01 Contract

• 1.1This contract is made between Sarah Croud Design ("we", "us", "our") and the Client ("you", "your") as defined in the Letter of Engagement issued for the project. Together the Letter of Engagement and these terms form the complete agreement between us.
• 1.2These terms override any terms you may have sent to us or any verbal communication or advice given prior to your acceptance.
• 1.3Any typographical, clerical or other errors in the Letter of Engagement may be corrected without liability.

02 Definitions

03 Services

• 3.1Once this contract is accepted, we will provide the Services set out in the Letter of Engagement using reasonable skill and care in accordance with the standards expected of a competent garden designer. We will act with reasonable diligence but any timescale or deadline is an estimate only.
• 3.2This is a design and consultancy agreement. We may assist you in communicating with third parties but it is your responsibility to contract directly with any contractor or supplier to carry out the Works. We will not be responsible for the work of any third party, the manner in which Works are carried out, or any aspect of their progress or completion.
• 3.3All specifications, figures, sizes and dimensions in the Designs are approximations only and should not be relied upon as precise measurements.
• 3.4You may suspend the Services at any time. All sums due at the date of suspension become immediately payable. Once we receive your further instructions, we will use reasonable endeavours to reschedule as soon as is practicable, but rescheduling cannot be guaranteed at a time of your choosing. Any additional costs we incur as a result of the suspension will be added to the Fee, unless the suspension arose from our own breach.

04 Project Inspection

• 4.1Clauses 4.2 and 4.3 apply only where Project Inspection is specified in the Letter of Engagement.
• 4.2Project Inspection means we will visit the Site at intervals agreed in the Letter of Engagement to make visual inspections of the Works for general compliance with the Designs. We will notify you of any discrepancies we observe so that you may take steps to address them as you see fit.
• 4.3Project Inspection is not supervision or management of the Works or the contractor. We do not take responsibility or liability for the work of any contractor, the execution of the Works, or the finished result. You contract directly with all third-party contractors.

05 Existing Site Features

• 5.1You are responsible for providing us with accurate information about all existing features on or adjoining the Site, including but not limited to boundaries, hedges, trees, walls, fencing, underground services and drainage. Our design will be based on the information you provide and on our observations during site visits.
• 5.2We are not responsible for establishing the legal status, ownership, structural condition or ecological status of any existing site feature. Where the proposed design involves the removal, alteration or replacement of any boundary feature including hedgerows, it is your sole responsibility to: (a) confirm ownership and obtain any necessary neighbour agreement; (b) comply with the Hedgerow Regulations 1997 and any applicable local planning policies; (c) obtain any planning permissions or consents required before instructing any contractor to proceed with such works.
• 5.3We will flag any concerns we become aware of during the design process, but we are not surveyors, ecologists or legal advisors. Where specialist input is needed, we will recommend you seek independent advice.
• 5.4You will indemnify us against any costs, claims, damages or liabilities arising from your failure to obtain consents or comply with regulations in respect of existing site features.

06 Variations

• 6.1Either party may vary the scope of the Services upon the written consent of the other. Any variation is only effective once the details and any additional fee have been agreed in writing by both parties. We may refuse to accept a variation that reduces the value of the contract by ten per cent or more.
• 6.2If you require services outside the agreed scope, we will try to accommodate this at our convenience and will agree a fee for the additional work at that time.
• 6.3We may vary these terms by giving 14 days' prior written notice if required to do so for reasons beyond our reasonable control.

07 Fees & Payment

• 7.1The Fees for the Services are set out in the Letter of Engagement and become fixed on acceptance unless varied in accordance with these terms.
• 7.2Fees are payable in stages as set out in the Letter of Engagement. No stage of the Services will commence until the relevant stage payment has been received in cleared funds.
• 7.3Payment is due within 14 days of invoice. If you wish to dispute any invoice, you must notify us in writing within 5 days of receipt, setting out the amount you consider due and the basis for that assessment. In the absence of a timely dispute notice, the full invoiced amount is payable by the final date for payment.
• 7.4If you intend to pay less than the invoiced amount, you must give us written notice at least 5 days before the final payment date, specifying the sum you consider due and the basis for that figure.
• 7.5Sarah Croud Design is not VAT registered. No VAT will be charged on any invoice.
• 7.6If an invoice remains unpaid after the final date for payment, we reserve the right to charge interest at 8% per annum above the Bank of England base rate, calculated daily on the outstanding amount from the due date until payment is received.
• 7.7If payment is not received by the final date, we may, after 7 days' written notice, suspend all or part of the Services until payment in full is received. We may charge reasonable costs incurred as a result of exercising this right.
• 7.8On suspension or termination of this contract (whether by either party, for any reason), all fees for Services carried out up to and including the date of suspension or termination become immediately due and payable, including any work in progress at that date. This applies regardless of which stage payment the work falls within.
• 7.9The strategy consultation fee of £250 is non-refundable once the consultation has taken place, regardless of whether the client proceeds with a full design commission.

08 Your Obligations

• 8.1You will provide us in a timely manner with all information, decisions and approvals necessary for us to carry out the Services, including your requirements, programme, budget and any relevant details about the Site. You warrant the accuracy of this information.
• 8.2You will allow us reasonable access to the Site at agreed times.
• 8.3You will notify us in writing as soon as possible of any issues or changes that may affect the Services or the Works.
• 8.4If any remedial work is required to trees on or adjoining the Site (including removal or significant pruning), you are responsible for checking whether the tree is subject to a Tree Preservation Order or falls within a Conservation Area, and for obtaining any necessary consents before instructing works.
• 8.5You are responsible for any planning permissions, consents or licences required in connection with the Works, unless otherwise agreed in writing in the Letter of Engagement.
• 8.6Nothing in this contract requires us to advise on contamination, pollution or harmful substances. You are solely responsible for commissioning any specialist investigations required.

09 Intellectual Property

• 9.1We retain ownership of all intellectual property rights in the Designs, including any developments or modifications. We assert our moral rights in any Designs.
• 9.2Upon receipt of full payment of all Fees in cleared funds, we grant you a non-exclusive, perpetual, non-transferable, personal licence to use the Designs for your own residential or internal business purposes at the Site only. You may not reproduce the Designs elsewhere, use them for the benefit of any third party, or transfer them without our prior written permission.
• 9.3We may refer to you and the project in our portfolio and marketing materials, subject to obtaining your written consent in advance, including in respect of photographs of the Works and Site.
• 9.4The provisions of this clause 9 survive termination of this contract.

10 Limitation of Liability

• 10.1In the event of any fault or defect in the Services, we shall have the right to remedy it by re-supplying the relevant Service where possible. If you do not notify us of any defect within 30 days of completion of the relevant part of the Services, you will be deemed to have accepted those Services.
• 10.2Where plants or other goods are supplied by a separate supplier, those supplies are governed by a separate contract and we accept no responsibility under it.
• 10.3To the fullest extent permitted by law, we will not be liable in contract, tort (including negligence), or breach of statutory duty for: (a) loss of profits, business, revenue, contracts or anticipated savings; or (b) any special, indirect or consequential loss of any nature.
• 10.4Nothing in this contract affects your statutory rights as a consumer.
• 10.5Nothing in this contract limits either party's liability for death or personal injury caused by negligence, or for fraud.
• 10.6Our maximum total liability arising under or in connection with this contract shall not exceed the amount stated in the Letter of Engagement.
• 10.7We shall have no liability under this contract after the expiry of 6 years from the date of completion of the Services.
• 10.8Our liability shall be limited to that proportion of loss or damage which is just and equitable having regard to our responsibility, on the assumption that all other consultants and contractors involved have provided equivalent undertakings and paid their proportionate share.
• 10.9You will hold us, and not any individual employee or consultant engaged by us, liable for any matter arising from the Services.
• 10.10The provisions of this clause 10 survive termination of this contract.

11 Transfer of Rights

We may transfer our rights or obligations under this contract. You may not transfer any of your rights without our prior written consent.

12 Termination

• 12.1Either party may terminate this contract immediately by written notice if the other becomes insolvent, enters administration, has a receiver appointed, is unable to pay its debts as they fall due, or otherwise ceases to carry on business.
• 12.2If either party commits a material breach of this contract, the other party may give not less than 14 days' written notice requiring remedy of that breach. If the breach is not remedied within the notice period, the contract may be terminated with immediate effect. If termination follows your material breach, any licence granted under clause 9 will end immediately and you must stop using the Designs.
• 12.3Either party may terminate this contract on at least 7 days' written notice. On termination, all fees for Services carried out up to the date of termination become immediately due and payable, in accordance with clause 7.8.

13 Right to Cancel

• 13.1If you are an individual acting for purposes wholly or mainly outside your trade, business or profession, you may cancel this contract within 14 days of signing it without giving any reason.
• 13.2To cancel, you must inform us in writing by post or email. You may use the cancellation form below.
• 13.3If you cancel and we have not yet begun work, we will refund any sums paid within 14 days. If you asked us in writing to begin work before the end of the cancellation period, you will be liable to pay for Services carried out up to the point of cancellation.

14 Force Majeure

Neither party will be in breach of this contract where failure is caused by circumstances beyond their reasonable control, including the death or incapacity of the garden designer working on the project. If a force majeure event continues for one week or more, the parties will discuss how to proceed, which may include involving a third party or terminating the contract without financial liability beyond outstanding fees and disbursements incurred to that date.

15 Waiver

Failure by either party to exercise any right at any time will not prevent that party from exercising the same right on another occasion.

16 Applicable Law & Disputes

• 16.1These terms are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
• 16.2In the event of any dispute, the parties will first seek to resolve it by direct discussion in good faith.
• 16.3If direct discussion fails, the parties will (except for disputes relating solely to unpaid fees) attempt to resolve the matter through an agreed Alternative Dispute Resolution procedure.
• 16.4If a dispute is not resolved within 56 days of first being raised, either party may commence court proceedings.

17 Notices

Notices must be given in writing by hand, first class post or email to the addresses set out in the Letter of Engagement. Notices sent by post are deemed received two Working Days after posting. Notices sent by email are deemed received on the date of sending.

18 Third Party Rights

The parties do not intend that any term of this contract will be enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999, without affecting any rights or remedies that exist independently of that Act.

19 Party Wall Act 1996

If you are required to appoint a party wall surveyor, you are responsible for doing so. We will cooperate and provide any relevant information to the surveyor as soon as reasonably practicable.

20 Severability

If any term of this contract is held invalid, illegal or unenforceable, the remaining terms will continue in full force and effect.

21 Entire Agreement

This contract, comprising the Letter of Engagement and these terms (and any written variations), contains the entire agreement between the parties and supersedes all previous agreements. This does not exclude liability for fraudulent pre-contract misrepresentation.

22 Professional Membership

Sarah Croud Design is a member of the Garden Media Guild. Please do let us know if you are unhappy with any aspect of our Services — we will always try to resolve concerns promptly and to your satisfaction.

23 Professional Indemnity Insurance

We maintain professional indemnity insurance to a limit of indemnity not less than the amount stated in the Letter of Engagement for the duration of the Services and for 6 years from completion, provided such insurance remains available on commercially reasonable terms. We will inform you if this cover ceases to be available so that we can discuss next steps together.