BN Group’s Terms and Conditions

Unless the context otherwise requires, capitalised words or phrases have the meanings set out in the Proposal that accompanies these Terms.

1. Contract
1.1 The contractual relationship between the parties (Contract) is constituted by:
(a) these Terms;
(b) the Proposal that accompanies these Terms; and
(c) any other document the parties have agreed in writing forms part of the Contract.
1.2 The parties shall be deemed to have accepted that the Contract applies to the Services on the earlier of:
(a) the Client’s written acceptance of the Consultant’s offer to perform the Services; and
(b) substantial commencement by the Consultant of the Services.
1.3 The Contract applies to any Services performed by the Consultant before the date the parties are deemed to have accepted that the Contract applies to the Services.

2. Consultant responsibilities
2.1 The Consultant is engaged by the Client to perform the Services in accordance with the Contract.
2.2 The Consultant must, in performing the Services:
(a) exercise reasonable skill, care and diligence;
(b) regularly consult with the Client and comply with all directions of the Client pursuant to the Contract; and
(c) comply with all laws.
2.3 The Consultant must:
(a) perform the Services with due expedition and without delay; and
(b) complete the Services by the date set out in the Proposal (if any).
2.4 As soon as practicable after becoming aware of any fact, matter or circumstance which may adversely affect or has adversely affected the scope or timing of the Services, the Consultant must give written notice to the Client of the fact, matter or circumstance and its anticipated effect on the Services.
2.5 The Consultant may subcontract any part of the Services with the prior consent of the Client but will remain fully responsible for those services.
2.6 Where the Proposal nominates key personnel (including the Consultant’s representative), the Consultant will use reasonable endeavours to ensure those personnel are engaged in the performance of the Services. The Consultant may replace them with personnel of equivalent experience, ability and expertise.
2.7 The Consultant will submit a written report to the Client summarising the Consultant’s progress in the performance of the Services at the end of each month (or such longer period agreed between the parties).

3. Client responsibilities
3.1 The Client must provide to the Consultant:
(a) all documents and other information in the possession or control of the Client; and
(b) directions, instructions, and decisions, sufficient to enable the Consultant to perform the Services in accordance with the Contract.
3.2 Without limiting clause 3.1, the Client must (unless otherwise agreed by the parties) provide full survey information in all areas of the proposed works, depicting all relevant site information and all information relevant to adjacent properties.
3.3 The Client must pay the Consultant the Fee and the Reimbursable Expenses in accordance with the Contract.
3.4 The Client must procure sufficient access to any premises or sites necessary for the Consultant to perform the Services in accordance with the Contract.
3.5 The Client must promptly give written notice to the Consultant of its representative who is deemed to have full authority to act on its behalf for all purposes in connection with the Services.
3.6 If the Client gives a direction orally, the Client must, as soon as practicable, confirm it in writing. If-the Consultant in writing requests the Client to confirm an oral direction, the Consultant shall not be bound to comply with the direction until the Client confirms it in writing.
3.7 The Client acknowledges that the fee has been reduced for the initial stage of the services up to and including development application documentation. If the Client does not proceed with the Consultant for the balance of the services but proceeds with project on the basis of the Consultant’s initial services, then the Client will pay the Consultant an additional amount calculated as 150% of the approved fees since commencement.

4. Changes to the Services
4.1 The initial scope of the Services is set out in the Proposal.
4.2 The Client may, by written notice to the Consultant, propose a change to the scope of the Services which is of a character and extent contemplated by, and capable of being carried out by the Consultant under, the Contract.
4.3 As soon as practicable after receiving such notice, the Consultant must notify the Client whether the proposed change can be effected together with the Consultant’s estimate of the:
(a) cost of the proposed change; and
(b) effect on the time for performance of the Services, including any date for completion of the Services.
4.4 The Client may by written notice accept the Consultant’s response, in which case the Services, the Fee and the time for performance of the Services are adjusted accordingly. If the Client does not accept the Consultant’s response, the parties will negotiate in good faith to reach agreement in relation to the proposed change.
4.5 If a new law or change in law after the date the parties are deemed to have accepted that the Contract applies to the Services necessitates a change to the Services, then the extent to which the Services are changed by that legislative requirement shall be a deemed change to the Services and the Fee and the time for performance of the Services are to be adjusted by a reasonable amount and period respectively.

5. Delay
5.1 If the Consultant is delayed in performing the Services due to an event or circumstance beyond the control of the Consultant then:
(a) the date for completion of the Services shall be extended by the extent of the delay; and
(b) except where the Proposal expressly provide for a fixed Fee, the Consultant shall be entitled to the additional costs and expenses reasonably incurred as a result of that delay.

6. Payment
6.1 The Consultant will submit written claims for payment of the Fee and the Reimbursable Expenses, both as set out in the Proposal and at the times stated in the Proposal, and accompanied by such documents or other information as is reasonably required by the Client to verify the relevant claim.
6.2 On receipt of a claim for payment, the Client must assess the claim and, except as otherwise provided in the Proposal, pay the Consultant the amount due and payable within 15 business days after receiving the claim for payment. If the Client does not intend to pay the full amount of the claim, the Client must, not later than 10 business days after receipt of the payment claim, provide the Consultant with a written statement of the reason for any difference between the amount claimed and the amount paid or to be paid.
6.3 If the Client fails to pay the Consultant an amount due and payable under clause 6.2, the Consultant may by notice in writing to the Client suspend the performance of the Services. If the Client has not remedied that failure by the date that is 14 days after the date of receipt of the suspension notice, the Consultant may by notice in writing terminate the Contract.
6.4 If any moneys due and payable to the Consultant remain unpaid after the date upon which, or the expiration of the period within which, they should have been paid, then interest shall be payable on such moneys at the annual rate of 2% above the current maximum overdraft rate set by the Reserve Bank of Australia from but excluding the date upon which, or the expiration of the period within which, they should have been paid to and including the date the moneys are paid.

7. Intellectual property rights
7.1 Subject to payment of all amounts payable by the Client to the Consultant under the Contract, the Consultant grants to the Client a licence to use deliverables prepared by the Consultant as part of the Services for the purposes of the project to which the Services relate.
7.2 The Consultant warrants that the Consultant owns, or is licensed to use, the intellectual property rights in such material and shall indemnify the Client against any liability loss or damage arising as a result of the material infringing the intellectual property rights of a third party.
7.3 The Client must indemnify the Consultant against any document or other information provided by the Client to the Consultant under these Terms infringing the intellectual property rights of any third party.
7.4 The Client agrees that:
(a) at all times CAD files and REVIT models produced as part of the Services will remain the property of the Consultant and must not be distributed by the Client to any third party, or otherwise used without the Consultant’s prior written consent;
(b) the REVIT model (if any) will only be made available to third parties when required by the Consultant to assist the Consultant perform the Services;
(c) REVIT models will not be provided to the Client on termination of the Contract or for the purpose of generating as-built documentation.
7.5 The Consultant reserves the right to charge further fees for the provision of CAD files and REVIT models.

8. Insurance
8.1 Before the Consultant commences performing the Services, the Consultant must:
(a) effect or maintain a professional indemnity policy for the Services with a total aggregate cover not less than the sum stated in the Proposal;
(b) maintain a public liability policy for an amount not less than set out in the Proposal; and
(c) insure against liability for death of or injury to persons employed by the Consultant,
8.2 and provide a copy of the certificate of currency for each of these insurance to the Client.
8.3 All insurances shall be maintained until the Consultant completes the Services and, in the case of the professional indemnity insurance, for a period of 6 years after completion of the Services.

9. Dispute resolution
9.1 If a dispute or difference (Dispute) between the parties arises in connection with the Services or the Contract, then the parties must, in good faith, subject to clause 9.5, attempt to resolve Dispute in accordance with the procedure in this clause 9 as a condition precedent to commencing any legal proceedings.
9.2 Where a Dispute arises, either party may give the other party a written notice specifying the Dispute, the particulars of the party’s reasons for being dissatisfied and the position which the party believes is correct.
9.3 If the Dispute is not resolved within 28 days after a notice of dispute given under clause 9.2 is received by the other party, the Dispute must be referred to the parties’ respective senor officers who shall confer at least twice to resolve the Dispute or agree on a method of doing so. All aspects of these conferences except the fact of occurrence shall be privileged.
9.4 If the Dispute is not resolved within 14 days after the parties’ respective Chief Executive Officers last meeting under clause 9.3 then, unless the parties otherwise agree in writing, either party may commence legal proceedings in respect of the Dispute.
9.5 Nothing in this clause 9 will prejudice the right of a party to institute proceedings to enforce payment under the Contract or to seek injunctive or urgent declaratory relief.

10. Limitation of Liability
10.1 The Consultant’s liability to the Client arising out or, or in any way in connection with, the Services, the non-performance of the Services and/or the Contract, shall be limited to the monetary limit of liability set out in the Proposal.
10.2 The limitation of liability in clause 10.1:
(a) applies to all liability arising out of, or in any way in connection with, the Services or the Contract; and
(b) includes but is not limited to negligence, misrepresentation or other tort of the Consultant or its officers, employees, agents or contractors.

11. Termination and suspension
11.1 The Client may terminate the Contract at any time by giving 21 days’ prior written notice to the Consultant.
11.2 If the Contract is terminated under clause 6.3 or clause 11.1, the Client shall pay the Consultant a fair and reasonable fee (including overheads and profit) for the performance of the Services up to the date of termination together with payment of costs and expenses reasonably incurred by the Consultant in the expectation of completing the Services.

12. General
12.1 The Contract and any documents or information relating to the Contract or the Services are confidential and the parties must not disclose any of these without the prior written consent of the other party, except to the extent that the disclosure is required to perform the Contractor by law.
12.2 Unless otherwise directed in writing by the Client, the Consultant may include references to the Services in its promotional material. Such references shall exclude any confidential material.
12.3 All indemnities in these Terms survive termination of the Contract.
12.4 No rule of construction applies to the disadvantage of a party on the basis that the party put forward the Contract or any part.
12.5 The Contract is subject to and is to be construed in accordance with the laws of the State or Territory in which the Services are performed.
12.6 If the Client comprises two or more persons, each person will be jointly and severally bound by the Client’s obligations under the Contract.
12.7 All payments under the Contract are exclusive of GST. If the provision of the Services is a taxable supply, the Client will pay the Consultant an additional amount equal to the amount of the consideration for the Services multiplied by the GST rate. The additional amount is payable at the same time and in the same manner as the consideration for the Services.

13. Architects Code
13.1 The parties acknowledge the existence of the NSW Architects Code of professional Conduct (Code) and its application to the Contract and the Consultant will provide a copy of the Code to the Client on request by the Client.
13.2 The Consultant may, by written notice to the Client, withdraw from the provision of the Services if the Consultant reasonably believes that, in its professional judgment, the provision of the Services would require the Consultant to ac
(a) in a manner that the Consultant thinks is unethical; or
(b) in contravention of the Architects Act 2003 (NSW), the Architects Regulation 2017 (NSW) or the Code.
If the Consultant gives such a notice, the Contract will be deemed terminated by the Client under clause 11.1 and clause 11.2 will apply.

NSW Registered Architect Stephen Blaxland, 4435

31.07.2025

BN Group’s Terms and Conditions

1. Unless another contract has been agreed in writing with you (the Client), all documents issued by us and all work performed by us are based on these terms. Unless otherwise agreed in writing, your request that we perform work on your behalf will be deemed to be an acceptance of these terms. Such documentation and work will be performed at such fees as have been quoted in writing to you by us, or if no such quote exists, at our current standard rates. Unless otherwise stated, prices do not include GST.
2. Unless otherwise specifically stated in any quotation issued by us, all disbursements are excluded from our quoted fees. The disbursement costs (together with a 15% handling fee) will be added to the monthly invoices. All disbursement items will be identified, and records maintained for Client review. Disbursements include but are not limited to the following:
   1. 1. Plan printing and photocopying
      2. Mail and couriers
      3. Photography and photographic reproduction
      4. USB storage devices, CDs, DVDs and any type of memory cards
      5. Presentation materials
      6. Travel and accommodation costs
      7. Statutory Authority fees
      8. Special presentation drawings, models and perspectives
      9. High resolution scanning, digital manipulation of images; and
      10. The costs of purchasing intellectual property rights from third parties.
3. Unless the travel time exceeds 4 hours from our office, all air travel will be undertaken at economy rates charged from time to time by the airline used.
4. If BN is required to perform additional services beyond those services identified in any particular contract or quotation, then such additional services will be subject to a separate fee which will either be agreed in writing between BN Group and the Client, or if not agreed will be at our standard rates.
5. Where BN Group is engaged to develop initial concepts and strategies for a proposed project, BN Group will charge reduced fees on the expectation that future architectural work for the project will be undertaken by BN Group. If the  Client elects to proceed with other consultants to further the project based upon BN Group’s initial work then BN shall be entitled to an additional fee payment equaling 150% of the then currently approved project fees since commencement.
6. GST will be charged in addition to standard or quoted fees and will be itemised in BN Group’s tax invoices in accordance with relevant legislation. Any taxes or imposts payable in respect of services performed by us outside of Australia will be charged to the Client in addition to our fees.
7. BN Group’s invoices will be issued on a monthly basis or in accordance with a fee schedule agreed in writing by reference to the program of works. Unless otherwise agreed, BN Group’s standard fee schedule will apply, that is, invoices will be issued at the end of the month.
8. Invoices are payable within fourteen (14) days from date of issue, unless otherwise agreed in writing. In any event the maximum time for payment of invoices is 30 days.
9. Interest is payable on any portion of an invoice not paid within fourteen (14) days of issue. Interest to be calculated at a daily rate equivalent to 10% per annum which is agreed to be a genuine estimate of the loss which is likely to be suffered by BN Group. BN Group is entitled to immediately suspend performance of work in the event that an invoice is not paid when due. Such right to suspend performance is in addition to any other remedy then available to BN Group,
10. In the event we are required to undertake amendments or alterations and changes following sign-off of the various stages of work, then BN reserves the right to charge for additional time incurred at our standard hourly rate. All amending work will be agreed with the Client prior to commencement.
11. In the event that works relating to our agreed fees should cease for any reason then, in addition to any other remedy, BN Group reserves the right to charge for all completed works up to the date of cessation. Any attendance required thereafter by representatives of BN Group will be charged at our standard hourly rate, in addition to the agreed fee which has been charged to the Client at that time.
12. At all times CAD files and REVIT models produced for any Project will remain the property of BN and must not be distributed to any third party, or otherwise used without BN’s written consent. The REVIT model will only be made available to third parties when required by BN to assist BN in undertaking its project obligations. REVIT models will not be provided at termination or for the purpose of generating as-built documentation. BN reserves the right to charge further fees for the provision of CAD files and REVIT models
13. General Program
    BN Group will advise of a General Program for the performance of work that will reflect BN Group’s understanding of the Project scope and timetable. Such Program will be reflected in our fee payment schedule issued from time to time. In the event that the Program becomes extended or varied from our initial assumptions then BN Group reserves the right to vary the fees to reflect the additional resources required. Additional fees will be payable for protracted attendance at meetings by senior staff and the re-establishment of design and documentation teams in circumstances where such further work is not reasonably contemplated by the Program. Clients may request both fees and Program to be suspended by giving thirty (30) days notice in writing. Such suspension may continue for a maximum of 6 months without variance to the original fees. Beyond this period BN Group reserves the right to recover its loss suffered as a result of the failure of the Client to proceed diligently with the performance of its works.
14. Existing Documents
    The Client is to provide full survey information in all areas of the proposed works, depicting all relevant site information and all information relevant to adjacent properties.
15. Scope of Work
    Our assumption of the scope of works is based upon the information provided by the Client, BN Group reserves the right to re-evaluate it’s quoted fees should our assumption of the scope of works prove inaccurate.
16. Copyright
    Copyright in all documentation prepared by BN Group is, and will always remain the property of BN Group. Subject to payment of fees in full, the Client shall have a limited license to use such documents prepared by BN Group for the specific project for which they are prepared. The Client shall not be entitled to use the documents in any form or through any other consultant, for any other or similar project, without the consent in writing of BN Group. No documents shall be used by the Clients or any other Consultants for any purposes (including submissions and or construction purposes) prior to the payment of all outstanding invoices.
17. Unless otherwise agreed in writing, the Terms and Conditions set out above are deemed to be accepted when the Client requests BN to perform work.
18. Until full payment for work performed is received by BN Group, we reserve the right to demand and receive the return of all documentation prepared by BN Group from all sources. Collection of documentation will be at the Client’s cost.
19. All fees for projects undertaken within Australia are payable in Australian Dollars. All projects outside of Australia will be undertaken, calculated and payable in U.S Dollars.
20. The time period for the performance of work by BN Group will depend on the nature of the work which is performed. For example, work which is performed on an ad hoc basis, or where no specific time period is agreed, will be completed within the time reasonably expected for the performance of such work; work performed pursuant to a written quote will generally proceed within the time (if any) specified in such quote; Project work will proceed in accordance with the Program which is developed by BN Group for the performance of such work. BN Group will not be liable for loss arising from delays in the performance of work which do not arise from its fault.
21. Either party will be entitled to terminate this Agreement without being liable for loss or damages for future performance, by giving notice in writing to the other party in the following circumstances:
    1. 1. immediately, in the event of the liquidation or insolvency of the other party, or where the other party commits a breach of this Agreement which cannot be remedied; or
       2. at the expiration of 21 days, where the other party is in breach of its obligations under this Agreement and such breach has not been reasonably rectified within such 21 day period; or
       3. at the expiration of a reasonable period of notice in writing where an event of force majeure occurs, and such force majeure has not ceased to exist prior to the expiration of such reasonable period.   
       4. Immediately upon the expiration of 7 days from date BN gives notice to the Client demanding payment of any outstanding invoice and such invoice is not paid within such time.
22. All disputes between the Parties will be firstly determined by arbitration and in accordance with the LEADR Rules.
23. Should BN Group be required to work in Joint Venture with other Architectural Consultants, BN Group will maintain copyright in all work produced by us until such time that all fees have been paid or indeed a separate contract has been agreed and signed. All Joint Venture Consultants are required to include BN Group’s name to the consultant list and be featured in equal weight for all submissions and marketing material.
24. Where a visual, spoken or written reference to a work of architecture is integral to the purpose of an advertisement, in any media or an award submission, the architect for the work is to be clearly identified.
25. Site signage for the Project should include reference to BN.

NSW Registered Architect Stephen Blaxland, 4435

18.12.2018