HIVES ARCHITECTS

RIBA Standard Conditions of Appointment for an Architect

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1 Definitions and interpretation etc.

 

Definitions

1.1 Where defined terms are used in the Agreement

they are distinguished by an initial capital letter.

The following definitions apply to all documents

comprising this Agreement and are in addition to those

set out elsewhere in the Agreement.

Brief means the latest statement of requirements for the

Project issued or approved by the Client:

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• at inception any initial statement by the Client;

• after clarification of the objectives, the Design Brief (or

Output Specification); and

• and any subsequent development into the Project Brief.

The Brief shall include any information or drawings

prepared by or on behalf of the Architect and approved

by the Client during the development of the Brief.

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Collaborate means to co-operate with and to provide to

or receive from Other Persons information reasonably

necessary, as and when requested, for performing the

Services or for such Other Persons to carry out their

work or services, to consider and, where competent to

do so, to comment on such information.

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Confidential Information means all information relating to

the Client’s and the Architect’s business and affairs

which either party directly or indirectly receives or

acquires from the other party or any representative of the

other party either in writing or verbally.

 

Construction Cost means:

• the client’s target cost for constructing the Project as

specified in the Project data or where no such amount is

specified a fair and reasonable amount; or subsequently

• the latest professionally prepared estimate approved by the

client; or where applicable

• the actual cost of constructing the Project upon agreement

or determination of a final account for the Project; and

includes (without limitation):

• the cost as if new of any equipment and/or materials

provided or to be provided by the Client to a contractor

for installation during construction of the project;

• any direct works carried out by or on behalf of the Client; and

• provision for contractor’s profit and overheads; and

excludes:

• Value Added Tax;

• fees;

• the costs of resolution of any dispute;

• the Client’s legal and in-house expenses;

• any loss and/or expense payments paid to a contractor;

• any adjustment for any liquidated damages deducted by the

Client.

Other Person means any person, company or firm, other

than the Architect or any sub-consultant of the Architect,

including but not limited to consultants, contractors,

sub-contractors, specialists, statutory bodies or

undertakers, approving or adopting authorities, who have 

performed or will perform work or services in connection

with the Project.

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Project is defined in the Project Data.

Project Data means the matters set out in the ‘Project

Data’ schedule, which may be varied by agreement.

Services means the services to be performed by the

Architect specified in the ‘Services’ schedule, which may

be varied by agreement.

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Timetable means the Client’s initial programme for

performance of the Services as specified in the Project

Data, or where no such programme is specified it shall

be a fair and reasonable period. Subsequently, the

Timetable shall be the latest programme approved by the

Client.

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Interpretation

1.2 The headings and notes to the Conditions are for

convenience only and do not affect interpretation.

Words denoting natural persons include corporations

and firms and vice versa.

 

Communications

1.3 Any notice or other document required under the

Agreement is to be in writing and given or served by any

effective means to the address of the recipient stated in

the Agreement or such other address, including a postal

address or fax number or email address notified to the

other party.

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Communications between the Client and the Architect

that are not such notices or document may be sent to

any other address, including an e-mail address, notified

to the other party as an appropriate address for specific

communications. Communications take effect on receipt,

but if not in writing are of no effect unless and until

confirmed in writing by the sender or the other party.

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Communications sent by special delivery or recorded

delivery are deemed (subject to proof to the contrary) to

have arrived at the appropriate address on the second

working day after posting.

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Public holidays

1.4 Where under this Agreement an action is required

within a specific period of days, that period includes

Saturdays and Sundays but excludes any day that is a

public holiday.

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Duration

1.5 The provisions of this Agreement continue to

bind the Client and the Architect as long as necessary to

give effect to their respective rights and obligations.

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Applicable law

1.6 This Agreement is subject to the law of England

and Wales or Northern Ireland or Scotland as specified in

the Project Data and subject to clause 9.3 the parties

submit to the exclusive jurisdiction of the specified

jurisdiction.

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2  Obligations and authority of the Architect

 

Duty of care

2.1 The Architect exercises reasonable skill care and

diligence in conformity with the normal standards of the

Architect’s profession in performing the Services and

discharging all the obligations under this clause 2.

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Duty to inform

2.2 The Architect shall keep the Client informed of

progress in the performance of the Services and of any

issue that may materially affect the Brief, the

Construction Cost, the Timetable, or the quality of the

 

Project.

2.3 The Architect shall inform the Client upon

becoming aware of:

2.3.1 a need to appoint Other Persons, other than those

named in the Project Data, to perform work or services in

connection with the Project; and/or

2.3.2 Any information, decision or action required from

the Client or others in connection with performance of

the Services.

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Collaboration

2.4 The Architect shall Collaborate with Other

Persons named in the Project Data, or whose

appointment is foreseeable and, as applicable, shall

co-ordinate and integrate the information received into

the Architect’s work.

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Architect’s authority

2.5 The Architect shall act on behalf of the Client in

the matters set out or necessarily implied in this

Agreement or in project procedures agreed with the

Client from time to time, but has no authority, without the

Client’s prior approval:

2.5.1 to enter into any contractual or other commitment

on behalf of the Client;

2.5.2 to terminate the employment of Other Persons

appointed by the Client; or

2.5.3 to make or cause to be made any material

alteration to or addition to or omission from the Services

or the approved design.

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In the event of an emergency, the Architect may issue

instructions to a contractor to prevent danger to persons

or material damage to the Project without the Client’s

prior approval, and shall confirm such action in writing to

the Client without delay.

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Architect’s Representative

2.6 The Architect’s Representative shall have full

authority to act on behalf of the Architect for aII purposes

in connection with performance of the Services but not to

vary the terms of the Agreement.

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Photography

2.7 The Architect shall have the right to publish

photographs of the Project and the Client shall give

reasonable access to the Project for this purpose for 2

years after practical completion of the construction

works.

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Publicity

2.8 The Architect shall obtain the consent of the

Client, which consent is not unreasonably withheld or

delayed, before publication of any other information

about the Project, unless reasonably necessary for

performance of the Services.

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Confidentiality

2.9 The Architect shall not disclose to any other

person Confidential Information unless:

2.9.1 disclosure is necessary for the proper

performance of the Services, or in order to take

professional advice in relation to this Agreement or the

Services, or in order to obtain/maintain insurance cover

as required by this Agreement;

2.9.2 it is in the public domain other than due to

wrongful use or disclosure; or

2.9.3 disclosure is required by law or because of

disputes arising out of or in connection with this

Agreement.

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3 Obligations and authority of the Client

 

3 Client’s Representative

3.1 The Client’s Representative shall have full

authority act on behalf of the Client for all purposes in

connection with the matters set out in this Agreement but

not to vary the terms of the Agreement.

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Information, decisions, approvals, etc

3.2 The Client shall supply the Initial statement of the

Client’s requirements and shall advise the relative

priorities of the Client’s requirements, the Brief, the

Construction Cost and the Timetable.

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3.3 The Client shall provide free of charge, aII the

information in the Client’s possession, or reasonably

obtainable, which is necessary for the proper and timely

performance of the Services and the Architect shall be

entitled to rely on such information.

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3.4 The Client shall give decisions and approvals

and shall take such actions necessary for the proper and

timely performance of the Services.

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Instructions

3.5 The Client (or the Lead Consultant or other

consultant designated by the Client) may issue

reasonable instructions to the Architect.

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3.6 Where the Architect has responsibility to direct

and/or co-ordinate the work or services of or give

instructions to other Persons, such instructions shall be

issued only through the Architect and the Architect shall

not be responsible for any instructions issued otherwise.

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Applications for consent

3.7 The Client shall instruct the making of

applications for consents under planning legislation,

building acts, regulations or other statutory requirements

and others having an interest in the Project. The Client

shall pay any statutory charges and any fees, expenses

and disbursements in respect of such applications.

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Appointment of other Persons

3.8 Where work or services, other than those to be

performed by the Architect, are required, the Client shall

appoint and pay Other Persons under separate

agreements to perform such work services or products

and shall require them to Collaborate with the Architect.

Such Other Persons shall include site inspectors or

clerks of works.

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The Client shall confirm in writing to the Architect the

services to be performed by Other Persons, their

disciplines and the expected duration of their

employment.

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The Client acknowledges that the Architect does not

warrant the competence, performance, work, services,

products or solvency of any such Other Persons.

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3.9 The Client shall hold the contractor appointed to

undertake construction works and not the Architect

responsible for the management and operational

methods necessary for the proper carrying out and

completion of the construction works in compliance with

the building contract or contracts.

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Time and cost

3.10 The Client acknowledges that the Architect does

not warrant:

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3.10.1 that planning permission and other approvals from

third parties will be granted at all, or if granted, will be

granted in accordance with any anticipated time-scale;

3.10.2 compliance with the Construction Cost and/or the

Timetable, which may need to be reviewed for such

matters as, but not limited to:

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(a) approved variations arising from design development

or requested by the Client;

(b) delays caused by any Other Person; and/or

(c) any other factors beyond the control of the Architect.

 

Legal advice

3.11 The Client shall procure such legal advice and

provide such information and evidence as required for

the resolution of any dispute between the Client and any

other parties in connection with the project.

 

Confidentiality

3.12 The Client shall not disclose to any Other Person

Confidential Information unless:

3.12.1 disclosure is necessary to take professional

advice in relation to this Agreement or the Services;

3.12.2 it is in the public domain other than due to

wrongful use or disclosure; or

3.12.3 disclosure is required by Iaw or because of

disputes arising out of or in connection with this

Agreement.

 

4 Assigning and sub-contracting

 

Assignment

4.1 Neither the Architect nor the Client shall at any

time assign the benefit of this Agreement or any rights

arising under it without the prior written consent of the

other, which consent shall not to be unreasonably

withheld or delayed.

 

Sub-contracting

4.2 With the consent of the Client, which consent is

not unreasonably withheld, the Architect may appoint

a sub-consultant or sub-consultants to perform part of

the Services. Any such sub-contracting does not relieve

the Architect of responsibility for carrying out and

completing the Services in accordance with this

Agreement. Such consent is not required in respect of

persons such as agency or self-employed staff.

 

Specialist services

4.3 If during performance of the Services it is the

Architect’s opinion that it would benefit the Client the

Architect may recommend that the Client appoints other

Persons with appropriate knowledge and experience to

perform part of the Services. If the Client agrees to make

such appointment it shall be made without undue delay.

On such appointment the Client shall give written notice

to the Architect, who shall be relieved of responsibility

and Iiability for that element of the Services.

The Architect shall Collaborate with such Other Persons.

 

5 Fees and expenses

 

Calculation of fees

5.1 The fees for performance of the Services and/or

any additional services shall be calculated in accordance

with this clause 5and as specified in the schedule of Fees

and expenses.

 

Basic Fee

5.2 The Basic Fee for performance of the Services

shall be:

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5.2.1 where the Project is for the design and carrying nut

of construction works, including the specified number of

site visits during the construction period:

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(a) a percentage or percentages applied to the

Construction Cost in accordance with clause 5.4) and/or

(b) a lump sum or sums in accordance with clause 5.5,

and/or

(c) time charges in accordance with clause 5.5, and/or

(d) any combination of these; and/or

(e) another agreed method.

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5.2.2 for other professional services:

(a) a lump sum or sums in accordance with clause 5.5.1,*

and/or

(b) time charges in accordance with clause 5.5,’ and/or

(c) another agreed method.

 

Other fees

5.3 For performance of Other Services specified in

the Services schedule, but not included in the Basic Fee,

the fee for each service shall be:

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5.3.1 a lump sum or sums in accordance with clause

5.5.1,. and/or

5.3.2 time charges in accordance with clause 5.5,. and/or

5.3.3 another agreed method.

 

Percentage fees

5.4 Where this clause 5.4 applies, the Basic Fee

shall be calculated by applying:

5.4.1 the specified percentage applied to the final

Construction Cost; or

5.4.2 the relevant specified percentage for each work

stage to the Construction Cost at the end of the previous

stage.

 

Lump sums

5.5 Where this clause 5.5 applies, the Basic Fee

shall be:

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5.5.1 the specified lump sum or lump sums; or

5.5.2 a lump sum or lump sums for each work stage

calculated my applying the specified percentages to the

Construction Cost for the developed design current at

the end of RIBA Stage 4; or

5.5.3 a lump sum for each work stage calculated by

applying the relevant specified percentage to the

Construction Cost current at the end of the previous

stage.

 

Time charges

5.6 Where this clause 5.6 applies, the time-based

fee shall be ascertained by multiplying the time

reasonably spent in the performance of the Services by

the specified hourly or daily rate for the relevant

personnel. Time ‘reasonably spent’ includes the time

spent in connection with performance of the Services

and in traveling from and returning to the Architect’s

office.

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Revision of lump sums and other rates

5.7 Every 12 months, lump sums complying with

clause 5.5, less any amounts previously claimed, and

rates for time charges shall be revised in accordance

with changes in the Average Earnings Index and rates for

mileage and printing shall be revised in accordance with

changes in the Consumer Price index.

Each 12-month period shall commence on the

anniversary of the Effective Date of this Agreement

specified in the Project Data, or where clause 5.5.2 or

5.5.3 applies the date of calculation of the lump Sums.

 

Fee adjustment

5.8 The Basic Fee:

5.8.1 shall be adjusted including due allowance f0r any

loss and/or expense if:

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(a) material changes are made to the Brief and/or the

Construction Cost and/or the Timetable;

and/or

(b) the Services are varied by agreement.

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5.8.2 shall not be adjusted for any reduction of the

Construction Cost arising solely from deflationary market

conditions not prevailing at the Effective Date. The Basic

Fee shall continue to be based on the Construction Cost

current prior to the date cf such reduction.

 

Additional fees

5.9 Where the Architect for reasons beyond the

Architects reasonable control incurs extra work or loss

and expense for which the Architect would not otherwise

be remunerated, the Architect shall be entitled to

additional fees calculated on a time basis as set out in

clause 5.5 unless otherwise agreed. Matters in relation to

which the Architect shall be entitled to additional fees

include but are not limited to circumstances where:

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5.9.1 the Architect is required to vary any item of work

commenced or completed pursuant to this Agreement or

to provide a new design after the Client has authorised

the Architect to develop an approved design;

5.9.2 the nature of the Project requires that substantial

parts of the design cannot be completed or must be

specified provisionally or approximately before

construction commences;

5.9.3 performance of the Services is delayed, disrupted

or prolonged; and

5.9.4 the cost of any work, installation or equipment for

 

which the Architect performs Services is omitted from or

not included in the Construction Cost.

This clause 5.9 shall not apply where any adjustment

under clause 5.8.1 applies to the same events.

The Architect shall inform the Client on becoming aware

that this clause 5.9 will apply. This clause 5.9 shall not

apply where any change or extra work or expense arises

from a breach of this Agreement by the Architect.

 

Supplementary agreements

5.10 If the Architect consents to enter into any

supplementary agreement the terms of which are agreed

by the Architect after the date of this Agreement the

Architect shall be entitled to payment of the Architect’s

reasonable costs of so doing, including but not limited to

legal advice, and the amount of any additional

professional indemnity insurance premium.

 

Tender not accepted

5.11 Where the Architect is instructed by the Client to

invite a tender or tenders for work or services in

connection with the Project but no tender is made or

accepted, the Architect shall be entitled to fees due up to

and including RIBA Work Stage 6 applied to the

Construction Cost or that part of it relating to the said

work if services current at the date of invitation to tender.

 

Expenses and disbursements

5.12 The Client shall reimburse the Architect for

expenses in the manner specified in the Schedule of

Fees and expenses.

 

Maintain records

5.13 The Architect shall maintain records of time

spent on Services performed on a time basis for the

purpose of verifying charges under clause 5.6 and shall

in addition maintain records of any expenses and

disbursements to be reimbursed at net cost. The

Architect shall make such records available to the Client

on reasonable request.

 

Payment

5.14 Payment under this Agreement shall be made as

follows:

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5.14.1 Payment shall become due to the Architect on the

date of issue of the Architect’s account. The final date for

payment of any amount due to the Architect shall be 28

days from the issue of the relevant account.

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5.14.2 The Architect shall issue accounts at intervals of

not less than one month or as specified in the schedule

of Fees and expenses setting out any accrued

instalments of the fee and other amounts due, less any

amounts previously paid and stating the basis of

calculation of the amounts due. Instalments of fees shall

be calculated on the Architect’s reasonable estimate of

the percentage of completion of the Services or stages

or other services or any other specified method.

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5.14.3 The Architect shall submit the final account for

fees and any other amounts due when the Architect

reasonably considers the Services have been completed.

 

Payment notices

5.15 The Client shall give a written notice to the

 

Architect:

In the event of non-payment of any amount properly due

to the Architect under this Agreement the Architect is

entitled to interest on the unpaid amounts under the

provisions of clause 5.19, may suspend use of the licence

under the provisions of clause 6, may suspend or

terminate performance of the Services and other

obligations under the provisions of clause 8, or may

commence dispute resolution procedures and/or debt

recovery procedures.

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5.15.1 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

5.15.2 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

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 the account.

 

Set-off

5.16 The Client shall not withhold any amount due to

the Architect under this agreement unless the amount

has been agreed with the Architect or has been decided

by any tribunal to which the matter is referred as not

being due to the Architect.

AII rights of set-off at common law or in equity which the

Client would otherwise be entitled to exercise are

expressly excluded.

 

Payment on suspension or termination

5.17 If the Architect or the Client issues a notice

under clause 8 suspending performance of any or aII of

the Services or terminating performance of the Services

and/or other obligations, the Architect shall issue an

account or accounts on the expiry date of the notice or

as soon as reasonably practicable and the Architect shall

be entitled to:

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5.17.1 payment of any part of the fee and other amounts

properly due on the expiry date of the notice;

and

5.17.2 payment of any licence fee due under clause 6;

and

5.17.3 reimbursement of any loss and/or expense

properly and necessarily incurred by the Architect my

reason of the suspension or the termination, save where

the Client gives notice of suspension or termination my

reason of the material or persistent breach of the

Agreement by the Architect.

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5.18 If the reason for suspension is remedied the

Architect shall be entitled to reimbursement of the

reasonable costs of resumption of performance of the

Services and other obligations in-accordance with clause

8.1.4 (a).

 

Late payment

5.19 In the event that any amounts are not paid by the

Client or the Architect when properly due, the payee shall

be entitled to simple interest on such amounts until the

date that payment is received at the daily rate equivalent

to 8% over the dealing rate of the Bank of England Rate

current at the date that payment becomes overdue,

together with such costs reasonably incurred and duly

mitigated by the payee (including costs of time spent by

principals, employees and advisors) in obtaining payment

of any sums due under this Agreement.

The payee’s entitlement to interest at the specified rate

shall also apply in respect of any amounts that are

awarded in adjudication, arbitration or legal proceedings.

 

Recovery of costs

5.20 The Client or the Architect shall pay to the other

party who successfully pursues, resists or defends any

claim or part of a claim brought by the other:

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5.20.1 such costs reasonably incurred and duly mitigated

(including costs of time spent by principals, employees

and advisors) where the matter is resolved by negotiation

or mediation; or

5.20.2 such costs as may be determined by any tribunal

to which the matter is referred.

 

VAT

5.21 In addition to the fees and expenses, the Client

shall pay any Value Added Tax chargeable on the

Architect’s fees and expenses.

 

6 Copyright and use of information

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Copyright

6.1 The Architect shall own the copyright in the

original work produced in the performance of the

Services and generally asserts the Architect’s moral

rights to be identified as the author of such work.

6.2 No part of any design by the Architect maybe

registered by the Client without the consent of the

Architect in writing.

 

Use of information

6.3 The Client shall have a licence to copy and use

and allow Other Persons providing services to the Project

to copy and use drawings, documents, bespoke software

and all other such work produced by or on behalf of the

Architect in performing the Services, hereinafter called

‘the Material’.

The Material may be used for the construction of the

Project and for the operation, maintenance, repair,

reinstatement, alteration, promotion, leasing and/or sale

of the Project. The Material may not be used for

reproduction of the design for any part of any extension

of the Project, and/or for any other project except on

payment of a licence fee specified in this Agreement or

subsequently agreed.

The Architect shall not be liable if the Material is modified

other than by or with the consent of the Architect or used

for any purpose other than the purposes for which it

was prepared.

Provided that:

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6.3.1 if it is intended to make any permitted use after the

date of the last Service performed under this Agreement:

(a) the Architect, following a request from the Client, shall

confirm the degree of completion of the Material; and

(b) the Client shall pay to the Architect any specified

licence fee or a reasonable licence fee;

6.3.2 if at any time the Client is in default of payment of

any fees or other amounts properly due, the Architect

may suspend further 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 such outstanding

amounts;

6.3.3 the Client obtains or ensures that any third party

obtains any necessary licence and pays any fees arising

for access to any software used to produce any of the

Material.

 

Patents etc.

6.4 The Basic Fee for performance of the Services

shall include alI royalties, licence fees or similar expenses

in respect of the making, use or exercise by the Architect

of any invention or design for the purpose of performing

the Services.

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7 Liability and insurance

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Time limit for action or proceedings

7.1 No action or proceedings arising out of or in

connection with this Agreement whether in contract in

tort, for breach of statutory duty or otherwise shall be

commenced after the expiry of the period specified in the

Project Data from the date of the last Services performed

under this Agreement or, if earlier, the date of practical

completion of construction of the Project or such earlier

date as prescribed by law.

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Limit of liability

7.2 In any such action or proceedings:

7.2.1 The Architect’s liability for loss or damage shall not

exceed the amount of the Architect’s professional

indemnity insurance specified in the Project Data,

providing the Architect has notified the insurers of the

relevant claim or claims as required by the terms of such

insurance.

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7.2.2 No employee of the Architect including any officer

or director of a company or a member of a limited liability

partnership or any agent of the Architect shall be

personally liable to the Client for any negligence, default

or any other liability whatsoever arising from performance

of the Services.

 

Net contribution

7.3 Without prejudice to the provisions of clause 7.2,

the liability of the Architect shall not exceed such sum as

it is just and equitable for the Architect to pay having

regard to the extent of the Architect’s responsibility for

the loss and/or damage in question and on the

assumptions that:

7.3.1 aII other consultants and contractors providing

work or services for the Project have provided to the

Client contractual undertakings on terms no less onerous

than those of the Architect under this Agreement;

7.3.2 there are no exclusions of or limitations of liability

nor joint insurance or co-insurance provisions between

the Client and any other person referred to in this clause;

and

7.3.3 all the persons referred to in this clause have paid

to the Client such sums as it would be just and equitable

for them to pay having regard to the extent of their

responsibility for that loss and/or damage.

 

Professional indemnity insurance

7.4 The Architect shall maintain until at least the

expiry of the period specified in clause 7.1 professional

indemnity insurance with a limit of indemnity of not less

than the amount or amounts specified in the Project Data

provided such insurance continues to be offered on

commercially reasonable terms to the Architect at the

time when the insurance is taken out or renewed.

Such insurance shall be:

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7.4.1 limited to the amounts (if any) specified in the

Project Data as in the aggregate in any year of insurance;

and

7.4.2 subject only to such other limitations, exceptions

and exclusions as are commonly included in such

policies.

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7.5 The Architect, when reasonably requested by the

Client, shall produce for inspection a broker’s letter or

certificate confirming that such Insurance is being

maintained.

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7.6 The Architect shall inform the Client if such

insurance ceases to be available at commercially

reasonable terms or subsequent to the date of this

Agreement an aggregate limit applies to any matters

other than those specified in the Project Data in order

that the Architect and Client can discuss the best means

of protecting their respective positions.

 

Supplementary Agreements

7.7 Where it is specified in the Project Data:

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7.7.1 that the Architect will be required to enter into a

collateral warranty or warranties in favour of funders,

purchasers or first tenants and the terms of the warranty

together with the names or categories of other parties

who will sign such agreements are appended to this

Agreement the Architect shall enter info such agreement

or agreements within a reasonable period of being

requested to do so by the Client, providing that such

warranties give no greater benefit to the beneficiaries

than is given to the Client under this Agreement and aII

fees and other amounts properly due to the Architect

have been paid;

7.7.2 that a Third Party Rights Schedule in favour of

funders, purchasers or first tenants is applicable and

appended to this Agreement, the rights of such third

parties shall come into effect on the date of receipt by

the Architect of a notice from the Client stating the

name of each interested party and the nature of the

interest in the Project; and/or

7.7.3 that a supplementary agreement is applicable

under which the Architect is to provide services to a

contractor appointed by the Client to complete the

design and construction of the Project, and such

agreement is appended to this Agreement, the Architect

shall enter into such agreement with the Client and the

contractor appointed to complete the design and

construction of the project within a reasonable period of

being requested to do so by the Client, providing that aIl

fees and other amounts due have been paid.

 

Rights of third parties

7.8 Except for the rights conferred by clause 7.7.2,

nothing in this Agreement shall confer or is intended to

confer any right to enforce any of its terms on any person

who is not a party to it other than lawful assignees.

 

8 Suspension or termination

 

Suspension

8.1 The provisions for suspension are:

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8.1.1 The Client may suspend the performance of any or

aIl of the Services and/or other obligations by giving not

less than 7 days’ notice in writing to the Architect

specifying the Services affected.

8.1.2 The Architect may suspend performance of the

Services and/or other obligations on giving not less than

7 days notice to the Client of the intention and stating the

reasons for doing so in the event:

(a) that the Client fails to pay any fees or other amounts

due by the final date for payment unless, where

applicable, the Client has given effective notice under

clause 5.15.2 of the intention to withhold payment of any

part of an Architect’s account; or

(b) that the Client is in material or persistent breach of the

obligations under this Agreement; or

(c) that the Architect is prevented from or impeded in

performing the Services for reasons beyond the

Architect’s reasonable control; or

(d) of force majeure.

8.1.3 The Architect shall cease performance of the

suspended Services and/or other obligations in an

orderly and economical manner on the expiry of the

notice period after receipt or giving of a notice of

suspension.

8.1.4 If the reason for a notice of suspension arises from

a default:

(a) which is remedied, the Architect shall resume

performance of the Services or other obligations within a

reasonable period; or

(b) which is n0t remedied by the defaulting party, the

other party shall have the right to treat performance of

the Services or other obligations affected as terminated

on giving reasonable written notice.

8.1.5 Where Services are suspended by the Client and

not resumed within 6 months the Architect shall have the

right to treat performance of the Services and/or other

obligations affected as terminated on giving at least 7

days further written notice to the Client.

8.1.6 Any period of suspension arising from a valid notice

given under clause 8.1.1 or clause 8.1.2 shall be added

to the latest Timetable for completion of the relevant

Services.

 

Termination

8.2 The provisions for termination are:

8.2.1 The Client or the Architect may by giving

reasonable notice to the other terminate performance of

the Services and/or other obligations, stating the reasons

for doing so and the Services and obligations affected.

 

8.2.2 Performance of the Services and/or other

obligations may be terminated immediately by notice

from either party if:

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(a) the other party commits an act of bankruptcy or is

subject to a receiving or administration order, and/or

goes into liquidation, and/or becomes insolvent, and/or

makes any arrangements with creditors; or

(b) the Architect becomes unable to perform the Services

through death or incapacity.

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8.2.3 0n termination of performance of the Services

and/or other obligations, a copy of the Material not

previously provided to the Client shall be delivered on

demand to the Client by the Architect, subject to the

terms of the licence under clause 6.3 and payment of any

outstanding fees and other amounts due under clause

5.19 plus the Architect’s reasonable copying charges.

 

9 Dispute resolution

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9.1 The Client and the Architect may attempt to

settle any dispute or difference arising under the

Agreement by negotiation or mediation, if suitable, or

either party may refer the matter to adjudication,

arbitration or legal proceedings as specified in the

Project Data.

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Adjudication

9.2 The provisions for adjudication are:

​

9.2.1 Where a dispute or difference is to be referred to

adjudication, the parties may agree who shall act as

adjudicator, or the adjudicator shall be a person

nominated at the request of either party by the nominator

specified in the Project Data.

9.2.2 For the avoidance of doubt, the Adjudicator may

allocate between the parties the costs relating to the

adjudication, including the fees and expenses of the

adjudicator, in accordance with the provisions of clause

5.20.

This provision is ineffective unless it is confirmed in

writing by the referring party to the other party and to the

adjudicator after notice is given of the intention to refer

the dispute to adjudication.

 

Arbitration

9.3 The provisions for arbitration are:

​

9.3.1 Without prejudice to any right of adjudication,

where in the Project Data an arbitration agreement is

made and either party requires a dispute or difference

(except in connection with the enforcement of any

decision of an adjudicator) to be referred to arbitration

then that party shall serve on the other party a notice of

arbitration to that effect and the dispute or difference

shall be referred to a person to be agreed between the

parties or, failing agreement within 14 days of the date

on which the notice is served, a person appointed by the

appointor specified in the Project Data on the application

of either party.

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9.3.2 Where the law of England and Wales or Northern

Ireland is the applicable law:

​

(a) 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 by order made under

section 91 of the Arbitration Act 1096;

(b) in such arbitration the Construction industry Model

Arbitration Rules (CIMAR) current at the date of the

reference shall apply; and

(c) the arbitrator shall not have the power referred to in

Section 38(3) of the Arbitration Act 1996.

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9.3.3 Where the law of Scotland is the applicable law

such arbitration shall be conducted under the rules set

out in the current edition of the Scottish Arbitration Code

for use in Domestic and International Arbitration.

 

10 Consumer’s right to cancel

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This clause applies where the Project relates to work

to the Client’s home or a second home including a

new home and the Client is a consumer who is acting

for purposes outside his/her trade, business or

profession and has signed this Agreement in his/her

own name, i.e. not as a limited company or other legal

entity.

​

10.1 The consumer Client has the right to cancel this

Agreement for any reason by delivering or sending

(including by electronic mail) a cancellation notice to the

Architect at anytime within the period of 7 days starting

from the date when this Agreement was made.

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10.2 The notice of cancellation is deemed to be

served as soon as it is posted or sent to the Architect or

in the case of an electronic communication on the day it

is sent to the Architect.

​

10.3 If the Architect was instructed to perform any

services before the Agreement was made or before the

end of the 7 day period and the instruction or instructions

were confirmed in writing, the Architect shall be entitled

to any fees and expenses properly due before the

Architect receives the notice of cancellation.