Working with JOOM: agreements

This page explains how an agreement with JOOM is made and the principles on which JOOM agrees to work. It is not itself a contract and it does not bind you or us. A binding agreement exists only when a written engagement agreement has been signed as described in section 3. If anything here conflicts with a signed engagement agreement, the signed agreement prevails.

Purpose and scope

This page applies to enquiries, proposals and appointments for architecture, engineering, design-management and related services that JOOM offers to developers, businesses, public bodies, hospitality operators and private clients (the "Client").
It applies in every country in which we offer services. Country-specific requirements are in Jurisdictions and governing law.

Who the Client contracts with

The contracting entity is named in the agreement. For new engagements, the party providing the services is SAMADROCK LTD, trading as byJOOM, unless the agreement names another entity that is lawfully able to provide the services in the place where the project is located (for example an entity registered in the Arab Republic of Egypt through which JOOM works in Egypt, or a successor company). The signed agreement names the contracting entity in full, with its registration number and registered address.
Company information. Company information, including the position of JOOM Architecture and Engineering Ltd, is in the Legal notice. While JOOM Architecture and Engineering Ltd is not Active on the register of companies, it will not enter into an engagement agreement, and nothing we send you is an offer that it can be bound to by your acceptance. We will update the Legal notice as soon as its status is Active or a successor company is established. Agreements made by SAMADROCK LTD are not affected by that change, and any transfer of an agreement to another entity requires the Client's written consent.
Related companies, collaborators and consultants. JOOM works with related companies, collaborators and specialist consultants. Unless the agreement says so in express terms, each is engaged only for the services it agrees in writing to provide, is responsible for its own services, and has no authority to bind SAMADROCK LTD, the Client or any other party.
No agents. No employee, collaborator or representative can agree terms, change fees or give a binding promise unless the agreement says they may, or they are named in writing as authorised signatories.

How an agreement is made

Enquiry. You contact us by email. Contact does not create a contract.
Discussion and proposal. We discuss your site, brief, programme, budget and the people who will use the building. We may send a written proposal that sets out a scope, fee basis, assumptions and timetable. A proposal is an invitation to negotiate unless it says in terms that it is an offer, states how long it stays open, and is signed on behalf of a contracting entity that is able to contract (see section 2).
Written appointment. A contract for services is formed only when an engagement agreement (or a signed appointment letter incorporating our standard terms) has been signed or electronically signed on behalf of the Client and on behalf of the contracting entity, and the signature has been delivered to the other party.
Not formed by conduct or by this Website. Visiting the Website, emailing us, attending a meeting, receiving a sketch or free advice, or our starting preliminary work at risk does not create a contract unless the agreement says otherwise. Verbal statements do not vary a signed agreement.
Electronic signatures. Electronic signatures and counterparts are acceptable where valid under the law of the agreement. In England and Wales, electronic signatures are recognised by the Electronic Communications Act 2000 and the Electronic Identification and Trust Services Regulations 2016. In Egypt, they are recognised by the Electronic Signature Law No. 15 of 2004, subject to its conditions, and we may require a wet-ink or notarised signature for documents that Egyptian law or an Egyptian authority requires in that form.
Authority. The person signing for the Client confirms that they are authorised to do so and that the Client has the capacity and the funds, or the arrangements, to pay.

What each agreement will set out

Each engagement agreement will deal with at least the following, in terms agreed for that project:

the parties, the project, the site and the contract documents;
the services and the stages in which they are provided (for example concept design, developed design, technical design, tender support, and any construction-stage services), and the services that are excluded;
the fee, how it is calculated and when it is paid, expenses, currency, applicable taxes, and what happens if the scope changes;
the programme and the dependencies on the Client and on third parties;
the Client's information, decisions, access and approval duties;
statutory approvals and who applies for them;
professional indemnity insurance: its level and period are stated in the agreement;
limits and caps on liability that comply with the law that governs the agreement;
ownership and licence of the designs and information;
confidentiality, data protection, anti-bribery and sanctions compliance;
suspension and termination;
governing law, language, notices and the way disputes are resolved.

Fees, taxes and payment

Fees and the payment schedule are set by the agreement. Unless the agreement says otherwise, fees are exclusive of value-added tax, sales tax and similar taxes, which are payable in addition at the applicable rate.
Where a payment is subject to withholding or deduction required by law, the agreement will say who bears it. Where the law allows, the Client will gross up or provide the tax certificates we need to claim credit.
We may suspend services, on written notice, if an undisputed invoice is not paid by its due date. Interest and recovery costs are payable as the agreement provides and the law allows (in England and Wales, including under the Late Payment of Commercial Debts (Interest) Act 1998 where it applies).
We may refuse or delay payments or services where we reasonably believe that doing so is needed to comply with sanctions, anti-money-laundering or anti-corruption law (see Business conduct and compliance).

Client responsibilities

The Client is responsible for: supplying accurate and complete information about the brief, the site, ownership, boundaries, existing buildings, ground conditions and funding; having the right to commission the work and to develop the site; giving timely decisions; appointing other consultants and a contractor unless we are appointed to do so; obtaining any consents that are not in our scope; and paying for any third-party surveys, reports or fees. We may rely on information supplied by the Client and by third parties without independent verification unless the agreement says otherwise.

Regulatory roles and professional requirements

We provide services only through persons and entities that hold the licences, registrations and approvals required by law in the place where the project is located (see Jurisdictions and governing law). Where the law requires a design or document to be signed, stamped or approved by a locally licensed engineer or office, the agreement will say who provides that.
In England and Wales, where we are appointed to a role under the Construction (Design and Management) Regulations 2015 or the Building Regulations (including a role relating to a higher-risk building under the Building Safety Act 2022), the agreement will identify the role in writing, the person who performs it, and the competence we hold. We do not accept a statutory duty-holder role unless the agreement says so.
In Egypt, the licensed Egyptian entity named in the agreement is responsible for the filings, signatures and approvals that Egyptian law requires of a licensed engineering office.
In Saudi Arabia, the United Arab Emirates, the United States, Europe and every other country in which we work, the locally registered entity or locally licensed professional named in the agreement is responsible for the filings, signatures, seals and approvals that local law requires.

Design responsibility and the construction phase

We are responsible for the design services in our scope, with the skill and care that a competent professional in our field would use in providing similar services for a project of this type, in the place where it is located.
Unless the agreement says so in express terms, we do not supervise the contractor, are not responsible for the contractor's means, methods, sequences, programme or site safety, and visits we make to the site are for design review only and not a guarantee of workmanship.
We are not responsible for the performance of other consultants, contractors, suppliers or authorities, except those we engage and the agreement makes us responsible for.

Intellectual property in designs

The designer owns the designs. All designs, drawings, models, specifications, visualisations, building information models and other documents we prepare (the "Design Materials") are the original work of Eng. Mohamed Anise (the "Designer"), whether hand-drawn, drawn in CAD or generated digitally. Copyright, design rights and all other intellectual property rights in them are owned personally by the Designer and not by the contracting entity, any related company, any Egyptian entity or any collaborator. This applies to designs prepared under the name JOOM or by SAMADROCK LTD or any other entity. Nothing in an agreement transfers ownership of those rights unless the agreement says so in express words signed by the Designer personally.
The contracting entity acts under licence. The Designer licenses the contracting entity named in the agreement to use the Design Materials to provide the services and to grant the licence in paragraph 3. The contracting entity confirms to the Client in the agreement that it is entitled to do so.
The Client's licence. When the Client has paid the fees due, the contracting entity grants the Client, as licensed by the designer, a non-exclusive licence to use the Design Materials for the project and the site named in the agreement, including to build, occupy, maintain, repair, extend and sell the completed project. The licence does not allow the Design Materials to be used for another project or site, or to be altered by others without our consent, in which case we are not responsible for the changes. It cannot be transferred except to a buyer or tenant of the project, or a funder, on written notice and on the same terms.
Portfolio rights. Unless the agreement says otherwise in express terms, the Designer and the entities that provide the services may show the project, including images, in their portfolio, on the Website, in competition and award entries and in publications, with a credit to the Client where the Client wishes. A Client who requires confidentiality must say so before the agreement is signed.
Moral rights. The Designer asserts his right to be identified as the author of the designs and to object to derogatory treatment. Where the law of the project country gives the author rights that cannot be waived, those rights are preserved.
Contributions by others. Where a collaborator or consultant contributes to the Design Materials, the agreement states who owns that contribution and how it is licensed.

Confidentiality

Each party will keep confidential the other's non-public information that is marked or obviously confidential, use it only for the project, and disclose it only to those who need it for the project and are bound to keep it confidential, or as the law, a court or a regulator requires. This does not apply to information that is public through no fault of the recipient. It continues for the period stated in the agreement, and in any event for at least five years after the services end.

Liability

What cannot be excluded. Nothing excludes or limits liability for death or personal injury caused by negligence, for fraud, for wilful misconduct or for any liability that cannot be excluded or limited by the law that governs the agreement or by mandatory law at the place of the project.
Egypt. Egyptian law imposes a ten-year liability on architects and contractors for total or partial collapse of buildings and for defects that threaten the stability and safety of the building, and treats agreements that exclude or limit that liability as void (Articles 651 to 653 of the Egyptian Civil Code, Law No. 131 of 1948). Nothing in this page or in an agreement excludes or limits that liability to the extent that it applies.
Otherwise. Subject to the above, the agreement will set a limit on our liability that is reasonable in amount and consistent with the professional indemnity insurance stated in the agreement, and will exclude liability for indirect and consequential loss to the extent that the law allows. In England and Wales, limits are subject to the Unfair Contract Terms Act 1977 and, for consumers, the Consumer Rights Act 2015.
The time within which a claim must be brought is set by the law of the agreement and by any statutory limitation period, including those that apply to building safety and defective premises claims.

Consumers

If you are an individual acting wholly or mainly outside your trade, business, craft or profession (a "consumer"), you have rights under consumer law that these terms do not reduce.
United Kingdom. If an agreement is made away from our business premises or at a distance (for example by email or video call), you will normally have a right to cancel within 14 days after the day the agreement is made, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you ask us in writing to start before the 14 days end, you must pay a proportionate amount for what we have done up to the time you cancel. We will give you the required information and a cancellation form before you are bound. Services must be provided with reasonable care and skill, and you have the remedies in the Consumer Rights Act 2015.
Egypt. Consumer Protection Law No. 181 of 2018 applies to an agreement with a consumer in Egypt. The agreement will be provided in Arabic where the law requires, and its terms will not remove mandatory consumer rights.
Europe and other countries. Where you are a consumer in Europe or another country with mandatory consumer protection, that protection applies, including any right to withdraw from a contract made away from our premises or at a distance (in Europe, normally 14 days), and cannot be removed by these terms.
We will not treat as binding on a consumer any term that is unfair under applicable law.

Suspension and termination

Either party may terminate for the other's material breach that is not remedied within the period stated in the agreement, and for the other's insolvency.
The Client may terminate for convenience on the notice stated in the agreement, and then pays for the services performed and committed costs to the termination date, and any further sum stated in the agreement.
On termination, accrued rights continue. We will deliver the Design Materials the Client is licensed to use, subject to payment of sums due.

Disputes

The parties will try in good faith to resolve a dispute first by senior-level discussion, then (where the agreement provides) by mediation or expert determination.
If a dispute is not resolved, the agreement will provide for either the courts of the place named in it or arbitration. Unless the agreement provides otherwise, see Jurisdictions and governing law for the default law, forum and seat.
In England and Wales, a construction contract may give a right to refer a dispute to adjudication under the Housing Grants, Construction and Regeneration Act 1996.

Language, notices and records

The language of the agreement and of notices is stated in the agreement. Where a project is in Egypt, an Arabic version will be prepared where the law or an authority requires, and the agreement states which version prevails between the parties.
Notices must be in writing and sent to the address and email address stated in the agreement. Records of the project are kept for the period in our Privacy notice and as the law requires.

Entire agreement

The signed agreement is the whole agreement between the parties for the services. It replaces earlier proposals, discussions and statements, except for fraud. A change to it is effective only if it is in writing and signed on behalf of both parties.