Our General Terms & Coniditons

1 / The Proposal and our Compensation

1.1 / A proposal is valid for 30 days from the date of issuance and is limited to the scope described therein, and hereafter to referred to as the agreement. After 30 days, the agreement may be subject to adjustment or withdrawal by E Se Studios Ltd., hereafter referred to as the Architect.

1.2 / If work proceeds with the knowledge and tacit consent of the Owner without an agreement being signed then work shall be billed and paid on an hourly basis.

1.3 / The Owner will reimburse the Architect for all reasonable expenses incurred in the discharge of the Architect's obligations. Expenses will be billed to the Owner at cost plus markup - as noted in the formal agreement.

1.4 / Undisputed fees are due upon receipt of the invoice.  All payments beyond 21 days will be subject to an interest rate of 3.0% per month.

1.5 / All reasonable fees and charges (including without limitation legal fees and collection agency fees) incurred by the Architect in the recovery of unpaid fees and expenses shall be borne by the Owner and the Owner will also be responsible for any time spent by the Architect on such recovery, such time to be charged to the Owner on an hourly basis [in accordance with our hourly rates].

1.6 / Standard terms and provisions present in current American Institute of Architects Owner to Architect agreements including B102 or B201 and related documents shall guide and govern all matters except as superseded by the laws of Bermuda and this agreement.

1.7 / Except were prohibited by law, the Owner may not withhold payment or reduce any sum payable to the Architect by reason of claims or alleged claims against the Architect. All rights of set-off which the Owner might otherwise exercise under common law are expressly excluded.

1.8 / Hourly Rates - the Architect reserves the right to review and adjust its hourly rates periodically to reflect prevailing economic conditions and market factors. Adjustments may be made in response to inflation, changes in operational costs, market trends, or other economic developments that materially impact the cost of providing services. Such adjustments are implemented to maintain the quality and sustainability of our services. Clients will be provided with 30 days' notice of any rate changes prior to their effective date. 

2 / The Architect's Responsibilities

2.1 / Standard terms and provisions present in current American Institute of Architects Owner to Architect agreements including B102 or B201 and related documents shall guide and govern all matters except as superseded by the laws of Bermuda and this agreement. 

2.2 / The Architect shall provide professional services as set forth in the agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement or shall cause such services to be performed by appropriately licensed design professionals.  The Architect is bound to a Code of Conduct and may be subject to the disciplinary sanction of The Architects Registration Council in relation to complaints of unacceptable professional conduct or serious professional incompetence. 

2.3 / The Architect's liability shall be limited to the amount of its professional indemnity insurance coverage or the fees paid, whichever is greater. 

3 / The Owner's Responsibilities

3.1 / The Owner shall provide to the Architect such information as the Architect shall reasonably request for the performance of the Services, and the Owner accepts that the Architect will rely on the accuracy, sufficiency, and consistency of that information. the Architect shall not be responsible for errors or omissions in information provided by the Owner. The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service.

3.2 / The Owner confirms, on signing the agreement that (i) no other Architect is currently engaged on the same project or (ii) that E Se Studios has been notified in writing by the Owner that another Architect is engaged for the same work.

3.3 / The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect.

4 / Copyrights, Licenses and Miscellaneous Provisions

4.1 / All copyright and intellectual property rights in all drawings, designs, models, specifications, reports, data, and other documents or materials prepared by or on behalf of E Se Studios in connection with the Project (collectively, the “Instruments of Service”) shall remain the sole and exclusive property of E Se Studios, whether or not the Project is completed. Subject to full payment by the Owner of all undisputed fees and expenses due to E Se Studios under this Agreement, E Se Studios hereby grants to the Owner a limited, non-exclusive, non-transferable, royalty-free license to use the Instruments of Service solely and exclusively for the purposes of constructing, occupying, maintaining, and using the specific Project for which they were prepared. The Owner shall not use, copy, modify, adapt, disclose, or permit the use of the Instruments of Service for any extension of the Project, any other project, or any other purpose whatsoever without the prior written consent of E Se Studios, which consent may be withheld at E Se Studios’ sole discretion and may be subject to additional conditions, including payment of further fees. The Owner’s license to use the Instruments of Service shall automatically terminate if the Owner is in material breach of this Agreement, including but not limited to failure to pay any undisputed fees or expenses when due. Upon such termination, all rights of use shall immediately cease, and the Owner shall, upon request, return or destroy all copies of the Instruments of Service within its possession or control. Nothing in this clause shall be construed as a transfer, assignment, or waiver of any moral rights, copyright, or other intellectual property rights held by E Se Studios.

4.2 / E Se Studios authorship of the design and design documents shall be represented on all Owner published material representing the project.

4.3 / Photography & Publicity Release – The Owner agrees to allow E Se Studios to photograph or video areas of the Property before and after the work is completed, and to use all such photographs for reference and marketing purposes, the Owner’s name may not be referenced by E Se Studios without the Owner’s written consent.  E Se Studios is the sole and exclusive copyright owner of any photographs, images or videos of the Property created by E Se Studios or its representatives. 

5 / Claims and Disputes

5.1 / E Se Studios and the Owner shall attempt in good faith to promptly resolve any dispute or claim arising out of, or relating to, or in connection with this agreement, including any question regarding its existence, breach, termination or validity, dispute or difference through direct negotiations between their respective senior executives having authority to settle the same and, failing resolution, via the assistance of a mediator, in accordance with the current rules and procedures of the Chartered Institute of Arbitrators (Bermuda Branch). Mediation shall be initiated within 30 days of notice and in the event, mediation is not successful then this shall be finally settled only by arbitration.

5.2 / The arbitration shall be conducted in accordance with the terms of the Arbitration act 1986, and the current rules and procedures of the Chartered Institute of Arbitrators (Bermuda Branch), except as modified in this agreement or by agreement of the parties.  The seat of the arbitration shall be Bermuda and it shall be conducted in the English language.  The arbitration shall be conducted by a single arbitrator appointed by Mutual agreement.  If the agreement is not reached and an arbitrator is not appointed within 15 days of one party serving on the other a notice that a dispute has arisen and demanding arbitration, the President or Nominating Committee of the Chartered Institute of Arbitrators (Bermuda Branch) shall appoint the arbitrator.  The costs of the arbitrator shall be borne equally by the parties and paid as directed by the arbitrator. 

6 / Termination and Suspension

6.1 / No other Architect shall be engaged to carry out work on this project until all outstanding matters are fully agreed between the Architect and the Owner.

6.2 / The Owner may at any time by 7 days’ prior notice in writing to the Consultant terminate the Consultant’s engagement under this Agreement. Alternatively, the Owner may by such notice as aforesaid bring to an end any part or parts of the Services to be performed by the Consultant.

6.3 / In the event of a material breach of the Owner of its obligations under the Agreement, which the Owner fails to remedy after receiving a 28 day notice in writing from the Architect, specifying the breach and requiring its remedy, then the Architect shall be entitled forthwith by notice in writing to the Owner, to terminate the engagement under this Agreement.

6.4 / In the event the Contract is terminated, the Architect shall be paid for all undisputed fees, work, time, costs and expenses up to the date of the termination including any and all additional expenses caused by or incurred as a result of the termination.  Subject to policy 1.5, the Architect shall provide a final invoice for payment, and the Owner shall pay such invoice within 30 days.

6.5 / In the event of termination, suspension or abandonment of the Project by the Owner, the Architect shall be compensated for services performed. The Owner’s failure to make payments in accordance with the agreement shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services. Either the Architect of the Owner may terminate the agreement after giving no less than seven day’s written notice if the project is suspended for more than 60 days, or if the other party substantially fails to perform in accordance with the terms of the agreement.

Last Updated: 2 December 2025