Terms of Service

Last updated: December 2024 | Version 2.0

1. Agreement and Acceptance

1.1 Binding Agreement

These Terms of Service ("Terms") form a binding agreement between Carey Landwehr Architecture & Design (ABN: 61 657 080 043) ("CLAD AU", "we", "us", "our") and you ("Client", "you", "your"). By accessing our website, engaging our services, or accepting any proposal or quotation, you agree to be bound by these Terms.

1.2 Capacity to Contract

You warrant that you have full legal capacity to enter into this agreement and are authorised to bind any entity on whose behalf you engage our services.

1.3 Amendments

We reserve the right to amend these Terms with 30 days' notice via email or website publication. Continued engagement after notification constitutes acceptance of amended Terms. Material changes will not apply retrospectively to existing projects unless agreed in writing.

2. Architectural Services

2.1 Scope of Services

CLAD AU provides professional architectural services in accordance with:

• The Architects Act 1991 (Vic) and professional registration requirements
• Australian Standards and the National Construction Code (NCC)
• Building regulations and planning requirements applicable to your project location

2.2 Services Include

Our services may include, subject to specific agreement:

• Design Services: Conceptual design, design development, and detailed documentation
• Consultation: Site analysis, feasibility studies, and strategic advice
• Documentation: Construction drawings, specifications, and regulatory submissions
• Sustainability: Environmental design solutions and sustainability assessments
• Coordination: Consultant coordination and regulatory compliance management
• Contract Administration: Tender documentation and construction phase services (if engaged)

2.3 Service Exclusions

Unless specifically agreed in writing, our services do not include:

• Engineering services (structural, civil, mechanical, electrical, hydraulic)
• Quantity surveying or detailed cost estimation
• Project management or construction supervision
• Legal or financial advice
• Services outside our professional registration or insurance coverage

3. Client Rights and Obligations

3.1 Client Obligations

To enable timely and professional service delivery, you agree to:

• Information Provision: Provide complete, accurate information about project requirements, site conditions, budget constraints, and regulatory requirements
• Timely Responses: Respond to requests for approval, feedback, or clarification within 7 business days unless otherwise agreed
• Third-Party Engagement: Engage qualified consultants as required and ensure their timely input
• Site Access: Provide safe and legal access to the project site as required
• Legal Compliance: Ensure all instructions and project requirements comply with applicable laws
• Payment: Meet payment obligations as per agreed schedules

3.2 Client Warranties

You warrant that:

• You have legal rights to the property or appropriate authority from the property owner
• All information provided is accurate and complete
• You will not use our services for unlawful purposes
• You will maintain appropriate insurance for the project

4. Fees, Invoicing and Payment

4.1 Fee Structure

Our fees are calculated based on:

• Fixed lump sum amounts for defined scope
• Percentage of construction cost for full service projects
• Hourly rates for additional or consultancy services
• Combination of the above as agreed

4.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are due within 14 days of issue
• Progress payments align with project milestones
• GST is additional to all quoted fees
• Electronic payment is preferred

4.3 Late Payment

Overdue amounts may incur:

• Interest at 10% per annum calculated daily
• Recovery costs including legal fees on an indemnity basis
• Suspension of services until payment is received
• Exercise of lien over project documentation

4.4 Disputed Invoices

Invoice disputes must be raised within 7 days of receipt with specific details. Undisputed portions remain payable within standard terms.

5. Intellectual Property Rights

5.1 Ownership

All intellectual property in designs, drawings, specifications, and other materials created by CLAD AU remains our property until full payment is received. This includes:

• Conceptual designs and sketches
• Design development drawings
• Construction documentation
• 3D models and visualisations
• Specifications and schedules

5.2 Licence to Use

Upon full payment, we grant you a non-exclusive, non-transferable licence to use the design documentation solely for:

• The specific project and site identified in our agreement
• Obtaining necessary approvals and permits
• Constructing the project as designed
• Maintenance and future alterations to the constructed project

5.3 Restrictions

You must not, without our prior written consent:

• Reproduce designs for other sites or projects
• Modify designs beyond the agreed project
• Transfer or sublicense design rights
• Use designs for marketing without attribution
• Register designs or claim ownership

5.4 Attribution

We retain the right to:

• Be identified as the architect for the project
• Document and photograph completed projects
• Use project images for portfolio and marketing purposes
• Enter projects in awards and publications

6. Variations and Additional Services

6.1 Scope Variations

Changes to project scope require written agreement including:

• Description of varied scope
• Additional fees or fee adjustments
• Revised timelines
• Impact on existing work

6.2 Client-Initiated Changes

Client-requested changes after approval of design phases may incur additional fees calculated on time-charge basis at current rates.

6.3 Regulatory Changes

Changes required due to regulatory amendments after design completion are treated as variations unless arising from our error.

7. Project Timelines and Delays

7.1 Indicative Timelines

Project timelines are estimates based on:

• Prompt client decisions and approvals
• Timely consultant coordination
• Standard regulatory timeframes
• No significant scope changes

7.2 Delay Events

We are not liable for delays caused by:

• Client delays in providing information or approvals
• Third-party consultant delays
• Regulatory authority delays
• Force majeure events
• Scope changes or additional service requests

8. Professional Standards and Compliance

8.1 Professional Obligations

We maintain:

• Current architectural registration in Victoria
• Professional indemnity insurance as required by law
• Compliance with the Architects Code of Professional Conduct
• Continuing professional development

8.2 Regulatory Compliance

Our designs aim to comply with applicable regulations at the time of documentation. You acknowledge that:

• Compliance is assessed by relevant authorities, not guaranteed by us
• Regulations may change during project timeline
• Site-specific conditions may affect compliance strategies
• Alternative solutions may require additional documentation

9. Limitation of Liability

9.1 Professional Liability

Our liability is limited to the extent of our professional indemnity insurance coverage, subject to:

• Claims being notified within statutory limitation periods
• Our liability being established through proper legal process
• Proportionate liability provisions under Victorian law

9.2 Excluded Liabilities

To the maximum extent permitted by law, including Australian Consumer Law, we exclude liability for:

• Indirect or consequential losses
• Lost profits or opportunities
• Delays not caused by our negligence
• Third-party consultant errors or omissions
• Construction defects or builder errors
• Changes in property values
• Regulatory approval outcomes

9.3 Consumer Guarantees

Nothing in these Terms excludes, restricts or modifies consumer guarantees under Australian Consumer Law that cannot be excluded, including guarantees that services will be provided with due care and skill.

9.4 Indemnity

You indemnify us against claims arising from:

• Your breach of these Terms
• Use of designs beyond the licensed scope
• Inaccurate information provided by you
• Unauthorised modifications to designs
• Claims by subsequent property owners

10. Insurance and Risk Management

10.1 Professional Indemnity Insurance

We maintain professional indemnity insurance as required by the Architects Registration Board of Victoria, currently at minimum $2 million per claim.

10.2 Client Insurance Obligations

You agree to maintain appropriate insurance including:

• Contract works insurance during construction
• Public liability insurance
• Property insurance as appropriate

11. Confidentiality and Privacy

11.1 Confidential Information

Both parties agree to maintain confidentiality of:

• Commercial terms and fee arrangements
• Proprietary design methods or innovations
• Sensitive project information
• Personal information

11.2 Permitted Disclosures

Confidential information may be disclosed:

• With written consent
• As required by law or court order
• To professional advisers under confidentiality obligations
• As necessary for project delivery

11.3 Privacy Compliance

We handle personal information in accordance with:

• Privacy Act 1988 (Cth) and Australian Privacy Principles
• Our Privacy Policy available at careylandwehr.com/privacy
• Professional confidentiality obligations

12. Dispute Resolution

12.1 Initial Resolution

Disputes should be addressed through:

1. Direct Discussion: Good faith negotiations between parties
2. Senior Management: Escalation to decision-makers if unresolved within 14 days
3. Mediation: Independent mediation if unresolved within 30 days

12.2 Mediation Process

If mediation is required:

• Mediator appointed by agreement or by Resolution Institute
• Costs shared equally unless otherwise agreed
• Conducted in Melbourne, Victoria
• Confidential and without prejudice

12.3 Legal Proceedings

If mediation fails, disputes are subject to exclusive jurisdiction of Victorian courts. Each party bears own legal costs unless the court orders otherwise.

13. Termination

13.1 Termination by Either Party

Either party may terminate by written notice if:

• The other party commits material breach and fails to remedy within 14 days of notice
• Insolvency events occur
• Illegal or unethical conduct is discovered

13.2 Termination for Convenience

You may terminate for convenience with 30 days written notice, subject to:

• Payment for all work completed to date
• Payment for committed costs
• Reasonable demobilisation costs
• Retention of intellectual property by CLAD AU

13.3 Post-Termination

Upon termination:

• We provide work completed to paid stages
• Confidentiality obligations continue
• Accrued rights and liabilities survive
• Licensed use depends on payment status

14. General Provisions

14.1 Entire Agreement

These Terms, together with any signed proposal or agreement, constitute the entire agreement between parties, superseding previous understandings.

14.2 Severability

If any provision is invalid or unenforceable, it will be severed without affecting remaining provisions.

14.3 Waiver

No waiver is effective unless in writing. Failure to enforce rights does not constitute waiver.

14.4 Assignment

You may not assign rights or obligations without our written consent. We may assign to related entities or as part of business restructure.

14.5 Notices

Formal notices must be in writing via email to addresses specified in project agreements or registered post to business addresses.

14.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including pandemics, natural disasters, or government actions.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of Victorian courts and courts of appeal from them.

16. Privacy and Data Protection Statement

We implement comprehensive measures to prevent serious privacy invasions and maintain technical and organisational safeguards in compliance with Privacy Act 2024 amendments. Maximum penalties under current law may reach $50 million for privacy breaches. For detailed information about our data handling practices, please refer to our Privacy Policy.

17. Contact Information

For questions about these Terms or our services: