RIBA Standard Conditions of Appointment for an Architect
Definitions & Interpretation
1. Definitions and Interpretation
1.1 Definitions
For clarity, defined terms in this Agreement are distinguished by an initial capital letter. The
following definitions apply to all documents forming part of this Agreement, in addition to any
other definitions stated elsewhere.
Brief – The most recent statement of the Client’s project requirements, which may include:
● An initial statement provided at the start of the project.
● A refined Design Brief after clarifying objectives.
● Any further development into the final Project Brief.
● Any drawings or information prepared by or on behalf of the Architect and approved by the
Client.
Collaborate – The process of cooperating with Other Persons, sharing or receiving necessary
information to complete the Services, reviewing provided data, and offering feedback where
competent.
Confidential Information – Any business-related information exchanged between the Client and the Architect, whether received directly or indirectly, in writing or verbally.
Construction Cost – The cost associated with the construction of the project, which includes:
● The Client’s target construction cost, as specified in the Project Data, or a reasonable
estimate if unspecified.
● The latest professionally approved estimate of construction costs.
● The actual cost upon completion and final account agreement.
Includes:
● The cost of new materials/equipment provided by the Client for installation.
● Any direct works undertaken by the Client.
● Contractor’s profit and overheads.
Excludes:
● Value Added Tax (VAT).
● Professional fees.
● Dispute resolution costs.
● Client’s legal and administrative expenses.
● Payments for loss and/or additional expenses to contractors.
● Any liquidated damages deducted by the Client.
Other Person – Any individual, company, or firm other than the Architect or its sub-consultants,
including:
● Consultants, contractors, and subcontractors.
● Specialists and statutory bodies.
● Authorities responsible for approvals or regulatory compliance.
Project – The construction or development project as defined in the Project Data.
Project Data – The details outlined in the Project Data schedule, which may be modified by
agreement.
Services – The architectural services to be provided by the Architect, as listed in the Services
schedule, which may be modified by agreement.
Timetable – The Client’s initial schedule for service delivery as outlined in the Project Data. If no
specific timeline is provided, a reasonable period will apply. Any updates to the Timetable must be approved by the Client.
1.2 Interpretation
● Headings and notes within these Conditions are provided for convenience only and shall
not affect the interpretation or enforceability of this Agreement.
● References to natural persons shall be interpreted to include corporations and firms, and
vice versa.
1.3 Communications
● Formal Notices & Documents
○ Any notice or official document required under this Agreement must be in writing
and sent to the recipient’s designated address stated in this Agreement.
○ Notices may be sent via:
■ Postal mail (registered or special delivery)
■ Email (if previously agreed as an official communication method)
○ Notices take effect upon receipt. However, if a notice is not in writing, it will only be
valid once confirmed in writing by either the sender or the recipient.
● General Communications
○ Communications between the Client and the Architect that are not formal notices or
legal documents may be sent to any mutually agreed email or alternative contact
address.
● Delivery Timelines
○ Any communication sent via special delivery or recorded mail is deemed to have
been received on the second working day after posting, unless proven otherwise.
1.4 Public Holidays
● If any action under this Agreement must be completed within a specified number of days,
the count includes Saturdays and Sundays but excludes public holidays.
1.5 Duration
● This Agreement remains legally binding on both the Client and the Architect for as long as
necessary to enforce their respective rights and obligations.
1.6 Applicable Law & Jurisdiction
● This Agreement is governed by the laws of England and Wales, Northern Ireland, or
Scotland, as specified in the Project Data.
● Subject to Clause 9.3, both parties agree to submit to the exclusive jurisdiction of the
specified legal authority.
2. Obligations and Authority of the Architect
2.1 Duty of Care
● The Architect shall perform the Services with reasonable skill, care, and diligence,
maintaining the professional standards expected in the architectural field.
2.2 Duty to Inform
● The Architect shall keep the Client regularly informed of:
○ Project progress.
○ Any material issues affecting the Brief, Construction Cost, Timetable, or overall
project quality.
2.3 Key Notifications
The Architect must inform the Client if:
1. Additional consultants or contractors (other than those listed in the Project Data) need to
be appointed.
2. Any decisions, actions, or information are required from the Client or other parties for the
project to proceed efficiently.
2.4 Collaboration
● The Architect shall collaborate with all Other Persons identified in the Project Data or
foreseeably required for the project.
● Any information received from these parties shall be coordinated and integrated into the
Architect’s work.
2.5 Architect’s Authority
● The Architect is authorized to act on behalf of the Client in matters outlined in this
Agreement but cannot:
○ Enter into contracts or commitments on the Client’s behalf.
○ Terminate the employment of any consultant or contractor hired by the Client.
○ Modify, add, or omit any Services or aspects of the approved design without prior Client approval.
● In case of an emergency, the Architect may issue immediate instructions to the contractor
to prevent danger or material damage. The Architect must confirm such actions in writing
to the Client without delay.
2.6 Architect’s Representative
● The Architect’s Representative shall have full authority to act on behalf of the Architect for
all matters except modifying the terms of this Agreement.
Photography & Publicity Rights
2.7 Photography Rights
● The Architect has the right to publish photographs of the completed project.
● The Client must provide reasonable access to the project site for up to two (2) years after
the practical completion of construction.
2.8 Publicity &; Project Information
● The Architect must obtain the Client’s consent before publishing any information about the
project.
● The Client cannot unreasonably withhold or delay consent, unless publication would be
detrimental.
● However, if disclosure is necessary for performing the Services, the Architect may share
relevant information.
Confidentiality & Information Protection
2.9 Confidentiality Clause
The Architect must not disclose any Confidential Information related to the Client or the Project
unless:
1. Disclosure is essential for service performance, professional advice, or maintaining
insurance.
2. The information is already in the public domain (excluding unauthorized disclosures).
3. Legal obligations or dispute resolution require disclosure.
Obligations and Authority of the Client
3.1 Client’s Representative
● The Client’s Representative shall have full authority to act on behalf of the Client for all
matters outlined in this Agreement.
● However, the Representative cannot modify the terms of the Agreement.
3.2 Information, Decisions & Approvals
● The Client must provide an Initial Statement detailing project requirements and specifying
priorities regarding:
○ The Brief
○ The Construction Cost
○ The Timetable
● The Client shall supply, free of charge, all available or reasonably obtainable information
required for the timely and proper execution of the Services.
● The Architect is entitled to rely on this information.
● The Client must provide timely decisions and approvals to ensure smooth project
execution.
3.3 Instructions
● The Client (or a Lead Consultant or designated representative) may issue reasonable
instructions to the Architect.
● If the Architect is responsible for coordinating Other Persons, instructions shall be issued
exclusively through the Architect.
● The Architect shall not be held responsible for instructions issued directly to Other Persons
by the Client.
3.4 Applications for Consent
● The Client must instruct and ensure the submission of applications for required consents
under:
○ Planning legislation
○ Building regulations and other statutory requirements
● The Client shall be responsible for all statutory charges, fees, and disbursements related to
such applications.
3.5 Appointment of Other Persons
● The Client shall independently appoint and pay Other Persons (such as site inspectors or
clerks of works) for services not performed by the Architect.
● These parties must collaborate with the Architect.
● The Client must confirm in writing the:
○ Scope of services to be performed by Other Persons.
○ Their disciplines and expected duration of employment.
● The Client acknowledges that the Architect does not warrant:
○ The competence or performance of Other Persons.
○ The quality of their work, products, or financial stability.
● The Client shall hold the appointed contractor, and not the Architect, responsible for:
○ Project management.
○ Operational methods required for proper execution and completion of construction
works.
3.6 Time & Cost Responsibilities
● The Client acknowledges that the Architect cannot guarantee:
1. Planning permission or third-party approvals will be granted at all, or within a
specific timeframe.
2. That the project will remain within the Construction Cost or Timetable, which may be
subject to:
■ Approved variations due to design changes or Client requests.
■ Delays caused by third parties.
■ Other unforeseen factors beyond the Architect’s control.
3.7 Legal Advice
● The Client shall obtain necessary legal advice and provide relevant information for
resolving any disputes with other parties related to the project.
3.8 Confidentiality
The Client shall not disclose Confidential Information to any third party unless:
1. It is necessary for professional advice in relation to this Agreement or the Services.
2. The information is already public, excluding wrongful disclosure.
3. Disclosure is required by law or for legal dispute resolution.
Assigning and Sub-Contracting
4.1 Assignment
● Neither the Architect nor the Client may assign, transfer, or delegate any rights or benefits
under this Agreement without prior written consent from the other party.
● Such consent shall not be unreasonably withheld or delayed.
4.2 Sub-Contracting
● With the Client’s prior written consent, the Architect may appoint sub-consultants to
perform specific portions of the Services.
● The Client shall not unreasonably withhold consent for such appointments.
● However, the Architect remains fully responsible for ensuring that all Services are
completed in accordance with this Agreement.
● The Architect does not require consent to engage agency or self-employed staff.
4.3 Specialist Services
● If, during the performance of the Services, the Architect believes that appointing a
specialist consultant or contractor would be beneficial, they may recommend that the
Client engage such a professional.
● If the Client agrees, the appointment shall be made without undue delay.
● The Client must provide written notice to the Architect confirming the appointment, at
which point:
○ The Architect will no longer be responsible for that particular element of the
Services.
○ The Architect shall collaborate with the appointed specialist to ensure project
alignment.
Fees and Expenses
5.1 Calculation of Fees
● Fees for the Services and any additional services shall be determined as outlined in this
clause and as specified in the Schedule of Fees and Expenses.
5.2 Basic Fee
The Basic Fee for performing the Services shall be calculated as follows:
For projects involving design and construction management (including site visits during
construction):
a) A percentage of the Construction Cost as per Clause 5.4; and/or
b) A fixed lump sum as per Clause 5.5; and/or
c) Time-based charges as per Clause 5.6; and/or
d) A combination of the above methods; and/or
e) Any other mutually agreed method.
For other professional services:
a) A fixed lump sum as per Clause 5.5.1; and/or
b) Time-based charges as per Clause 5.6; and/or
c) Any other mutually agreed method.
5.3 Other Fees
For additional Other Services (as listed in the Services Schedule) that are not covered under the
Basic Fee, the charges shall be:
a) A fixed lump sum (Clause 5.5.1); and/or
b) Time-based charges (Clause 5.6); and/or
c) Another mutually agreed method.
5.4 Percentage-Based Fees
● If this method is applied, the Basic Fee is calculated using:
a) A fixed percentage of the final Construction Cost.
b) A work stage-based percentage, applied to the Construction Cost at the end of each
stage.
5.5 Lump Sum Fees
● If a lump sum fee structure is used, the Basic Fee shall be determined by:
a) A pre-agreed fixed lump sum.
b) A stage-wise lump sum, calculated by applying a percentage to the Construction Cost at
the end of RIBA Stage 4.
c) A rolling lump sum per stage, based on the Construction Cost at the end of the previous
stage.
5.6 Time-Based Fees
● If time-based billing applies, the fee shall be calculated by multiplying the hours worked by
the specified hourly or daily rate.
● "Time reasonably spent" includes:
○ Time spent performing the Services.
○ Travel time to and from the Architect’s office.
5.7 Fee Adjustments & Revisions
Annual Adjustments
● Every 12 months, fees and time charges (excluding previously claimed amounts) shall be
adjusted based on:
○ Changes in the Average Earnings Index (for professional fees).
○ Changes in the Consumer Price Index (for mileage and printing expenses).
● The adjustment date is the anniversary of the Effective Date of the Agreement or, for lump
sum fees, the date of calculation.
5.8 Fee Adjustments Due to Project Changes
● The Basic Fee shall be adjusted if:
a) Material changes are made to the Brief, Construction Cost, or Timetable.
b) The Services are varied by mutual agreement.
● The Basic Fee will NOT be reduced if the Construction Cost decreases solely due to market
deflation. Instead, the originally agreed Construction Cost before the reduction shall be
used as the basis for fee calculation.
5.9 Additional Fees
If the Architect incurs extra work, loss, or expenses beyond their reasonable control, they shall be
entitled to additional fees calculated on a time basis (Clause 5.6), unless otherwise agreed.
The Architect shall be entitled to additional fees in circumstances including, but not limited to:
1. Project Changes & Revisions – If the Client instructs changes to work already started or
completed or requests a new design after approving a previous one.
2. Incomplete or Provisional Designs – If substantial parts of the design must remain
incomplete or provisional before construction begins.
3. Delays & Disruptions – If the performance of the Services is delayed, disrupted, or extended
beyond the agreed timeline.
4. Omissions from Construction Cost – If certain work, installations, or equipment for which
the Architect provided Services are later removed or omitted from the Construction Cost.
This clause shall not apply if the adjustments are covered under Clause 5.8.1.
The Architect shall notify the Client if Clause 5.9 becomes applicable.
The Architect cannot claim additional fees for extra work caused by their own breach of this
Agreement.
5.10 Supplementary Agreements
● If the Architect agrees to enter into a supplementary agreement after the date of this
contract, they shall be entitled to:
○ Reimbursement for reasonable costs, including legal advice.
○ Payment of any extra professional indemnity insurance premium required.
5.11 Tender Not Accepted
● If the Architect is instructed to invite tenders but no tender is submitted or accepted, they
shall still be entitled to:
○ Fees due up to and including RIBA Work Stage 6, calculated as a percentage of the
applicable Construction Cost.
5.12 Expenses & Disbursements
● The Client shall reimburse the Architect for all expenses as per the Schedule of Fees and
Expenses.
5.13 Maintain Records
● The Architect shall maintain detailed records of:
1. Time spent on Services performed on a time basis (to verify charges under Clause
5.6).
2. Expenses and disbursements incurred for reimbursement at net cost.
● These records shall be made available to the Client upon reasonable request.
5.14 Payment Terms
● 5.14.1 Payment Due Date:
○ Payment becomes due on the date the Architect issues an invoice.
○ The final payment deadline is 28 days from the invoice date.
● 5.14.2 Invoice Issuance & Fee Calculation:
○ The Architect shall issue invoices:
■ At intervals of not less than one month, unless otherwise specified.
■ Setting out any accrued instalments, fees, and other amounts due, minus
previous payments.
■ Showing the calculation basis (e.g., percentage of completed Services, work
stages, or other agreed methods).
● 5.14.3 Final Account Submission:
○ The Architect shall issue the final invoice once they reasonably consider the
Services completed.
5.15 Payment Notices & Non-Payment Consequences
● The Client must provide written notice within:
○ 5 days of receiving an invoice, specifying the amount they intend to pay and how it
was calculated.
○ At least 5 days before the final payment deadline, if they intend to withhold any
amount, stating:
■ The reason(s) for withholding payment.
■ The exact amount withheld.
● If no such notice is provided, the full invoice amount shall be due.
● The Client shall not delay payment of any undisputed portion of an invoice.
● If payment is not made on time, the Architect is entitled to:
○ Interest on the unpaid amount (Clause 5.19).
○ Suspension of the licence (Clause 6).
○ Suspension or termination of Services (Clause 8).
○ Commencement of dispute resolution or debt recovery procedures.
5.16 Set-Off Restrictions
● The Client may not withhold or deduct any amount due to the Architect unless:
○ The Architect has agreed to the deduction.
○ A tribunal has ruled that the amount is not due.
● All common law and equity rights of set-off are expressly excluded.
5.17 Payment on Suspension or Termination
If either the Architect or the Client issues a notice to suspend or terminate Services under Clause
8, the Architect shall:
● Issue a final invoice on the expiry date of the notice or as soon as reasonably practicable.
● Be entitled to:
1. Payment of any fees and amounts properly due up to the suspension/termination
date.
2. Payment of any licence fee due under Clause 6.
3. Reimbursement of any losses or expenses incurred due to the
suspension/termination, except when the termination is due to the Architect’s
material or persistent breach of this Agreement.
5.18 Resumption After Suspension
● If the reason for suspension is resolved, the Architect shall be entitled to reimbursement of
reasonable costs for resuming Services, as per Clause 8.1.4(a).
5.19 Late Payment
● If the Client or Architect fails to make a properly due payment, the payee shall be entitled
to:
○ Simple interest on overdue amounts, calculated daily at 8% above the Bank of
England’s base rate.
○ Reimbursement of reasonable costs incurred in recovering the unpaid amount,
including:
■ Legal and administrative costs.
■ Costs for time spent by principals, employees, or advisors.
● The payee shall also be entitled to interest at the same rate for amounts awarded through:
○ Adjudication
○ Arbitration
○ Legal proceedings
5.20 Recovery of Costs
● The losing party in any dispute shall reimburse legal and professional costs incurred by the
successful party, including:
1. Negotiation or mediation costs (including employee and advisor time).
2. Tribunal-determined costs, if the matter is formally adjudicated.
5.21 Value Added Tax (VAT)
● In addition to all agreed fees and expenses, the Client shall be responsible for paying any
applicable VAT.
Copyright & Use of Information
6.1 Copyright Ownership
● The Architect retains full copyright over all original work created in the performance of the
Services.
● The Architect also asserts their moral rights to be identified as the author of such work.
6.2 Design Registration
● The Client may not register any part of the Architect’s design without obtaining the
Architect’s prior written consent.
6.3 Use of Information & Licensing
● The Client is granted a licence to copy and use (and allow Other Persons involved in the
Project to use) the following materials created by or on behalf of the Architect:
○ Drawings & documents
○ Bespoke software
○ Other work produced during the Services (collectively referred to as “the Material”).
Permitted Uses:
The Material may be used for:
● Construction of the Project.
● Operation, maintenance, repair, reinstatement, alteration, promotion, leasing, and/or sale
of the Project.
Restricted Uses:
● The Material may not be used for:
○ Reproduction of the design for an extension of the Project.
○ Any other project without the payment of a licence fee specified in this Agreement
or separately agreed.
Liability Disclaimer:
● The Architect is not liable if:
○ The Material is modified without their consent.
○ The Material is used for any purpose other than its original intended purpose.
Conditions for Continued Use of the Material:
1. Post-Completion Use: If the Client wishes to use the Material after the Architect has
completed the Services:
○ The Architect shall confirm the degree of completion of the Material upon request.
○ The Client must pay the specified or a reasonable licence fee.
2. Suspension of Licence for Non-Payment:
○ If the Client fails to pay any due fees, the Architect may suspend the licence by
giving 7 days’ notice.
○ The licence will be reinstated once outstanding amounts are paid.
3. Software Licences:
○ The Client must ensure that any third-party licences required to access software
used in the production of the Material are obtained and paid for separately.
6.4 Patents, Royalties & Licence Fees
● The Basic Fee includes all:
○ Royalties
○ Licence fees
○ Similar expenses
● This covers any invention or design used by the Architect to perform the Services.
Liability and Insurance
7.1 Time Limit for Legal Action
● Any action or legal proceedings related to this Agreement (whether in contract, tort, breach
of statutory duty, or otherwise) must be commenced within the time period specified in the
Project Data, calculated from:
○ The date of the last Service performed under this Agreement.
○ Or, if earlier, the date of practical completion of the construction.
○ Or, any earlier date as prescribed by law.
7.2 Limit of Liability
● In any legal action or proceedings:
1. Architect’s Liability Cap: The Architect’s liability for any loss or damage shall not
exceed the amount covered under their professional indemnity insurance, as
specified in the Project Data, provided that:
■ The Architect has notified their insurers of the claim(s) in accordance with
the insurance policy terms.
2. Protection for Employees & Directors:
■ No employee, officer, director, or agent of the Architect shall be personally
liable to the Client for any:
■ Negligence
■ Default
■ Other liabilities arising from the performance of the Services.
7.3 Net Contribution Clause
● Without prejudice to Clause 7.2, the Architect’s liability shall be limited to a just and
equitable amount, considering their actual responsibility for the loss or damage.
● The liability limit is based on the assumption that:
1. All other consultants & contractors involved in the Project have provided
contractual obligations to the Client that are no less stringent than the Architect’s
under this Agreement.
2. There are no exclusions or limitations of liability, and no joint insurance or co-
insurance arrangements between the Client and any other party referred to in this
clause.
3. All relevant parties (consultants, contractors, etc.) have contributed a fair and
equitable share of the compensation payable to the Client, based on their
respective responsibility for the loss or damage.
7.4 Professional Indemnity Insurance
● The Architect shall maintain professional indemnity insurance until at least the expiry of the
period specified in Clause 7.1, with a coverage limit not less than the amount specified in the
Project Data.
● This obligation applies only if such insurance remains available on commercially
reasonable terms at the time of renewal or purchase.
Insurance Coverage Limitations:
1. The insurance shall be limited to the amounts (if any) specified in the Project Data, in
aggregate per insurance year.
2. The insurance shall be subject to standard limitations, exceptions, and exclusions
commonly found in such policies.
Client’s Right to Verification:
● Upon reasonable request, the Architect shall provide the Client with a broker’s letter or
certificate confirming the validity of the insurance policy.
Changes in Insurance Availability:
● If professional indemnity insurance ceases to be available on commercially reasonable
terms, or if new aggregate limits are introduced after this Agreement’s effective date, the
Architect shall:
○ Notify the Client promptly.
○ Discuss with the Client the best way to protect both parties' interests.
7.7 Supplementary Agreements
● If specified in the Project Data, the Architect may be required to enter into additional
agreements under the following conditions:
7.7.1 Collateral Warranties
● If required, the Architect shall provide collateral warranties in favor of funders, purchasers,
or first tenants.
● Such warranties:
○ Must not offer greater benefits to third-party beneficiaries than those provided to
the Client under this Agreement.
○ Shall be entered into within a reasonable period after a formal request by the
Client.
○ Will only be executed if all fees and other amounts due to the Architect have been
fully paid.
7.7.2 Third-Party Rights Schedule
● If a Third-Party Rights Schedule is appended to this Agreement, the rights of such third
parties shall take effect only upon receipt of a written notice from the Client, specifying:
○ The name of the interested party.
○ The nature of their interest in the Project.
7.7.3 Supplementary Agreement for Contractor Services
● If the Architect is required to provide services to a contractor appointed by the Client to
complete the design and construction of the Project, they shall:
○ Enter into such an agreement within a reasonable period of receiving a request
from the Client.
○ Ensure that all fees and amounts due have been paid before executing the
agreement.
7.8 Rights of Third Parties
● Except for the rights conferred under Clause 7.7.2, no third party shall have any right to
enforce any term of this Agreement.
● This Agreement does not grant enforceable rights to anyone who is not a party, except for
lawful assignees.
Suspension or Termination
8.1 Suspension of Services
8.1.1 Suspension by the Client
● The Client may suspend the performance of any or all Services and/or other obligations by
providing the Architect with at least 7 days' written notice, specifying the affected Services.
8.1.2 Suspension by the Architect
● The Architect may suspend the performance of Services and/or other obligations by
providing the Client with at least 7 days' written notice, stating the reason for suspension.
● The Architect may suspend Services in the following cases:
(a) Non-Payment by the Client
○ If the Client fails to pay any fees or amounts due by the final payment date, unless:
■ The Client has given an effective notice under Clause 5.15.2 stating their
intent to withhold payment and the reason for doing so.
● (b) Material or Persistent Breach by the Client
○ If the Client materially or repeatedly breaches their contractual obligations under
this Agreement.
● (c) External Factors Preventing Service Performance
○ If the Architect is prevented or impeded from performing Services due to reasons
beyond their reasonable control.
● (d) Force Majeure Events
○ If a force majeure event occurs, making it impossible or unreasonably difficult for
the Architect to perform the Services.
8.1.3 Suspension Procedures
● Upon receipt or issuance of a valid suspension notice, the Architect shall:
○ Cease performance of the affected Services and/or obligations.
○ Ensure that the suspension is carried out in an orderly and economical manner.
8.1.4 Resumption or Termination After Suspension
● If a suspension occurs due to a default, the outcome depends on whether the default is
remedied:
(a) If the default is remedied:
○ The Architect shall resume performance of the Services within a reasonable period.
● (b) If the default is not remedied:
○ The non-defaulting party may treat the affected Services as terminated by
providing reasonable written notice.
8.1.5 Termination Due to Prolonged Suspension
● If the Client suspends Services and does not resume them within 6 months, the Architect
has the right to:
○ Treat the Services as terminated by providing at least 7 days' further written notice
to the Client.
8.1.6 Impact of Suspension on Project Timetable
● Any suspension period under Clause 8.1.1 or 8.1.2 shall be added to the latest Timetable,
extending the deadline for completing the relevant Services.
8.2 Termination of Services
8.2.1 Termination by Notice
● Either the Client or the Architect may terminate the performance of the Services and/or
other obligations by giving reasonable written notice to the other party.
● The notice shall specify:
○ The reasons for termination.
○ The specific Services and obligations affected by the termination.
8.2.2 Immediate Termination
● Either party may terminate the Services and/or other obligations immediately by written
notice if:
(a) Financial Insolvency or Bankruptcy:
○ The other party commits an act of bankruptcy, is subject to a receiving or
administration order, goes into liquidation, becomes insolvent, or makes
arrangements with creditors.
● (b) Inability to Perform:
○ The Architect becomes unable to perform the Services due to death or incapacity.
8.2.3 Delivery of Material Upon Termination
● Upon termination, the Architect shall, upon the Client’s request, promptly deliver to the
Client a copy of the Material (all drawings, documents, and work produced that has not yet
been provided).
● Such delivery is subject to the terms of the licence as outlined in Clause 6.3 and the
payment of any outstanding fees and amounts due (including any additional interest as per
Clause 5.19) plus the Architect’s reasonable copying charges.
Dispute Resolution
9.1 General Dispute Resolution
● The Client and the Architect may attempt to resolve any disputes arising under this
Agreement through:
○ Negotiation
○ Mediation, if deemed suitable
● If a dispute remains unresolved, either party may refer the matter to adjudication,
arbitration, or legal proceedings, as specified in the Project Data.
9.2 Adjudication
9.2.1 Selection of an Adjudicator
● If a dispute is to be referred to adjudication, the parties may:
○ Mutually agree on who shall act as the adjudicator, OR
○ Request the appointment of an adjudicator from the nominator specified in the
Project Data.
9.2.2 Costs of Adjudication
● The Adjudicator has the authority to allocate adjudication-related costs between the
parties, including:
○ Adjudicator’s fees and expenses.
○ Other adjudication-related costs, in accordance with Clause 5.20.
Enforceability Condition:
● This provision will only take effect if the referring party confirms in writing to:
1. The other party, and
2. The adjudicator
● Such confirmation must be sent after a formal notice has been issued regarding the
intention to refer the dispute to adjudication.
9.3 Arbitration Provisions
9.3.1 Initiating Arbitration
● If the Project Data includes an arbitration agreement, either party may require a dispute or
difference (except for disputes related to adjudicator decisions) to be referred to
arbitration.
● To initiate arbitration, the party requesting it must serve a written notice of arbitration to
the other party.
● The dispute shall then be referred to an arbitrator agreed upon by both parties or, if no
agreement is reached within 14 days, an arbitrator shall be appointed by the designated
authority as specified in the Project Data, upon the request of either party.
9.3.2 Arbitration Under English, Welsh, or Northern Irish Law
● If the law of England and Wales or Northern Ireland applies:
1. Either party may litigate any claim for a monetary remedy not exceeding £5,000, or
any higher sum specified under Section 91 of the Arbitration Act 1996.
2. The arbitration shall follow the Construction Industry Model Arbitration Rules
(CIMAR) applicable at the time of the dispute.
3. The arbitrator shall not have the power referred to in Section 38(3) of the Arbitration
Act 1996 (which relates to making orders for security of costs).
9.3.3 Arbitration Under Scottish Law
● If the law of Scotland applies, arbitration shall be conducted in accordance with the
Scottish Arbitration Code, as set out in the latest edition applicable to Domestic and
International Arbitration.
Consumer’s Right to Cancel
10.1 Right to Cancel
● If the Client is a consumer, they have the right to cancel this Agreement for any reason by
sending a written cancellation notice to the Architect.
● The cancellation period lasts for 7 days from the date the Agreement was made.
10.2 Effective Date of Cancellation
● A cancellation notice is considered served:
○ Immediately upon posting or sending to the Architect.
○ For electronic communication (email), on the date it is sent.
10.3 Payment for Services Before Cancellation
● If the Client instructed the Architect to begin Services before the Agreement was signed or
before the 7-day cancellation period expired, and such instructions were confirmed in
writing, the Architect is entitled to:
○ Payment for any Services performed before receiving the cancellation notice.
○ Reimbursement of any expenses incurred before the cancellation notice was
received.
10.4 Format of Cancellation Notice
● The cancellation notice should be addressed to the Architect and must include the
following:
Client Name: [Insert Client’s Name]
Subject: Notice of Agreement Cancellation
The Client, [Insert Name], hereby gives notice that the Agreement with the Architect,
[Insert Architect’s Name], signed on [Insert Date of Signing], is cancelled.
Client’s Signature(s): [Insert
Signature(s)]
Client’s Address: [Insert Address]
Date: [Insert Date]
Telephone: 07707 048016 Email: info@mkh-architects.co.uk
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