Terms of Use

This Website is operated by Theo Bothma Architects & Design (Pty) Ltd ("TBAD"), incorporated in the Republic of South Africa.

Registered Office: Johannesburg, South Africa
London Office: 70 White Lion Street, London, N1 9PP, United Kingdom

TBAD reserves the right to modify these Terms at any time. Your continued use of the Website following any modification constitutes your acceptance of the revised terms.

All architectural drawings, renderings, and content are the exclusive intellectual property of TBAD. No licence is granted to reproduce or distribute any brand assets without prior written consent.

TBAD operates across multiple jurisdictions (including RSA and UK). Pricing displayed on the TBAD Digital Platform is indicative and valid only as of the date shown on the service page.

• Forex Variance: Final invoices are subject to change based on global market conditions and the exchange rate at the time of invoicing.
• Market Adjustments: TBAD reserves the right to adjust pricing without notice to reflect currency volatility.

Nothing on this Website constitutes professional architectural, engineering, or planning advice. Project descriptions and renderings are for marketing purposes and may differ from completed works.

To the fullest extent permitted by law, TBAD shall not be liable for any direct or indirect loss arising from your reliance on Website content or the inability to use the Website.

These Terms are governed by the laws of the Republic of South Africa. UK and EEA users maintain their respective mandatory consumer rights under their local jurisdictions.

All quotations, fee proposals and estimates issued by TBAD are valid for thirty (30) calendar days from the date of issue, unless otherwise stated in writing. Fees quoted are based on the scope, programme and information available at the time of quotation.

A binding engagement is only created once: (a) the client has signed TBAD's fee proposal, letter of appointment or signed quotation; and/or (b) TBAD has received the required deposit in cleared funds. No work commences until both conditions are met.

Any changes to scope, programme, site conditions or client instructions ("Variations") may result in additional fees, billed at TBAD's prevailing hourly rates or as a revised lump sum, and require written approval before being actioned.

Unless expressly agreed otherwise in writing, all invoices issued by TBAD are "Due on Receipt" and payable in full, without deduction or set-off, within the period stated on the invoice.

• Currency: Invoices are issued in South African Rand (ZAR) unless otherwise agreed. Where invoiced in foreign currency, the client bears all foreign exchange, bank, intermediary and conversion costs.
• VAT: TBAD is a registered VAT vendor (VAT No. 4440289553). VAT at the prevailing statutory rate is charged in accordance with the Value-Added Tax Act 89 of 1991, where applicable.
• Disbursements: Travel, accommodation, courier, printing, statutory submission fees, specialist consultant fees and similar third-party costs incurred by TBAD on behalf of the client are recoverable at cost (or cost plus a reasonable administrative handling fee where disclosed).
• Proof of Payment: Payment notifications must be sent to accounts@tbad.co.za. Payment is deemed received only once funds reflect as cleared in TBAD's bank account.
• Allocation: TBAD reserves the right to allocate any payment received against the oldest outstanding invoice, irrespective of any reference supplied by the payer.

TBAD's official banking details are:

Fraud Warning: TBAD will never request payment to any account other than the account stated above or as set out on an official TBAD-issued invoice. Clients are strongly urged to verbally verify any banking details by telephoning TBAD on +27 (0)11 327 6430 before transferring funds. TBAD accepts no liability for losses arising from payments made to fraudulent or unverified accounts, intercepted emails, "business email compromise" or any failure by the payer to verify banking details.

Architectural and design services are typically billed in stages aligned with the South African Council for the Architectural Profession ("SACAP") work stages or as set out in the signed fee proposal.

• A non-refundable deposit or retainer may be required prior to commencement of any stage.
• TBAD is entitled to suspend work, withhold drawings, models, files and deliverables, and decline to attend meetings or site visits while any invoice remains overdue.
• No release of intellectual property, council submissions, or final deliverables will occur until all outstanding fees have been paid in full.

Any amount not paid by the due date will, without further notice, attract:

• Interest calculated daily at the maximum rate permitted under the Prescribed Rate of Interest Act 55 of 1975 (as amended), or, where applicable, at the rate permitted under the National Credit Act 34 of 2005, from the due date until date of final payment.
• Collection charges, legal fees on the attorney-and-own-client scale, tracing fees, and disbursements reasonably incurred by TBAD to recover the debt, all of which are payable by the client.
• Reporting: Persistent default may be reported to registered credit bureaux, subject to the National Credit Act and the Protection of Personal Information Act 4 of 2013 ("POPIA").

A certificate signed by any director of TBAD as to the amount owing shall be prima facie proof of the indebtedness, sufficient for the purposes of obtaining default or summary judgment.

Any dispute relating to an invoice must be raised in writing to accounts@tbad.co.za within seven (7) business days of the invoice date, failing which the invoice is deemed accepted as correct, due and payable. Undisputed portions of any invoice remain payable on the original due date.

Where the client cancels, suspends, postpones or otherwise terminates a project for any reason not attributable to TBAD:

• All work performed and disbursements incurred up to the date of notice remain payable in full;
• Deposits and retainer fees are non-refundable, save where expressly provided in the fee proposal;
• A reasonable cancellation fee, reflecting work programmed but not yet performed and resources reserved, may be levied;
• TBAD's intellectual property rights remain unaffected and no licence to use deliverables passes to the client until all fees are settled.

Nothing in this clause limits a consumer's rights under section 17 of the Consumer Protection Act 68 of 2008 ("CPA"), where applicable.

All drawings, designs, BIM models, renderings, CAD files, specifications and other works produced by TBAD remain the exclusive intellectual property of TBAD at all times, including after payment, unless expressly assigned in writing.

Upon payment in full of all fees and disbursements, the client receives a limited, non-exclusive, non-transferable licence to use the deliverables solely for the construction, operation and maintenance of the specific project for which they were prepared. Re-use on any other project, sale, sub-licensing, modification, or publication without TBAD's prior written consent is strictly prohibited and constitutes copyright infringement under the Copyright Act 98 of 1978.

TBAD retains the right to photograph, publish and use all completed projects for portfolio, marketing, awards, editorial and competition purposes, including on this Website and on social media, subject to reasonable client confidentiality requests notified in writing.

In accordance with the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), the client agrees that quotations, fee proposals, invoices, statements, variation orders and notices may be transmitted by email or via the TBAD Digital Platform and shall have full legal force and effect.

The client further agrees that advanced electronic signatures, digital signatures or signatures applied via platforms such as Zoho Sign, DocuSign or similar shall be valid, binding and enforceable as if signed in original manuscript form.

Where the client is a "consumer" as defined in the Consumer Protection Act 68 of 2008, nothing in these Terms is intended to deprive the client of any right that cannot lawfully be excluded or limited. The provisions of section 51 of the CPA prevail to the extent of any inconsistency.

Specifically, TBAD does not exclude liability for: (a) death or personal injury caused by its gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot, by South African law, be limited or excluded.

By engaging TBAD, the client consents to the processing of personal and project-related information for the purposes of providing services, invoicing, statutory submissions, credit assessment and direct marketing of related services, in accordance with the Protection of Personal Information Act 4 of 2013 and our Privacy Policy.

The client indemnifies and holds TBAD, its directors, employees, consultants and sub-consultants harmless against any claim, loss, damage, fine or penalty arising from: (a) the client's breach of these Terms or the fee proposal; (b) inaccurate, incomplete or late information supplied by the client or its agents; (c) the client's failure to obtain necessary approvals, servitudes or rights; or (d) any unauthorised use, modification or reproduction of TBAD's deliverables.

To the maximum extent permitted by law and the rules of SACAP, TBAD's aggregate liability arising out of or in connection with any project, contract or instruction is limited to the lower of: (a) the total professional fees actually paid by the client to TBAD in respect of that specific project; or (b) the amount recoverable under TBAD's professional indemnity insurance policy then in force. TBAD shall not be liable for indirect, consequential, punitive, or pure economic loss, including loss of profit, opportunity, rent, or anticipated savings.

TBAD shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including (without limitation) load-shedding, civil unrest, strikes, pandemics, acts of state, war, fire, flood, cyber-attacks, internet outages, or failure of utilities. Affected obligations are suspended for the duration of the event, and the project programme is extended accordingly.

The parties agree, in terms of section 11 of the Prescription Act 68 of 1969, that all debts arising from services rendered by TBAD prescribe only after the maximum period permitted in law. The running of prescription is interrupted by any acknowledgement of debt, partial payment, or commencement of legal proceedings.

The client consents, in terms of section 45 of the Magistrates' Courts Act 32 of 1944, to the jurisdiction of the Magistrates' Court for any proceedings TBAD may institute, notwithstanding that the amount claimed may exceed the monetary jurisdiction of that court. TBAD reserves the right to institute proceedings in the High Court of South Africa.

The client chooses as its domicilium citandi et executandi (address for service of legal documents) the physical address provided by the client in any signed fee proposal or written engagement.

These Terms, together with the signed fee proposal, quotation or letter of appointment, constitute the whole agreement between TBAD and the client. No representation, warranty or undertaking not recorded herein shall be binding. If any provision is found unenforceable, the remaining provisions remain in full force and effect.

For legal enquiries, contact legal@tbad.co.za.
For accounts and invoicing, contact accounts@tbad.co.za.

Theo Bothma Architects and Design (Pty) Ltd · Reg. 2018/035109/07 · VAT 4440289553 · Johannesburg · T: +27 (0)11 327 6430