1.1 "Agreement" means these Terms and Conditions of Engagement read in conjunction with the Consultant's proposal. In the event of any conflict, these Terms and Conditions of Engagement shall prevail.

1.2 "Consultant" or "Manor Architecture" means Manor Architecture Ltd, a limited company registered in England (Company No. 13990926).

1.3 "Client" means the person, company, authority, agency, or other body named above who instructs the Consultant to carry out the Services. This Agreement is between the Consultant and the Client. In the case of more than one Client, it means each of the named parties listed, who together shall be represented in all matters by the "Instructing Client".

1.4 "Instructing Client" means the first named party in the definition of the "Client".

1.5 "Limit of Indemnity" means £2,000,000 (two million pounds) unless stated otherwise in the accompanying fee proposal.

1.6 "Services" means the scope of services to be executed by Manor Architecture as separately described in the proposal or as subsequently amended in writing.

1.7 "Completion" means, in relation to the Services, the date of issue of the Consultant's final fee invoice, termination of the Consultant's engagement under this Agreement, or (where appointed for construction stage services) practical completion under the building contract, whichever is the earlier.

2.1 The Consultant shall provide the Services described in the accompanying proposal.

2.2 The Consultant shall carry out its Services and obligations under this Agreement with reasonable skill and care. Where architectural design services are to be provided, if not set out in the fee proposal, the Services shall be carried out in accordance with the current RIBA Plan of Work and standard professional services framework applicable at the date of this Agreement.

2.3 The Services may be amended only by written agreement between the Client and the Consultant. Unless otherwise agreed in writing, any additional services, variations, or changes of instruction shall be subject to this Agreement.

2.4 The Instructing Client will nominate one individual with full authority to act as its representative. Unless confirmed otherwise by the Client in writing, this shall be the person to whom the Consultant addressed its fee letter. The Consultant shall be entitled to rely on any instruction of the representative as an instruction of the Client.

2.5 The Client may appoint other consultants (including, where required under the Construction (Design and Management) Regulations 2015, a Principal Designer and Principal Contractor) necessary for the proper progress of the project and to enable the Consultant to perform the Services.

3.1 The Fee shall be the sum set out in the Consultant's proposal accompanying this Agreement. Where no fixed or percentage fee is agreed, remuneration for the Services, any additional services, variations, or changes of instruction shall be on an hourly rate basis, plus expenses and VAT. Hourly rates will be reviewed annually on 1st April.

3.2 Where a percentage fee is stated, it shall be calculated on the final gross construction cost, unless otherwise stated. Until this has been ascertained, it shall be based on the estimated contract value of the project, including any element relevant to the Consultant's Services.

3.3 Budget cost guides for the provision of the Services will be provided on written request and will be based on experience. However, since all projects are unique, these guides shall be deemed indicative only. The Consultant will endeavour to advise the Client when a budget figure is reached. All budget figures will be net of expenses and VAT unless otherwise agreed in writing.

3.4 The Fee excludes Planning Application, Building Regulation, Local Authority fees, and (unless explicitly included within the fee letter) survey costs. Such fees and costs shall be paid directly by the Client to the Local Authority or consultant concerned. Where a fee stage is tied to a Local Authority decision, this is deemed to be the point of committee resolution rather than the issue of a decision notice (which may be delayed by other legal agreements). The Client acknowledges that the planning permission process is inherently beyond the Consultant's control, and no guarantee can be given that any permission will be granted.

3.5 The Fee excludes all reimbursable costs and expenses reasonably incurred in the course of providing the Services in respect of travel, accommodation, subsistence, printing, and other necessary expenses, which will be charged in addition to the Fee. Exceptional items of expenditure will be agreed with the Client in advance, and the Consultant reserves the right to require payment in advance for such items. This includes the obtaining of legal advice or the instruction of specialist counsel on behalf of the Client, though the Consultant accepts no liability for any direct instructions or legal advice.

3.6 The Fee excludes any costs associated with copyright or licence fees relating to any material supplied by the Client. The Client shall be responsible for obtaining and paying all fees in respect of copyright approval licences and obtaining all other necessary permissions for any copyright materials provided to the Consultant for inclusion in the Services.

4.1 In the case of more than one Client, or where the Fee is to be allotted between Clients, the Instructing Client shall be responsible for procuring payment of all Fees and any sums due under this Agreement, but each Client shall remain jointly and severally liable for payment. Subject to clause 4.6, non-payment by any Client of any sum due to the Consultant will be deemed a material breach of this Agreement.

4.2 Unless otherwise agreed in writing, the Fee shall be payable monthly on account, or earlier if the Services (or the instructed part) have been completed, or if documentation prepared by the Consultant for formal submission is withheld or withdrawn by the Client for reasons unrelated to the Services.

4.3 The Fee and other charges become due at the date of the Consultant's invoice (the "Due Date") and payment shall be made in full within 14 (fourteen) days of that date (the "Final Date for Payment"). Any queries in respect of an invoice must be raised in writing within 7 (seven) days of the Due Date. VAT and/or any applicable local taxes or withholding charges shall be payable at the prevailing rate on all invoices rendered.

4.4 All Fees and other charges shall be paid in British Pounds Sterling (GBP) unless otherwise agreed. Where payment is agreed in another currency, Fees will be calculated in GBP and invoiced at the Barclays Bank prevailing exchange rate on the date of the invoice.

4.5 If the Client fails to pay any sum due by the Final Date for Payment, the Consultant shall be entitled to charge statutory interest on the overdue amount at the rate of 8% above the Bank of England base rate, calculated daily in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, alongside any statutory debt recovery costs.

4.6 In the event of non-payment of any undisputed invoice by the Final Date for Payment, the Consultant may, upon giving 7 (seven) days' written notice to the Client, suspend the performance of any or all of the Services. The Consultant shall not be liable for any delays or damages arising from such a suspension.

5.1 The Client shall provide to the Consultant, free of charge, all information, instructions, and approvals reasonably required for the proper execution of the Services, in a timely manner so as not to delay the Consultant.

5.2 The Client shall ensure that the Consultant is granted safe and adequate access to the site or property as reasonably necessary to perform the Services.

5.3 The Consultant shall not be liable for any delays or errors caused by inaccurate, incomplete, or delayed information provided by the Client or the Client's other appointed consultants.

6.1 The Consultant shall own and retain the copyright and all other intellectual property rights in all drawings, models, specifications, and other documents produced in the performance of the Services.

6.2 Provided that all undisputed Fees due to the Consultant have been paid in full, the Client shall have a non-exclusive license to use and reproduce the Consultant's designs and documents solely for the purpose of the specific project they were commissioned for (including its construction, operation, and maintenance).

6.3 The Consultant shall not be liable if the Client uses the Consultant's designs or documents for any purpose other than that for which they were originally prepared.

7.1 The Consultant's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall be limited to the Limit of Indemnity as defined in Clause 1.5.

7.2 Net Contribution: The Consultant's liability shall be further limited to the proportion of the Client's loss or damage that it would be just and equitable to require the Consultant to pay, having regard to the extent of the Consultant's responsibility for the loss, on the assumption that all other consultants, contractors, and suppliers involved in the project have paid their fair share to the Client.

7.3 No action or proceedings arising out of or in connection with this Agreement shall be commenced against the Consultant after the expiry of 6 (six) years from the date of Completion of the Services.

7.4 No director, employee, or agent of Manor Architecture Ltd shall have any personal liability to the Client under this Agreement.

8.1 The Client may suspend or terminate the performance of the Services at any time by giving 14 (fourteen) days' written notice to the Consultant.

8.2 The Consultant may suspend or terminate the Agreement by giving 14 (fourteen) days' written notice if the Client commits a material breach of this Agreement (including non-payment of Fees) or if the Consultant is prevented from performing the Services due to circumstances beyond their reasonable control.

8.3 In the event of suspension or termination, the Client shall pay the Consultant for all Services properly performed and all expenses reasonably incurred up to the date of suspension or termination.

9.1 In the event of a dispute, the parties shall first attempt to resolve the matter in good faith through negotiation. If the dispute cannot be resolved, either party may refer the matter to mediation or adjudication in accordance with standard UK construction industry procedures.

9.2 Nothing in this Agreement shall confer or purport to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

9.3 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.