TERMS AND CONDITIONS
We reserve the right to change these Terms of Service or to impose new conditions on use of the Site, from time to time, in which case we will post the revised Terms of Service on this website. By continuing to use the Site after we post any such changes, you accept the Terms of Service, as modified.
It is important to note that UK legislation places a number of obligations upon the Client within a construction contract. We would strongly recommend you seek legal and other specialist advice on these matters. In particular we advise you that the Construction (Design and Management) Regulations 2015 impose significant obligations upon a Client. It will be your responsibility to make suitable arrangements for managing health and safety during the project, in particular by appointing other duty holders as appropriate. This needn’t be a complex exercise and we are happy to offer further guidance with respect to these regulations and the necessary appointments.
RIBA Skill and Care
As per the RIBA code of conduct, we will fulfil these services with due skill and care, and will keep yourself regularly informed of progress. We will be performing our services in accordance with the RIBA Standard Conditions of Appointment for an Architect 2012, a copy of which is enclosed.
All drawings and design work produced by EOHMA in the creation of the Deliverables or the provision of the Services shall remain vested in the Architect who will grant a non-exclusive, irrevocable licence for use by the Client for any purpose related to the Contract once payment has been received in full. Such licence may not be transferred by the Client to a Third Party without the prior written agreement of the Architect. The Client shall not remove any markings identifying the Architect as the owner of the Copyright.
We confirm that we maintain appropriate professional indemnity insurance in accordance with the guidance of the Architects Registration Board (ARB). Our director Curtis Martyn will be responsible for our services on this project and any complaints regarding the provision of our services should be referred to him for resolution in accordance with our complaints handling procedure. He is registered with the ARB and is subject to the ARB’s Standards of Conduct and Practice. You have the right to refer him to the ARB should you consider that our conduct or competence falls short of the Standards.
The above fee is not inclusive of expenses for printing, copying, travel expenses and any relevant disbursements including planning and Building Regulation approvals. We will advise you of the cost of these disbursements and fees when required. Where the presence of the designer is required beyond typical administration of works expenses are to be paid by the client. Consultancy is defined as face to face, phone communication and email correspondence in relation to the project. This will be usually agreed prior to entering in thereof or implied within reasonable consideration.
Dispute Resolution Procedures
EOHMA Limited reserves the right to suspend or terminate this agreement in the event of non-payment of fees or other breach of the terms of this agreement. In the event of a dispute, of which either party may give notice at any time, The Client and EOHMA Limited may attempt to settle the dispute by methods of negotiation or mediation if suitable.
RIBA STANDARD CONDITIONS OF APPOINTMENT FOR AN ARCHITECT
1 Definitions and interpretation etc.
1.1 Where defined terms are used in the Agreement they are distinguished by an initial capital letter. The following definitions apply to all documents comprising this Agreement and are in addition to those set out elsewhere in the Agreement.
Brief means the latest statement of requirements for the Project issued or approved by the Client:
at inception any initial statement by the Client;
after clarification of the objectives, the Design Brief (or Output Specification); and
and any subsequent development into the Project Brief.
The Brief shall include any information or drawings prepared by or on behalf of the Architect and approved by the Client during the development of the Brief.
Collaborate means to co-operate with and to provide to or receive from Other Persons information reasonably necessary, as and when requested, for performing the Services or for such Other Persons to carry out their work or services, to consider and, where competent to do so, to comment on such information.
Confidential Information means all information relating to the Client’s and the Architect’s business and affairs which either party directly or indirectly receives or acquires from the other party or any representative of the other party either in writing or verbally.
Construction Cost means:
the client’s target cost for constructing the Project as specified in the Project data or where no such amount is specified a fair and reasonable amount; or subsequently
the latest professionally prepared estimate approved by the client; or where applicable
the actual cost of constructing the Project upon agreement or determination of a final account for the Project; and
includes (without limitation):
the cost as if new of any equipment and/or materials provided or to be provided by the Client to a contractor for installation during construction of the project;
any direct works carried out by or on behalf of the Client; and
provision for contractor’s profit and overheads; and
Value Added Tax;
the costs of resolution of any dispute;
the Client’s legal and in-house expenses;
any loss and/or expense payments paid to a contractor;
any adjustment for any liquidated damages deducted by the Client.
Other Person means any person, company or firm, other than the Architect or any sub-consultant of the Architect, including but not limited to consultants, contractors, sub-contractors, specialists, statutory bodies or undertakers, approving or adopting authorities, who have performed or will perform work or services in connection with the Project.
Project is defined in the Project Data.
Project Data means the matters set out in the ‘Project Data’ schedule, which may be varied by agreement.
Services means the services to be performed by the Architect specified in the ‘Services’ schedule, which may be varied by agreement.
Timetable means the Client’s initial programme for performance of the Services as specified in the Project Data, or where no such programme is specified it shall be a fair and reasonable period. Subsequently, the Timetable shall be the latest programme approved by the Client.
1.2 The headings and notes to the Conditions are for convenience only and do not affect interpretation.
Words denoting natural persons include corporations and firms and vice versa.
1.3 Any notice or other document required under the Agreement is to be in writing and given or served by any effective means to the address of the recipient stated in the Agreement or such other address, including a postal address or fax number or email address notified to the other party.
Communications between the Client and the Architect that are not such notices or document may be sent to any other address, including an e-mail address, notified to the other party as an appropriate address for specific communications. Communications take effect on receipt, but if not in writing are of no effect unless and until confirmed in writing by the sender or the other party.
Communications sent by special delivery or recorded delivery are deemed (subject to proof to the contrary) to have arrived at the appropriate address on the second working day after posting.
1.4 Where under this Agreement an action is required within a specific period of days, that period includes Saturdays and Sundays but excludes any day that is a public holiday.
1.5 The provisions of this Agreement continue to bind the Client and the Architect as long as necessary to give effect to their respective rights and obligations.
1.6 This Agreement is subject to the law of England and Wales or Northern Ireland or Scotland as specified in the Project Data and subject to clause 9.3 the parties submit to the exclusive jurisdiction of the specified jurisdiction.
2 Obligations and authority of the Architect
Duty of care
2.1 The Architect exercises reasonable skill care and diligence in conformity with the normal standards of the Architect’s profession in performing the Services and discharging all the obligations under this clause 2.
Duty to inform
2.2 The Architect shall keep the Client informed of progress in the performance of the Services and of any issue that may materially affect the Brief, the Construction Cost, the Timetable, or the quality of the
2.3 The Architect shall inform the Client upon becoming aware of:
2.3.1 a need to appoint Other Persons, other than those named in the Project Data, to perform work or services in connection with the Project; and/or
2.3.2 Any information, decision or action required from the Client or others in connection with performance of the Services.
2.4 The Architect shall Collaborate with Other Persons named in the Project Data, or whose appointment is foreseeable and, as applicable, shall co-ordinate and integrate the information received into the Architect’s work.
2.5 The Architect shall act on behalf of the Client in the matters set out or necessarily implied in this Agreement or in project procedures agreed with the Client from time to time, but has no authority, without the Client’s prior approval:
2.5.1 to enter into any contractual or other commitment on behalf of the Client;
2.5.2 to terminate the employment of Other Persons appointed by the Client; or
2.5.3 to make or cause to be made any material alteration to or addition to or omission from the Services or the approved design.
In the event of an emergency, the Architect may issue instructions to a contractor to prevent danger to persons or material damage to the Project without the Client’s prior approval, and shall confirm such action in writing to the Client without delay.
2.6 The Architect’s Representative shall have full authority to act on behalf of the Architect for aII purposes in connection with performance of the Services but not to vary the terms of the Agreement.
2.7 The Architect shall have the right to publish photographs of the Project and the Client shall give reasonable access to the Project for this purpose for 2 years after practical completion of the construction works.
2.8 The Architect shall obtain the consent of the Client, which consent is not unreasonably withheld or delayed, before publication of any other information about the Project, unless reasonably necessary for performance of the Services.
2.9 The Architect shall not disclose to any other person Confidential Information unless:
2.9.1 disclosure is necessary for the proper performance of the Services, or in order to take professional advice in relation to this Agreement or the Services, or in order to obtain/maintain insurance cover as required by this Agreement;
2.9.2 it is in the public domain other than due to wrongful use or disclosure; or
2.9.3 disclosure is required by law or because of disputes arising out of or in connection with this Agreement.
3 Obligations and authority of the Client
3 Client’s Representative
3.1 The Client’s Representative shall have full authority act on behalf of the Client for all purposes in connection with the matters set out in this Agreement but not to vary the terms of the Agreement.
Information, decisions, approvals, etc
3.2 The Client shall supply the Initial statement of the Client’s requirements and shall advise the relative priorities of the Client’s requirements, the Brief, the Construction Cost and the Timetable.
3.3 The Client shall provide free of charge, aII the information in the Client’s possession, or reasonably obtainable,which is necessary for the proper and timely performance of the Services and the Architect shall be entitled to rely on such information.
3.4 The Client shall give decisions and approvals and shall take such actions necessary for the proper and timely performance of the Services.
3.5 The Client (or the Lead Consultant or other consultant designated by the Client) may issue reasonable instructions to the Architect.
3.6 Where the Architect has responsibility to direct and/or co-ordinate the work or services of or give instructions to other Persons, such instructions shall be issued only through the Architect and the Architect shall not be responsible for any instructions issued otherwise.
Applications for consent
3.7 The Client shall instruct the making of applications for consents under planning legislation, building acts, regulations or other statutory requirements and others having an interest in the Project. The Client shall pay any statutory charges and any fees, expenses and disbursements in respect of such applications.
Appointment of other Persons
3.8 Where work or services, other than those to be performed by the Architect, are required, the Client shall appoint and pay Other Persons under separate agreements to perform such work services or products and shall require them to Collaborate with the Architect. Such Other Persons shall include site inspectors or clerks of works.
The Client shall confirm in writing to the Architect the services to be performed by Other Persons, their disciplines and the expected duration of their employment.
The Client acknowledges that the Architect does not warrant the competence, performance,work, services, products or solvency of any such Other Persons.
3.9 The Client shall hold the contractor appointed to undertake construction works and not the Architect responsible for the management and operational methods necessary for the proper carrying out and completion of the construction works in compliance with the building contract or contracts.
Time and cost
3.10 The Client acknowledges that the Architect does not warrant:
3.10.1 that planning permission and other approvals from third parties will be granted at all, or if granted, will be granted in accordance with any anticipated time-scale;
3.10.2 compliance with the Construction Cost and/or the Timetable,which may need to be reviewed for such matters as, but not limited to:
(a) approved variations arising from design development or requested by the Client;
(b) delays caused by any Other Person; and/or
(c) any other factors beyond the control of the Architect.
3.11 The Client shall procure such legal advice and provide such information and evidence as required for the resolution of any dispute between the Client and any other parties in connection with the project.
3.12 The Client shall not disclose to any Other Person Confidential Information unless:
3.12.1 disclosure is necessary to take professional advice in relation to this Agreement or the Services;
3.12.2 it is in the public domain other than due to wrongful use or disclosure; or
3.12.3 disclosure is required by Iaw or because of disputes arising out of or in connection with this Agreement.
4 Assigning and sub-contracting
4.1 Neither the Architect nor the Client shall at any time assign the benefit of this Agreement or any rights arising under it without the prior written consent of the other, which consent shall not to be unreasonably withheld or delayed.
4.2 With the consent of the Client, which consent is not unreasonably withheld, the Architect may appoint a sub-consultant or sub-consultants to perform part of the Services. Any such sub-contracting does not relieve the Architect of responsibility for carrying out and completing the Services in accordance with this Agreement. Such consent is not required in respect of persons such as agency or self-employed staff.
4.3 If during performance of the Services it is the Architect’s opinion that it would benefit the Client the Architect may recommend that the Client appoints other Persons with appropriate knowledge and experience to perform part of the Services. If the Client agrees to make such appointment it shall be made without undue delay. On such appointment the Client shall give written notice to the Architect, who shall be relieved of responsibility and Iiability for that element of the Services.
The Architect shall Collaborate with such Other Persons.
5 Fees and expenses
Calculation of fees
5.1 The fees for performance of the Services and/or any additional services shall be calculated in accordance with this clause 5and as specified in the schedule of Fees and expenses.
5.2 The Basic Fee for performance of the Services shall be:
5.2.1 where the Project is for the design and carrying nut of construction works, including the specified number of site visits during the construction period:
(a) a percentage or percentages applied to the Construction Cost in accordance with clause 5.4) and/or
(b) a lump sum or sums in accordance with clause 5.5, and/or
(c) time charges in accordance with clause 5.5, and/or
(d) any combination of these; and/or
(e) another agreed method.
5.2.2 for other professional services:
(a) a lump sum or sums in accordance with clause 5.5.1,* and/or
(b) time charges in accordance with clause 5.5,’ and/or
(c) another agreed method.
5.3 For performance of Other Services specified in the Services schedule, but not included in the Basic Fee, the fee for each service shall be:
5.3.1 a lump sum or sums in accordance with clause 5.5.1,. and/or
5.3.2 time charges in accordance with clause 5.5,. and/or
5.3.3 another agreed method.
5.4 Where this clause 5.4 applies, the Basic Fee shall be calculated by applying:
5.4.1 the specified percentage applied to the final Construction Cost; or
5.4.2 the relevant specified percentage for each work stage to the Construction Cost at the end of the previous stage.
5.5 Where this clause 5.5 applies, the Basic Fee shall be:
5.5.1 the specified lump sum or lump sums; or
5.5.2 a lump sum or lump sums for each work stage calculated my applying the specified percentages to the Construction Cost for the developed design current at the end of RIBA Stage 4; or
5.5.3 a lump sum for each work stage calculated by applying the relevant specified percentage to the Construction Cost current at the end of the previous stage.
5.6 Where this clause 5.6 applies, the time-based fee shall be ascertained by multiplying the time reasonably spent in the performance of the Services by the specified hourly or daily rate for the relevant personnel. Time ‘reasonably spent’ includes the time spent in connection with performance of the Services and in traveling from and returning to the Architect’s office.
Revision of lump sums and other rates
5.7 Every 12 months, lump sums complying with clause 5.5, less any amounts previously claimed, and rates for time charges shall be revised in accordance with changes in the Average Earnings Index and rates for mileage and printing shall be revised in accordance with changes in the Consumer Price index.
Each 12-month period shall commence on the anniversary of the Effective Date of this Agreement specified in the Project Data, or where clause 5.5.2 or 5.5.3 applies the date of calculation of the lump Sums.
5.8 The Basic Fee:
5.8.1 shall be adjusted including due allowance f0r any loss and/or expense if:
(a) material changes are made to the Brief and/or the Construction Cost and/or the Timetable;
(b) the Services are varied by agreement.
5.8.2 shall not be adjusted for any reduction of the Construction Cost arising solely from deflationary market conditions not prevailing at the Effective Date. The Basic Fee shall continue to be based on the Construction Cost current prior to the date cf such reduction.
5.9 Where the Architect for reasons beyond the Architects reasonable control incurs extra work or loss and expense for which the Architect would not otherwise be remunerated, the Architect shall be entitled to additional fees calculated on a time basis as set out in clause 5.5 unless otherwise agreed. Matters in relation to which the Architect shall be entitled to additional fees include but are not limited to circumstances where:
5.9.1 the Architect is required to vary any item of work commenced or completed pursuant to this Agreement or to provide a new design after the Client has authorised the Architect to develop an approved design;
5.9.2 the nature of the Project requires that substantial parts of the design cannot be completed or must be specified provisionally or approximately before construction commences;
5.9.3 performance of the Services is delayed, disrupted or prolonged; and
5.9.4 the cost of any work, installation or equipment for which the Architect performs Services is omitted from or not included in the Construction Cost.
This clause 5.9 shall not apply where any adjustment under clause 5.8.1 applies to the same events.
The Architect shall inform the Client on becoming aware that this clause 5.9 will apply. This clause 5.9 shall not apply where any change or extra work or expense arises from a breach of this Agreement by the Architect.
5.10 If the Architect consents to enter into any supplementary agreement the terms of which are agreed by the Architect after the date of this Agreement the Architect shall be entitled to payment of the Architect’s reasonable costs of so doing, including but not limited to legal advice, and the amount of any additional professional indemnity insurance premium.
Tender not accepted
5.11 Where the Architect is instructed by the Client to invite a tender or tenders for work or services in connection with the Project but no tender is made or accepted, the Architect shall be entitled to fees due up to and including RIBA Work Stage 6 applied to the Construction Cost or that part of it relating to the said work if services current at the date of invitation to tender.
Expenses and disbursements
5.12 The Client shall reimburse the Architect for expenses in the manner specified in the Schedule of Fees and expenses.
5.13 The Architect shall maintain records of time spent on Services performed on a time basis for the purpose of verifying charges under clause 5.6 and shall in addition maintain records of any expenses and disbursements to be reimbursed at net cost. The Architect shall make such records available to the Client on reasonable request.
5.14 Payment under this Agreement shall be made as follows:
5.14.1 Payment shall become due to the Architect on the date of issue of the Architect’s account. The final date for payment of any amount due to the Architect shall be 28 days from the issue of the relevant account.
5.14.2 The Architect shall issue accounts at intervals of not less than one month or as specified in the schedule of Fees and expenses setting out any accrued instalments of the fee and other amounts due, less any amounts previously paid and stating the basis of calculation of the amounts due. Instalments of fees shall be calculated on the Architect’s reasonable estimate of the percentage of completion of the Services or stages or other services or any other specified method.
5.14.3 The Architect shall submit the final account for fees and any other amounts due when the Architect reasonably considers the Services have been completed.
5.15 The Client shall give a written notice to the Architect:
In the event of non-payment of any amount properly due to the Architect under this Agreement the Architect is entitled to interest on the unpaid amounts under the provisions of clause 5.19, may suspend use of the licence under the provisions of clause 6, may suspend or terminate performance of the Services and other obligations under the provisions of clause 8, or may commence dispute resolution procedures and/or debt recovery procedures.
5.15.1 within 5 days of the date of issue of an account specifying the amount the Client proposes to pay and the basis of calculation of that amount; and
5.15.2 not later than 5 days before the final date for payment of any amount due to the Architect if the Client intends to withhold payment of any part of that amount stating the amount proposed to be withheld and the grounds for doing so or, if there is more than one ground, each ground and the amount attributable to it.
If no such notices are given the amount due shall be the amount stated as due in the account. The Client shall not delay payment of any undisputed part of the account.
5.16 The Client shall not withhold any amount due to the Architect under this agreement unless the amount has been agreed with the Architect or has been decided by any tribunal to which the matter is referred as not being due to the Architect.
AII rights of set-off at common law or in equity which the Client would otherwise be entitled to exercise are expressly excluded.
Payment on suspension or termination
5.17 If the Architect or the Client issues a notice under clause 8 suspending performance of any or aII of the Services or terminating performance of the Services and/or other obligations,the Architect shall issue an account or accounts on the expiry date of the notice or as soon as reasonably practicable and the Architect shall be entitled to:
5.17.1 payment of any part of the fee and other amounts properly due on the expiry date of the notice;
5.17.2 payment of any licence fee due under clause 6; and
5.17.3 reimbursement of any loss and/or expense properly and necessarily incurred by the Architect my reason of the suspension or the termination, save where the Client gives notice of suspension or termination my reason of the material or persistent breach of the Agreement by the Architect.
5.18 If the reason for suspension is remedied the Architect shall be entitled to reimbursement of the reasonable costs of resumption of performance of the Services and other obligations in-accordance with clause 8.1.4 (a).
5.19 In the event that any amounts are not paid by the Client or the Architect when properly due, the payee shall be entitled to simple interest on such amounts until the date that payment is received at the daily rate equivalent to 8% over the dealing rate of the Bank of England Rate current at the date that payment becomes overdue, together with such costs reasonably incurred and duly mitigated by the payee (including costs of time spent by principals, employees and advisors) in obtaining payment of any sums due under this Agreement.
The payee’s entitlement to interest at the specified rate shall also apply in respect of any amounts that are awarded in adjudication, arbitration or legal proceedings.
Recovery of costs
5.20 The Client or the Architect shall pay to the other party who successfully pursues, resists or defends any claim or part of a claim brought by the other:
5.20.1 such costs reasonably incurred and duly mitigated (including costs of time spent by principals, employees and advisors) where the matter is resolved by negotiation or mediation; or
5.20.2 such costs as may be determined by any tribunal to which the matter is referred.
5.21 In addition to the fees and expenses, the Client shall pay any Value Added Tax chargeable on the Architect’s fees and expenses.
6 Copyright and use of information
6.1 The Architect shall own the copyright in the original work produced in the performance of the Services and generally asserts the Architect’s moral rights to be identified as the author of such work.
6.2 No part of any design by the Architect maybe registered by the Client without the consent of the Architect in writing.
Use of information
6.3 The Client shall have a licence to copy and use and allow Other Persons providing services to the Project to copy and use drawings, documents, bespoke software and all other such work produced by or on behalf of the Architect in performing the Services, hereinafter called ‘the Material’.
The Material may be used for the construction of the Project and for the operation, maintenance, repair, reinstatement, alteration, promotion, leasing and/or sale of the Project. The Material may not be used for reproduction of the design for any part of any extension of the Project, and/or for any other project except on payment of a licence fee specified in this Agreement or subsequently agreed.
The Architect shall not be liable if the Material is modified other than by or with the consent of the Architect or used for any purpose other than the purposes for which it was prepared.
6.3.1 if it is intended to make any permitted use after the date of the last Service performed under this Agreement:
(a) the Architect, following a request from the Client, shall confirm the degree of completion of the Material; and
(b) the Client shall pay to the Architect any specified licence fee or a reasonable licence fee;
6.3.2 if at any time the Client is in default of payment of any fees or other amounts properly due, the Architect may suspend further use of the licence on giving 7 days’ notice of the intention of doing so. Use of the licence may be resumed on receipt of such outstanding amounts;
6.3.3 the Client obtains or ensures that any third party obtains any necessary licence and pays any fees arising for access to any software used to produce any of the Material.
6.4 The Basic Fee for performance of the Services shall include alI royalties, licence fees or similar expenses in respect of the making, use or exercise by the Architect of any invention or design for the purpose of performing the Services.
7 Liability and insurance
Time limit for action or proceedings
7.1 No action or proceedings arising out of or in connection with this Agreement whether in contract in tort, for breach of statutory duty or otherwise shall be commenced after the expiry of the period specified in the Project Data from the date of the last Services performed under this Agreement or, if earlier, the date of practical completion of construction of the Project or such earlier date as prescribed by law.
Limit of liability
7.2 In any such action or proceedings:
7.2.1 The Architect’s liability for loss or damage shall not exceed the amount of the Architect’s professional indemnity insurance specified in the Project Data, providing the Architect has notified the insurers of the relevant claim or claims as required by the terms of such insurance.
7.2.2 No employee of the Architect including any officer or director of a company or a member of a limited liability partnership or any agent of the Architect shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Services.
7.3 Without prejudice to the provisions of clause 7.2, the liability of the Architect shall not exceed such sum as it is just and equitable for the Architect to pay having regard to the extent of the Architect’s responsibility for the loss and/or damage in question and on the assumptions that:
7.3.1 aII other consultants and contractors providing work or services for the Project have provided to the Client contractual undertakings on terms no less onerous than those of the Architect under this Agreement;
7.3.2 there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other person referred to in this clause; and
7.3.3 all the persons referred to in this clause have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage.
Professional indemnity insurance
7.4 The Architect shall maintain until at least the expiry of the period specified in clause 7.1 professional indemnity insurance with a limit of indemnity of not less than the amount or amounts specified in the Project Data provided such insurance continues to be offered on commercially reasonable terms to the Architect at the time when the insurance is taken out or renewed.
Such insurance shall be:
7.4.1 limited to the amounts (if any) specified in the Project Data as in the aggregate in any year of insurance; and
7.4.2 subject only to such other limitations, exceptions and exclusions as are commonly included in such policies.
7.5 The Architect, when reasonably requested by the Client, shall produce for inspection a broker’s letter or certificate confirming that such Insurance is being maintained.
7.6 The Architect shall inform the Client if such insurance ceases to be available at commercially reasonable terms or subsequent to the date of this Agreement an aggregate limit applies to any matters other than those specified in the Project Data in order that the Architect and Client can discuss the best means of protecting their respective positions.
7.7 Where it is specified in the Project Data:
7.7.1 that the Architect will be required to enter into a collateral warranty or warranties in favour of funders, purchasers or first tenants and the terms of the warranty together with the names or categories of other parties who will sign such agreements are appended to this Agreement the Architect shall enter info such agreement or agreements within a reasonable period of being requested to do so by the Client, providing that such warranties give no greater benefit to the beneficiaries than is given to the Client under this Agreement and aII fees and other amounts properly due to the Architect have been paid;
7.7.2 that a Third Party Rights Schedule in favour of funders, purchasers or first tenants is applicable and appended to this Agreement, the rights of such third parties shall come into effect on the date of receipt by the Architect of a notice from the Client stating the name of each interested party and the nature of the interest in the Project; and/or
7.7.3 that a supplementary agreement is applicable under which the Architect is to provide services to a contractor appointed by the Client to complete the design and construction of the Project, and such agreement is appended to this Agreement, the Architect shall enter into such agreement with the Client and the contractor appointed to complete the design and construction of the project within a reasonable period of being requested to do so by the Client, providing that aIl fees and other amounts due have been paid.
Rights of third parties
7.8 Except for the rights conferred by clause 7.7.2, nothing in this Agreement shall confer or is intended to confer any right to enforce any of its terms on any person who is not a party to it other than lawful assignees.
8 Suspension or termination
8.1 The provisions for suspension are:
8.1.1 The Client may suspend the performance of any or aIl of the Services and/or other obligations by giving not less than 7 days’ notice in writing to the Architect specifying the Services affected.
8.1.2 The Architect may suspend performance of the Services and/or other obligations on giving not less than 7 days notice to the Client of the intention and stating the reasons for doing so in the event:
(a) that the Client fails to pay any fees or other amounts due by the final date for payment unless, where applicable, the Client has given effective notice under clause 5.15.2 of the intention to withhold payment of any part of an Architect’s account; or
(b) that the Client is in material or persistent breach of the obligations under this Agreement; or
(c) that the Architect is prevented from or impeded in performing the Services for reasons beyond the Architect’s reasonable control; or
(d) of force majeure.
8.1.3 The Architect shall cease performance of the suspended Services and/or other obligations in an orderly and economical manner on the expiry of the notice period after receipt or giving of a notice of suspension.
8.1.4 If the reason for a notice of suspension arises from a default:
(a) which is remedied,the Architect shall resume performance of the Services or other obligations within a reasonable period; or
(b) which is n0t remedied by the defaulting party, the other party shall have the right to treat performance of the Services or other obligations affected as terminated on giving reasonable written notice.
8.1.5 Where Services are suspended by the Client and not resumed within 6 months the Architect shall have the right to treat performance of the Services and/or other obligations affected as terminated on giving at least 7 days further written notice to the Client.
8.1.6 Any period of suspension arising from a valid notice given under clause 8.1.1 or clause 8.1.2 shall be added to the latest Timetable for completion of the relevant Services.
8.2 The provisions for termination are:
8.2.1 The Client or the Architect may by giving reasonable notice to the other terminate performance of the Services and/or other obligations, stating the reasons for doing so and the Services and obligations affected.
8.2.2 Performance of the Services and/or other obligations may be terminated immediately by notice from either party if:
(a) the other party commits an act of bankruptcy or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent, and/or makes any arrangements with creditors; or
(b) the Architect becomes unable to perform the Services through death or incapacity.
8.2.3 0n termination of performance of the Services and/or other obligations, a copy of the Material not previously provided to the Client shall be delivered on demand to the Client by the Architect, subject to the terms of the licence under clause 6.3 and payment of any outstanding fees and other amounts due under clause 5.19 plus the Architect’s reasonable copying charges.
9 Dispute resolution
9.1 The Client and the Architect may attempt to settle any dispute or difference arising under the Agreement by negotiation or mediation, if suitable, or either party may refer the matter to adjudication, arbitration or legal proceedings as specified in the Project Data.
9.2 The provisions for adjudication are:
9.2.1 Where a dispute or difference is to be referred to adjudication,the parties may agree who shall act as adjudicator, or the adjudicator shall be a person nominated at the request of either party by the nominator specified in the Project Data.
9.2.2 For the avoidance of doubt, the Adjudicator may allocate between the parties the costs relating to the adjudication, including the fees and expenses of the adjudicator, in accordance with the provisions of clause 5.20.
This provision is ineffective unless it is confirmed in writing by the referring party to the other party and to the adjudicator after notice is given of the intention to refer the dispute to adjudication.
9.3 The provisions for arbitration are:
9.3.1 Without prejudice to any right of adjudication, where in the Project Data an arbitration agreement is made and either party requires a dispute or difference (except in connection with the enforcement of any decision of an adjudicator) to be referred to arbitration then that party shall serve on the other party a notice of arbitration to that effect and the dispute or difference shall be referred to a person to be agreed between the parties or, failing agreement within 14 days of the date on which the notice is served, a person appointed by the appointor specified in the Project Data on the application of either party.
9.3.2 Where the law of England and Wales or Northern Ireland is the applicable law:
(a) the Client or the Architect may litigate any claim for a pecuniary remedy which does not exceed £5,000 or such other sum as is provided by order made under section 91 of the Arbitration Act 1096;
(b) in such arbitration the Construction industry Model Arbitration Rules (CIMAR) current at the date of the reference shall apply; and
(c) the arbitrator shall not have the power referred to in Section 38(3) of the Arbitration Act 1996.
9.3.3 Where the law of Scotland is the applicable law such arbitration shall be conducted under the rules set out in the current edition of the Scottish Arbitration Code for use in Domestic and International Arbitration.
10 Consumer’s right to cancel
10.1 The consumer Client has the right to cancel this Agreement for any reason by delivering or sending (including by electronic mail) a cancellation notice to the Architect at anytime within the period of 7 days starting from the date when this Agreement was made.
10.2 The notice of cancellation is deemed to be served as soon as it is posted or sent to the Architect or in the case of an electronic communication on the day it is sent to the Architect.
10.3 If the Architect was instructed to perform any services before the Agreement was made or before the end of the 7 day period and the instruction or instructions were confirmed in writing, the Architect shall be entitled to any fees and expenses properly due before the Architect receives the notice of cancellation.
10.4 The notice of cancellation is to be addressed to the Architect and state:
The Client <name> hereby gives notice that the Agreement with the Architect <insert name> and signed [on our behalf] by <name of person(s) who [will sign] [signed]> on <date of signing> is cancelled.
This clause applies where the Project relates to work to the Client’s home or a second home including a new home and the Client is a consumer who is acting for purposes outside his/her trade, business or profession and has signed this Agreement in his/her own name, i.e. not as a limited company or other legal entity.
CONDITIONS OF APPOINTMENT
1. Fee payments shall be as stated on Invoice.
2. The above payments shall not be subject to any retention
3. The fee proposal is made on the assumption that the conditions of appointment are in accordance with the RIBA’s Architects Standard Form of Appointment and Memorandum of Agreement.
4. We have assumed that a Structural Engineer and any other consultants necessary will be appointed at a stage early enough to enable us to incorporate their requirements, where appropriate, in our detailed design proposals; similarly with services consultants
or other specialists.
5. The fee proposal is based on the assumption that the service involves the development of the design described in the scope of works.
6. Fees for any additional services required will be agreed in writing prior to commencement of the work concerned.
7. The fee quoted does not include for Local Authority fees, other consultants fees or other disbursements. These will in general be paid directly by the client to the party involved.
8. The fee does not include for travel and printing costs. Printing will be charged at cost if required. Electronic drawing issues and correspondence (pdf) will be used wherever possible to save printing.
9. Where appropriate, drawings will be provided in CAD Format and discs may also be made available subject to Eohma Ltd's Electronic Data Copyright Conditions, a copy of which is available on request.
10. Should the project be cancelled or significantly delayed, a pro-rata fee would be charged up to the stage reached.
11. Eohma is not currently registered for VAT. If this changes in the future, VAT would be charged at the legal rate.
WEBSITE TERMS AND CONDITIONS
Intellectual Property Rights
Our Limited License to You. This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.
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You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in British Copyright Law. As such, the copyrights in those works shall belong to Eohma Ltd from their creation. Thus, Eohma Ltd shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as Eohma Ltd determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” in British Copyright Law, you hereby, without additional compensation, irrevocably assign, convey and transfer to Eohma Ltd all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.
You acknowledge that Eohma Ltd has the right but not the obligation to use and display any postings or contributions of any kind and that Eohma Ltd may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.
Limitations on Linking and Framing. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.
Throughout the Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.
If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Eohma Ltd . Neither Eohma Ltd nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, Eohma Ltd neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorized Eohma Ltd representative while acting in his/her official capacity.
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Your purchase is for personal use only. Sharing of purchases is not permitted and will be considered unauthorized, an infringing use of our copyrighted material, and may subject violators to liability.
If payment for a course is declined, our system will automatically disable access to our premium materials. (We understand. This usually happens because a credit card expires.) We want to help restore your access, so we’ll make every attempt to contact you to help resolve this issue. Once the billing issue is resolved, we’ll restore access.
This Site may include a variety of features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the Site, or sent via any email services on the Site, lies with each user – you alone are responsible for the material you post or send. We do not control the messages, information or files that you or others may provide through the Site. It is a condition of your use of the Site that you do not:
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Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
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Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.
Eohma Ltd may host message boards, chats and other public forums on its Sites. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. Eohma Ltd or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Eohma Ltd staff, Eohma Ltd’s outside contributors, or by users not connected with Eohma Ltd, some of whom may employ anonymous user names. Eohma Ltd expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Eohma Ltd or any of its subsidiaries or affiliates.
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We occasionally include access to an online community as part of our programs. We want every single member to add value to the group. Our goal is to make your community the most valuable community you’re a member of. Therefore, we reserve the right to remove anyone at any time. We rarely do this, but we want to let you know how seriously we take our communities.
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Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES/REGIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE/REGIONAL LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS
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WE EXIST FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN AND IN OUR PRODUCTS AND SERVICES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION PROVIDED BY US IS INTENDED AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE, AS AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL, OR AS AN ENDORSEMENT, RECOMMENDATION OR SPONSORSHIP OF ANY COMPANY, SECURITY, OR FUND. OUR INFORMATION SHOULD NOT BE RELIED UPON FOR PURPOSES OF TRANSACTING IN SECURITIES OR OTHER INVESTMENTS.
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Your purchase of a product or service or ticket to an event may or may not provide for any refund. Each specific product, service, event or course will specify its own refund policy.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Eohma Ltd infringe your copyright, you, or your agent may send to Eohma Ltd a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Eohma Ltd actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Eohma Ltd a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Eohma Ltd’s Copyright Agent for notice of claims of copyright infringement or counter notices can be reached as follows: firstname.lastname@example.org.
This Agreement shall be binding upon and inure to the benefit of Eohma Ltd and our respective assigns, successors, heirs, and legal representatives. Neither this Agreement nor any rights hereunder may be assigned without the prior written consent of Eohma Ltd. Notwithstanding the foregoing, all rights and obligations under this Agreement may be freely assigned by Eohma Ltd to any affiliated entity or any of its wholly owned subsidiaries.
Although it is highly unlikely, This policy may be changed at any time at our discretion. If we should update this policy, we will post the updates to this page on our Website.