Terms and Conditions

1 | A proposal is valid for 30 days from the date of issuance and is limited to the scope described therein, and hereafter to referred to as the agreement.

2 | The Owner shall provide to Cooper Gardner such information as Cooper Gardner shall [reasonably] request for the performance of the Services, and the Owner accepts that Cooper Gardner will rely on the accuracy, sufficiency, and consistency of that information

3 | If work proceeds with the knowledge and tacit consent of the Owner without this agreement being signed then work shall be billed and paid on an hourly basis.

4 | The Owner will reimburse Cooper Gardner for all [reasonable] expenses incurred in the discharge of Cooper Gardner’s obligations. Expenses will be billed to the Owner at cost plus 10%.

5 | Fees are to be paid within 30 days of the date of invoice.

6 | Interest shall be charged on overdue fees at 7% per annum compounded monthly.

7 | All fees and charges (including without limitation legal fees and collection agency fees) incurred by Cooper Gardner in the recovery of unpaid fees and expenses shall be borne by the Owner and the Owner will also be responsible for any time spent by Cooper Gardner on such recovery, such time to be charged to the Owner on an hourly basis [in accordance with the hourly rates attached to this document].

8 | Standard terms and provisions present in current American Institute of Architects Owner to Architect agreements including B102 or B201 and related documents shall guide and govern all matters except as superseded by the laws of Bermuda and this agreement.

9 | Additional Services required in the execution of the project are to be agreed in advance.

10 | No other Architect shall be engaged to carry out work on this project until all outstanding matters are fully agreed between Cooper Gardner and the Owner.

11 | Copyright in all documents and drawings where Cooper Gardner is the author shall remain the property of Cooper Gardner.  The Owner shall, however, be entitled to reproduce Cooper Gardner’s design by proceedings to execute the Project provided that any fees and expenses due to Cooper Gardner have been paid and that the Owner’s standing with respect to services, documents and drawings prepared by Cooper Gardner and in any work executed, is not otherwise in breach of this agreement.

12 | Cooper Gardner authorship of the design and design documents shall be represented on all Owner published material representing the project.

13 | Cooper Gardner’s liability to the Owner under this agreement shall be limited to the amount of the fees [excluding expenses] charged to the Owner.

14 | Cooper Gardner and the Owner shall attempt in good faith to promptly resolve any dispute or claim arising out of, or relating to, or in connection with this agreement, including any question regarding its existence, breach, termination or validity, dispute or difference through direct negotiations between their respective senior executives having authority to settle the same and, failing resolution, via the assistance of a mediator, in accordance with the current rules and procedures of the Chartered Institute of Arbitrators (Bermuda Branch). In the event mediation is not successful then this shall be finally settled only by arbitration.

15 | The arbitration shall be conducted in accordance with the terms of the Arbitration act 1986, and the current rules and procedures of the Chartered Institute of Arbitrators (Bermuda Branch), except as modified in this agreement or by agreement of the parties.  The seat of the arbitration shall be Bermuda and it shall be conducted in the English language.  The arbitration shall be conducted by a single arbitrator appointed by Mutual agreement.  If the agreement is not reached and an arbitrator is not appointed within 15 days of one party serving on the other a notice that a dispute has arisen and demanding arbitration, the President or Nominating Committee of the Chartered Institute of Arbitrators (Bermuda Branch) shall appoint the arbitrator.  The costs of the arbitrator shall be borne equally by the parties and paid as directed by the arbitrator.

16 | The Owner confirms, on signing the agreement that (i) no other Architect is currently engaged on the same project or (ii) that Cooper Gardner has been notified in writing by the Owner that another Architect is engaged for the same work.

17 | The Owner is hereby notified that Architects are bound to a Code of Conduct and may be subject to the disciplinary sanction of The Architects Registration Council in relation to complaints of unacceptable professional conduct or serious professional incompetence.

18 | The Owner may at any time by 7 days’ prior notice in writing to the Consultant terminate the Consultant’s engagement under this Agreement. Alternatively, the Owner may by such notice as aforesaid bring to an end any part or parts of the Services to be performed by the Consultant.

19 | In the event of a material breach of the Owner of its obligations under the Agreement, which the Owner fails to remedy after receiving a 28 day notice in writing from Cooper Gardner, specifying the breach and requiring its remedy, then Cooper Gardner shall be entitled forthwith by notice in writing to the Owner, to terminate the engagement under this Agreement.

20 | In the event the Contract is terminated, Cooper Gardner shall be paid for all fees, work, time, costs and expenses up to the date of the termination including any and all additional expenses caused by or incurred as a result of the termination.  Cooper Gardner shall provide a final invoice for payment and the Owner shall pay such invoice within 30 days.

21 | SET-OFF The Owner may not withhold or reduce any sum payable to Cooper Gardner by reason of claims or alleged claims against Cooper Gardner. All rights of set-off which the Owner might otherwise exercise under common law are expressly excluded.

22 | Photography & Publicity Release The Owner agrees to allow Cooper Gardner to photograph or video completed areas of the Property before and after the work is completed, and to use all such photographs for reference and marketing purposes, the Owner’s name may not be referenced by Cooper Gardner without the Owner’s consent.  Cooper Gardner is the sole and exclusive copyright owner of any photographs, images or videos of the Property created by Cooper Gardner or its representatives.

23 | Termination, Suspension or Abandonment In the event of termination, suspension or abandonment of the Project by the Owner, Cooper Gardner shall be compensated for services performed. The Owner’s failure to make payments in accordance with the agreement shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services. Either the Architect of the Owner may terminate the agreement after giving no less than seven day’s written notice if the project is suspended for more than 60 days, or if the other party substantially fails to perform in accordance with the terms of the agreement.

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