Terms and Conditions
COMMERCIAL LICENCE AGREEMENT
This Commercial License Agreement ("Agreement"), effective as of the date of the purchase of the Architectural Document Package (ADP), is made between Skala Studio Ltd, a company registered in East Grinstead under registration number 13198063 ("Licensor"), and Licensee - a person who has purchased the ADP. ("Licensee").
Recitals:
WHEREAS, Skala Studio Ltd is engaged in the design and provision of architectural documents and has the authority to grant licenses for the use of such documents;
WHEREAS, the Licensee desires to obtain, and Skala Studio Ltd agrees to grant, a license under the terms set forth herein to use said documents solely for the purpose of constructing a single extension project;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. Grant of License
This agreement, entered into between Skala Studio Ltd ("Licensor") and [Licensee Name] ("Licensee"), grants the Licensee a non-exclusive, non-transferable license to use the provided Architectural Document Package solely for the construction of one (1) extension at a specified location. The Document Package, which includes General Arrangement Plans, Elevations, Technical Details for Building Control Compliance, aterial Specifications, and Employer’s Requirements with Mechanical, Electrical and Plumbing (MEP) specifications, is designed to comply with the Permitted Development Rights in England. However, the Licensee is responsible for verifying that the Permitted Development Rights apply to their property, as these rights may be restricted or removed in certain areas. It is recommended to check this information on the Licensee’s local council website. If there is any doubt, the Licensee should consider applying for a Lawful Development Certificate. This license is strictly limited to the construction of the project as detailed within the document package.
2. Price and its payment
Price for the Architectural Document Package and for the License amounts to £2950 (say: two thousand nine hundred fifty) and should be paid within 4 working days period since the contract is signed.
3. Delivery of the Architectural Document Package
The Licensee will receive the documents by email within 4 working days of signing the contract and paying the Price, dependent on which fact occurs later.
4. Copyright Notice
The copyright in the drawings and documentation (the "Documents") provided under this agreement within the document pakage as described in point 1 above, remains the property of Skala Studio Ltd. The Licensee is authorized to use the Documents for the purpose of constructing the extension but does not acquire ownership of the copyright in the Documents. Any reproduction, distribution, or creation of derivative works is prohibited except as expressly allowed under this agreement.
5. Intellectual Property Rights Indemnity
The Licensee agrees to indemnify and hold harmless Skala Studio Ltd from any claims, damages, liabilities, costs, or expenses arising from any allegation that the use of the licensed documents infringes upon the intellectual property rights of a third party. This indemnification will survive the termination of this agreement.
6. Limitation of Use
The License granted herein permits the Licensee to construct one (1) extension per purchase of the Document Package. Each additional construction of the extension requires a separate license purchase. The Licensee shall not share, sell, or otherwise distribute the Documents to third parties.
7. Modifications and Amendments
Skala Studio Ltd does not take any responsibility for changes made to the Documents after purchase. The Licensee agrees that any modifications or amendments made to the Documents are solely at their risk and responsibility. Skala Studio Ltd will not be liable for any claims or damages arising from such modifications.
8. Structural Engineering Requirements
The Licensee is responsible for obtaining structural engineering drawings, which are necessary for the construction but are not included in the Document Package. These drawings must include foundation design and should be compatible with the Documents provided. The structural engineer engaged by the Licensee is required to conduct a site visit to ensure suitability and compliance with local building codes and regulations.
9. Build Over Agreements
The Licensee is responsible for determining the necessity of any build over agreements prior to commencing construction. This includes checking for the presence of any public water and sewage pipes on the property that may require a build over agreement. Failure to secure such agreements where necessary could result in legal penalties or require alterations to the completed works. The Licensee should consult their local water authority or appropriate regulatory body to ensure all necessary permissions are obtained before construction begins.
10. Party Wall Agreement
The Licensee is responsible for determining whether a Party Wall Agreement is required for the construction works. This involves assessing if the planned extension impacts any shared walls, boundaries, or structures adjacent to neighbouring properties. The Licensee must obtain the necessary consents from affected neighbours before commencing construction. Failure to secure a Party Wall Agreement where required may lead to disputes or legal challenges. It is advisable for the Licensee to consult with a qualified surveyor to manage the Party Wall Agreement process and ensure compliance with the Party Wall etc. Act 1996.
11. Compliance with CDM Regulations
The Licensee is responsible for ensuring compliance with the Construction Design and Management (CDM) Regulations 2015. Information and guidance for clients on CDM regulations can be found at www.hse.gov.uk. The Licensee should familiarise themselves with these duties and ensure that all aspects of CDM 2015 are properly managed throughout the construction process.
12. Compliance with Building Regulations
The Licensee is required to commence construction within six years from the date of purchase of the Document Package. The drawings provided comply with the Building Regulations in effect at the time of purchase. Skala Studio Ltd is not liable for any changes in Building Regulations that occur after the date of purchase. It is the Licensee's responsibility to verify that the construction complies with the current Building Regulations at the time construction commences.
13. Building Control Appointment and Submission
The Licensee is responsible for appointing a Building Control body to ensure the extension is constructed in compliance with building regulations. The Licensee has the right to submit our architectural drawings along with the necessary engineering drawings to the appointed Building Control for review and checks.
14. Contractor Designed Portion (CDP) Responsibilities
The Licensee acknowledges that the Mechanical, Electrical, and Plumbing (MEP) components specified in the Document Package fall under the Contractor Designed Portion (CDP). As such, it is the Contractor’s responsibility to ensure that all MEP designs and installations comply with the current Building Regulations and any other relevant standards at the time of construction. The Contractor must ensure that all MEP installations are appropriately designed, sized, and executed according to the project’s specifications and requirements. Any deviations from these specifications must be approved in writing by the Licensee prior to implementation. Skala Studio Ltd assumes no liability for defects or non-compliance issues related to the MEP designs provided or executed under the CDP.
15. Indemnification
The Licensee agrees to indemnify and hold harmless Skala Studio Ltd from any claims, damages, liabilities, costs, or expenses resulting from the use of the Documents, including but not limited to, construction defects, non-compliance with local building codes, or use of the Documents in a manner not authorized by this agreement.
16. Limitation of Liability
Skala Studio Ltd shall not be liable for any indirect, special, incidental, consequential, or punitive damages of any kind from any causes of action arising out of this agreement, including losses or costs due to loss of production, loss of profits, loss of revenue, loss of data, or loss of goodwill, whether arising out of negligence, warranty, strict liability, contract, or otherwise, even if Skala Studio Ltd has been advised of the possibility of such damages. Total liability under this agreement shall be limited to the purchase price paid for the Document Package.
17. Disclaimer of Warranties
Skala Studio Ltd provides the Documents “as is” and makes no warranties, express or implied, regarding the accuracy, completeness, or suitability of the Documents for any particular purpose. The Licensee acknowledges that reliance on the Documents is at their own risk.
18. Termination Conditions
This License is effective until terminated. The License will terminate immediately without notice from Skala Studio Ltd if the Licensee fails to comply with any provision of this agreement. Upon termination, the Licensee must cease all use of the Documents and destroy all copies. Due to the immediate access and digital nature of the Documents, all sales are final. The Licensee acknowledges that no refunds will be offered once the Documents have been sent, which occurs within 4 working days after signing the contract. The Licensee cannot terminate the agreement unilaterally after the documents have been sent. However, under the Consumer Rights Act, consumers are entitled to a repair or replacement of the digital content if it is faulty, such as files being corrupt.
19. Dispute Resolution
In the event of a dispute, both parties agree to seek resolution through mediation as a first recourse. A mediator will be appointed jointly, with costs shared equally between Skala Studio Ltd and the Licensee. If mediation fails to resolve the dispute within 30 days period, the parties agree to submit the dispute to arbitration “ad hoc”. Each party shall appoint 1 arbiter within 30 days period since the mediation was ended and such 2 arbitors shall elect a super-arbitor within the following 14 days. The decision of the arbitrators appointed in accordance to the above method shall be final and binding on both parties.
20. Photography Rights
Upon completion of the construction, the Licensee will notify Skala Studio Ltd, and the parties will agree on a suitable day for Skala Studio Ltd to photograph the completed extension. The Licensee agrees to allow access to the property for this purpose for one day. Skala Studio Ltd will provide copies of the photographs to the Licensee and retains the right to use these photographs in marketing materials, on social media platforms, and in other promotional contexts to showcase their work and designs. The use of these photographs will not be restricted in any manner.
21. Governing Law
This agreement shall be governed by and construed in accordance with the laws of England, Scotland and Wales.
22. Entire Agreement
This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written.