AGREEMENT BETWEEN CLIENT AND ARCHITECT

1. DEFINITIONS
• “Agreement” means this agreement for Architect entered into between the Parties
including Original RFPS issued, all schedules and Annexures thereto and all
modifications and amendments thereof
• “Architectural Services” means the architectural services provided by the architect
under this agreement and includes any additional services which the architect is
engaged to provide under this agreement.
• Additional services include any changes and/or revisions to services which have
been provided by the architect upon a variation instruction given by the architect
• “Event of Force Majeure” means an event which could not be reasonably foreseen
by a Party and could not, by the exercise of reasonable diligence, be prevented by
such Party, and which event materially affects such Party’s ability to perform its
obligations under this Agreement and includes without limitation, any act of war,
destructive act of public enemy, vandalism, riots, civil commotion, sabotage, fires,
floods, explosions, epidemic, quarantine restrictions, state, or nation wide strikes
or lock-outs, acts of third parties (other than a party’s employees), acts or
regulations of Government(s), or Acts of God.
• “Party” means either signatory to this Agreement.
• “Project” means the project identified at the beginning of this agreement.
• “Project Manager” means the Project Management Consultancy firm
independently appointed by the Principal for managing the project.
• Budget means the amount determined by the client as being the budget for the
project, based on the costs consultant’s advice as to the cost of works.
• Cost of works means the final cost of all work designed, specified or scheduled by
the architect, including all work designed, specified and/or scheduled by
consultants co-ordinated by the architect as advised by the costs consultant. For
the avoidance of doubt, “cost of works” does not represent the total cost of the
project.
• Costs consultant means the quantity surveyor, builder or other costing specialist
engaged by the client to determine the budget and the cost of works.
• Design means the design, including all design concepts, drawings and documents,
prepared by the architect in connection with the project under this agreement.
• Project brief means the brief setting out the client’s parameters and requirements
for the project developed by the client in consultation with the architect. The
project brief does not form part of this agreement

2. PROVISION OF ARCHITECT’S SERVICES

• Subject to consideration as stipulated here under, the Architect shall provide the
Architectural Services
• It is understood by and between the Parties that the Architect Services
contemplate all services necessary for the development of the Principal’s project
 and such services have been finalised after a detailed scope has been presented by
the Architect prior to signing this Agreement.
• In any event, at any stage, if during the course of providing the Architect Services,
the Architect is of the opinion that additional services, outside the scope of the
Architect Services are necessary in order to complete the Architect Services, it
shall inform the same to Principal who at its sole discretion shall decide whether
the said additional services are necessary in order to complete the Architect
Services

3. ARCHITECT’S OBLIGATIONS
• The Architect shall conform to the standards and guidelines as agreed with Principal.
The Architect understands and agrees that any deviation from such standards without
the prior written consent of Principal shall constitute a breach of this Agreement.
• The Architect shall conform to the documentation requirements as stipulated by
Project Manager appointed by the Principal and provide full support in terms of
review and approval whenever required.
• The Architect shall recommend to Principal a list of contractors along with
appropriate justification, and shall assist Principal in identifying the contractor for
each separate service to be rendered by contractors.
• Professional standard of care: The services provided by the architect shall be
technically sufficient and complete. The standard of care required of the architect in
the provision of the services is that of reasonable skill and diligence in accordance
with the architects act 2003 and the practice of the architect’s profession. The client is
relying upon the architect’s knowledge, skill and judgement in the provision of the
services to result in the project being fit for the client’s purpose and use at the site, as
described in the design brief Knowledge of requirements of the client The architect
must use all reasonable efforts to inform itself of the requirements of the client and
must regularly consult with the client during the performance of the services.
• Personnel: The architect must ensure that all personnel engaged by it in connection
with the services are appropriately qualified, competent and experienced in the
provision of the type of services required by the client.
• Programme: The architect must submit to the client a programme for the performance
and completion of the services.
• Timely provision of services: The architect must perform the services expeditiously
and in accordance with the programme. Delay As soon as practicable after becoming
aware of any matter which is likely to change or which has changed the scope or
timing of the services, the architect must give written notice to the client detailing the
circumstances and extent or likely extent of the change or delay.
• Alterations to approved documents: The architect must not make any substantial
alteration to, addition to or omission from the plans, drawings, layouts, designs,
specifications or other material previously approved, without the prior written
approval of the client.
• Client’s materials: The architect must protect and keep safe and secure all materials
and documentation provided by the client to the architect. Upon discharge of this
 agreement by performance or termination, the architect must promptly return to the
client those materials and documentation.
• Co-operation by the architect: The architect must liaise, co-operate and confer with
others as directed by the client.
• Architect’s relationship with the client: The architect must not act outside the scope of
the authority conferred on it by this agreement and must not bind the client in any way
or hold itself out as having any authority to do so, except where authorised by this
agreement.
• Architect’s representative: The person named in schedule f will be responsible on
behalf of the architect for all aspects of the services and has the legal power to bind
the architect in respect of any matters arising in connection with the services. Any
substituted representative must be notified promptly in writing to the client. During
the contract administration phase of this engagement only the architect or the
architect’s representative is authorised to provide information or to give instructions
to the builder or contractor.
• Subcontracting and assignment: The architect must not assign or subcontract any part
of the services without the prior written approval of the client.
• Fitness for purpose: The architect must ensure that all work and documents produced
by it are reasonably suitable in all respects for the purposes required by this agreement
and in particular by the design brief. The client shall rely upon the skill and
knowledge of the architect in providing the services.
• Conflict of interest: The architect certifies that no conflict of interest exists at the date
of this agreement. The architect shall inform the client immediately of any matter
connected with the services which could give rise to an actual or potential conflict of
interest. This information will be treated as confidential.
• Access to architect’s premise: The architect must, at all reasonable times and upon
reasonable notice, permit the client access to the architect’s premises in order for the
client to inspect, discuss and assess material produced in connection with the services.
• Insurance: The architect must provide the client with proof of all insurance policies
required to be maintained by the architect under this agreement.

4. CLIENT’S OBLIGATIONS
• PROVIDE INFORMATION
The Client will as soon as practicable or as required by this Agreement:
i. Make available to the Architect a Design Brief and all relevant instructions,
information; and
ii. Answer queries made by the Architect relating to the Design Brief which will
define the Client’s requirements in connection with this Agreement.
iii. All and any instructions to the Architect must be in writing.
iv. Client shall provide the Architect all reasonable assistance as may be requested by
the Architect in connection with the provision of Architect Services.

• APPOINT A REPRESENTATIVE
 The person Client nominates in writing, will act as the Client Representative and will
have authority to act on behalf of the Client for all purposes in connection with this
Agreement.

• ENGAGE OTHER CONSULTANTS

The Client must engage any other consultants whose services are required for the
completion of the design and documentation of The Project unless otherwise agreed in
writing between Client and Architect

• PAYMENT
Principal shall make all payments as per the terms of this Agreement. Principal shall
make all payments towards Architect’s bills within 14days of submission of the
approved bills. Provided however that Principal shall be entitled to withhold payment
on the grounds of deficiency in service and shall communicate the same vide written
communication.

5. EXECUTION OF THE PROJECT

• All the stages of work, the timeline for which is set out in ANNEXURE C shall be
completed by the Architect and the necessary approval given by Principal according
to the time schedule mutually agreed upon. The works throughout the stipulated
period of the contract will be carried out with diligence, time being essence of the
contract.
• The Architect will advise Principal on the time and progress chart prepared by the
contractors for the completion of the work, if required by Principal.
• Principal will have full access to the details of the calculations and the structural
designs for the purpose of scrutiny for satisfying themselves as to their correctness.
The Architect shall promptly provide all such 3
• The parties understand and agree that any delay in the provision of such details shall
render the Architect liable to reduction in fees.
• The Parties agree that time being the essence of the contract; Principal would incur
substantial losses due to any delay in completion of the work.
• The Parties agree that any delay in completion of the work and any time over-run in
excess of the time stipulated in the Liquidated Damages Clause shall render the
Architect liable to the payment of liquidated damages in the manner set forth in this
Agreement.

6. FEES
• Fees for the architect’s services will be on the basis of at least one of the following:
a percentage of the Cost of Works : a lump sum fee, an hourly rate fee, if applicable,
a combination of these
• All fees are GST exclusive, with accounts submitted under this agreement to be tax
invoices as applicable.
• Additional services required by the client after this agreement is signed will be
assessed at an agreed hourly rate, or as otherwise agreed in writing.

7. INSURANCE
• The Architect shall maintain at its sole expense, throughout the tenor of this
Agreement and the extensions if any, thereto, insurance coverage, including but not
restricted to, comprehensive general liability insurance covering bodily harm, injury,
death of all individuals employed/assigned by the Architect to perform the
Services under this Agreement. Upon the request of Principal, the Architect
undertakes to provide such documentary proof of compliance of this clause as may be
required by Principal or its auditors or any other authorities.
• The Architect shall maintain Professional Indemnity insurance at its sole expense for
an amount equivalent to 10 times the fee of the Architect.
• The Architect further undertakes at its sole expense to provide for insurance of all
property used, individuals, employees, agents or persons assigned to perform the
Services under this Agreement, as may be required by Principal upto such limits as
may be specified by Principal. 14.3 Principal shall not be liable whatsoever for any
loss or injury to any property or any individual assigned to perform the Services under
this Agreement or otherwise, while on said Project or anywhere else, including any
liability that may arise as a result of malfunction of any equipment or otherwise
howsoever.

8. CONFIDENTIALITY AND SECRECY

• The Architect acknowledges and agrees that all tangible and intangible information
obtained, developed or disclosed including all documents, data, papers, statements,
any business/customer information, trade secrets and process of Principal relating
to its business practices in connection with the performance of Services under this
Agreement or otherwise, is the confidential and proprietary information
(“Confidential Information”) of Principal and the Architect agrees to hold the
Confidential Information in strict confidence.
• The Architect shall ensure that the Confidential Information is not used or permitted
to be used in any manner incompatible or inconsistent with that authorized by
Principal. The Architect will take all necessary action to protect the Confidential
Information against misuse, loss, destruction, alterations or deletions thereof.
• The Architect shall ensure that all individuals assigned by the Architect to provide
Services under this Agreement, shall be made aware of the confidential nature of the
Confidential Information. The Architect shall not be absolved from any liability that
may arise as a consequence of breach of confidentiality either by the Architect or any
of its employee/s, individual/s, agent/s or representative/s. 7
• The Architect acknowledges that in the event of any breach or threatened breach of
this clause by the Architect and/or by any individual assigned by the Architect for the
performance of the services under this Agreement, the Architect shall be liable to pay
damages to Principal as may be quantified by Principal. In the event monetary
damages are not an adequate remedy, Principal shall be entitled to injunctive relief to
restrain the Architect from any such breach, threatened or actual.
• If the Architect is directed by a court order, subpoena or other legal or regulatory
process to disclose any Confidential Information, the Architect shall immediately
notify Principal in writing, in sufficient detail immediately upon receipt of such
court order, subpoena, legal or regulatory process, in order to permit Principal
to make an application for an appropriate protection order (which Principal may
pursue at its own expenses). Such notice shall be accompanied by a copy of the court
order, subpoena, legal or regulatory process

9. DISPUTE RESOLUTION
• if a dispute arises between the parties under or in connection with this agreement, the
parties will make every effort to resolve the Dispute by mutual negotiation.
• if the parties are unable to resolve the dispute, then any party may by notice in writing
advise the other party that it seeks to have the Dispute resolved by mediation.
• within 21 days of such notice, the parties may refer the matter to a mutually agreed
mediator. In the event that an agreement cannot Be reached on an appropriate
mediator, any party may refer the dispute to a mediator appointed by the law institute
of victoria.
• nothing contained in this clause 13 will deny a party the right to seek injunctive relief
from an appropriate court where failure to Obtain such relief would cause irreparable
damage to the party concerned.
• these dispute resolution procedures will not apply to events giving rise to the
immediate termination of this agreement where such Events are clearly specified in
this agreement and there is no legitimate dispute as to the interpretation of their
meaning or Factors giving rise to such events nor will these procedures apply to any
dispute concerning the architect’s fees.

10. TERMINATION, SUSPENSION OR ABANDONMENT

• If Principal is informed or information comes to Principal’s attention that the
Architect is or may be in the violation of any law/s, ordinance/s, regulation/s, code/s
or court order/s
• If the Architect fails/defaults in performance of any of the services under this
Agreement or to observe any of its obligations or breaches all or any of the terms of
this Agreement. iii) If the Architect discontinues its business.
• If a petition for insolvency is filed against the Architect and such petition is not
dismissed within ninety (90) days after filing and/or if the Architect makes an
arrangement for the benefit of its creditors or, if the court receiver is appointed as
receiver of all/any properties of the Architect.
• If in the opinion of Principal the interest of Principal are jeopardized in any
manner whatsoever.
• If there is change in the management or control of the Architect firm
• It is hereby agreed and understood by the Parties that nothing contained in clause 19.1
shall limit or restrict Principal from pursuing such further and other legal actions,
against the Architect for any breach or noncompliance of the terms of this Agreement.
• Without prejudice to clause 19.1 Principal shall have a right to terminate this
Agreement without assigning any reason after giving prior written notice of thirty (30)
days to the Architect.
• Upon termination of this Agreement the Architect shall forthwith cease to use any
trademark/logo of Principal, handover all Confidential Information in its possession to
Principal and shall cease to represent itself to be a Architect of Principal.
• Upon earlier termination, the Architect agrees to handover all designs, layouts,
documents as may have been developed by the Architect in furtherance of the Project.

11. COMPENSATION
• In consideration of the Architect rendering the Services to Principal, Principal hereby
agrees to pay a fee of (Amount in words) to the Architect + Service Tax as applicable
• The Architect shall submit bills to Principal for the Services rendered in a particular
month, within a period of 14 days after completion of each stage of the project after
due review and recommendation from the Project Manager. Principal will not
entertain any invoice which has not been routed through Project Manager or if it has
been submitted after expiry of 14 days of the completion of each stage. Principal
shall not be liable to pay any interest for delayed period.
• The Architect and Principal agree that the fees for the additional Services to be
rendered by the Architect shall be discussed and agreed upon by mutual consent of the
Parties. Any change/revision in the fees and/or additional fees shall be agreed upon
by way of exchange of letters between the Parties, Schedule B shall be deemed to be
modified to that extent.
• Any amounts outstanding from Principal against bills submitted in respect of Services
provided by the Architect for more than ninety (90) days, must be advised in writing
to Principal’s office.
• Principal shall be entitled to deduct tax at source and all other statutory deductions in
all payments made to the Architect.
• The Architect shall be solely responsible for any and all levies that are to be borne by
him as per statute, including but not limited to, service tax, works contract tax etc.
12. INDEMNITY
• The Architect hereby agrees to indemnify and keep indemnified and hold Principal
harmless from and against any loss, claim, damage, costs, taxes, duties, additions,
penalties, interest thereon or expenses of any kind, including reasonable attorney’s
fees, incurred/sustained or caused to be incurred/sustained by Principal on account of:

(a) willful or grossly negligent or fraudulent acts or omission of the Architect or its
employees/individuals assigned by the Architect to render the Services
(b) any act or omission of any sub-consultant appointed by the Architect;
(c) contravention of any of the terms, conditions, covenants of this Agreement;
(d) any representation or warranty or information furnished to Principal found to be false;
(e) violation/non compliance with any laws/rules/regulations applicable in rendering of
Services hereunder;
(f) failure to adhere to the standards/specifications of Services required to be rendered to
Principal;
(g) Improper handling or misuse of the Confidential Information.
• The Architect hereby agrees that the amount claimed by Principal shall be final and
binding on the Architect and the Architect shall not dispute the same.