12/02/2024
Horizon Architecture Ltd
www.horizonarchitecture.uk
info@horizonarchitecture.uk
+44 (0) 20 3538 3608
Company Registration Number: 11922193
1.1 In these conditions:
'Acknowledgement of the Quotation' means the countersigned duplicate of the Quotation.
'Additional Services' has the meaning given in clause 6.1.
'Buyer' means the 'person,' 'firm,' or 'company' named in the Quotation as the customer.
'Conditions' means the standard terms and conditions set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in Writing between the Buyer and the Seller and/or as set out in the Quotation.
'Contract' means the contract for the supply of services, consisting of the Quotation, any Acknowledgement of the Quotation, if relevant, (and any documents referred to therein) and these Conditions.
'Due Date' has the meaning given in clause 5.1.
'Material' means all designs, drawings, models, plans, specifications, design details, photographs, 3D renders, 3D visuals, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Services and all updated, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose.
'Quotation' means the Seller's quotation for the Services. In the 'Quotation' the Seller might also specify modalities of delivery, Times schedules and detailed explanations of the Services.
'Permitted Uses' means the design, construction, completion, reconstruction, modification, refurbishment, development, maintenance, facilities management, funding, disposal, letting, fitting-out, advertisement, decommissioning, demolition, reinstatement, building information modelling, and repair of the property or properties which are the subject of the Services.
'Price' has the meaning given in clause 4.1 plus any additional payment due under clause 7.2 below.
'Seller' means Render Reality Ltd (registered in England and Wales under number 15484754).
'Services' means the Services agreed to be carried out under the Contract.
'Writing' includes emails, cable, facsimile transmission and comparable means of communication, provided that where the term is used in the context of an amendment, substitution, or variation to the Conditions.
2.1 You may purchase Products or Services only if you can form a binding contract with Render Reality Ltd. If you are purchasing on behalf of a company, you agree that you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder.
2.2 Any use or access to the Products or Service by anyone under [13] is strictly prohibited and in violation of these Terms
3.1 Render Reality Ltd provides architectural design, interior design, graphic design, computer generated images, drone surveys and consultation services. The scope of services, including deliverables, timelines, and fees, will be outlined in individual contracts, or project summary, or project quotation, or project agreements.
4.1 These Conditions shall govern the Contract to the exclusion of any other terms and conditions.
4.2 The Seller shall carry out the Services employing the standards of reasonable skill and care to be expected of a properly qualified and competent designer or its equivalent profession experienced in carrying out work of a similar scope, nature, timescale, and complexity to the Services.
4.3 No variation to the Contract shall be binding unless agreed in Writing between the authorised representatives of the Seller and the Buyer.
4.4 The Seller may appoint sub-consultants to perform any or all of the Services, but shall be liable for the acts and defaults of all such sub-consultants as if they were its own acts and defaults, and shall not be relieved of any obligation hereunder by reason of the use or appointment of sub-consultants.
4.5 The Seller's employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.
4.6 Any typographical, clerical, or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
5.1 The Buyer shall be responsible to the Seller for giving the Seller any necessary information relating to the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
5.2 No Contract shall be cancelled or terminated by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred by the Seller as a result of such cancellation or termination.
5.3 In addition to any other rights and remedies which the Seller may have, the Seller may at any time by written notice to the Buyer immediately terminate the whole or any part of the Seller's engagement under the Contract without any liability to the Buyer for any sums whatsoever incurred because of such termination.
5.4 Cost estimates – other than the indicative costs based on a metre squared rate, the Seller is not contracted to provide cost estimating services. The Client shall employ a contractor or construction cost estimating consultant to provide cost estimating services. The Seller and its consultants do not warranty, guarantee, or certify the construction cost for the project or any part of the project.
5.5 The Seller assumes that the Client shall be the Project Representative unless the Client notifies the Architect, in writing, that another Project Representative has been appointed within five (5) business days.
6.1 The price of the Services, as outlined in the Quotation (the 'Price'), is valid for 10 working days unless specified otherwise. The Price excludes the cost of additional contract documents, such as collateral warranties, which will be provided at the Seller's discretion and only upon full payment. The Price is exclusive of any applicable value-added tax, payable additionally by the Buyer in £GBP, unless otherwise agreed in writing by a director of the Seller. All additional Services not specified in the quotation must be approved in writing by both the Client and the Seller before proceeding. The following activities are excluded from the Services unless identified as 'Other Services' in writing:
Any additional service approved by Buyer and Seller will be carried out by the Seller at a tariff of £120.00/Hour unless specified otherwise in a written agreement.
Fees for services will be outlined in project agreements, individual contracts, project summaries, or project quotations. Payment terms and methods will also be specified in the agreement. Failure to make timely payments may result in the suspension of services or termination of the agreement.
7.1 The Buyer may, without invalidating the Contract, request an addition to or omission from or other change in the Services ("Additional Services"). As soon as reasonably practicable after receiving such a request, the Seller shall provide the Buyer with a written estimate of the cost of the Additional Services. Such estimate is deemed to be accepted by the Buyer unless disputed in Writing within 7 days of the date of the estimate. The Seller shall, in addition, be entitled to reasonable direct loss and/or expense incurred by the Buyer or its agents as a result of any requested change.
7.2 The Seller is under no obligation whatsoever to accept a request to carry out Additional Services and may refuse to do so without giving a reason to the Buyer. Any such refusal shall not invalidate the Contract.
8.1 All intellectual property rights, including but not limited to designs, drawings, and plans, images, and computer-generated images created by Render Reality Ltd during the provision of services remain the property of the Company unless otherwise specified in writing.
8.2 The Seller grants to the Buyer from the date of the Contract an irrevocable, royalty-free, nonexclusive licence to use and reproduce all Material prepared by, or on behalf of, the Seller for any purpose relating to the property or properties that are the subject of the Services, including any of the Permitted Uses.
8.3 The Seller shall not be liable for the use of the Material for any purpose other than that for which it was prepared and/or provided.
9.1 Both parties agree to maintain the confidentiality of any quotation by the seller disclosed during the course of the engagement.
Either party may terminate the agreement with written notice if the other party breaches any material term or condition. Termination does not relieve the client of their obligation to pay for services provided up to the termination date.
11.1 The Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information; and
(g) any indirect or consequential loss.
11.2 Render Reality Ltd shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the services provided.
12.1 The governing law of the Contract shall be the law of England and Wales.
12.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Services or the Contract (including non-contractual disputes or claims).
13.1 Render Reality Ltd reserves the right to update or modify these Terms and Conditions at any time. Changes will be effective immediately upon posting on our website.
13.2 By using our services, you agree to be bound by the latest version of these Terms and Conditions.
14.1 The Buyer is forbidden to hire separately any employer or employee of Render Reality Ltd if not specified otherwise in a written agreement signed by the Seller's Company Owners. In case the Buyers will hire separately any worker of the Sellers without an agreement in place, the Buyer commits to paying a fine to the sellers of £50,000.
15.1 Render Reality Ltd and its consultants shall have the right to photograph the project and to use the photographs in the promotion of their professional service through publication, advertising, public relations, brochures, websites, or other marketing media.
16.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
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Ha Horizon Architecture Ltd Co-Founders
Francesco Marrese & Michele Picone