Terms and Conditions
1. The law applicable to this agreement shall be the law of England and Wales.
2. rla 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.
3. rla shall act on behalf of the Client in the matters set out necessarily implied in the Appointment.
4. The Client shall advise rla of the relative priorities of the Client's requirements, and shall inform of any changes or variations in the Client's requirements, budget or timetable.
5. rla shall co-operate with any other designer and the CDM Coordinator, and as appropriate, pass relevant information to them.
6. rla shall make no material alteration, addition to or omission from the Services, or from the approved design, without knowledge and consent of the Client and shall confirm such consent in writing. In an emergency, rla 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.
7. rla shall, in providing the Services make such visits to the Works as rla at the date of appointment reasonably expected to be necessary.
8. The Client shall, free of charge, supply rla with accurate information necessary for the proper and timely performance of the Services, and rla will rely on such information.
9. The Clients shall give decisions and approvals necessary for the proper and timely performance of the Services.
10. The Client shall have authority to issue instructions to rla, subject to rla's right of reasonable objection.
11. Neither rla nor the Client shall assign the whole of any part of the benefit or in any way transfer the obligation under the Appointment without consent in writing of the other.
12. rla shall not appoint any Sub consultant to perform any part of the Services without the consent of the Client, which consent shall not be unreasonably withheld. rla shall confirm such consent in writing.
13. Subject always to the provisions of Clause 2, rla does not warrant results or outcomes beyond their control, specifically:
the Services shall be completed in accordance with any programme or timetable for the Project;
that the planning permission will be granted;
the performance, works, products of others;
the solvency of any other appointed body whether or not such appointment was made on the advice of rla.
14. The Client shall instruct the making of the 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.
15. Where applicable, the Client shall comply with his obligations under the CDM Regulations, including the appointment of a competent CDM Coordinator as soon as possible.
16. The Client shall appoint and pay any consultants and other persons as may be required under separate agreements.
17. The Client, in respect of any work or service in connection with the Project performed or to be performed by any person other than rla, shall:
hold such person responsible for the competence and performance of this Service and for visits to the Site in connection with work undertaken by them;
hold the Principal Contractor where applicable, and/or the other contractors, responsible for his management and operational methods, for the proper carrying out and completion of the Works, and for the health and safety provisions on the Site.
Fees and Payments
18. rla‘s fees shall be calculated and charged as set out in the Letter of Appointment.
19. Where a percentage basis is to be used, rla‘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 rla of all works including site works executed under rla‘s direction and control. 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 rla or the appointed consultant;
after the contract is let – the contract sum.
20. Time based fees shall be ascertained in accordance with the rates set out in the Letter of Appointment.
21. 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 rla commenced performance of the Services and may be revised in accordance with the Retail Price Index (“RPI”).
22. Additional fees shall be payable if rla, for reasons beyond their control, are involved in extra work or incur extra expenses, 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 charges in interpretation, or enactment or for revisions to laws;
services by others are not provided or are delayed;
rla is to provide additional services relating to the settlement of disputes in connection with the Project.
Expenses and Disbursements
23. 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 rla for any disbursements made on the Client’s behalf.
24. rla shall maintain records of time spent on Services carried out on a time basis, and of expenses and disbursements, and shall make these available to the Client on reasonable request.
Payments by Client
25. Payments under the Agreement shall become due to rla on issue of rla‘s accounts. The final date for such payments by the Client shall be 30 days from the date of issue of an account. rla‘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 calculation of the amounts due. Instalments of the fees shall be calculated on the basis of rla‘s estimate of the percentage of completion of the Work Stage or other services or such other method specified in the Letter of Appointment.
26. A written notice from the Client to rla:
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 rla if the Client intends to withhold payment of any part of that amount stating the amount proposed to be withheld and the grounds 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.
27. Any sums remaining unpaid 30 days after the Client’s receipt of an account from rla shall bear interest at 8% over Bank of England Base Rate.
Payment on Suspension or Termination
28. If the Client or rla suspends or terminates performance of the Services, rla 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 rla‘s account in accordance with clause 25.
29. Where the performance of the Services is suspended or terminated by the Client or suspended or terminated by rla because of a breach of the Agreement by the Client, rla 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 rla‘s account in accordance with clause 25.
30. The Client shall pay any Value Added Tax chargeable on the net value of rla‘s fees and expenses.
31. rla 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.
32. The Client shall have a licence to copy and use and allow other consultants and contractors providing documents and bespoke software produced by rla in performing the Services, hereinafter called ‘the Material’ but only 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 for any other project. Provided that:
rla 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 construction of the Project, the Client shall:
- where rla has not completed Detailed Proposals (Work Stage D), obtain rla‘s consent, which consent shall not be unreasonably withheld; and/or
- pay to rla 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, rla 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 outstanding amounts.
Rights of Third Parties
33. For the avoidance of doubt nothing in this Agreement shall confer or purport to confer on any third party any benefit or right to enforce any term of this Agreement.
Suspension and Termination
34. Either the Client or rla may be giving reasonable notice to the other to 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 rla may, by notice in writing to the Client, terminate the Appointment.
35. In the event of the Client being in default of payment of any fees or other amounts due, rla may suspend their obligations under the Agreement by giving at least 7 days' notice in writing to the Client of the intention to suspend performance stating the grounds for doing so and the Services affected. rla shall resume performance of the affected Services on receipt of the outstanding amounts.
Negotiation or Conciliation
36. In the event of any dispute or difference arising out of the Agreement, the Client and rla may attempt to settle such difference or dispute by negotiation or in accordance with the RIBA Conciliation Procedure.
37. Any dispute or difference arising out of this Agreement may be referred to adjudication by the Client or rla at any time. The adjudication procedures and the Agreement for the appointment of an Adjudicator shall be as set out in the ‘Model Adjudication Procedures’ published by the Construction Industry Council current at the date of the reference.
Naming or Nomination of an Adjudicator
38. 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.
39. When in accordance with the Letter of Appointment either the Client or rla 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 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 rla may litigate any claim for the pecuniary remedy which does not exceed £3,000 or such other sum as is provided by statute pursuant to section 91 of the Arbitration Act 1996.
40. The Client hereby acknowledges the need for rla to record their work photographically and understands this has a material value to rla. The client agrees to rla taking photographs of the project prior to and upon completion of the works for marketing purposes. The client hereby consents to photography and to its use for publication, promotion and exhibition. The client consents to grant access to the works on completion for a photographer and assistant to record the work and to prepare the rooms as necessary to facilitate photographs being taken. rla agrees to ensure that no staff, service users or visitors are captured in any photographs taken.
41. rla and the client recognise the design has commercial value for photographic, television and film location hire. The client hereby agrees to pay rla 25% of all revenue derived from location hire and associated marketing/advertising opportunities.
42. rla assert their right to be credited as designers of the project in all photography, journalism or film work associated with the project. The client agrees to ensure that any publications carrying photographs of the work are informed of the need to credit rla as designers.