1. General Interpretation.
1.1. Where under the Contract an action is required to be taken within a specified period, in calculating a period, a day shall be a business calendar day and a date shall be a calendar date. When a period is calculated it shall include Saturdays, Sundays, and exclude public holidays.
1.2. The provisions of the Contract continue to bind the Client and the Architect/ Consultant as long as is necessary to give effect to the Parties’ respective rights and obligations.
1.3. The Contract supersedes any previous agreement or arrangements between the Client and the Architect/Consultant in relation to the Services (whether oral or written) and represents the entire agreement between the Client and the Architect/Consultant in relation to the Services. All additions, amendments, and variations to the Contract shall be binding only if in writing and signed by the duly authorised representatives of both the Client and the Architect/Consultant. The Client and the Architect/Consultant shall not claim to have relied upon any statements or representations made by the other Party other than those set out in the Contract.
1.4. If any clause or part of any clause of the Contract is ruled by the courts or declared to be invalid or unenforceable in any way, it shall be severed from the Contract and this shall not affect any other clause of the Contract, nor the validity of the remaining clauses of the Contract, which shall remain in full force.
1.5. No client addendum or amendments requested by the client will form part of this contract.
1.6. Any modifications or changes to the terms of this contract must be agreed upon by both parties in writing and signed by authorised representatives.
1.7. The Contract is subject to the law of England and Wales and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
1.8. Subject to clause 3.2 of the Contract Conditions, to the extent that either Party processes personal data, as part of the Contract, the Party undertakes to do so in compliance with the General Data Protection Regulation (GDPR) and to keep such personal data in a secure technological environment.

2. When Our Services Starts and Ends.
2.1. A service starts on the date this contract is signed and ends as set out in this agreement.
2.2. RIBA Work Stages have a minimum time period this means:
2.2.1. You may be charged a fee to compensate us for our losses if your project services end.
2.2.2. If you have asked us to provide a service before the end of the applicable cancellation period stated in clause 15.1, you must pay the agreed value and any service you received up to the disconnection of the service.
2.3. Once the scope of work has begun work on a project, any agreed-upon scope of services is considered fulfilled and cannot be refunded.

3. Contacting Each Other.
3.1. If you can’t find what you’re looking for please contact us by visiting our website www.architecturenorth.co.uk or by contacting us by telephone at 07548 835 723. We will need to verify your identity before we can speak to you about your account. If the person contacting us is not the account holder we can only provide limited information. If you want to write to us, or if any paragraph in your agreement requires you to give us written notice, you can do this at www.architecturenorth/contactus or by post to Architecture North Ltd, Archway Court, Studio One, Nottingham, NG7 4AP.
3.2. If we need to contact you, we’ll use your billing address, email address, mobile or fixed telephone number, or any other method requested by you. If we have to give you written notice, we’ll do so by email, SMS, hand, or pre-paid post to the address or telephone number you’ve provided us.
3.3. Data protection rules prevent us from discussing your project with anyone other than yourself, unless they are named as a 'nominee' on your project agreement.
3.4. You can add a new contact or nominee to your agreement at any time by completing this form: https://www.architecturenorth.co.uk/clients-area/client-requests/nominated-person
3.5. Adding a nominee allows them to speak and make changes to your project on your behalf.
3.6. Nominees have no legal rights and your agreement remains in your name as the lead client.
3.7. Without a nominee named on your agreement, we are unable to discuss your project with anyone other than yourself, even in unforeseen circumstances.
3.8. The Client or Appointed Nominee shall create a project password to secure their account.
3.9. The password must be in the following format;
3.9.1. The first initial of the client's first name and the first initial of the client's surname (both in uppercase).
3.9.2. Immediately followed by the day, month, and year of the client's birth
3.9.3. The client and appointed nominee acknowledges that their project password is for their protection and must be kept confidential.
3.9.4. The Architect/Consultant shall not be liable for any unauthorised access to the Client's account resulting from the Client's failure to keep their password confidential.
3.10. All emails from Architecture North Ltd will be deemed to be delivered immediately
3.11. All notice or documents from Architecture North Ltd will be deemed to be delivered immediately if delivered by hand, or 48 hours after posting.
3.12. Notices given by SMS or email will be deemed to be delivered immediately when they’re sent.
3.13. We, our representatives, may monitor or record your communications:
3.13.1. For business purposes, such as quality control and training.
3.13.2. To prevent unauthorised use of our systems.
3.13.3. To ensure effective systems operation; and
3.13.4. In order to prevent or detect crime.

4. Client’s Responsibilities.
4.1. The Client shall:
4.1.1. Inform the Architect/Consultant of the Project Brief, Construction Cost, the Project Programme, and the Services required and of any subsequent changes required, and agree with steps to mitigate the consequences.
4.1.2. Provide to the Architect/Consultant, free of charge, the information in the Client’s possession, or which is reasonably obtainable, and which is necessary for the proper and timely performance of the Services, and the Architect/Consultant shall be entitled to rely on such information.
4.1.3. Make decisions and give approvals as necessary for the proper and timely performance of the Services.
4.1.4. The Client shall be responsible for reviewing and approving all documents, including but not limited to plans, specifications, and other deliverables, produced by the Architect/Consultant during the course of the project.
4.1.5.The Client shall promptly sign all Client Approval Forms presented by the Architect/Consultant indicating approval of the work performed.
4.1.6. The Architect/Consultant shall not be held liable for any delays or errors resulting from the Client's failure to timely approve or sign Client Approval Forms.
4.1.7. The Client understands that the Architect/consultant may pause the project if there is no progress or updates from the Client in a period of two months.
4.1.7.1. The Client will be notified in writing of the pause and will have 30 days to respond
4.1.7.2. If the Client fails to respond or does not provide the necessary information or feedback within the given timeframe, the Architect/Consultant may terminate the contract without liability for any loss or damage suffered by the Client.
4.1.8. It is the Client’s responsibility to appoint or otherwise engage any Other Client Appointments required to perform work or services under separate agreements and require them to collaborate with the Architect/Consultant.
4.1.8.1. The Client shall confirm in writing to the Architect/Consultant the work or services to be performed by any Other Client Appointments.
4.1.9. The Client acknowledges that they have the right to appoint third-party consultants of their choice for the Project.
4.19.1. In such cases, it shall be the sole responsibility of the Client to provide the appointed third-party consultants with any requested information or documentation
4.1.9.2. The Architect/Consultant shall not be liable for any delay, deficiency, or error caused by such third-party consultants.
4.1.10. Hold the Other Client Appointments, and not the Architect/Consultant, responsible for the proper carrying out and completion of the work or services entrusted to them under any Other Client Appointments.
4.1.11. Hold the Contractor(s) appointed to undertake construction works, and not the Architect/Consultant, responsible for the proper carrying out and completion of construction works in compliance with the Building Contract.
4.1.12. Where the Architect/Consultant is appointed as Contract Administrator for the Building Contract, not deal with the Contractor(s) directly or interfere with the Architect/Consultant’s duties under the Building Contract.
4.1.14. Not hold the Architect/Consultant responsible for any instructions issued by the Client to the Other Client Appointments or Contractor.
4.1.15. Pay any statutory charges and any fees, expenses, and disbursements in respect of any obligations for planning, building control, and other consents.
4.2. The Client may issue reasonable instructions to the Architect/Consultant. The Client’s named representative, as indicated in the signed Project Initiation of the Contract Details, shall have full authority to act on behalf of the Client for all purposes in connection with the matters set out in the Contract.
4.3. If the Architect/Consultant sends an email to the Client using blind carbon copy (BCC) and the Client is included in the BCC field, the Client agrees not to respond to the email or otherwise disclose their inclusion in the BCC field to any other party, as this may compromise the confidentiality of the email.
4.3.1. Replying to a BCC email can create confusion and disrupt the communication flow between the original sender and the other recipients.
4.3.2. Responding to a BCC email may compromise the original sender's ability to uphold confidentiality and may lead to a loss of trust.
4.3.3. When included within a BCC email you are not expected to reply or contribute to the original thread, as is can damage the professional relationship between the parties involved.
4.4. The Client acknowledges that the Architect/Consultant does not warrant:
4.4.1. That planning permission and other approvals from third parties shall be granted at all or, if granted, will be granted in accordance with any anticipated timescale.
4.4.2. That the Architect/Consultant cannot influence nor cannot control how planning case officers, local authority planning departments, parish councils or third parties conduct themselves in relation to the project.
4.4.3. The Architect/Consultant cannot control natural disasters, or weather conditions that may impact the project.
4.4.4. Compliance with any Project Programme and Construction Cost, which may need to be reviewed for, but not limited to:
(a) variations instructed by the Client.
(b) fluctuations in market prices.
(c) delays caused by any Other Client Appointments, the Contractor, or any other factor that is not the responsibility of the Architect/ Consultant under the Contract.
(d) the discovery at any time of previously unknown conditions which were not reasonably foreseeable at the date of the Contract.
(e) natural disasters, or weather conditions that may impact the Contract.
4.4.5. The competence, performance, work, services, products, or solvency of any Other Client Appointments or the Contractor.
4.5. The Client shall not disclose Confidential Information unless:
4.5.1. Disclosure is necessary to take professional advice in relation to the Contract or the Services.
4.5.2. It is already in the public domain other than due to wrongful use or disclosure by the Client.
4.5.3. Disclosure is required by law or because of disputes arising out of or in connection with the Contract.

5. Architect/Consultant’s Responsibilities.
5.1. In the performance of the Services, and discharging all the obligations under the Contract, the Architect/Consultant will exercise the reasonable skill, care, and diligence to be expected of an Architect/Consultant experienced in the provision of such services for projects of a similar size, nature, and complexity to the Project. Notwithstanding anything that may appear elsewhere to the contrary, whether under this Contract or otherwise, the Architect/Consultant’s duties and obligations shall be deemed to be subject to the exercise of such reasonable skill, care, and diligence, and nothing contained in this Agreement or elsewhere shall be construed as imposing on the Architect/Consultant any greater duty than the exercise of such reasonable skill, care, and diligence.
5.2. The Architect shall not be responsible for any works or services performed, or costs incurred by the Client, or any third party that are outside the scope of the approved architectural quotation.
5.3. Any additional works or services required by the Client that fall outside the approved quotation must be agreed upon in writing by both parties and shall be subject to a separate fee and timeline.
5.4. The Architect/Consultant shall not be held liable for any delays or errors resulting from the Client's failure to timely approve or sign Client Approval Forms.
5.5. The Architect/Consultant shall:
5.5.1. Perform the Services with due regard to the Project Brief in Project Initiation only of the Contract Details.
5.5.2. Inform the Client of progress in the performance of the Services and, upon becoming aware, of any issue that may materially affect the Project Brief, Project Programme, Construction Cost or quality of the Project, and any information, decision, or action required in mitigation.
5.5.3. Inform the Client of a need to make any Other Client Appointments to perform work in connection with the Project and/or any information, decision, or action required from the Client or Other Client Appointments in connection with the performance of the Services.
5.5.4. Act on behalf of the Client at RIBA Work Stage 5, 6, and 7 in the matters set out in the Contractor in relation to any project procedures agreed upon with the Client from time to time, subject to the Client’s prior written approval.
5.5.5. If acting as Contract Administrator at RIBA Work Stage 5, 6, and 7 for the Building Contract, exercise impartial and independent judgment when acting as an intermediary between the Client and the Contractor.
5.5.6. Collaborate with any Other Client Appointments named in the Contract Details or any other parties who might reasonably be expected to perform work or services and, where indicated in the Services, the Architect/Consultant shall co-ordinate relevant information received from such persons with the Architect/ Consultant’s design, but the Architect/ Consultant shall not be responsible for the content of the information received.
5.5.7. Make no material alteration to the Services or the approved design without the prior written consent of the Client, except in an emergency, whereupon the Architect/Consultant shall confirm such actions to the Client without delay.
5.6. The Architect/Consultant shall have the right to publish photographs of the Project. Subject to the approval of the Client, the Architect/Consultant shall have reasonable access to the Project for up to 2 years after Practical Completion. The Architect/Consultant shall obtain written consent from the Client, which shall not be unreasonably withheld or delayed, before the publication of any information about the Project, unless reasonably necessary for the performance of the Services.
5.8. The Architect/Consultant acknowledges and agrees that in the course of providing services to the Client, the Architect/Consultant may come into possession of confidential information relating to the Client's business or affairs.
5.8.1. The Architect/Consultant agrees to keep all such information confidential and not to disclose any of it to any third party without the prior written consent of the Client.
5.8.2. The Architect/Consultant agrees not to disclose any confidential information about other clients' projects to the Client without the prior written consent of such other clients.
5.8.3. The Architect/Consultant shall take all necessary measures to ensure the confidentiality and security of all confidential information provided by the Client or any other clients.
5.8.4. This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue indefinitely.
5.9. The Architect/Consultant shall not disclose Confidential Information unless:
5.9.1. Disclosure is necessary for the proper performance of the Services, or in order to take professional advice in relation to the Contract or the Services, or in order to obtain/maintain insurance coverage as required by the Contract.
5.9.2. It is already in the public domain other than due to wrongful use or disclosure by the Architect/Consultant.
5.9.3. Disclosure is required by law or because of disputes arising out of or in connection with the Contract.

6. Appointment Booking Conditions.
6.1. Should you choose to appoint Architecture North Ltd for your project, you will be required to schedule a first project appointment. This appointment will be charged at £110.00, in addition to any necessary travel and mileage expenses incurred.
6.2. Strictly no refunds will be given for any payments made for appointments or expenses incurred.
6.3. All appointment bookings must be made in advance, and are subject to availability.
6.4. A fee of £110.00 will be charged for each appointment, in addition to any necessary travel and mileage expenses incurred.
6.5. Payment for the appointment must be received in full before the scheduled appointment date.
6.6. If payment is not received by the scheduled appointment date, we reserve the right to terminate the scope of services and discontinue the work.
6.7. Any changes or cancellations to the scheduled appointment must be made at least 24 hours in advance or a cancellation fee may apply.
6.8. In the event of a no-show or last-minute cancellation, the full appointment fee will be charged.  Strictly no refunds.
6.9. These terms and conditions are subject to change without notice and it is the responsibility of the client to review them before making a booking.
6.10. By making a booking, the client agrees to these terms and conditions.
6.11. If you have any questions regarding these terms and conditions, please contact us before making a booking.
6.12. These appointment terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.

7. Revision Requests.
7.1. The client may request revisions to the services provided under this contract as stated within their approved quotation.
7.2. The Architect/Consultant agrees to review and respond to the client's revision requests within 5 to 10 business days.
7.3. This timeframe allows the Architect/Consultant to thoroughly review the revision request, evaluate the feasibility of the changes, and provide an estimate of the additional time and cost required to implement the requested changes.
7.4. The Architect/Consultant shall undertake batch revisions which refer to a set of revisions as a collective, rather than a single change within each meeting.
7.5. Revisions within architecture, interior, and landscape designs are a professional standard industry.
7.6. Revision requests are essential within the Architect/Consultant's design scope of service as they allow the client to have their input into the design process, ensuring that their needs, preferences, and goals are reflected in the final design.
7.7. Revision requests can range from minor adjustments to major changes within the project scope, depending on the nature of the project and the client's needs and preferences.
7.8. The scope and complexity of project revision requests can vary greatly depending on the project, the client's needs and preferences, and the stage of the design process.
7.9. Architecture North Ltd acknowledges and accommodates within the client-approved quotation, the possibility of clients having both minor and major revision requests throughout the RIBA Work Stage 2 design process.
7.10. Any revisions that fall outside of the approved scope of services or allocated revision requests will be subject to additional charges and will require a change order.

Minor Revision Requests May Include, but not Limited to:
7.11. Adjusting the placement of walls, doors, and furniture or changing the color scheme of a room.
7.12. These changes may be relatively quick and easy to implement, and may not significantly impact the project timeline.

Major Revision Requests May include, but not Limited to:
7.13. Adding or removing entire rooms, or reconfiguring the layout of a full interior or a landscape design proposal.
7.14. These revisions may require more time and resources to implement and may have a significant impact on the project timeline.

Revision Request Terms:
7.15. Revision requests are provided as part of your approved scope of services only within RIBA Work Stage 2.
7.16. The Architect/Consultant can undertake revision requests within any RIBA Work Stage, but this will incur additional charges to your approved quotation.
7.17. Due to the nature of revisions, we cannot anticipate any of your revision requests' timeframes.
7.18. The client shall have the right to approve or reject the instructions to instruct the Architect/Consultants to undertake the revision request.
7.19. If the client rejects the approval of undertaking the revision request, the Architect/Consultant has no obligation to make the requested changes.
7.20. If the client approves of the instruction to undertake the revision request, the Architect/Consultant shall proceed with the requested changes in accordance with the client's instruction in line with the terms of this Agreement.

The Client's Process for Communicating and Documenting Revision Requests:
7.21. The client should undertake the revision request via: www.architecturenorth.co.uk/clients-area/revision-requests
7.22. The client should specify the details of the requested changes in writing in a clear and concise manner.
7.23. The client may include any necessary attachments or supporting documents within their revision request.
7.24. The Architect/Consultant will review the revision request and respond to the client by email within the agreed-upon timeframe specified in the contract.
7.25. The response may also include any potential impact on the project schedule timeline.
7.26. If the client agrees to the proposed revisions, they must provide their approval by signing off on the project revision via the following link: www.architecturenorth.co.uk/clients-area/revision-requests/approval.

Change Order.
7.27. The Architect/Consultant will create an official change order document that includes a description of the proposed revisions, the revised scope of work, the project schedule timeline, and any other pertinent details related to the change.

Client Approval of Revision Request.
7.28. The client will demonstrate their approval and acceptance of the revised proposed scope of work by signing the revision request order form.

RIBA Work Stage 2 Revision Requests.

7.29. Clients who fall under RIBA Work Stage 2 project revisions are subject to the provisions outlined in their approved quotation, including points 7.5.1, 7.5.2, 7.5.3, 7.5.4, 7.5.5, 7.6.1, 7.6.1.2, 7.6.1.3, and 7.6.1.4.
7.30. Upon the client's approval of RIBA Work Stage 2, all allocated revision requests within the client-approved quotation will be considered closed.

8. Assignment, Sub-contracting, and Novation.
8.1. Neither the Architect/Consultant nor the Client shall at any time assign the benefit of the Contract or any rights arising under it without the prior written consent of the other. Such consent shall not be unreasonably withheld or delayed.
8.2. The Architect/Consultant shall not sub-contract the performance of any part of the Services without the prior consent of the Client, and such consent shall not be unreasonably withheld or delayed.
8.3. The Parties may, by agreement, novate the Contract on terms to be agreed.

9. Fees and Expenses.
9.1. The fees for the performance of the Services and/or any additional services shall be calculated in accordance with this clause and as specified in the Contract Details.
9.2. We, or a third party on our behalf, will send you a invoice for services, within 30 days of the contract delivery.
9.3. You’ll receive invoices in electronic forms unless you tell us that paper bills. If you choose paper, we’ll charge you an additional amount, which we’ll tell you about when you request the change.
9.4. Disbursements will be reviewed annually at the rate of inflation in April each year.
9.5. The Basic Fee for the performance of the Services shall be as specified in the submitted quote of the Contract Details and may be any or a combination of:
9.5.1. The specified percentage or percentages applied to the Construction Cost. Until the actual cost of the building work is known, the percentages are applied to the latest approved estimate of the cost of the building works or the Building Contract sum. The total fee shall be adjusted based on the final Construction Cost upon completion of the Services. The cost shall exclude VAT, fees, and any claims made by or against the Contractor(s).
9.5.2. The separate percentages specified for each RIBA Plan of Work stage applied to the Construction Cost at the end of the previous stage.
9.5.3. The specified lump sum or sums.
9.5.4. The time charges are ascertained by multiplying the time reasonably spent in the performance of the Services by the specified hourly or daily rate for the relevant personnel, as set out in Disbursements. Time ‘reasonably spent’ includes the time spent in connection with the performance of the Services in traveling from and returning to the Architect/Consultant’s office.
9.5.5. Any other agreed method.
9.6. Lump sums and rates for time charges, mileage, and printing shall be revised every 12 months in accordance with changes in the Consumer Prices Index. Each 12-month period commences on the anniversary of the date of the Contract.
9.7. The Basic Fee shall be adjusted:
9.7.1. Including due allowance for any loss and/or expense, if material changes are made to the Project Brief and/or the latest approved estimate of the cost of the building work and/or Project Programme saves to the extent that any changes arise from a breach of the Contract by the Architect/ Consultant, and/or the Services are varied by agreement.
9.7.2. Where percentage fees in accordance with clause 8.4.1 or 8.4.2 apply, to compensate for any reduction of the Construction Cost arising solely from deflationary market conditions not prevailing at the date of the Contract.
9.8. If the Architect/Consultant is involved in extra work or incurs an extra expense for reasons beyond the Architect/Consultant’s reasonable control, such as engaging in pre-application advice, or where an extension of time is needed, additional fees shall be calculated on a time basis in accordance with clause 8.4.4 at the rate(s) set out in disbursements and expenses of the Contract Details where:
9.8.1. The cost of any additional work, including but not limited to revisions of architectural work, installation, or equipment, in connection with which the Architect/Consultant Services, is not included.
9.8.2. The Architect/Consultant is required to vary any Service already commenced or completed or to provide a new design after the Client has authorised the development of an approved design.
9.8.3. The nature of the Project reasonably requires that substantial parts of the design are not completed or that they are specified provisionally or approximately before construction commences.
9.8.4. Performance of the Services is delayed, disrupted, or prolonged.
9.9. The Architect/Consultant shall inform the Client on becoming aware that clause 8.7 shall apply. Clause 8.8.7 shall not apply to the extent that any change or extra work or expense arises from a breach of the Contract by the Architect/ Consultant.
9.10. The Client shall reimburse the Architect/Consultant for expenses and disbursements in the manner specified in our submitted Expenses and Disbursements of the Contract Details.
9.11. The Architect/Consultant shall maintain records of time spent on Services performed on a time basis and for any expenses and disbursements to be reimbursed at net cost. The Architect/Consultant shall make such records available to the Client on reasonable request.
9.12. Where the Architect/Consultant is instructed by the Client to invite a tender or tenders for work or services in connection with the Project but no tender is submitted or accepted, the Architect/Consultant shall be entitled to fees due up to and including the receipt of tenders based on the construction work or that part of it relating to the Services current at the date of tender.

Payment Notices.
9.13. The Architect/Consultant shall issue Payment Notices at the intervals specified on a monthly basis in the Contract Details.
9.14. All invoices from Architecture North Ltd are due on receipt
9.15. You will receive an automatic payment reminder on the invoice due date at 19:00 with a copy of the invoice attached.
9.16. All invoices, and all scope of services are non-refundable.
9.17. The Architect/Consultant shall not be liable to the Client for any refund or compensation for any third-party scope of services.
9.18. In the event of non-payment of any amount properly due to the Architect/ Consultant under the Contract, the Architect/Consultant is entitled to interest on the unpaid amounts under the provisions of clause 9.26. The Architect/ Consultant may:
9.18.1. Suspend the use of the copyright license under the provisions of clause 10.
9.18.2. Suspend or terminate the performance of the Services and other obligations under the provisions of clause 12.
9.18.3. Commence dispute resolution procedures and/or debt recovery procedures.
9.19. Each Payment Notice shall comprise the Architect/Consultant’s account, setting out any accrued installments of the fee and other amounts due, less any amounts previously paid, and stating the basis of calculation of the amount specified, which shall be the Notified Sum. The payment due date shall be the date of the Architect/Consultant’s Payment Notice. Installments of fees shall be calculated on the Architect/Consultant’s reasonable estimate of the percentage of completion of the Services or stages or other services or any other specified method.
9.20. The Client shall pay the notified sum upon receipt of the date of issue of the relevant payment notice (which shall be the Final Date for Payment) unless:
9.20.1. The Architect/Consultant has become insolvent (as defined in the Housing Grants, Construction and Regeneration Act 1996) at any time between the last date on which the Client could have issued the notice under clause 8.18 and the Final Date for Payment.
9.20.2. The Client issues a notice under clause 8.18.
9.21. The Client shall not delay payment of any undisputed part of the Notified Sum.
9.22. The Architect/Consultant shall submit the final Payment Notice for fees and any other amounts due when the Architect/Consultant reasonably considers the Services have been completed.

Payment Terms and Conditions.
9.23. If you don’t pay any undisputed part of your bill by the due date, we:
9.23.1. Charge you an administrative fee and interest as outlined in clauses 9.24 and 9.29, and 9.25.2. Notify credit reference agencies of your non-payment.
9.24. The Client shall, on or before the Final Date for Payment, make payment to the Architect/Consultant of the amount, if any, specified in the written notice.
9.25. If no such notice is given, the amount due and payable shall be the Notified Sum stated as due in the Architect/Consultant’s account. The Client shall not delay payment of any undisputed part of the account.
9.26. If the Client issues such a notice and the matter is referred to an Adjudicator who decides that an additional sum, greater than the amount stated in the notice of intention to pay less, is due, the Client shall pay that sum within 7 days of the date of the decision or the date which, in the absence of the notice, would have been the Final Date for Payment.
9.27. The Client shall not withhold any amount due to the Architect/Consultant under the Contract unless the amount has been agreed with the Architect/Consultant or has been decided by any tribunal to which the matter is referred as not being due to the Architect/Consultant.
9.28. If the performance of any or all of the Services and/or obligations is suspended or terminated, the Architect/Consultant shall be entitled to:
9.28.1. Payment of the agreement of the contract fee specified in our submitted quote of the Contract Details.
9.28.2. Other amounts properly due to the date of the last installment and a fair and reasonable amount up to the date of suspension or termination to reflect any work undertaken but not completed at the time of suspension or termination and payment of any license fee due under clause 10.
9.28.3. Reimbursement of any loss and/or damages caused to the Architect/ Consultant due to the suspension or the termination, except where the Architect/Consultant is in material or persistent breach of the obligations under the Contract.
9.29. In the event that any amounts are not paid when properly due, the Architect/ Consultant shall be entitled to simple interest on such amounts until the date that payment is received at 8% of the dealing rate of the Bank of England, current at the date that payment becomes overdue, together with such costs as are reasonably incurred by the Architect/Consultant (including costs of time spent by principals, employees, and advisers) in obtaining payment of any sums due under the Contract.
9.30. We calculate interest daily based on the total amount you owe. We add together all the daily interest amounts in each statement period and add together your balance on your invoice date.
9.31. We use your payments to clear any overdue amounts before we apply them to your latest statement. We use your payments in the following order:
9.31.1. Any overdue amounts from your previous statement; then the remaining balance on your statement; then
9.31.2. Any recent project hours not yet shown on your statement.
9.31.3. We use your payments to pay off balances charged at the highest interest rate and so forth down to the lowest interest rates.
9.31.4. This means the more expensive balances are always paid off first.
9.32. Non-sterling Transaction Fee: 2.95% of the amount of the sterling transaction value. Cash transaction fee: 5.00%.
9.33. If you missed a payment you will receive a ‘missed payment default charge of £100.00.
9.34. We will automatically send you charged paper copies in addition to your emailed statements and payment reminders until we hand your case to our debt collectors.
9.35. If work is undertaken, when you have failed to make any previous payment to ourselves, within the previous month's statements, you will receive a charged paper copies in addition to your emailed invoice, but the payment by default will automatically be sent to our debt collectors.
9.36. The Client or the Architect/Consultant shall pay to the other Party who successfully pursues, resists, or defends any claim or part of a claim brought by the other:
9.36.1. Such costs are reasonably incurred (including costs of time spent by principals, employees, and advisers) where the matter is resolved by negotiation or mediation.
9.36.2. Such costs may be determined by any dispute resolution body, to which the matter is referred.
9.37. In addition to the fees and expenses, the Client shall pay any VAT chargeable on the Architect/Consultant’s fees and expenses.

10. Copyright and Licence.
10.1. Architecture North Ltd shall retain all intellectual property rights, including copyright, in the drawings and documents produced while performing the Services. The Client acknowledges and agrees that the Architect/Consultant is the author of such work and has a moral right to be identified as such.
10.2. The Client shall not register any part of the Architect/Consultant's design under the Registered Designs Regulations 2001 without the written consent of the Architect/Consultant.
10.3. The Client is granted a license to copy and use the drawings and documents for which all fees and other amounts properly due have been paid, solely for purposes related to the construction of the Project or its subsequent use or sale. However, they may not be used for the reproduction of the design for any part of any extension of the Project or any other project without the written consent of the Architect/Consultant.
10.4. In the event that CAD, BIM, or other proprietary software is used, the Architect/Consultant shall provide the Client with the drawings and documents in PDF format only, unless an alternative format has been agreed upon during the Project Initiation stage.
10.5. The Client may request a copy of the CAD, BIM, or other proprietary software drawings and documents, subject to a fee, via the following link: https://www.architecturenorth.co.uk/clients-area/request/dwgs if their contract states that "all information is to be issued in PDF format only."
10.6. Upon receipt of payment in full, the Architect/Consultant shall compress, archive, and issue the CAD, BIM, or other proprietary software, drawings, and documents to the email address provided by the Client in the Contract Details section.
10.7. The Architect/Consultant shall release the drawings only after the payment has been cleared and received in full.
10.8. The Client grants a sub-license to any Other Client Appointment providing services to the Project to copy or use the drawings and documents, whether issued by the Client or on the Client's behalf.
10.9. The Architect/Consultant shall not be liable to the Client for any reasonably foreseeable and fully mitigated expenses, losses, or damages suffered by the Client due to any breach of copyright or other intellectual rights of any third party.
10.10. The Architect/Consultant shall not be liable for any use of the drawings and documents other than for the purpose for which they were prepared and provided by the Architect/Consultant.

11. Architect/Consultant’s Liability.
11.1. No action or proceedings arising out of or in connection with the Contract whether in contract, in tort, for negligence or breach of statutory duty or otherwise shall be commenced after the expiry of 6 or 12 years, depending on how the contract is executed, from the date of Practical Completion or the date of completion of the last Services, whichever is the earlier.
11.2. In any such action or proceedings:
11.2.1. The Architect/Consultant’s liability for loss or damage shall not exceed £5,000.00 for any one incident or related incidents as specified within the Contract Details.
11.2.2. No employee of the Architect/Consultant or any agent of the Architect/ Consultant shall be personally liable to the Client for any negligence, default, or any other liability whatsoever arising from the performance of the Services.
11.3. We’re only liable for losses that could reasonably be expected to occur when we entered into this agreement.
11.4. We’re not liable for:
11.4.1. Business losses.
10.4.2. Loss of income.
11.4.3. Loss of your time; or
11.4.4. Losses caused by third-party services or goods that you access through the services.
11.5. In respect of any claim by the Client under the Contract, and without prejudice to the provisions of clause 9.2.1, the Architect/Consultant’s liability shall be limited to such sum as shall be agreed between the Parties or adjudged by the court to be the proportion of the loss to the Client caused by the Architect/Consultant’s failure to exercise reasonable skill, care, and diligence in the performance of its duties under the Contract. This proportion is to be calculated on the basis that:
11.5.1. All other consultants, contractors, and Other Client Appointments providing work or services for the Project are deemed to have provided to the Client contractual undertakings in respect of their work or services on terms materially no less onerous than those which apply to the Architect/Consultant under the Contract.
11.5.2. There are deemed to be no exclusions or limitations of liability or joint insurance or co-insurance provisions between the Client and any other person referred to in this clause.
11.5.3. All the persons referred to in this clause are deemed to have paid to the Client such sums as it would be just and equitable for them to pay to have regard to the extent of their responsibility for that loss and/or damage.

12. Professional Indemnity Insurance.
12.1. The Architect/Consultant shall maintain, until the expiry of the period specified in clause 9.1, professional indemnity insurance with a limit of indemnity not less than the amount or amounts specified within our Contract Details, provided such insurance continues to be offered on commercially reasonable terms to the Architect/Consultant at the time when the insurance is taken out or renewed. The Architect/Consultant shall inform the Client if such insurance ceases to be available on commercially reasonable terms. The Architect/Consultant, when reasonably requested by the Client, shall produce for inspection a broker’s letter or certificate confirming that such insurance has been obtained and/or is being maintained.
12.2. The Architect/Consultant shall inform the Client if such insurance ceases to be available on commercially reasonable terms or, subsequent to the date of the Contract, any restrictions are attached to the policy or an aggregate limit applies to any matters other than those specified in the Contract Details in order that the Architect/Consultant and the Client can discuss the best means of protecting their respective positions.
12.3. Nothing in the Contract confers any right to enforce any of its terms on any person who is not a party to it, other than lawful assignees.

13. Suspension or Termination.
13.1. The Client may suspend or terminate the performance of any or all of the Services and other obligations under the Contract by giving the Architect/Consultant at least 14 days written notice and stating the reason for doing so.
13.2. The Architect/Consultant may suspend or terminate the performance of any or all of the Services and other obligations under the Contract by giving the Client at least 14 days written notice and stating the grounds on which it intends to do so. Such grounds are limited to:
13.2.1. You break, or we reasonably suspect that you’ve broken any important terms of your agreement.
13.2.2. The Client’s failure to pay any fees or other amounts due by the Final Date for Payment.
13.2.3. That the Client is in material or persistent breach of its obligations under the Contract.
13.2.4. That the Architect/Consultant is prevented from or impeded in performing the Services for reasons beyond the Architect/Consultant’s control.
13.2.5. We’re required to for legal or regulatory reasons.
13.2.6. We’re no longer able to provide a service (or any part of it).
13.2.7. You’re abusive or threatening, making unreasonable demands on us, including on our time, or abusing our processes.
13.2.8. Your usage of the services is in excess of what we’d expect from a typical client.
13.2.9. Force majeure.
13.2.10. Any other reasonable grounds for suspension or termination of the Contract.
13.3. In the event of suspension or termination, your agreement will continue and, unless we’ve suspended or terminated your services under paragraphs 13.2.5 or 13.2.6, we will be required you to pay:
13.3.1. Your full agreement value; and
13.3.2. Our reasonable costs for suspending your services and resuming them
13.4. The Architect/Consultant shall cease performance of the Services and/or other obligations under the Contract in an orderly and economical manner on the expiry of the notice period after receipt or issue of a notice of suspension or termination.
13.5. If the reason for a notice of suspension or termination arises from a default:
13.5.1. Which is remedied, the Architect/Consultant shall resume performance of the Services and other obligations under the Contract within a reasonable period.
13.5.2. Which is not remedied by the defaulting Party, the Contract shall be ended by the non-defaulting party giving at least 7 days’ further written notice.
13.6. Where Services are suspended by either Party, after serving notice under clause 13.1 or clause 13.2 and not resumed within 6 months, the Architect/Consultant has the right to treat the performance of the services as ended on giving at least 7 days’ further written notice to the Client.
13.7. Any period of suspension arising from a valid notice given under clause 13.1 or clause 13.2 shall be disregarded in computing, for the purposes of any specified time limit, the time taken by the Architect/Consultant to complete any work directly or indirectly affected by the exercise of the right of the Architect/ Consultant to suspend performance.
13.8. Performance of the Services and/or other obligations may be terminated immediately by notice from either party if:
13.8.1. The other Party becomes bankrupt 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.
13.8.2. The other Party becomes unable to perform its obligations through death or incapacity.
13.9. On termination of performance of the Services and/or other obligations under the Contract, the Client shall not be entitled to receive a copy of any drawings and documents produced pursuant to the Services and not previously provided by the Architect/Consultant to the Client.

14. Resolving Problems and Complaints.
14.1. If you’re experiencing a problem with our services, please contact us via: https://www.architecturenorth.co.uk/terms-of-business/digital-contracts/complaints
14.2. Where the complaint is initially made orally to us, you will be asked to complete the form as mentioned in clause 14.1.
14.3. Once our Director has reviewed your written summary of the complaint, we will contact you in writing within fourteen business days to inform you of our understanding of the circumstances leading to your complaint. You will be invited to make any comments that you may have in relation to this.
14.4. Within a further twenty-one business days period, we will advise you of the outcome of our investigation and inform you what actions have been or will be taken.
14.5. If you remain dissatisfied with any aspect of our handling of your complaint please follow points 15. Dispute Resolution.
14.6. You must give us the opportunity to resolve your problems and you must continue to pay your bills whilst we investigate.

15. Dispute Resolution.
15.1. Any dispute in relation to an invoice must be received by us no later than the due date of the invoice. After that period, the invoice must be paid in full.
15.2. Where the sum due under any invoice is not paid in full by the final date for payment and no valid reasons for withholding payment have been received by us within a 2-day period, we will suspend work until full payment is made and any timescales for our work will be extended to reflect the suspension and a reasonable remobilisation period.
15.3. Where we are acting on behalf of a company, invoices may be addressed to the company. However, in your capacity, you agree to guarantee personally the payment by the company of all our costs and disbursements.

Mediation.
15.4. In the event of any dispute or difference arising under the Contract, the Parties may attempt to settle the dispute, in the first instance, by mediation

Adjudication.
15.5. If Mediation has not resolved the dispute, either Party may give notice at any time of its intention to refer a dispute or difference to an Adjudicator.
15.5.2. The appointment of the Adjudicator shall be made in accordance with the RIBA procedures.
15.5.3. The referral of the dispute to an Adjudicator shall be made within 7 days of the issue of the notice.
15.5.4. 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 nominating the RIBA body.
15.5.5. The Adjudicator may allocate between the Parties the costs relating to the adjudication, including the fees and expenses of the Adjudicator.
15.6. If the initial/preferred dispute resolution process is not successful, the dispute shall be referred to the final resolution process:

Arbitration.
15.7. If 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 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 appointing RIBA body specified on the application of either Party.
15.7.1. The Client or the Architect/Consultant may refer to litigation any claim for a financial remedy that does not exceed the financial limit provided by an order made under section 91 of the Arbitration Act 1996.
15.7.2. In such arbitration the Construction Industry Model Arbitration Rules (CIMAR) current at the date of the referral shall apply.
15.7.3. The Arbitrator shall not have the power referred to in section 38(3) of the Arbitration Act 1996. Litigation
15.8. Either Party may start court proceedings to settle a dispute.

16. Information Formats.
16.1. Provided that all fees and/or other amounts properly due are paid, the Client shall have a license to copy and use the electronic drawings and documents as detailed within Project Initiation of the Contract Details only for purposes related to the construction of the Project or its subsequent use or sale, and they may not be used for reproduction of the design for any part of any extension of the Project or any other project. Such license is subject always to clause 10.3.
16.2. Copying or use of the electronic drawings and documents by any Other Client Appointments providing services to the Project shall be deemed to be permitted under a sub-license granted by the Client, whether such drawings and documents were issued by the Client or on the Client’s behalf.
16.3. The Architect/Consultant shall not be liable for any use of the electronic drawings, data, and documents other than for the purpose for which they were prepared.
16.4. Without prejudice to the Architect/Consultant’s obligations under the Contract, the Architect/Consultant does not warrant, expressly or impliedly, the integrity of any electronic data delivered in accordance with the provisions of Project Initiation the Contract Details.
16.5. For a fee, you can request a copy of your architectural CAD/BIM Or other proprietary software, drawings, and documents which will be compressed, archived, and issued over to the email address, once payment has been cleared.
16.6. The Architect/Consultant shall have no liability to the Client in connection with any corruption or any unintended amendment, modification, or alteration of the electronic drawings and documents which occur after they have been issued by the Architect/Consultant.

17. Client’s Right to Cancel.
17.1. Only under a Domestic Professional Service Contract does the Client has the right to cancel the Contract, for any reason, by sending a notice of cancellation to the Architect/Consultant at any time within 14 days of signing the Agreement.
17.2. The notice of cancellation is deemed to be served as soon as it is posted to the Architect/ Consultant or, in the case of electronic communication, the next business day that it is sent to the Architect/Consultant.
17.3. If the Architect/Consultant was instructed to perform any services before the Contract was made or before the end of the 14-day period and the instruction(s) were confirmed in writing, the Architect/Consultant shall be entitled to any fees and expenses properly due before the Architect/Consultant received the notice of cancellation.
17.4. If you want to end a series or your agreement with us, please contact us. If any service is in its minimum period, you may have to pay a fee as set out in paragraph 2.2. If you want to cancel your agreement with us, please follow the procedure mentioned in paragraph 13.1
17.5. If you want to end the service of your agreement with us outside the minimum period you will have to contact us in writing to give us 30 days’ notice.
17.6. We may immediately end your agreement by giving you written notice if:
17.6.1. We’re entitled to suspend, or all, of the. Services under clauses 13.2.1, 13.2.2, 13.2.3, 13.2.4, 13.2.5, 13.2.6, 13.2.7, 13.2.8, 13.2.9 or 13.2.10.
17.6.2. We believe your services are being used fraudulently.
17.6.3. You become bankrupt, enter into an individual voluntary arrangement, or anything similar
17.7. Termination of services by either party shall result in the scope of services rendered by Architecture North Ltd becoming non-refundable. Therefore, the Client shall not be entitled to a refund for any of the services provided under the scope of work.
17.8. RIBA work stages are dependable on other services. If we or you end one service we may need to end another service, If this is the case, we’ll tell you.
17.9. If the instructions are terminated by either of us you must pay us all remaining fees of the basic fee as specified within our approved quotation within the Contract Details, disbursements incurred before termination, together with any further fees and disbursements for any work that is necessary to transfer our files to another advisor of your choice.

18. Other Important Terms.
18.1. Each paragraph in this agreement operates separately. If any court or relevant authority decides that any paragraph is unlawful, the remaining paragraphs will remain in full force and effect.
18.2. This agreement is between you and us. No other person shall have any rights to enforce any of its terms except for Architecture North Ltd.
18.3. No client addendum or amendments requested by the client will form part of this contract.
18.4. Any modifications or changes to the terms of this contract must be agreed upon by both parties in writing and signed by authorised representatives.
18.5. This agreement is governed by the laws of England and Wales. We both agree to submit to the non-exclusive jurisdiction of the English courts.

If you would like to continue with canceling your Domestic RIBA Professional Services Contract, please follow this link to confirm that you would like to cancel your contract