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.