Terms and Conditions of Business
Bashkal Consultancy Ltd
Registered office address: 20-22 Wenlock Road, London N1 7GU, United Kingdom
Company registration number: 15136279
Effective from June 2026
1. Interpretation
In these Terms and Conditions, the following definitions apply:
1.1. "Client" means the person(s), firm, company or other legal entity identified as the client in the Fee Proposal.
1.2. "Consultant" means Bashkal Consultancy Ltd (company registration number 15136279), trading as "Bashkal", with a registered office address at 20-22 Wenlock Road, London, N1 7GU, United Kingdom.
1.3. "Contract" means the contract between the Consultant and the Client for the provision of the Services, comprising these Terms and Conditions, the Fee Proposal and any other documents expressly incorporated by reference.
1.4. "Deliverables" means the deliverables described in the Fee Proposal, which may include, but are not limited to, drawings, specifications, reports, application submissions, and other documents.
1.5. "Fees" means the fees payable by the Client to the Consultant for the Services as set out in the Fee Proposal.
1.6. "Fee Proposal" means the document provided by the Consultant to the Client, outlining the proposed Services, the associated Fees, and the Payment Terms. The Fee Proposal constitutes an invitation to treat and not an offer capable of acceptance. The Fee Proposal is valid for 90 days from the date of issue but may be extended or revoked by the Consultant at any time.
1.7. "Force Majeure Event" means an event, circumstance or cause beyond a party's reasonable control.
1.8. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.9. "Liability" means liability in or for breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
1.10. "Project" means the specific architectural or development project for which the Client engages the Consultant's Services.
1.11. "Services" means the architectural design, planning application, building regulations application, and/or other services to be provided by the Consultant to the Client as specified in the Fee Proposal.
2. Basis of Contract
2.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2.2. The Client acknowledges that it has not relied on any statement, promise, assurance, warranty or representation made or given by or on behalf of the Consultant which is not set out in the Contract.
2.3. Nothing in these Terms and Conditions shall exclude or limit the Consultant's liability for fraud or fraudulent misrepresentation.
3. Services
3.1. The Consultant shall provide the Services to the Client with reasonable skill and care in accordance with the terms of the Contract.
3.2. The Consultant shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Consultant shall notify the Client in any such event.
3.3. Specialist and Third-Party Consultants
3.3.1. Certain projects require specialist or third-party consultants, subcontractors or specialists ("Third-Party Consultants"), such as structural engineers, drainage engineers, arboriculturalists, ecologists, energy and other technical specialists. The Consultant may identify, recommend and coordinate such Third-Party Consultants where this is necessary or beneficial for the delivery of the Project.
3.3.2. Unless expressly stated otherwise in the Fee Proposal, any Third-Party Consultant is appointed and instructed directly by the Client, and is paid directly by the Client to that Third-Party Consultant. Their fees do not form part of the Consultant's Fees, and the Consultant does not collect, handle, mark up or become liable for those payments.
3.3.3. Each Third-Party Consultant acts as an independent contractor. The Consultant shall not be responsible for, nor shall it assume or be deemed to assume, any duty, liability or responsibility for the professional advice, design, calculations, inspection, certification or other services carried out by any Third-Party Consultant.
3.3.4. The Client acknowledges and agrees that all professional responsibility and liability for the work, advice and services of any Third-Party Consultant shall rest solely with that Third-Party Consultant, and the Client shall have direct recourse only against that Third-Party Consultant in respect of any defects, errors or omissions in their services.
3.3.5. The Consultant's role in relation to any Third-Party Consultant shall be limited to coordination only and shall not include checking, verifying, reviewing, validating or approving the technical accuracy, adequacy or completeness of the Third-Party Consultant's work unless expressly stated otherwise in the Fee Proposal.
3.3.6. Nothing in this Contract shall be construed as creating any responsibility or liability on the part of the Consultant for the acts or omissions of any Third-Party Consultant.
3.4. Planning and Regulatory Outcomes
3.4.1. The Client acknowledges that decisions by planning authorities, building control bodies, and other regulatory authorities are outside the control of the Consultant.
3.4.2. The Consultant does not warrant, represent, or guarantee that any application, submission, or proposal prepared as part of the Services will be approved, accepted, or permitted by any relevant authority.
3.4.3. The Consultant shall have no Liability for any losses, delays, redesign costs, additional fees, or consequences arising from:
- planning refusal;
- requests for amendments;
- changes in planning policy or regulatory requirements; or
- conditions imposed by authorities.
3.4.4. The Client acknowledges that, in planning appeals and certain other proceedings, the relevant authority, the Planning Inspectorate or a court or tribunal may make an award of costs against a party that has behaved unreasonably or otherwise in accordance with the applicable rules. The Client shall be responsible for any costs awarded against it, and the Consultant shall have no Liability for any such award of costs.
3.4.5. Any revisions or resubmissions required by authorities shall constitute Additional Services and may be subject to additional Fees.
3.5. Changes, Revisions and Additional Services
3.5.1. The Services are limited to those expressly set out in the Fee Proposal.
3.5.2. Any changes to the Project brief, design intent, preferred layouts, materials, site information, or other Client instructions after work has commenced shall constitute a change of scope.
3.5.3. Any revisions, redraws, redesigns, additional meetings, or reissued drawings required as a result of:
- Client changes or new instructions;
- comments from third parties;
- planning authority requests;
- design development beyond that originally agreed; or
- errors or omissions in information supplied by the Client;
shall be treated as Additional Services and may incur additional Fees.
3.5.4. The Consultant shall notify the Client where Additional Services are required before proceeding.
3.6. Construction, Contractors and Site Works
3.6.1. Unless expressly stated in the Fee Proposal, the Consultant is not appointed to supervise, inspect, manage, or monitor construction works or the performance of contractors.
3.6.2. The Consultant shall not be responsible for:
- the workmanship, performance, or actions of any contractor;
- the means, methods, techniques or sequencing of construction;
- site safety or compliance with health and safety legislation;
- verifying that construction works conform to the Consultant's drawings or specifications.
3.6.3. The Consultant shall have no Liability for any defects, deficiencies or failures in construction or workmanship.
3.6.4. The Consultant does not provide certification of compliance or approval of works unless expressly stated in the Fee Proposal.
3.7. Builder Vetting and Tender Support
3.7.1. Where the Consultant provides builder-vetting, tendering, or contractor-selection assistance, such support is advisory only. The Consultant does not warrant, represent or guarantee the performance, financial standing, competence or suitability of any contractor. The Client remains solely responsible for the appointment and management of contractors.
3.8. Status of Drawings and Deliverables
3.8.1. Unless expressly stated otherwise in the Fee Proposal, all drawings and Deliverables issued by the Consultant are provided for planning, design or regulatory approval purposes only and are not "for construction". The Consultant shall have no Liability for any use of drawings or Deliverables for construction or implementation unless construction-status drawings expressly marked 'For Construction' have been issued by the Consultant and identified as such in the Fee Proposal.
3.9. Programme and Deadlines
3.9.1. Any timescales or delivery dates provided by the Consultant are estimates only and are dependent on the timely performance of the Client's obligations. If the Client fails to provide information, decisions, payments or approvals when required, any deadlines or timescales shall be extended accordingly without Liability to the Consultant.
3.10. Party Wall and Separate Appointments
3.10.1. Any services provided by the Consultant under the Party Wall etc. Act 1996 (including acting as Building Owner's surveyor, Adjoining Owner's surveyor or Agreed Surveyor) are governed by a separate Letter of Appointment and the fees and terms set out in it, and are not provided under or governed by these Terms and Conditions unless expressly incorporated in the Fee Proposal.
3.11. Construction (Design and Management) Regulations 2015
3.11.1. The Client acknowledges that the Construction (Design and Management) Regulations 2015 ("CDM") may apply to the Project where it involves construction work.
3.11.2. Unless the Consultant is expressly appointed and paid as Principal Designer in the Fee Proposal, the Consultant does not act as Principal Designer under CDM. The Client remains responsible for the client duties under CDM, including (on projects involving more than one contractor) appointing a Principal Designer and a Principal Contractor in writing.
3.11.3. The Consultant will comply with its duties as a designer under CDM in respect of the design work it carries out, including taking account of relevant health and safety considerations in its design and providing the information reasonably required by others.
4. Client's Responsibilities
The Client shall:
4.1. Information and Instructions
4.1.1. Provide the Consultant with all necessary information, instructions, and materials required to perform the Services in a timely and accurate manner. This includes, but is not limited to, site surveys, topographical surveys, geotechnical reports, utility reports, tree surveys, ecological surveys, and any relevant planning history.
4.1.2. Ensure the accuracy and completeness of all information provided to the Consultant. The Consultant shall not be liable for any errors or omissions arising from inaccurate or incomplete information provided by the Client.
4.1.3. Promptly respond to the Consultant's requests for further information, clarification, or instructions.
4.2. Permissions and Approvals
4.2.1. Obtain and maintain all necessary permissions, approvals, consents, and licenses required for the Project, including but not limited to planning permission, building regulations approval, listed building consent, conservation area consent, and any other statutory consents or approvals.
4.3. Decision-Making
4.3.1. Make timely decisions regarding design options, materials, finishes, and other aspects of the Project and promptly communicate those decisions to the Consultant.
4.4. Access and Facilities
4.4.1. Provide the Consultant with safe and unimpeded access to the site at all reasonable times for the purpose of carrying out the Services.
4.4.2. Provide necessary utilities and facilities for the Consultant to carry out their Services on site, including but not limited to electricity, water, and sanitary facilities.
4.5. Third-Party Consultants and Contractors
4.5.1. Be responsible for the appointment, management, and payment of any other consultants or contractors required for the Project, including but not limited to structural engineers, services engineers, quantity surveyors, and building contractors.
4.6. Payment
4.6.1. Comply with the Payment Terms as outlined in the Fee Proposal and pay all invoices within the timeframes specified.
4.7. If the Consultant's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, employees, subcontractors or other third parties, the Consultant shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
4.8. Reliance on Client Information
4.8.1. The Consultant shall be entitled to rely on the accuracy, completeness and suitability of all information, surveys, reports, data, drawings and documents provided by the Client or third parties engaged by the Client.
4.8.2. The Consultant shall not be responsible for verifying or checking the accuracy or completeness of such information unless expressly stated in the Fee Proposal.
4.8.3. The Consultant shall have no Liability for any loss, delay, cost or error arising from inaccurate, incomplete or outdated information provided by the Client or third parties appointed by the Client.
5. Fees and Payment
5.1. The Client shall pay the Fees to the Consultant in accordance with the Payment Terms of the Fee Proposal.
5.2. Unless the Fee Proposal specifies otherwise, the standard payment structure is:
- fifty percent (50%) of the total Fee payable upon acceptance of the Fee Proposal, to initiate the project (or stage of a project); and
- the remaining fifty percent (50%) payable upon completion of the Deliverables and prior to their release to the Client.
An invoice will be issued for each instalment. Where a project is delivered in stages, this structure may be applied per stage as set out in the Fee Proposal.
5.3. The Consultant may invoice the Client for the Fees as specified in the Fee Proposal.
5.4. All invoices are payable by the Client within 7 days of the date of the invoice.
5.5. Without prejudice to any other right or remedy available to the Consultant, if the Client fails to pay any invoice by the due date for payment, the Consultant may:
5.5.1. Charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment;
5.5.2. Suspend the provision of the Services until payment has been received in full; and/or
5.5.3. Terminate the Contract forthwith by written notice to the Client.
5.6. The Client shall indemnify the Consultant against all reasonable costs and expenses incurred by the Consultant in recovering any overdue payments from the Client, including but not limited to legal fees and debt collection agency fees.
5.7. The Consultant is not currently registered for VAT, and accordingly no value added tax is charged on the Fees. If the Consultant becomes registered for VAT, VAT will be charged in addition to the Fees at the prevailing rate, and the Client shall additionally be liable to pay it.
6. Intellectual Property Rights
6.1. All Intellectual Property Rights in the Deliverables and any other materials produced by the Consultant in connection with the Services shall remain the absolute property of the Consultant.
6.2. Subject to the Client fulfilling its obligations under the Contract, the Consultant grants the Client a non-exclusive, non-transferable license to use the Deliverables and other materials produced by the Consultant solely for the purpose of constructing and using the Project as specified in the Fee Proposal.
6.3. Licence Suspension for Non-Payment
6.3.1. If the Client fails to pay any Fees in accordance with the Contract, the licence granted under clause 6.2 shall be automatically suspended until all overdue amounts are paid in full. During any period of suspension, the Client shall not use, reproduce, or rely upon the Deliverables.
6.4. The Client shall not:
6.4.1. Copy, reproduce, modify, adapt, or alter the Consultant's Deliverables or other materials without the prior written consent of the Consultant;
6.4.2. Use the Consultant's Deliverables or other materials for any purpose other than the Project; or
6.4.3. Disclose the Consultant's Deliverables or other materials to any third party without the prior written consent of the Consultant.
6.5. The Client acknowledges that the Consultant may use the Deliverables and other materials produced in connection with the Project for marketing and promotional purposes, provided that the Client's confidentiality is maintained.
7. Limitation of Liability
7.1. Nothing in these Terms and Conditions shall exclude or limit the Consultant's Liability for:
7.1.1. Death or personal injury caused by the Consultant's negligence;
7.1.2. Fraud or fraudulent misrepresentation; or
7.1.3. Any other Liability which cannot be excluded or limited under applicable law.
7.2. Subject to clause 7.1, the Consultant's total Liability to the Client in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in aggregate to £1,000,000 (one million pounds), being the level of the Consultant's professional indemnity insurance, unless a different limit is expressly specified in the Fee Proposal.
7.3. Subject to clause 7.1, the Consultant shall not be liable to the Client for:
7.3.1. Any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of data, or any indirect, consequential, or special loss or damage; or
7.3.2. Any loss or damage caused by any delay in the performance of the Services, howsoever caused.
7.4. The Consultant shall not be liable for any delay or failure to perform its obligations under the Contract to the extent that such delay or failure is caused by a Force Majeure Event.
7.5. For the avoidance of doubt, the Consultant shall have no Liability for any acts, omissions, advice, design, calculations or services provided by any Third-Party Consultant, whether appointed by the Consultant or the Client.
7.6. The Consultant maintains professional indemnity insurance with a reputable insurer providing cover of not less than £1,000,000 (one million pounds) in respect of each claim. The Consultant shall use reasonable endeavours to maintain such cover for a period of six years following completion of the Services, provided that such insurance remains available to the Consultant at commercially reasonable rates and terms. Evidence of the Consultant's professional indemnity cover will be provided to the Client on reasonable request.
7.7. Where the Consultant is liable to the Client for any loss or damage for which one or more other parties (including any Third-Party Consultant or contractor) is also responsible, the Consultant's liability for that loss or damage shall be limited to the proportion which it would be just and equitable for the Consultant to bear having regard to its share of responsibility. This limit applies on the assumptions that all such other parties are deemed to have given the Client undertakings on terms no less onerous than these Terms and Conditions, and have paid to the Client the proportion of the loss for which they are responsible.
8. Force Majeure
8.1. If a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Contract, those obligations will be suspended for the duration of the Force Majeure Event.
8.2. The party affected by the Force Majeure Event shall:
8.2.1. Promptly notify the other party of the Force Majeure Event and its likely duration; and
8.2.2. Use reasonable endeavours to mitigate the effect of the Force Majeure Event.
9. Termination
9.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 4 weeks' written notice.
9.2. Without affecting any other right or remedy available to it, the Consultant may terminate the Contract with immediate effect by giving written notice to the Client if the Client:
9.2.1. Commits a material breach of any of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;
9.2.2. Fails to make any payment due to the Consultant under the Contract within 30 days of the due date for payment; or
9.2.3. Becomes insolvent or enters into liquidation, receivership, administration, or any other form of insolvency process.
9.3. Without affecting any other right or remedy available to it, the Client may terminate the Contract with immediate effect by giving written notice to the Consultant if the Consultant:
9.3.1. Commits a material breach of any of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so; or
9.3.2. Becomes insolvent or enters into liquidation, receivership, administration, or any other form of insolvency process.
9.4. Upon termination of the Contract for any reason:
9.4.1. The Client shall immediately pay to the Consultant all outstanding Fees and expenses due to the Consultant under the Contract;
9.4.2. The Client shall cease all use of the Consultant's Deliverables and other materials; and
9.4.3. The Consultant shall (at the Client's cost) return to the Client all of the Client's property in the Consultant's possession.
10. Dispute Resolution
10.1. If any dispute arises between the Consultant and the Client out of or in connection with the Contract, the parties shall attempt to settle it amicably by negotiation.
10.2. If the dispute cannot be settled amicably within 28 days of either party giving written notice to the other of the existence of the dispute, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
10.3. If the dispute cannot be settled by mediation within 28 days of the commencement of the mediation, or if either party fails to participate or ceases to participate in the mediation, either party may commence legal proceedings.
11. Governing Law and Jurisdiction
11.1. These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales.
11.2. 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 these Terms and Conditions or the Contract.
12. General
12.1. Waiver: No waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
12.2. Severability: If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect.
12.3. Notices: Any notice or other communication required or permitted to be given under these Terms and Conditions shall be in writing and shall be deemed to have been duly given when delivered personally, sent by first-class post, or sent by email to the address of the other party as specified in the Fee Proposal.
12.4. Third Party Rights: A person who is not a party to the Contract shall not have any rights under or in connection with it under the Contracts (Rights of Third Parties) Act 1999.
12.5. Variation: No variation of these Terms and Conditions shall be effective unless in writing and signed by both parties.
12.6. Assignment: The Client shall not assign, transfer, charge, or subcontract any of its rights or obligations under the Contract without the prior written consent of the Consultant. The Consultant may assign or subcontract its rights or obligations under the Contract where necessary for the proper performance of the Services.
13. Data Protection and Privacy
13.1. Each party shall comply with its obligations under all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
13.2. The Consultant shall process any personal data provided by the Client solely for the purposes of performing the Services, administering the Contract, and complying with legal obligations.
13.3. The Consultant shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
13.4. The Consultant may share personal data with Third-Party Consultants, regulatory authorities, or other parties where required for the delivery of the Services or compliance with legal obligations.
13.5. The Consultant shall not retain personal data for longer than is necessary for the performance of the Services or as required by applicable law.
13.6. Further details on how the Consultant collects and uses personal data are set out in the Consultant's Privacy Notice, which is available on the Consultant's website and on request.
14. Consumers and Cancellation Rights
14.1. This clause applies only where the Client is a consumer (an individual acting wholly or mainly outside their trade, business, craft or profession). Nothing in these Terms and Conditions affects a consumer's statutory rights; where any provision conflicts with mandatory consumer protection law, that law prevails.
14.2. Where the Contract is concluded at a distance (for example by email or online) or away from the Consultant's business premises, the Client has the right to cancel the Contract within 14 days, beginning on the day the Contract is entered into, without giving a reason.
14.3. To cancel, the Client must inform the Consultant of the decision to cancel by a clear statement (for example an email to info@bashkal.com, or a letter to the registered office) before the cancellation period expires. The Client may use the model cancellation form set out in the Schedule, but is not required to.
14.4. If the Client wishes the Consultant to begin work during the 14-day cancellation period, the Client must expressly request this. By accepting the Fee Proposal and paying the deposit, the Client requests that the Consultant begins work within the cancellation period and acknowledges that: (a) if the Client cancels after work has begun, the Client must pay for the services provided up to the point of cancellation, in proportion to the full Fee; and (b) the right to cancel is lost once the Services have been fully performed.
14.5. Where the Client cancels in accordance with this clause, the Consultant will reimburse all payments received from the Client, less the proportionate amount due for services already provided at the Client's request, within 14 days of being informed of the cancellation.
Schedule — Model Cancellation Form
(Complete and return this form only if you wish to cancel the Contract.)
To: Bashkal Consultancy Ltd, 20-22 Wenlock Road, London N1 7GU; email: info@bashkal.com
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following service: ____________________
Instructed on [*]: ____________________
Name of consumer(s): ____________________
Address of consumer(s): ____________________
Signature of consumer(s) (only if this form is notified on paper): ____________________
Date: ____________________
[*] Delete as appropriate.