Terms & Conditions of Business

1.0 Introduction

1.1 Our Letter of Appointment and these Conditions outline the terms under which we deliver our Services to you. They detail the manner in which we provide the Services, the associated fees, the procedures for terminating the Contract by either party, and other important information. We strongly recommend carefully reviewing the Letter of Appointment and these Conditions. If you have any questions or find anything unclear, please discuss them with the individual managing your project for clarification.

2.0 Who we are and how to contact us

2.1 We are AEDS, [registered in Sri Lanka under registration number XXXXXXX, if applicable]. Our registered address is 360AA, Colombo 03, Sri Lanka.

2.2 How to Contact Us:

You can reach out to us by calling our team at [phone number] or by sending a written communication to hello@aedspaces.com. Alternatively, you can write to us at 360AA, Colombo 03, Sri Lanka.

2.3 If there is a need for us to get in touch with you, we will reach out via telephone or send written communication to the email address or postal address you have provided to us.

3.0 Interpretation

3.1 Definitions

3.1.1 Client: the person(s), firm or company who purchases Services from AEDS.

3.1.2 Conditions: these terms and conditions as amended from time to time.

3.1.3 Consumer: an individual(s) acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

3.1.4 Contract: the contract, comprising the Letter of Appointment and these Conditions, between AEDS and the Client for the supply of the Services.

3.1.5 Fees: the fees payable by the Client for the provision of the Services in accordance with clause 9.

3.1.6 Intellectual Property Rights encompass copyrights and related rights, moral rights, rights in designs, the right to use and safeguard the confidentiality of confidential information, and all other intellectual property rights. This includes both registered and unregistered rights, covering applications, renewals, extensions, and the right to claim priority. These rights, along with their equivalents, exist or will exist globally.

4.0 Basis of contract

4.1 The Client is required to either return a signed acceptance of these conditions or provide AEDS with written authorisation to proceed. Where the Client does not return a signed copy of these conditions and AEDS proceeds to deliver the services, it will be considered that the Client has accepted both the Letter of Appointment and these conditions.

4.2 These conditions apply to the contract and take precedence over any other terms that the Client may attempt to impose or include. Save for Consumers, these conditions take precedence over terms implied by law, trade custom, practice, or course of dealing.

5.0 Provision of Services and Responsibilities of AEDS

5.1 AEDS will:

5.1.1 deliver the services and fulfil its obligations under the contract with due care and skill, following the standard practices of the architecture and design-build profession.

5.1.2 Ensure the Client is regularly updated on the progress of service delivery and informed about any issues that could impact the project’s schedule, cost, or quality.

5.1.3 Collaborate and cooperate with other contractors and consultants appointed by the Client for the Project, which includes the sharing of designs and pertinent information.

5.2 Adaptations to the services or approved design might be required to comply with applicable laws or regulatory requirements. AEDS will promptly notify the Client in such instances.

5.3 AEDS aims to carry out the Services by the dates and times either agreed with the Client or notified to the Client. However, it cannot guarantee or provide a firm commitment that:

5.3.1 it will start performing the Services by a specified date or time; or

5.3.2 it will complete the performance of all the Services by any specified date or time; or

5.3.3 the performance of any individual part of the Services will be completed by a specified date or time.

6.0 The responsibilities of the Client

6.1 The Client shall:

6.1.1 verify and confirm that the terms outlined in the Letter of Appointment are comprehensive, accurate, and align with its project requirements.

6.1.2 Collaborate with AEDS in all matters pertaining to the Services.

6.1.3 Supply AEDS with the necessary information, access, and instructions as reasonably required for the provision of Services, ensuring the completeness and accuracy of such information in all material respects. The Client acknowledges that AEDS is entitled to rely on the provided information.

6.1.4 Appoint and compensate other contractors and consultants necessary for the Project, requiring them to cooperate and collaborate with AEDS. The Client will directly instruct these contractors and consultants. AEDS makes no warranty regarding the competence, performance, work, services, products, or solvency of such contractors or consultants. The Client is responsible for holding these contractors and consultants accountable for the proper execution and completion of construction works, with AEDS expressly excluded from this responsibility; and

6.1.5 If the Client is a company or another corporate entity, furnish AEDS with contact details for a representative of the Client who has the authority to provide necessary information and instructions to AEDS.

6.2 AEDS will not be held liable for any delays in the provision of Services or the Project resulting from the Client’s failure to adhere to the obligations outlined above.

7.0 Statutory approvals

7.1 AEDS will not investigate the existence of restrictive covenants, easements, rights of way, or other legal encumbrances pertaining to the land or building associated with the Project. The Client is advised to conduct their own inquiries and ensure their satisfaction regarding these matters before instructing AEDS.

7.2 The Client is responsible for directing the submission of applications for consent under planning legislation, building regulations, and any other required legislation related to the Services and Project. Additionally, the Client is required to cover any statutory charges, fees, expenses, and disbursements associated with these applications.

7.3 The Client acknowledges that AEDS cannot guarantee the approval of planning permissions and other consents from third parties, either in total or in alignment with any anticipated schedule. AEDS retains the right to charge extra fees for modifying or redrawing any proposal if the Client wishes to make substantial amendments to the design, or if a further application for planning permission or other approval is required. After receiving decisions from the relevant authorities, adjustments to the budget and project timelines may be necessary.

7.4 If the Client wishes to appeal a planning decision or any other decision, AEDS will inform the Client of the additional charges associated with the appeal, including preparation of the appeal and supporting statements and documents.

8.0 Payment

8.1 Fees Calculation: The fees for the services, including any additional services, will be determined according to this clause 8 and as specified in the Letter of Appointment.

8.2 Invoicing: Unless otherwise stated in the Letter of Appointment or agreed in writing, AEDS will invoice the Client on a monthly basis in arrears.

8.3 Hourly Rates: When fees are based on hourly rates, they will be calculated based on the time spent providing services and the status of the individual performing the work. Current hourly rates are outlined in the Letter of Appointment and available on request throughout the contract.

8.4 Rate Reviews: Hourly rates are subject to annual review. Any revised rates will be provided on request, with notification of rate increases exceeding 10% annually.

8.5 Percentage of Project Costs: If fees are based on a percentage of construction costs, they will be calculated on the total construction costs or the estimated costs if actual costs are yet to be determined. No deductions will be made without AEDS’s prior written agreement.

8.6 Other Charging Methods: For fees charged by other methods (e.g., lump sums for specific project stages), details will be specified in the Letter of Appointment.

8.7 Estimates

8.7.1 If AEDS provides an estimate, it is only an estimate and not a binding indication of the final charge. Estimates are normally valid for 30 days from the date given.

8.7.2 AEDS may need to charge a higher amount than an estimate where, for example, the Client’s requirements change, the amount of work increases, or the nature of work differs from what was agreed before Services began and could not reasonably have been foreseen.

8.7.3 Where the amount of work involved is greater than stated in an estimate: if the extra amount payable will not exceed 10% of the estimate, AEDS will carry on and complete the Services without seeking further agreement; otherwise, AEDS will seek the Client’s approval for the extra amount before continuing, unless it is not possible to contact the Client within a reasonable time, or it is not safe to pause the Services.

8.8 Expenses: In addition to fees, AEDS may charge the Client for reasonable expenses incurred in connection with the Services, as outlined in the Letter of Appointment.

8.9 Taxes: All fees and amounts payable by the Client under the contract are subject to any applicable taxes at the prevailing rate at the time of invoicing. Save where expressed otherwise, figures provided in estimates and the Letter of Appointment are exclusive of tax, which is payable in addition.

8.10 Payment Terms: The Client shall settle each invoice within 14 days of the invoice date.

8.11 Late Payment: If the Client fails to make payment by the due date, AEDS may charge interest on overdue amounts and/or suspend performance of remaining Services until payment is made, where the overdue amount represents more than 10% of the total value of the Services.

9.0 Ownership of Intellectual Property Rights

9.1 AEDS will own all Intellectual Property Rights in the drawings, documents, and other work generated during the provision of services (including materials in electronic format), and asserts its moral rights to be acknowledged as the author of such work.

9.2 AEDS grants the Client a licence to reproduce and use the drawings and documents solely for receiving and using the services in connection with the Project. These drawings and documents may not be used to replicate the design for any extension of the Project, or for any other project, without the prior written consent of AEDS and payment of a licence fee.

9.3 The Client may not sub-license, assign, or transfer the rights granted above without obtaining prior written consent from AEDS. Where third parties use the drawings and documents for any purpose, with or without consent, responsibility for verifying the accuracy of all dimensions, details, and other information rests with that third party.

9.4 If the Client defaults on payment of Fees or any other amounts due under the Contract, the licence granted above shall cease immediately and automatically, and will resume only once outstanding amounts are received.

9.5 The Client must not register any part of AEDS’s design without obtaining prior written consent.

10.0 Data protection

10.1 In the context of providing services, adhering to Client instructions, and meeting legal obligations, AEDS reserves the right to process, transfer, or disclose personal information about the Client.

10.2 AEDS commits to using the Client’s personal information in accordance with its privacy policy, a copy of which is accessible on AEDS’s website, with a hard copy available on request.

11.0 Insurance and limitation of liability

11.1 AEDS [holds / does not currently hold] professional indemnity insurance cover of up to [amount], as long as such insurance remains available on commercially reasonable terms. It is the Client’s responsibility to arrange their own insurance coverage beyond this limit.

11.2 The Client agrees not to bring any claim against any employee or director of AEDS in respect of any loss or damage suffered in connection with the provision of the Services. Any claim the Client wishes to make can only be made against AEDS.

11.3 Nothing in the Contract limits any liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot legally be limited.

11.4 Subject to clause 11.3, AEDS shall not be liable for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract, and AEDS’s total liability to the Client shall not exceed the aggregate amount of AEDS’s Fees payable under the Contract.

11.5 The Client shall hold the appointed contractor(s) responsible for the proper carrying out and completion of construction works and for health and safety provisions on site. It is expected that all contractors appointed will be competent in their profession.

11.6 This clause 11 shall survive termination of the Contract.

12.0 Client’s right to cancel (Consumer Clients only)

12.1 Consumer Clients entering into the Contract away from AEDS’s offices have a 14-day right to cancel the Contract after the date AEDS confirms the order (the “cooling off period”).

12.2 If the Client requests in writing that AEDS begin the Services sooner than the expiration of the cooling off period and subsequently cancels within that period, the Client shall be liable to pay for any part of the Services performed up to the point AEDS is informed of the cancellation, calculated proportionately.

12.3 To cancel, individuals may submit written notice via email or post to AEDS.

13.0 Termination

13.1 The Client or AEDS may terminate the Contract or suspend Service performance at any time by providing the other party with seven days’ prior written notice, accompanied by the reasons for such action.

13.2 AEDS retains the right to terminate the Contract with immediate effect by written notice to the Client where the Client fails to pay any amount due, engages in a material or persistent breach of the Contract (and, if remediable, fails to rectify it within seven days of written request), or becomes insolvent or ceases business.

13.3 AEDS may suspend the supply of Services where the Client fails to pay on the due date, engages in a material or persistent breach, or where AEDS is prevented from or hindered in performing Services due to reasons beyond its reasonable control.

14.0 Consequences of Termination

14.1 Upon termination, the Client is required to promptly settle all outstanding unpaid invoices, interest, and any additional costs incurred. For Services provided but not yet invoiced, AEDS will submit an invoice, payable immediately upon receipt.

14.2 AEDS will, upon demand, provide the Client with a copy of the drawings and documents generated during the Services, subject to clause 9, contingent upon payment of all outstanding fees and other amounts owed.

14.3 Termination does not negate any rights, remedies, obligations, or liabilities of the parties that have accrued up to the termination date.

14.4 Provisions in the Contract designed to take effect during or after termination shall persist in full force and effect.

15.0 Complaints

15.1 If issues arise regarding the provision of Services that the Client cannot resolve with their day-to-day contact, the Client is advised to submit a written complaint to [Director/Principal Name] at 360AA, Colombo 03, Sri Lanka, or hello@aedspaces.com.

16.0 Photography and Publicity

16.1 AEDS reserves the right to showcase photographs and images associated with the Client’s project on its website, social media platforms, and in marketing materials or publications. The Client is obligated to grant reasonable access for this purpose, extending for a period of two years following practical completion of the Project.

17.0 General

17.1 Force Majeure: Neither party shall be deemed in violation of the Contract or held accountable for any delay or failure to fulfil obligations resulting from events, circumstances, or causes beyond their reasonable control.

17.2 Assignment: Without obtaining the prior written consent of the other party (not to be unreasonably withheld or delayed), neither party is permitted to assign, transfer, mortgage, charge, subcontract, delegate, or otherwise deal with its rights and obligations under the Contract.

18.0 Confidentiality

18.1 Each party commits to keeping confidential any information related to the Project and the business, affairs, and commercial contacts of the other party, except as allowed below.

18.2 Confidential information may be disclosed: to employees, officers, representatives, contractors, or advisers who need to know it to fulfil obligations under the Contract; to seek professional advice or to obtain/maintain insurance; or as required by law or a competent authority.

18.3 Neither party may use the other’s confidential information for any purpose other than fulfilling its obligations under the Contract.

18.4 For business Clients, the Contract constitutes the entire agreement between the Client and AEDS, superseding all prior agreements, promises, assurances, and understandings relating to its subject matter.

18.5 No variation of the Contract is effective unless in writing and signed by the parties (or their authorised representatives).

18.6 A waiver of any right or remedy is effective only if given in writing and does not constitute a waiver of any subsequent right or remedy.

18.7 If any provision of the Contract becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary, or deleted if modification is not possible, while the remaining provisions remain valid.

18.8 The Contract, and any dispute arising from it, shall be governed by and construed in accordance with the laws of Sri Lanka, and the courts of Sri Lanka shall have exclusive jurisdiction to settle any dispute.