Terms & Conditions
Terms and conditions of appointment
- Negotiation or conciliation. In the event of any dispute or difference arising out of the Agreement, the Client and the Architect may attempt to settle such differences, or dispute or negotiation or in accordance with the RIBA Conciliation Procedure.
- Adjudication. Any dispute or difference arising out of this Agreement may be referred to adjudication by the Client or the Architect at any time. The adjudication procedures and the Agreement for the appointment of an Adjudicator shall be set out in the ‘Model Adjudication Procedures’ published by the Construction Industry Council
- Naming or nomination of an Adjudicator. Where no Adjudicator is named in the Agreement and the parties are unable to agree on a person to act as Adjudicator, the Adjudicator shall be a person to be nominated at the request of either party by the nominator identified in the Letter of Appointment.
- Arbitration. When in accordance with the Letter of Appointment either the Client or the Architect require any dispute or difference to be referred to arbitration the requiring party shall give notice to the other to such effect and the dispute or difference shall be referred to the arbitration and final decision of a person to be agreed between the parties, or failing agreement within 14 days of the date of the notice, the appointer shall be the person identified in the Letter of Appointment. Provided that:
- 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 pursuant to section 91 of the Arbitration Act 1996;
- The Client or the Architect may litigate the enforcement of any decision of an Adjudicator.
Dispute Resolution
- Either the Client or the Architect may by giving reasonable notice to the other suspend or terminate performance of the whole or part of the Services. If the performance of any or all of the Services suspended is not resumed within 6 months, the Architect may by notice in writing to the Client terminate the Appointment.
- The Architect may suspend performance of the Services and his obligations under the Agreement on giving at least 7 days notice to the Client of his intentions and the grounds for doing so in the event that the Client:
- is in default of payment of any fees or other amounts due; or
- fails to comply with the requirements of the CDM Regulations.
- The Architect shall resume performance of his obligations on receipt of the outstanding amounts.
Suspension and termination
For the avoidance of doubt nothing in this Agreement confer or purport to confer on any third party any benefit or right to enforce any term of this Agreement.
Rights of Third Parties
- The Client shall have a licence to copy and use and allow other consultants and contractors providing services to the Project to use and copy drawings, documents and bespoke software produced by the Architect in performing the Services, hereifafter called ‘the Material’ for purposes related to the Project on the Site or part of the Site to which the design relates.
- Such purposes shall include its operation, maintenance, repair, reinstatement, alteration, extending, promotion, leasing and/or sale but shall exclude the reproduction of the Architect’s design for any part of any extension of the Project and/or for any other project unless a licence fee in respect of any identified part of the Architect’s design is stated in the Letter of Appointment. Provided that:
- The Architect shall not be liable if the Material is used for any purpose other than that for which it was prepared;
- in the event of any permitted use occurring after the date of the last Service performed under the Agreement and prior to practical completion of the construction of the Project, the Client shall:
- where the Architect has not completed Detailed Proposals, obtain the Architect’s consent, which consent shall not be unreasonably withheld; and/or
- pay to the Architect a reasonable licence fee where no licence fee is specified in the Letter of Appointment;
- in the event of the Client being in default of payment of any fees or other amounts due, the Architect may suspend 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 the outstanding amount.
Licence
- The Architect owns the copyright in the work produced by him in performing the Services and generally asserts the right to be identified as the author of the artistic work/work of architecture comprising the Project.
- The Architect does not grant permission for access and use of produced information.
- Master drawings and files remain the copyright of Fingerprintstudios. CAD files as examples will not be granted to clients unless agreed. A fee for the master files will be applicable.
Copyright
- If the Client or the Architect suspends or terminates performance of the Services, the Architect shall be entitled to payment of any part of the fee or other amounts due at the date of suspension or termination on issue of the Architect’s account in accordance with clause 25.
- Where the performance of the Services is suspended or terminated by the Client or suspended or terminated by the Architect because of a breach of the Agreement by the Client, the Architect shall be entitled to payment of all expenses and other costs necessarily incurred as a result of any suspension and any resumption or termination on issue of the Architect’s account.
Payment on suspension or termination
- A written notice from the Client to the Architect:
- may be given 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/or
- shall be given 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 ground 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 an account.
- Any sums remaining unpaid 30 days after the Client’s receipt of such an account from the Architect shall bear interest at 8% over Bank of England Base Rate.
Payment Notices
- Payments under the appointment shall become due to the Architect on issue of the Architect’s accounts. The final date for such payments by the Client shall be 30 days from the date of issue of an account. The Architect’s accounts shall be issued at intervals of not less than one month, and shall include any additional fees, expenses or disbursements and state the basis of calculations of the amounts due.
- Instalments of the fees shall be calculated on the basis of The Architect’s estimate of the percentage of completion of the Work Stage or other Services or such other method specified in the Letter of Appointment.
Payments by Clients
- The Client shall pay the expenses specified in the Letter of Appointment. Expenses other than those specified shall only be charged with the prior authorisation of the Client. The Client shall reimburse the Architect for any disbursements made on the Client’s behalf.
- If the Architect is entitled to reimbursement of time spent on the Services performed on a time basis, and of expenses and disbursements, the Architect shall maintain records and shall make these available to the Client on reasonable request.
Expenses and Disbursements
Additional fees shall be payable if the Architect, for reasons beyond his control, is involved in extra work or incurs extra expense, such as where;
- The scope of the Services is varied by the Client;
- It is necessary to vary any item of work commenced or completed due to the nature of the project or changed in interpretation, or enactment or of revisions to laws;
- services by others are not provided or are delayed;
- The Architect is to provide additional services relating to the settlement of disputes in connection with the Project.
- The Architect provides any Additional Services.
Fees and Payments
- The Architect’s fees shall be calculated and charged as set out in the Letter of Appointment.
- Where a percentage basis is to be used, the Architect’s fees shall be calculated as a percentage of the total Construction Cost, excluding VAT, when the final valuation has been ascertained and agreed. By total Construction Cost is meant the cost as certified by the Architect of all works including the site works executed under the Architect’s direction and control, but is also to include the cost of supplying and fitting any items purchased by the client outside the contract. For calculating percentage fees before the final cost has been ascertained, the following bases shall be used:
- before the contract is let – the cost estimate by the Architect or the appointed consultant;
- after the contract is let – the contract sum.
- Time-based fees shall be ascertained in accordance with the rates set out in the Letter of Appointment.
- Time-based fees will be recorded and issued on a monthly basis and invoices paid within 5 working days of receipt.
- Lump sums specified in the Letter of Appointment, time charge rates and mileage rates shall be reviewed every 12 months from the date on which the Architect commenced performance of the Services and may be reviewed in accordance with the Retail Price Index.
Fees and Payments
- The client shall appoint and pay any consultants and other persons as may be required under separate Agreements.
- The Client, in respect of any work or services in connection with the Project performed or to be performed by any person other than the Architect, shall:
- hold such person responsible for the competence and Performance of the services and for visits to the site in connection with work undertaken by him;
- hold the Principal Contractor where applicable, and/or other contractors, responsible for his management and operational methods, for the proper carrying out and completion of the Works, and for health and safety provisions on the Site.
Other Appointments
Where applicable, the Client shall comply with his obligations under the CDM Regulations, including the appointment of a competent CDM Principle Designer and Principle Contractor as soon as practicable.
CDM Regulations
The Client shall instruct the making of applications for planning permission and approval under building acts, Regulations and other statutory requirements, and Applications for consent by freeholders and all others having an interest in the Project. The Client shall pay any statutory charges and fees, and any expenses and disbursements made in respect of such applications. As examples but not limited to application fees, Section 73 fees, Cil payments etc.
Statutory Requirements
- The law applicable to the Agreement shall be the law of England and Wales.
- The Architect shall, in providing the Services and discharging all the obligations set out hereunder, exercise reasonable skill and care in conformity with the normal standards of the Architect’s profession.
- The Architect shall act on behalf of the Client in the matters set out in the Appointment.
- The Client shall advise the Architect of the relative priorities of the Client’s requirements, and shall inform the Architect of any changes or variations to the Client’s requirements, budget or timetable.
- The Architect shall co-operate with any other designers and the CDM Principle Designer if appointed, and as appropriate pass relevant information to them.
- If appointed to undertake the CDM Principle Designer role will co-operate with other designers and the client to discharge the Principle Designer duties and to co-operate with the Principal Contractor.
- The Architect shall make no material alteration, addition to or omissions from the Services, or from the approved design, with the knowledge and consent of the Client and shall confirm such consent in writing. In an emergency, the Architect may make such alteration, addition or omission without the knowledge and consent of the Client, but shall inform the Client without delay and subsequently confirm such action in writing.
- The Architect shall in providing the Services, make such visits to the Works as the Architect at the date of the Appointment reasonably expected to be necessary.
- The Client shall, free of charge, supply the Architect with accurate information necessary for the property and timely performance of the Services, and the Architect will rely on such information.
- The Client shall give decisions and approvals necessary for the proper and timely performance of the Services
- The Client shall have authority to issue instructions to the Architect, subject to the Architect’s right of reasonable objection. Such instructions and all instructions to any consultants or contractors shall be issued through the Architect.
- Neither the Architect nor the Client shall assign the whole or any part of the benefit or in any way transfer the obligation under the Appointment without the consent in writing of the other.
- The Architect does not warrant results or outcomes beyond his control, specifically;
- that the Services will be completed in accordance with any programme or timetable for the Project;
- that planning permission will be granted
- That a certificate of lawful development under permitted development rights will be granted.
- the performance, work or products of others;
- the solvency of any other body appointed by the Client whether or not such appointment was made on the advice of the Architect.
