender.

5.12 - Expenses and Disbursements

The Client shall reimburse the Designer for expenses in the manner specified in the Schedule of Fees, Disbursements & Expenses (Section 11).

5.13 - Maintain Records

The Designer shall maintain records of time spent on Services performed on a time basis for the purpose of verifying charges under clause 5.6 and shall in addition maintain records of any expenses and disbursements to be reimbursed at net cost. The Designer shall make such records available to the Client on reasonable request.

5.14 - Payment (See Note 2)

Payment under this Agreement shall be made as follows by the Client, whether an individual or an organisation:

5.14.1 Payment shall become due to the Designer on the date of issue of the Designer’s account. The final date for payment of any amount due to the Designer shall be 14 days from the issue of the relevant account. Any queries to be made within this 14-day period.

5.14.2 The Designer shall issue accounts at intervals of not less than one month or at or near the completion of a fee stage and stating the basis of calculation of the amounts due. Instalments of fees shall be calculated on the Designer’s reasonable estimate of the percentage of completion of the Services or stages or other services or any other specified method.

5.14.3 The Designer may submit the final account for fees and any other amounts due when the Designer reasonably considers the Services have been completed.

5.14.4 Failure to pay may result in suspension of services without further notice.

5.14.5 Payments over 28 days will be charged interest at 8% over the bank base rate.

5.15 - Payment Notices

The Client shall give a written notice to the Designer:

5.15.1 within 14 days of the date of issue of an account specifying the amount the Client proposes to pay and the basis of calculation of that amount; and

5.15.2 In the event of non-payment of any amount properly due to the Designer under this Agreement, the Designer is entitled to interest on the unpaid amounts under the provision of clause 5.19, may suspend use of the licence under the provisions of clause 6, may suspend or terminate performance of the Services and other obligations under the provisions of clause 8, or may commence dispute resolution procedures and/or debt recovery procedures.

If no such notices are given, the amount due shall be the amount stated as due in the account. The Client shall not delay payment of any undisputed part of the account.

5.15.3 within 14 days before the final date for payment of any amount due to the Designer if the Client intends to withhold payment of any part of that amount stating the amount proposed to be withheld and the ground for doing so or, if there is more than one ground,5.15.3 within 14 days before the final date for payment of any amount due to the Designer if the Client intends to withhold payment of any part of that amount stating the amount proposed to be withheld and the ground for doing so or, if there is more than one ground, each ground and the amount attributable to it.

5.16 - Set-off

The Client shall not withhold any amount due to the Designer under this Agreement unless the amount has been agreed with the Designer. All rights of set-off at common law or in equity which the Client would otherwise be entitled to exercise are expressly excluded. All payments under this Agreement shall be made in full without discount, deduction, set-off or counterclaim whatsoever.

5.17 - Payment on Suspension or Termination

If the Designer or the Client issues a notice under clause 8 suspending performance of any or all of the Services or terminating performance of the Services and/or other obligations, the Designer shall issue an account or accounts on the expiry date of the notice or as soon as reasonably practicable and the Designer shall be entitled to:

5.17.1 payment of any part of the fee and other amounts properly due on the expiry of the notice; and

5.17.2 payment of any licence fee due under clause 6; and

5.17.3 reimbursement of any loss and/or expense properly and necessarily incurred by the Designer by reason of the suspension or the termination save where the Client gives notice of suspension or termination by reason of the material or persistent breach of the Agreement by the Designer.

If the reason for suspension is remedied, the Designer shall be entitled to reimbursement of the reasonable costs of resumption of performance of the Services and other obligations in accordance with clause 8.1.4 (a).

5.18 - Late Payment

In the event that any amounts are not paid by the Client or the Designer when properly due, the payee shall be entitled to simple interest on such amounts until the date that payment is received at the daily rate equivalent to 8% over the dealing rate of the Bank of England Rate current at that date that payment becomes overdue, together with such costs reasonably incurred and duly mitigated by the payee (including costs of time spent by principals, employees and advisors) in obtaining payment of any sums due under this Agreement. The payee’s entitlement to interest at the specified rate shall also apply in respect of any amounts that are awarded in adjudication, arbitration or legal proceedings.

5.19 - Recovery of Costs

The Client or the Designer shall pay to the other party who successfully pursues, resists or defends any claim or part of a claim brought by the other:

5.19.1 such costs reasonably incurred and duly mitigated (including costs of time spent by principals, employees and advisors) where the matter is resolved by negotiation or mediation; or

5.19.2 such costs as may be determined by any tribunal to which the matter is referred.

5.20 - VAT

In addition to the fees and expenses, the Client shall pay any Value Added Tax chargeable on the Designer’s fees and expenses.

5.21 - Additional Services and Fees

The fees for additional services such as Illustration, 3D Printing, Artwork Contributions, and Retainer Fees shall be specified in the Schedule of Fees and Expenses. Any such additional services performed by the Designer shall be subject to the same terms and conditions as the primary services under this Agreement.

5.22 - Working Hours and Breaks

The Designer shall be entitled to regular breaks at 4-hour intervals, lasting up to 60 minutes. If the Designer is not allowed these breaks, the Designer will charge double for that time and any subsequent overtime hours if additional time is needed outside regular working hours.

6.1 - Copyright

The Designer shall own the copyright in the original work produced in the performance of the Services and asserts the Designer’s moral rights to be identified as the author of such work. No part of any design by the Designer may be registered by the Client without the written consent of the Designer.

6.2 - Use of Information

The Client shall have a licence to copy and use, and allow Other Persons providing services to the Project to copy and use, drawings, documents, bespoke software, and all other such work produced by or on behalf of the Designer in performing the Services, hereinafter called the ‘Material’.

The Material may be used for the construction of the Project and for the operation, maintenance, repair, reinstatement, alteration, promotion, leasing, and/or sale of the Project. The Material may not be used for reproduction of the design for any part of any extension of the Project, and/or for any other project except on payment of a licence fee specified in this Agreement or subsequently agreed.

6.3 - Liability

The Designer shall not be liable if the Material is modified other than by or with the consent of the Designer or used for any purpose other than the purposes for which it was prepared. Provided that:

6.3.1 If it is intended to make any permitted use after the date of the last Service performed under this Agreement:

(a) The Designer, following a request from the Client, shall confirm the degree of completion of the Material; and

(b) The Client shall pay to the Designer any specified licence fee or a reasonable licence fee;

6.3.2 If at any time the Client is in default of payment of any fees or other amounts properly due, the Designer may suspend further use of the licence on giving 7 days’ notice of the intention of doing so. Use of the licence may be resumed on receipt of such outstanding amounts;

6.3.3 The Client obtains or ensures that any third party obtains any necessary licence and pays any fees arising for access to any software used to produce any of the Material.

6.4 - Use of Information

The Basic Fee for the performance of the Services shall include all royalties, licence fees, or similar expenses in respect of the making, use, or exercise by the Designer of any invention or design for the purpose of performing the Services.

6.5 - Telephone Calls

Parkinson Design records all incoming and outgoing phone conversations and reserves the right to refer to records of these conversations if required.

6.6 - Email Communication

Email correspondence will be deemed to constitute a written instruction from the Designer and/or Client. The information contained in email may be privileged and/or confidential. If you are not the intended recipient, use of this information (including disclosure, copying, or distribution) may be unlawful; therefore, please inform the sender and delete the message immediately.

7.1 - Time Limit for Action and Proceedings

No action or proceedings arising out of or in connection with this Agreement whether in contract, in tort, for breach of statutory duty, or otherwise shall be commenced after the expiry of the statutory period. Services performed under this Agreement or, if earlier, the date of practical completion of construction of the Project or such earlier date as prescribed by law.

7.2 - Limit of Liability

The Designer’s liability for loss or damage shall not exceed the amount paid by the Client for the Services provided. No employee of the Designer, including any officer or Partner/Director of a company or a member of a limited liability partnership or any agent of the Designer, shall be personally liable to the Client for any negligence, default, or any other liability whatsoever arising from the performance of the Services.

7.3 - Net Contribution

Without prejudice to the provisions of clause 7.2, the liability of the Designer shall not exceed such sum as it is just and equitable for the Designer to pay having regard to the extent of the Designer’s responsibility for the loss and/or damage in question and on the assumptions that:

7.3.1 all other consultants and contractors providing work or services for the Project have provided to the Client contractual undertakings on terms no less onerous than those of the Designer under this Agreement;

7.3.2 there are no exclusions of or limitations on liability nor joint insurance or co-insurance provisions between the Client and any other person referred to in this clause; and

7.3.3 all the persons referred to in this clause have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage.

7.4 - Professional Indemnity Insurance

(Removed)

7.5 - Collateral Warranties

Where it is specified in the Project Data:

7.5.1 that the Designer will be required to enter into a collateral warranty or warranties in favour of funders, purchasers, or first tenants and the terms of the warranty together with the names or categories of other parties who will sign such agreements are appended to this Agreement, the Designer shall enter into such agreement or agreements within a reasonable period of being requested to do so by the Client, providing that such warranties give no greater benefit to the beneficiaries than is given to the Client under this Agreement and all fees and other amounts properly due to the Designer have been paid;

7.5.2 that a Third Party Rights Schedule in favour of funders, purchasers, or first tenants is applicable and appended to this Agreement, the rights of such third parties shall come into effect;

7.5.3 that a supplementary agreement is applicable under which the Designer is to provide services to a contractor appointed by the Client to complete the design and construction of the Project, and such agreement is appended to this Agreement, the Designer shall enter into such agreement with the Client and the contractor appointed to complete the design and construction of the project within a reasonable period of being requested to do so by the Client, providing that all fees and other amounts due have been paid.

7.6 - Rights of Third Parties

Except for the rights conferred by clause 7.5.2, nothing in this Agreement shall confer or is intended to confer any right to enforce any of its terms on any person who is not a party to it other than lawful assignees.

8.1 - Suspension

The provisions for suspension are:

8.1.1 The Client may suspend the performance of any or all of the Services and/or other obligations by giving not less than 7 days’ notice to the Designer specifying the Services affected and the reasons for such suspension.

8.1.2 The Designer may suspend performance of the Services and/or other obligations on giving not less than 7 days’ notice to the Client of the intention and stating the reasons for doing so in the event:

(a) that the Client fails to pay any fees or other amounts due by the final date for payment unless, where applicable, the Client has given effective notice under clause 5.15.2 of the intention to withhold payment of any part of a Designer’s account; or

(b) that the Client is in material or persistent breach of the obligations under this Agreement; or

(c) that the Designer is prevented from or impeded in performing the Services for reasons beyond the Designer’s reasonable control; or

(d) of force majeure.

8.1.3 The Designer shall cease performance of the Suspended Services and/or other obligations in an orderly and economical manner on expiry of the notice period after receipt or giving of a notice of suspension.

8.1.4 If the reason for a notice of suspension arises from a default:

(a) which is remedied, the Designer shall resume performance of the Services or other obligations within a reasonable period; or

(b) which is not remedied by the defaulting party, the other party shall have the right to treat performance of the Services or other obligations affected as terminated on giving reasonable written notice.

8.1.5 Where Services are suspended by the Client and not resumed within 6 months, the Designer shall have the right to treat performance of the Services and/or other obligations affected as terminated without further notice.

8.1.6 Any period of suspension arising from a valid notice given under clause 8.1.1 or clause 8.1.2 shall be added to the latest Timetable for completion of the relevant Services.

8.2 - Termination

The provisions for termination are:

8.2.1 The Client or the Designer may, by giving reasonable notice to the other, terminate performance of the Services and/or other obligations, stating the reasons for doing so and specifying the Services and obligations affected.

8.2.2 Performance of the Services and/or other obligations may be terminated immediately by notice from either party if:

(a) the other party commits an act of bankruptcy or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent, and/or makes any arrangements with creditors; or

(b) the Designer becomes unable to perform the Services through death or incapacity.

8.2.3 On termination of performance of the Services and/or other obligations, a copy of the Material not previously provided to the Client shall be delivered on demand to the Client by the Designer, subject to the terms of the licence under Clause 6.3 and payment of any outstanding fees and other amounts due under clause 5.19 plus the Designer’s reasonable copying charges.

8.2.4 If the Services are terminated due to the Client’s default, the Client shall pay the Designer for all Services performed up to the termination date, including any additional costs reasonably incurred by the Designer as a result of the termination.

8.2.5 If the Services are terminated for reasons other than the Client’s default, the Designer shall take all reasonable steps to mitigate any loss or costs resulting from the termination.

The Client and the Designer may attempt to settle any dispute or difference arising under the Agreement by negotiation or mediation, if suitable. If these methods are not suitable or do not resolve the dispute, either party may refer the matter to adjudication, arbitration, or legal proceedings by a person appointed by a mutually agreed-upon party.

9.1 - Adjudication

The Provisions for adjudication are:

9.1.1 Where a dispute or difference is to be referred to adjudication, the parties may agree on who shall act as adjudicator, or the adjudicator shall be a person nominated at the request of either party by a mutually agreed-upon party.

9.1.2 For the avoidance of doubt, the Adjudicator may allocate between the parties the costs relating to the adjudication, including the fees and expenses of the adjudicator, in accordance with the provisions of clause 5.20. This provision is ineffective unless it is confirmed in writing by the referring party to the other party and to the adjudicator after notice is given of the intention to refer the dispute to adjudication.

9.2 - Arbitration

The Provisions for arbitration are:

9.2.1 Without prejudice to any right of adjudication, where in the Project Data an arbitration agreement is made and either party requires a dispute or difference (except in connection with the enforcement of any decision of an adjudicator) to be referred to arbitration, then that party shall serve on the other party a notice of arbitration to that effect, and the dispute or difference shall be referred to a person to be agreed between the parties or, failing agreement within 14 days of the date on which notice is served, a person appointed by a mutually agreed-upon party on the application of either party.

9.2.2 Where the law of Scotland or Northern Ireland is the applicable law:

(a) The Client or the Designer may litigate any claim for a pecuniary remedy which does not exceed £5000 or such other sum as provided by order under section 91 of the Arbitration Act 1996;

(b) In such arbitration, the Construction Industry Model Arbitration Rules (CIMAR) current at the date of the reference shall apply; and

(c) The arbitrator shall not have the power referred to in Section 38(3) of the Arbitration Act 1996.

9.2.3 Where the law of Scotland is the applicable law, such arbitration shall be conducted under the rules set out in the current edition of the Scottish Arbitration Code for use in Domestic and International Arbitration.

9.3 - In-House Procedures

The Designer is expected to operate in-house procedures to promptly handle complaints and disputes relating to specific project or performance matters.

The Client, whether an individual or an organisation, has the right to cancel this Agreement for any reason by delivering or sending (including by electronic mail) a cancellation notice to the Designer at any time within the period of 7 days starting from the date when this Agreement was made. The notice of cancellation is deemed to be served 2 days after it is sent to the Designer by post or, in the case of an electronic communication, on the day it is sent to the Designer. If the Designer was instructed to perform any services before the Agreement was made or before the end of the 7-day period and the instruction or instructions were confirmed in writing, the Designer shall be entitled to any fees and expenses properly due before the Designer receives the notice of cancellation.

11.1 - Basic Fees

Initial Consultation:

£125 for up to 2 hours

Design Services Fee Structure

The design services provided by Parkinson Design for various types of projects are meticulously structured to ensure comprehensive coverage of all aspects of the design and construction process. The total fee for each project type is either specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment or calculated as a percentage of the Construction Cost. Note that the "Basic Fees" specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment should take precedence over percentage-based calculations. Below is the detailed fee allocation for Residential, Commercial, and Listed Building projects.

Design Services for Residential Projects

Total Fee: The total fee for design services on residential projects is either as specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment or calculated as 13% of the Construction Cost.

This fee is broken down as follows:

1. Concept Design: 2.5% of the Construction Cost

   • Involves the initial development of design ideas, including preliminary sketches, concept drawings, and consultations to establish the overall vision and scope of the project.

2. Conscientious Sustainable Design: 1.0% of the Construction Cost

   • Focuses on integrating sustainable practices and materials into the design to minimize environmental impact and promote energy efficiency throughout the project lifecycle.

3. Comprehensive Feasibility Studies: 1.0% of the Construction Cost

   • Includes detailed analysis to assess the practicality and viability of the project, such as site analysis, cost estimation, and identification of potential challenges and opportunities.

4. Streamlined Planning Applications: 2.5% of the Construction Cost

   • Preparation and submission of all necessary planning applications, ensuring compliance with local regulations and obtaining the required permits for construction.

5. Building Warrant Navigation: 3.0% of the Construction Cost

   • Managing the process of obtaining building warrants, including preparing detailed technical drawings and specifications to meet regulatory standards.

6. Dedicated Project Management: 1.5% of the Construction Cost

   • Comprehensive project management services to oversee the entire construction process, coordinating between various stakeholders, managing timelines, and ensuring quality control.

7. Precision Construction Drawings: 1.5% of the Construction Cost

   • Creation of detailed construction drawings and specifications that serve as a precise guide for builders and contractors, ensuring accurate execution of the design.

Design Services for Commercial Projects

Total Fee: The total fee for design services on commercial projects is either as specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment or calculated as 8% of the Construction Cost.

This fee is broken down as follows:

1. Concept Design: 1.5% of the Construction Cost

   • Initial development of design ideas, preliminary sketches, and consultations to establish the overall vision and scope of the project.

2. Conscientious Sustainable Design: 0.5% of the Construction Cost

   • Integration of sustainable practices and materials into the design to minimize environmental impact and promote energy efficiency throughout the project lifecycle.

3. Comprehensive Feasibility Studies: 0.5% of the Construction Cost

   • Includes detailed analysis to assess the practicality and viability of the project, such as site analysis, cost estimation, and identification of potential challenges and opportunities.

4. Streamlined Planning Applications: 1.5% of the Construction Cost

   • Preparation and submission of all necessary planning applications, ensuring compliance with local regulations and obtaining the required permits for construction.

5. Building Warrant Navigation: 2.0% of the Construction Cost

   • Managing the process of obtaining building warrants, including preparing detailed technical drawings and specifications to meet regulatory standards.

6. Dedicated Project Management: 1.0% of the Construction Cost

   • Comprehensive project management services to oversee the entire construction process, coordinating between various stakeholders, managing timelines, and ensuring quality control.

7. Precision Construction Drawings: 1.0% of the Construction Cost

   • Creation of detailed construction drawings and specifications that serve as a precise guide for builders and contractors, ensuring accurate execution of the design.

Design Services for Listed Building Projects

Total Fee: The total fee for design services on listed building projects is either as specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment or calculated as 15% of the Construction Cost.

This fee is broken down as follows:

1. Concept Design: 2.5% of the Construction Cost

   • Initial development of design ideas, preliminary sketches, and consultations to establish the overall vision and scope of the project.

2. Conscientious Sustainable Design: 1.5% of the Construction Cost

   • Integration of sustainable practices and materials into the design to minimize environmental impact and promote energy efficiency throughout the project lifecycle.

3. Comprehensive Feasibility Studies: 1.5% of the Construction Cost

   • Includes detailed analysis to assess the practicality and viability of the project, such as site analysis, cost estimation, and identification of potential challenges and opportunities.

4. Streamlined Planning Applications: 3.0% of the Construction Cost

   • Preparation and submission of all necessary planning applications, ensuring compliance with local regulations and obtaining the required permits for construction.

5. Building Warrant Navigation: 3.5% of the Construction Cost

   • Managing the process of obtaining building warrants, including preparing detailed technical drawings and specifications to meet regulatory standards.

6. Dedicated Project Management: 1.5% of the Construction Cost

   • Comprehensive project management services to oversee the entire construction process, coordinating between various stakeholders, managing timelines, and ensuring quality control.

7. Precision Construction Drawings: 1.5% of the Construction Cost

   • Creation of detailed construction drawings and specifications that serve as a precise guide for builders and contractors, ensuring accurate execution of the design.

For business projects, any adjustments to the scope of work must be mutually agreed upon in writing and may result in additional fees as outlined in the updated project agreement.

11.2 - Additional Services

3D Visualisation:

• £100 per hour

3D Printing:

• £80 per hour plus material, energy & print time costs

Artwork Contributions:

• £120 per hour

Illustration:

• £100 per hour

AI Image Generation Consultation:

• £100 per hour

Retainer Fees:

• £1200 per month (for ongoing consultation and minor updates)

11.3 - Printing and Reproduction Costs

A4:

• Black & White: £0.10 per page

• Colour: £0.50 per page

A3:

• Black & White: £0.20 per page

• Colour: £1.00 per page

A2:

• Black & White: £1.00 per sheet

• Colour: £2.00 per sheet

A1:

• Black & White: £2.50 per sheet

• Colour: £5.00 per sheet

A0:

• Black & White: £5.00 per sheet

• Colour: £10.00 per sheet

11.4 - Travel and Transport

Mileage:

• £0.45 per mile

Public Transport:

• Actual cost as per receipt

Parking Fees:

• Actual cost as per receipt

Congestion Charges:

• Actual cost as per receipt

Taxis:

• Actual cost as per receipt

11.5 - Postage and Courier Services

• Actual cost as per receipt; and/or

• as specified in the Shipping Policy:

  https://www.parkinsondesign.studio/shipping-policy

  
  

11.6 - Communication Costs

Telephone Calls:

• £0.10 per minute

Mobile Phone Calls:

• £0.20 per minute

Fax Transmission:

• £1.00 per page

Internet and Email Costs:

• £0.05 per email

11.7 - Planning and Statutory Fees

Planning Application Fees:

• Actual cost as per receipt

Building Control Fees:

• Actual cost as per receipt

OS Location Maps:

• Actual cost as per receipt

Utility Searches:

• Actual cost as per receipt

11.8 - Specialist Consultants and Sub-consultants

Fees for Appointed Specialists:

• Actual cost as per receipt plus 10% administration fee. The administration fee may be negotiable for business clients based on project scope.

11.9 - Accommodation and Subsistence

Hotel Accommodation:

• Actual cost as per receipt (up to £150 per night)

Meals and Subsistence:

• Actual cost as per receipt (up to £50 per day)

11.10 - Materials and Supplies

Office Supplies:

• £5.00 per month

Special Materials for Model Making, 3D Printing, etc.:

• Actual cost as per receipt

11.11 - Software and Licensing Fees

Special Software Licences:

• Actual cost as per receipt

Renewal of Software Licences:

• Actual cost as per receipt

11.12 - Insurance Premiums

Professional Indemnity Insurance (if applicable):

• Actual cost as per receipt

Public Liability Insurance (if applicable):

• Actual cost as per receipt

11.13 - Legal and Professional Fees

Legal Advice:

• Actual cost as per receipt

Professional Fees:

• Actual cost as per receipt

11.14 - Miscellaneous

Any other necessary and reasonable expenses not listed above:

• Actual cost as per receipt

11.15 - Payment Terms

• Payment for services rendered to business clients is due within 30 days of invoicing, unless otherwise agreed in the Letter of Appointment.

11.16 - Notes

• All expenses must be supported by valid receipts or invoices.

• Disbursements are billed at cost plus an administration fee where applicable.

• Parkinson Design reserves the right to revise the rates for disbursements and expenses annually based on changes in the Consumer Price Index (CPI).

• Time charge rates and Disbursements may be subject to increase annually.

• This clause 11 applies to all projects, including those related to residential properties (primary or secondary homes) and business premises, regardless of whether the client is acting in a personal or professional capacity. This clause is applicable to consumers, organizations, and business entities, including limited companies, unless explicitly stated otherwise in the Letter of Appointment.

• The "Basic Fees" specified in the "Schedule of Fees, Disbursements & Expenses" as part of the Letter of Appointment take precedence over this clause 11.

• The Parkinson Design Shipping Policy takes precedence over clause 11.5. You can view the Shipping Policy here: https://www.parkinsondesign.studio/shipping-policy

These Terms of Service and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICES PROVIDED. CERTAIN UK LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable solicitors’ fees and expenses, made by any third party due to or arising out of:

• Your Contributions: Any content or materials you submit to the Services.

• Use of the Services: Your activities and actions while using the Services.

• Breach of these Terms of Service: Any failure to comply with these Terms.

• Breach of Representations and Warranties: Any failure to uphold the representations and warranties set forth in these Terms.

• Violation of Third-Party Rights: Infringement on the rights of any third party, including intellectual property rights.

• Harmful Acts: Any overt harmful act toward another user of the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

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Please review our Privacy Policy:

https://www.parkinsondesign.studio/privacy-policy.

By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Services are provided in the United Kingdom. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Services, you are transferring your data to the United Kingdom, and you agree to have your data transferred to and processed in the United Kingdom.