Standard Terms and Conditions

STUDIO TASHKEEL ARCHITECTURE LTD.

Issued May 2026 · Version 1.1

These Standard Terms and Conditions (the “Terms”) govern all work undertaken by Studio Tashkeel Architecture Ltd. (registered in England and Wales, the “Practice” or “STA”) for the Client named in the Fee Proposal to which these Terms are attached.

These Terms apply unless specifically amended in writing by STA prior to the commencement of work. The contract is between the Client and STA. Where the Fee Proposal and these Terms are inconsistent, the Fee Proposal shall prevail.

1. SCOPE AND PROGRAMME

1.1 Scope of Work

The scope of work is defined in the Fee Proposal. STA shall exercise reasonable skill, care and diligence consistent with the standards reasonably to be expected of a competent architectural design consultant providing comparable services.

1.2 Programme

STA will make every reasonable effort to meet the programme set out in the Fee Proposal. STA shall not be liable for delays or consequential costs caused by matters outside its reasonable control, including delays by the Client, statutory authorities, third-party consultants or contractors.

1.3 Validity of Fee Proposal

Fee Proposals are valid for 30 days from the date of issue unless stated otherwise. Where work is placed on hold, delayed by lengthy appeals, or otherwise paused for more than 6 months in any one stage, STA reserves the right to review and revise fee agreements.

1.4 Variations

Any change in scope, design direction, planning strategy or programme will be agreed in writing as a variation prior to additional work being undertaken. Variations will be quoted as a fixed lump sum where possible, or charged at the prevailing hourly rate where lump sum quotation is impractical.

1.5 Annual Rate Review

STA reserves the right to review and amend its hourly rates and fee scales annually on 1 January, and at interim dates should exceptional circumstances require. Where rates are revised, previously fixed-priced stages will be honoured at the original rate; subsequent stages may be subject to adjustment.

2. FEES, INVOICING AND PAYMENT

2.1 Invoicing

STA will invoice the Client at the stages set out in the Fee Proposal. Where project changes necessitate interim invoicing due to delay or scope adjustment, STA will issue these as required.

2.2 Deposit

A non-refundable deposit of 30% of the agreed fee, or for staged appointments 30% of the first stage fee, is payable on instruction before STA commences work. The deposit confirms the Client’s instruction and reserves STA’s resource. It is non-refundable in the event of cancellation by the Client, and will be credited against the first invoice or the relevant stage fee.

2.3 Payment Terms

Invoices are payable within 14 days of the date of issue.

2.4 Late Payment

In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, STA is entitled to charge statutory interest at 8% above the Bank of England base rate on overdue sums, together with the fixed compensation provided for under that Act. Time spent chasing overdue invoices will be charged at STA’s prevailing hourly rate. Costs of debt recovery, including any solicitors’ or court fees, will be recoverable from the Client.

2.5 Suspension for Non-Payment

If fees remain unpaid beyond their due date, STA reserves the right to suspend its services until payment is made, with no financial penalty to STA. STA further reserves the right to withdraw or refrain from submitting documentation or applications, including planning applications, appeals, building control submissions, tender packages and construction information, in the event of dispute or non-payment, with no financial penalty to STA.

2.6 Lien

STA has a general lien on all documents, drawings, models and communications produced by STA in respect of which STA’s rendered invoices remain unpaid.

2.7 Expenses and Disbursements

Invoices will include reimbursement of reasonable expenses associated with the work, including travel, accommodation, subsistence, printing, computing and similar items. Exceptional expense charges, for example large-format Ordnance Survey mapping or specialist data licences, will be charged in addition to the standard expenses handling rate.

2.8 VAT

VAT is applied at the prevailing standard rate (currently 20%) on all invoices.

2.9 Out-of-Hours Working

Work undertaken outside the working hours of 9:00am to 5:00pm Monday to Friday, including weekends and public holidays, will be charged at twice the prevailing hourly rate. Out-of-hours work will be notified to the Client for approval prior to commencement.

3. SUB-CONSULTANTS AND STATUTORY FEES

3.1 Sub-Consultants Appointed by STA

Where STA appoints sub-consultants on the Client’s behalf as set out in the Fee Proposal, sub-consultant fees shall be passed through to the Client at cost plus 15% handling. STA acts as principal client for these appointments and reconciles invoicing.

3.2 Sub-Consultants Appointed Directly by Client

Where consultants are appointed directly by the Client, those consultants shall be paid and instructed directly by the Client. Responsibility for the scope, performance and timeframes of those works rests with the relevant consultant. STA accepts no liability for the works of consultants it has not appointed.

3.3 Local Authority and Statutory Fees

Local Authority application fees, Planning Portal service charges, Building Control fees, statutory consultation fees and similar disbursements are payable by the Client direct to the relevant authority unless STA has expressly agreed in the Fee Proposal to handle these on the Client’s behalf. Responsibility for the timeframes and outputs of statutory authorities rests with the relevant authority.

4. INTELLECTUAL PROPERTY AND DIGITAL FILES

4.1 Copyright

Copyright in all drawings, models, specifications, reports and other documents produced by STA remains with STA at all times.

4.2 Licence to Use

Subject to payment of all fees due, the Client is granted a non-exclusive licence to use STA’s deliverables for the purposes of the appointed project only. The licence does not extend to any other project, site or development, nor to any third party without STA’s prior written consent.

4.3 Native CAD and Digital Files

Native digital files (including .dwg, .dxf, .rvt, .pln, .skp, .ifc and similar formats capable of manipulation by others) are not released as standard. STA retains ownership of all native digital files. The Client’s licence under clause 4.2 extends to PDF and image deliverables only.

5. LIABILITY, INSURANCE AND LIMITATIONS

5.1 Limitation of Liability

STA’s total aggregate liability to the Client under or in connection with this appointment, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the lesser of (a) the sum of £2,000,000 (two million pounds sterling) or (b) the limit of STA’s Professional Indemnity insurance from time to time in force.

5.2 Net Contribution

STA’s liability to the Client shall be limited to that proportion of the Client’s losses, damages, costs and expenses which it would be just and equitable for STA to pay, having regard to the contribution to the same losses, damages, costs and expenses by other consultants, contractors, sub-contractors and specialists engaged on or in connection with the project. For the purposes of this clause, it shall be assumed that all such other parties have provided contractual undertakings on terms no less onerous than those set out in this appointment, and have paid to the Client such proportion as it would be just and equitable for them to pay, having regard to the extent of their responsibility.

5.3 Time Bar

No action or proceedings under or in respect of this appointment shall be commenced against STA after the expiry of 6 years from (a) the date of practical completion of the construction works to which the appointment relates, or (b) where no construction follows, the date of STA’s final invoice for the appointment, whichever is the earlier.

5.4 Reliance on Information

Where STA relies on information, surveys, drawings or reports provided by the Client or by third parties, STA shall not be liable for defects, errors or omissions in that information. The Client shall indemnify STA against any claim arising from STA’s reasonable reliance on such information.

5.5 Excluded Certifications

STA’s services and Professional Indemnity insurance do not extend to the issue of lender’s certificates, warranties, collateral warranties or similar third-party certifications, including but not limited to certificates required by the Council of Mortgage Lenders, UK Finance, the Building Safety Regulator or equivalent bodies. Any such certification, if required, shall be the subject of a separate written agreement.

5.6 Professional Indemnity Insurance

STA maintains Professional Indemnity insurance of £5,000,000 any one claim, together with Public Liability and Employer’s Liability cover. Evidence of insurance is available on request.

6. TERMINATION AND SUSPENSION

6.1 Termination by Client

The Client may terminate STA’s appointment at any time by written notice. Upon termination, STA will cease work immediately on receipt of written instruction and will invoice for the percentage of stage works completed and/or hourly time spent up to the point of termination, as determined by STA acting reasonably.

6.2 Termination by STA

STA may terminate this appointment by written notice if (a) the Client fails to pay an invoice within 30 days of its due date, (b) the Client persistently fails to provide instructions or information necessary for STA to proceed, (c) the Client becomes insolvent or enters into administration, liquidation or a similar arrangement, or (d) the Client materially breaches these Terms and fails to remedy that breach within 14 days of written notice. In the event of termination by STA, STA shall be entitled to invoice for all work undertaken to the date of termination.

6.3 Effect of Termination

Termination shall not affect any rights, remedies, obligations or liabilities of the parties accrued up to the date of termination, including the right to claim damages in respect of any breach existing at or before the date of termination.

7. CLIENT OBLIGATIONS AND COMPLIANCE

7.1 Anti-Money Laundering

In accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, STA may require the Client to provide identification documents and evidence of source of funds prior to the commencement of work. STA reserves the right to decline or terminate an appointment where adequate identification cannot be obtained.

7.2 Data Protection

STA processes personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018. STA acts as data controller in respect of personal data collected from the Client, and as data processor where it processes personal data on the Client’s behalf. Further information is set out in STA’s Privacy Notice, available on request.

7.3 Personal to the Client

This appointment is personal to the Client named in the Fee Proposal. STA’s services, advice and deliverables are for the named Client’s benefit only and may not be relied upon by, assigned to or transferred to any other person or organisation without STA’s prior written consent.

7.4 Third-Party Reliance

No rights or benefits under this appointment are conferred on any person other than the parties to it. The Contracts (Rights of Third Parties) Act 1999 is excluded.

8. GENERAL

8.1 Photography and Publicity

STA reserves the right to take photographs of the project, by its own personnel or by professional photographers, for portfolio, publicity and marketing purposes. At the Client’s written request, STA will anonymise the project name and location in any publicity or marketing material.

8.2 Governing Law

This contract is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the English courts.

8.3 Dispute Resolution

Any dispute or difference arising out of or in connection with this appointment shall first be the subject of good-faith discussion between the parties. Where discussion does not resolve the dispute, the matter shall be referred to arbitration by a person to be nominated by the President of the Chartered Institute of Arbitrators.

8.4 Entire Agreement

These Terms, together with the Fee Proposal to which they are attached, constitute the entire agreement between the parties in relation to the appointed work, and supersede any prior agreement, representation or understanding.

8.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

9. HOURLY RATES AND MILEAGE

STA’s prevailing hourly rates and mileage charge are as follows. These rates apply to variation work, additional services, out-of-scope items and time spent chasing overdue invoices, and are subject to annual review under clause 1.5.