Terms of service.

Terms & Conditions

This document forms the basis of Agreement for the Appointment of Virtual CBS Ltd

In this Agreement references to “we”, “us” and “our” are references to Virtual CBS Ltd. References to “you” or “the Client” are references to you.

Your relationship is solely with Virtual CBS Ltd and has the sole legal liability for the work done for you and for any act or omission in the course of that work. No member, consultant or employee of Virtual CBS Ltd will have any personal legal liability for that work whether in contract, tort or negligence. In particular, the fact that an individual member, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean that he or she is assuming any personal legal liability for that letter or document.

ROYAL INSTITUTE OF CHARTERED SURVEYORS (RICS) REGULATED FIRM

We are proud to be a full member of the RICS having gain Chartered status. Our company is regulated by the RICS which sets us apart from other companies. We are able to offer a service that provides the highest standards within our profession and peace of mind to our Clients.

Firms that are Regulated by RICS follow the RICS Rules of conduct for firms, this includes having: • Adequate Professional Indemnity Insurance (PII)
• A complaints-handling procedure
• A training program for all employees

• Continuing Professional Development (CPD) A complaints-handling procedure

PERFORMANCE OF SERVICES

Our services shall be performed exercising all the reasonable skill, care and diligence to be expected of a properly qualified and competent consultant experienced in carrying out work of a similar nature, size, scope, and complexity as the instruction.

We will update you with the progress on your Project regularly and communicate with you in plain language through our customer portal. If you prefer a particular mode of communication please let us know, however through our experience, the customer portal is the best way to manage and keep up to date with your project.

If at any time you want an update please ask. Usually, we will respond to an email or phone call from you within two working days.

THE COSTS & TIMESCALES

Our fees vary depending on the size and complexity of the project, and are charged either on a fixed fee, percentage fee or at an hourly/ day rate. You agree to pay the company’s fees as detailed in the quotation and any additional sums, which are agreed upon between you and the Company for the provision of the Specified Service.

If there is more complexity, additional options or more interaction than with a ‘typical project’ there may be a requirement to undertake more hours to deliver the project.

In addition to the fees referred above, additional fees shall be payable if the Company, for reasons beyond its control, is involved in extra work or incurs extra expense, such as where: 


  • the scope of the Specified Service is varied by the Client;

  • it is necessary to vary any item of work commenced or completed due to the nature of the Project;

  • services by others are not provided or are delayed;

  • the Client requests amendments to any sketch designs, scheme level drawings or detail level drawings submitted by the Company;

  • no additional fees shall be incurred without the prior written authority of the Client.

    Fees are chargeable for the time Virtual CBS Ltd devotes to your project. Should you choose to stop work on your project, Virtual CBS Ltd reserves the right to calculate the fees due based on the hours logged to your project, up until the date we are told to cease work. This will be charged at either a percentage of the work completed at that stage or hours expended. All fees are payable within 7 days from issue of an invoice. Virtual CBS Ltd retains the discretion to charge interest on late payments at 8% above base rate per month or part thereof following 30 days of the invoice date. We may issue court proceedings against you to recover the outstanding debt, interest and our costs.

The Company shall invoice the Client following the provision of each stage of the Specified Service as specified in the Order Form. All Fees and any additional sums payable including (without limitation) expenses shall be paid by you to the Company no more than 48 hours before the delivery of the services.

The Client shall pay the expenses specified in the Order Form. Expenses other than those specified shall only be charged with the prior authorisation of the Client.

Disbursements are not included. These will include but not be limited to fuel, printing and purchase of Ordnance Survey location maps.

We will also give you guidance about the likely time scale for each Stage. All timescales cited will assume a prompt response from parties external to Virtual CBS Ltd providing us with any necessary information or access. We can accept no liability for any delay or loss which accrues due to prevarication or Virtual CBS Ltd.

The structure of payments is usually monthly billing or otherwise stated/expressly agreed, no variance from this structure is permitted save for the express agreement of Virtual CBS Ltd.

If a bill is not paid within 7 days, we may not continue dealing with your project until the bill is paid in full and we may not accept further instructions from you on this or any other matter. We will also exercise a lien over any relevant papers, plans or goods until the bill is paid in full.

Clients can request to be kept informed of progress on each individual Stage and an update of costs. If it looks likely that there will be more hours required you will be informed as soon as this situation becomes apparent so that you will have the opportunity to de-scope the project stage if possible or agree to carry on.

Time is charged for all activities, including but not limited to, delivery of each stage, travel to and from site and other meetings, telephone calls and emails. .

We review our fee rates on 01 January and 01 July each year. We will communicate any changes with you.

Disbursements

In addition to the fees charged Virtual CBS Ltd will be reimbursed for all expenses and disbursements properly incurred in connection with the Project. We will maintain records of all such expenses and disbursements and will make these records available to the client on reasonable request.

Travel: Will be charged at £0.60 per mile from OX27 0EP.

Printing: Drawings are supplied in PDF format. If you would like paper copies, printing expenses are as follows:

A1: £2.50 each A3: £0.60 each A4: £0.20 each

Other Costs
When the appointment of specialist consultants is required we expect that appointment to be made direct by our clients to provide a separate contractual relationship. Costs of consultants working under our control are to be met directly by our clients unless otherwise agreed.

Where access to premises is arranged but is not available at the confirmed time and date, resulting in an abortive visit, we reserve the right to charge for additional time spent and expenses incurred.

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Payment on Account & Interim Billing

We may ask you from time to time for a sum on account of our fees and/or disbursements that we may incur on your behalf. The amount paid on account is generally for 50% of the estimated charges for the initial Stage and invoices will be generated at the end of each calendar month thereafter and/or at the end of the Stage – whichever comes sooner. Unless otherwise agreed, it is our practice that all remaining Fees and any additional sums payable including (without limitation) expenses shall be paid by you to the Company no more than 48 hours before the delivery of the specified service.

We expressly reserve the right to render “interim statute bills” where appropriate. An interim statute bill is a final bill for the work done during the period that the bill is stated to cover.
What does this mean – This is simply saying that if a project is put on hold for an extended period – or a client decides not to proceed before finishing any particular stage we will invoice for the hours consumed up to that point.

Exclusions

Local Authority/third party fees are not included in the fee payable to Virtual CBS Ltd, and are payable direct to the Council/service provider.

DRAWINGS

All drawings & documentation will be kept on record for six months after which they may well be removed from our archive. Where printed copies of drawings are required or changes required outside of the quoted works Virtual CBS Ltd reserves the right to levy a charge for the cost of generating these.

Virtual CBS Ltd excludes responsibility for losses due to work based on dimensions, drawings, or other materials supplied by the client, or for losses due to work carried out from drawings reproduced by third parties. Virtual CBS Ltd is not responsible for any building work that is carried out using these drawings. All dimensions on drawings or in documents are to be checked on-site before work commences. Any discrepancies found in drawings are to be reported to Virtual CBS Ltd immediately. Virtual CBS Ltd excludes responsibility for any losses where this procedure is not followed.

All drawings, documents, and information remain the copyright of Virtual CBS Ltd, or remain the property of the supplier of the original material. CAD (dxf/dwg) files will not be supplied to clients and can only be supplied to external agencies with the express permission of one of the Partners.

What does this mean – This is very standard. We have spent years setting up templates and CAD files that we now use which could be very valuable to a competitor so we will only issues plans as PDFs and not the raw CAD (DWG etc format files). It can also result in problems if kitchen designers, interior designers, or others take our plans and then start working on them. If later there is a problem with a dimension it becomes very difficult to then understand where liability lies.

All physical drawings, notes, and documentation or electronic documents produced remain the property of Virtual CBS Ltd until all fees relating to that work are paid. Copyrights remain with Virtual CBS Ltd.

Virtual CBS Ltd do not accept any responsibility or liability for any work undertaken by Builders, Contractors, or other individuals using out-of-date drawings or drawings not showing Approved by either the Council or notified

Authorised Inspector annotations. It is the responsibility of the Client to ensure, at the point where building work commences, that the Contractor is provided with Approved Plans. Failure to build to approved plans may lead to Council enforcement action for which Virtual CBS Ltd will not be held responsible.

Should additional detail be required to be generated to satisfy a Party Wall Surveyor this will be undertaken at our usual hourly rate.

The property and any copyright or other intellectual property rights in any Output Material shall, unless otherwise agreed in writing between the Company and the Client, belong to the Company.

Subject to payment of the Company’s Fees, you shall have a licence to copy and use and allow other consultants and contractors providing services to the Client to use and copy Output Material for purposes related to the implementation of the Project to which the Specified Services relates, provided that:

  • the Company shall not be liable if the Output Material is used for any purpose other than that for which it was prepared;

  • in the event of the Client being in default of payment of any fees or other amounts due, the Company may suspend use of the

    licence on giving seven days notice of its intention to do so. Use of the licence may be resumed on receipt of outstanding amounts.

    The Client warrants that any Input Material and its use by the Company for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and you shall indemnify the Company and keep them fully and effectually indemnified against any loss, damages, costs, expenses or other claims arising from any such infringement.

YOUR RESPONSIBILITIES

You will provide us with clear, timely, comprehensive and accurate instructions. You shall inform us of the Project Brief, you Budget for the construction works, Project Programme and the Specified Services you require and any subsequent changes required, and agree steps to mitigate the consequences.

You will provide us with information free of charge regarding the site/building such as boundary lines, restrictive easements or covenants, and legal descriptions in a timely manner. Virtual CBS Ltd excludes all liability for losses that arise from any of these. You shall ensure you are legally allowed to extend or undertake the specified project prior to the appointment of Virtual CBS Ltd.

You will let us know promptly of any changes to your name, address or other contact details and if any other information you have given us has changed.

Your Local Authority or Building Control Department may request that structural, wildlife or similar surveys are carried out by hired professionals. Should this happen, Virtual CBS Ltd will not cover these costs but will aim to make you aware of these requirements as soon as possible.

Virtual CBS Ltd will always work closely with clients and the Council Planning Department to generate designs that will be acceptable to both; however we can make no guarantees that Planning Permission or Building Regulation Approval will be granted for your proposed building work.

You will appoint or otherwise engage any Other Client Appointments required to perform work or services under separate agreements and require them to collaborate with the company. You shall confirm in writing to the Company the work or services to be performed by the Other Client Appointments. You will hold these appointments, and not the Company, responsible for the proper carrying out and completion of the work or services entrusted to them.

The client will employ a contractor under a separate agreement to undertake the construction or other works. The client will hold the contractor, and not the company, responsible for the contractors’ operational methods and for the proper execution of the works.

AUTHORITY YOU GIVE US

You expressly give us authority:

• To take all steps that we consider reasonable in the conduct of your project and to incur disbursements (i.e. fees to third parties for the conduct of your project)

• To keep your documents in electronic format only

• To deliver our invoices to you using electronic communication


ENDING OUR RELATIONSHIP
You may end your instruction to us at any time.
We may decide to stop acting for you only for good reason e.g. if you do not pay an invoice or any monies requested on account within a reasonable time, if we identify a possible conflict of interest, if the professional relationship has broken down, if timely responses are not received or you have failed to comply with the requirements of the Construction Design & Management Regulations. In any event we will give you reasonable notice that we will stop acting for you.

If we decide we should stop acting for you, you must pay all our fees and expenses due up to that point. If we have agreed an estimate of charges for a Stage our charges will be a proportion of that estimate according to how many hours have been consumed. 

If we decide to cease acting for you we will explain possible options to you.


COMPLAINTS
We hope that you will not have cause for complaint but if you do, please contact jonathan@architectsmiltonkeynes.co.uk who will investigate your complaint.
In the event that you have a complaint, you will have access to the company’s Complaints Handling Procedure. Where the dispute remains unresolved either party may refer the dispute to an adjudicator/arbitrator. The adjudication/arbitration shall be conducted in accordance with the Construction Industry Council Model Procedures current at the time of entering into the agreement.


PROFESSIONAL INDEMNITY INSURANCE
Unless otherwise specifically agreed in writing, our liability arising from any breach of the terms of this Agreement, whether in contract, tort, statute or otherwise, howsoever and whenever such liability was or is incurred, shall be strictly limited to the sum of £1,000,000 in respect of each and every claim and no action or proceedings for any breach of our Agreement shall, in any event, be commenced after the expiry of 6 years from the date of the completion of our services under our Agreement.


ASBESTOS
It is your responsibility to instruct a full asbestos survey prior to our site visit and inform us of any asbestos within your property. It is your responsibility to provide this report to us and to any contractor that surveys and commences work on your property.
We accept no liability for claims related to asbestos unless and until a claim arises as a direct result of a negligent act, error or omission committed by us or alleged to have been committed by us in the conduct of our professional business but only then to the extent that the claim is for the cost of re-performance of the work or rectification or remediation and/or involves a claim made in respect of any diminution in value of buildings or structures (or any part of either or both of them). We shall not be liable in respect of any bodily injury including any psychological damage or mental stress or impairment, or damage to property other than that part of the building or structure which requires re-performance of our work or rectification.

CDM REGULATIONS

Virtual CBS Ltd accepts no responsibility as the Principal Designer under the Construction (Design and Management) Regulations 2015 unless specifically agreed in writing to coordinate and manage the project rather than this role automatically passing to the principal contractor. Where no such agreement is made, the principal contractor will automatically take over the project management responsibilities.

POLLUTION

We accept no liability for pollution, either direct or indirectly, in relation to all matters with the exception of claims or losses arising from a negligent structural design, specification or failure to report a structural defect in a property, provided further that this relates only to that part of any claim which relates to the cost of redesigning, respecifying, remedying or rectifying the defective structure but not to the cost of loss or damage to the environment or consequential or other losses of value.

THIRD PARTIES

Our drawings are for the use of the Client(s) for whom they are prepared and must not be reproduced in whole or in part or relied upon by any third party without our express written authority.

Where we incorporate documents and drawings produced by third parties into our reports we accept no liability for their content.

COMMUNITY INFRASTRUCTURE LEVY (CIL) CHARGES

Virtual CBS Ltd accepts no responsibility for the completion of any CIL information forms, submission of CIL exception or reduction forms, or any other form in connection with CIL charges. It is the Client’s responsibility to deal with the local council on all matters relating to these charges.

GOVERNING LAW

The application and interpretation of our appointment shall in all respects be governed by English law and any disputes or differences arising under it shall be referred to the English courts to be finally determined.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Nothing in our Agreement shall either confer or purport to confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999 other than those rights which are specifically preserved and protected herein.

CUSTOMER PROTECTION REGULATIONS

If we have met with you away from our office and agreed to undertake your Project or if we have agreed to undertake your project following a telephone conversation or by exchange of emails (or other electronic communication), and if we are acting for you for purposes which are outside your business, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to our agreement with you. That means that you have the right to cancel our agreement without charge at any time within fourteen days of your acceptance of these terms. If you wish to do so you must inform us of your decision to cancel in writing. If you request us to start straightaway you will still have the right to cancel, but you must pay for the value of the service that is provided up to the point you cancel. If the service is provided in full within 14 days the right to cancel will be lost.

THE LEGAL CONTRACT BETWEEN US

Delivery of these Terms of Business to you, at any time during the period we are instructed by you, forms part of the contract between us from time to time. Subject to any prior agreement between us these Terms will apply to work undertaken by both before and after these Terms have been delivered to you. Any dispute arising from this agreement is to be governed by the law of England and Wales and considered exclusively by the English and Welsh Courts.

COMPANY’S PROMOTIONAL RIGHTS

The Client agrees to permit the Company:

  • for the duration of the Client’s Project to erect a sign outside the Project Location to advertise the Company’s services;

  • to take photographs and shoot videos of the Client’s Project (both internal and external) and publish such resulting images and

    videos (including still images derived therefrom) in any medium or in any format for the sole purpose of promoting the business of

    the Company;

  • to use Client testimonials given or made in relation to a Project in any Company promotional material (offline and digital); and

  • to publish and disseminate for promotional purposes any images of designs, drawings, visualisations and models of work in

    progress at any stage during, on or after completion of a Project. 


    All intellectual property rights in photographs, videos, images of designs, drawings, models, visualisations, or the like, shall vest in and belong absolutely to the Company.

    STATUTORY REQUIREMENTS

    Unless otherwise agreed in the Specified Services, you shall be responsible for making necessary applications for planning permission and approval under building acts, regulations and other applicable statutory requirements, and applications for consent by freeholders and all others having an interest in the Project. You shall pay any statutory charges and fees and any expenses and disbursements made in respect of such applications.

    You acknowledge that, unless expressly agreed in the Specified Services, for the purposes of the CDM, the Company is not:

    (i) in control of or responsibility for the pre-construction phase of the Project; or

    (ii) principal designer or principal contractor of the Project.

    The Client warrants that it shall comply with its obligations under the CDM, including the appointment of a third party as principal contractor and/or principal designer under CDM Regulation 5(1).

    OTHER APPOINTMENTS

    Unless otherwise expressly agreed in writing by You and the Company, you shall appoint and pay any consultants and other persons in accordance with the Client’s contract with such consultants and/or persons. The appointment of the Company shall be limited to the Specified Service as detailed in the Order Form.

    You shall, in respect of any work or services in connection with the Project performed or to be performed by any person other than the Company:


  • hold such person responsible for the competence and performance of his services and for visits to the site in connection with work undertaken by him;

  • hold any principal contractor and/or other contractors responsible for his management and operational methods, for the proper carrying out and completion of their works and for health and safety provision.


    If at sometime the Company’s website contains details of consultants and other persons including surveyors, engineers and builders, such details are provided for information purposes only and the Company makes no warranty or representation as to the competency or otherwise of, and in no way endorses, such persons. In engaging such persons the Client shall rely on his own assessment and judgment.

    In the event of the Company being specifically instructed in writing to arrange a land survey, such survey shall be limited to the provision of measured drawings. The survey will not address


  • the condition of any property;

  • its suitability for the Project; or

  • any structural issues.

WARRANTIES & LIABILITY

The Company warrants to you that the Specified Service will be provided using reasonable care and skill in conformity with the professional standards usually expected of the Company.

Where the Architect supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Company is acting as agent of that third party and the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to you or procure the assignment of the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company.

The Company shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or from any other fault of you.

The purpose of Virtual CBS Ltd is to enable every Client access to a tailor-made service, which suits their project and budget. The degree of involvement and control of each Project will vary according to each Client’s requirements and resources. In recognition of the uncertainty of the degree of involvement of the Company in any Project and to enable the Specified Service to be provided at the most competitive price possible, the parties agree that the liability of the Company under and in connection with this Contract shall be limited and the client’s attention is drawn in particular to the limitation of liability provisions within this agreement.

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law excluded from the Contract.

Except in respect of death or personal injury caused by the Company or any of their employees’, agents’ and sub-contractors’ negligence or fraudulent misrepresentation or as expressly provided for in these Conditions the Company shall not be liable to the Customer for any:


  • indirect or consequential loss or damage (whether for loss of profit, loss of business or otherwise);

  • costs:

  • expenses; or,
    • other claims for consequential compensation whatsoever and howsoever caused which arise out of or in connection with the Contract.

    In no event shall the Company be liable for any amount in excess of the aggregate charges paid by the Client for the Specified Services.

    The Company shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of their respective obligations in relation to the Specified Service if the delay or failure was due to any cause beyond their reasonable control.

    The company specifically makes no warranty:

  • that the Specified Service will be completed in accordance with any programme or timetable for the Project;

  • that planning permission or any other statutory consent required for the successful completion of the Project will be granted;

  • as to the performance, work or products of others;

  • the solvency of any other body appointed by the Client whether or not such appointment was made on the advice of or procured by

    the Company;

  • the discovery at any time of previously unknown conditions that were not reasonably foreseeable (such as ground conditions etc.).

    The Company gives no warranty and excludes all liability for any service or advice provided to you in respect of any Project taking place outside the UK, to the extent that this is permitted by the laws of the jurisdiction in which the Project is carried out or the Specified Service performed.

SUPPLY OF THE SPECIFIED SERVICE

The Company shall provide the Specified Service to you subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by the Company and you.

You shall at his own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Company to provide the Specified Service in accordance with the Contract. The Client warrants and represents the accuracy of all Input Material and acknowledges that the Company will rely upon the accuracy of the Input Material.

Responsibility for the safe keeping of all Output Material shall be at the sole risk of you from the time of delivery to the Client.

An invitation will be issued by the Company to you to allow access to the on-line Customer Portal (Basecamp). The Client agrees that the portal may be used to store and share all project related Documents, Input Material, Output Material and Order Forms solely between the Client and the Company and use of the portal shall be accessible by the Company to communicate and share, view, upload and download documents and materials relating to the Project.

The Specified Service shall be provided in accordance with the Order Form and otherwise in accordance with the Company’s current information or published information on its website relating to the Specified Service from time to time, subject to these Conditions.

Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Company’s information or website may be made available on written request.

The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client unless such errors or omissions amount to fraudulent misrepresentation.

GENERAL

These Conditions (together with the terms, if any, set out in the Order Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its principal place of business or by email with electronic confirmation of transmission.

No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

In the event of any dispute or difference arising out of the Contract, which cannot be resolved through good faith negotiations the Client and the Architect shall attempt to settle such difference or dispute in accordance with the Royal Institute of Chartered Surveyors Dispute Resolution Procedure.

Any dispute or difference arising out of the Contract must be notified by the Client to the Company in writing within 14 days of the Client becoming aware of the dispute or difference.

This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the English Courts in relation to any such disputes or claims.

REGISTERED ADDRESS

Virtual CBS Ltd REGISTERED ADDRESS:

6A Hayes Road, Deanshanger, Milton Keynes, MK19 6HW

REGISTERED IN ENGLAND AND WALES. COMPANY REG. NO: 14490591. January 2023