Practice

1.0       Scope of Service

1.1       RTK Stamford Ltd (RTK) will  provide the professional services as set out in the Fee Proposal and Scope of Work, and as agreed at the time of instruction, or as later varied in writing (subject to RTK’s reasonable right of objection).

1.2        RTK will exercise reasonable skill, care and diligence in accordance with the normal standards of the Architect’s and/or Surveyors professions in performing the Services and discharging all of the obligations under this condition.

1.3        RTK will act as the Client’s Representative and act fairly when dealing between Client and any other party.

1.4        RTK will advise on compliance with statutory requirements.

1.5        RTK will make no material alteration to the Services or the approved design without the consent of the client, except in an emergency.

1.6        RTK will not sub-contract performance of any part of its services without the consent of the client, which consent is not unreasonably withheld.

1.7     Principal Designer:

Either

a           RTK will act as the Principal Designer for all stages of the project that we are appointed for.

b           Where you have confirmed, RTK will NOT act as the Principal Designer for the project, you will appoint another party to this role. Please note that should no other Principal Designer be appointed, then in accordance with the CDM regulations state we will automatically fulfil this role, irrespective that you have advised otherwise.

1.8.    Entire Agreement

1.8.1 This Appointment supersedes any previous agreements or arrangements between the parties in respect of the Project a set out in the fee proposal.

1.8.2  Unless agreed at the point of appointment, any new agreement shall have no bearing upon any extant agreements concerning other projects and/or sites.

1.8.3  These Terms and Conditions may only be amended or varied with the written consent of the parties, provided that this is without prejudice to the right of the Client to issue instructions varying the scope of the Services in accordance with Clause 6.1

2.0       Fees and Payment Terms

2.1       The fees for the agreed professional services, as well as the schedule of payments and the basis upon which fees are calculated, are as set out within the fee proposal. RTK will keep a record of any time-charged fee hours, expenses and disbursements.

2.2       The Client will pay RTK’s accounts, including any additional fees, expenses or disbursements or VAT, within 14 days from the date of issue (unless otherwise agreed). Any sums remaining unpaid after the agreed time period may be subject to interest in accordance with Clause 2.8, except where the client has not informed RTK in writing (on or before the date that the payment is due) of their intention to withhold payment or any part of the amount due, stating the amount to be withheld and the legitimate reason(s) for doing so, which must be proportionate to any fault.

2.3       In accordance with Clause 6.1, we reserve the right to review the fees for services to be provided, where our scope of service is subsequently changed by you or due to external factors that are beyond the control of RTK. Any adjustment will be agreed in advance wherever possible.

2.4       Unless stated otherwise, our fees do not include any fees that will become due to external consultants, Local Authorities, Statutory Undertakers, Contractors, JCT contract purchase, contractor credit searches etc.

2.5       Unless stated otherwise, our fees do not include reasonable expenses and travel costs from either our Stamford or Oundle office.

2.6       Where significant changes are required to a scheme during the planning process as a result of comments received from the Local Planning Authority (LPA), or where the application is withdrawn/refused and re-submitted, then additional fees may be considered, depending on the individual circumstances. Wherever possible, any such fees will be agreed prior to execution.

2.7       Generally, additional fees, calculated on a time charge basis unless otherwise agreed, are payable if RTK is involved in extra work or incurs extra expense for reasons beyond RTK’s control.

2.8       Where this agreement is suspended/terminated under clause 6.2, 6.5, 6.6, 6.7, 6.12 or 6.14, then the client shall be liable to pay RTK for:

• All work completed up to the date of suspension/termination, calculated on a pro-rata basis in accordance with the agreed fee structure.
• Any reasonable expenses incurred by RTK in connection with the services up to the suspension termination date.
• In the case of termination, any additional reasonable additional fees and/or expenses incurred as a direct consequence of the termination, such as in the process of handover of the project to another consultant.

2.9       Lump sums, rates for time charges, mileage and printing are revised every 12 months in accordance with changes in the Consumer Price Index. Each 12 month period commences on the anniversary of the date of the Appointment.

• Timescale & Performance

3.1       RTK will proceed without undue delay and, so far as reasonably practicable, in accordance with any timescales or cost limits agreed with the client.

3.2       RTK cannot be held accountable for delays to the project, or additional costs, arising from external factors, including (but not limited to):  Local Authority delays, Contractor Delays, Exceptionally inclement weather, delayed receipt of information from external consultants, or delays in accordance with Clauses 4.2 or 4.9 and information from the client not being received in a timely manner.

3.3       RTK will advise on progress in the performance of the services and of any issue that may affect the delivery, the cost or the quality of the project.

3.4       All members of RTK personnel will act with curtesy and professionalism at all times.

3.5       RTK do not warrant that planning permission and other regulatory (or other) approvals from third parties will be granted at all, or if granted, in accordance with any anticipated timescale.

3.6       Notwithstanding the specific provision of Quantity Surveying services (where agreed in the scope of service), any budget construction costs that are proffered by RTK are provided in good faith, and are not intended to be an accurate prediction of the actual build cost. RTK cannot be held liable for any costs incurred if the actual build costs are significantly different to any construction budgets discussed during the pre-tender phase.

3.7       The client shall hold the Contractor(s), and not RTK, responsible for the proper carrying out and completion of construction works and for health and safety provisions on site.

• Client’s Responsibilities

Provision of Information

4.1   The client will advise RTK of their requirements and of any subsequent changes required.

4.2   The Client shall provide RTK with all 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 RTK are entitled to rely on such information.

Access to the Site

4.3       The Client shall ensure that RTK, their employees, and any third-party consultants have reasonable access to the project site as required for the performance of the services.

Engagement with Third Parties

4.4       The Client shall appoint, under separate agreements and at their own cost, any third-party consultants or contractors necessary for the execution of the project unless otherwise agreed with RTK.

4.5       RTK will cooperate with any other persons appointed, coordinate and integrate their work and pass relevant information to them.

Compliance with Legal Requirements

4.6       The Client shall be responsible for ensuring that they comply with their own legal and regulatory obligations, including but not limited to:

• Obtaining necessary consents, approvals, and permissions for the project, unless explicitly stated as RTK’s responsibility;
• Complying with health and safety requirements in accordance with the CDM Regulations;
• Ensuring their instructions and decisions align with applicable legal and regulatory requirements (such as Building Regulations, etc.).

Financial Responsibilities

4.7       The Client shall ensure that sufficient funds are available to meet the project’s requirements and shall provide evidence of this if reasonably requested by RTK.

4.8       The Client shall make payments to RTK in accordance with the terms Clause 2.2, as well as to any 3^rd party appointments as required under separate agreements.

Timely Decision-Making

4.9       The Client shall give decisions and approvals, and provide instructions in a timely manner as necessary for the performance of the Services.

4.10    RTK shall not be liable for any delays or additional costs arising from the Client’s failure to do so.

Ownership and Use of Materials Provided by the Client

4.11    The Client warrants that they own or have the necessary rights to use any materials, drawings, or data provided to RTK.

4.12    The Client indemnifies RTK against any claims or losses arising from the use of such materials without proper authorisation.

Consequences of Non-Compliance

4.13    If the Client fails to fulfil their responsibilities under this agreement, RTK reserves the right to:

• Suspend or terminate their services in accordance with the termination clause 6.5.
• Claim additional fees or expenses incurred as a result of the Client’s non-compliance in accordance with clause 2.8.

Unreasonable Client Behaviour

4.14    The Client and RTK agree to maintain a professional and respectful working relationship, and shall act reasonably and in good faith towards each other. RTK reserves the right to terminate this agreement or suspend services if the Client’s behaviour is deemed unreasonable and detrimental to the successful delivery of the project.

4.15    Examples of unreasonable behaviour include, but are not limited to:

• Failure to Provide Information: Consistently failing to supply necessary or requested information that prevents RTK from progressing with the agreed services.
• Non-Payment of Fees: Repeatedly failing to pay fees or agreed expenses within the payment terms set out in this agreement.
• Unreasonable Demands: Making excessive, impractical, or unauthorized demands that go beyond the agreed scope of services without prior negotiation or variation to this agreement.
• Abusive Conduct: Engaging in offensive, discriminatory, or threatening language or behaviour towards any employee of RTK.
• Undermining RTK’s Professional Role: Repeatedly disregarding RTK’s advice and/or instructions; or RTKs obligations under legal and regulatory frameworks.
• Obstruction or interference with RTK’s duties or actions under the building contract.
• Instructing RTK regarding, or requiring RTK to be complicit with, illegal works, including (but not limited to) knowingly undertaking building works without the requisite Planning and/or Listed Building consents, knowingly undertaking building works that do not comply with the legal standards (e.g. Building Regulations), ignoring Health & Safety legislation, ignoring legal requirements with regard to protected species etc.

4.16    Procedure for Addressing Unreasonable Behaviour:

• In the event of perceived unreasonable behaviour, RTK will notify the Client in writing, specifying the issue and providing a reasonable timeframe for resolution.
• If the behaviour continues and no resolution is achieved, RTK may:
• Suspend services until the issue is resolved.
• Terminate the agreement, subject to the termination provisions outlined in Clause 6.5.

4.17    Client Rights:

The Client has the right to respond to any concerns raised by RTK and to provide their perspective or resolve the issue collaboratively.

• Complaints Handling Procedure & Dispute Resolution

5.1       RTK is committed to providing a high standard of professional service. If the Client has any concerns or complaints regarding the services provided, then the procedure for handling any complaint against RTK as a company, or any specific individual, is as set out within our Complaints & Dispute Policy.  A copy of the policy is available upon request

5.2   RTK Stamford Ltd is an RIBA Chartered Practice. If the Client remains dissatisfied with RTK’s response, and the internal complaints procedure has been exhausted, then they may escalate the complaint to the RIBA Professional Conduct Team.

Details are again included with RTK’s Complaints & Dispute Policy

• Variations, Termination & Suspension

Variations

6.1       Notwithstanding Clause 1.8, The agreed scope and services may be amended with written consent from both parties. In this event, the mechanism for the adjustment of fees for services to be provided (as applicable) is detailed within Section 2.

Termination by the Client

6.2       The Client may terminate this agreement at any time by providing RTK with a minimum of 7 days’ written notice.

6.3       If the client considers that RTK is in material breach of its obligations under this Appointment and RTK fails to remedy such breach within seven days after written notice is received, then the client may immediately thereafter terminate the Appointment.

6.4       Upon termination, the Client will be liable to pay RTK for fees and expenses incurred to date, in accordance with Clause 2.8

Termination by RTK

6.5       RTK may terminate this agreement by providing the Client with a minimum of 7 days’ written notice if:

6.5.1   The Client fails to make payments in accordance with this agreement, after receiving written notice of non-payment and a reasonable opportunity to remedy the breach.

6.5.2   The Client acts unreasonably, in accordance with clauses 4.14, 4.15 and 4.16, obstructing RTK’s ability to deliver services (e.g., withholding necessary information, providing conflicting instructions, or engaging in abusive behaviour).

6.5.3   Circumstances arise that make it unlawful or impossible for RTK to continue providing the services (e.g., changes in law or planning regulations).

Termination for Force Majeure

6.6       Either party may terminate this agreement with immediate effect if a force majeure event (e.g., natural disaster, war, or significant government restriction) prevents the continuation of services for a period exceeding [30 days].

Termination for Insolvency

6.7       If either party becomes insolvent, then the other party may immediately terminate the Appointment by giving written notice to the insolvent party

Upon termination (under all circumstances)

6.8       RTK will:

• Provide the Client with a detailed statement of work completed and fees owed up to the termination date.
• Cooperate in a reasonable manner to facilitate the transfer of project information to the Client or a replacement service provider.
• RTK will cease all services immediately unless otherwise agreed in writing.
• The Client will be provided with any materials or documentation produced as part of the services up to the termination date, provided all outstanding fees and expenses are paid.

6.9       Termination of the Appointment does not affect the accrued rights and remedies of either party.

Dispute Resolution at Termination

6.10    If either party disputes the validity of a termination, they agree to attempt resolution through mediation before initiating formal legal action, in accordance with RTK’s Complaints & Dispute Policy. A copy of the policy is available upon request.

6.11    Any term in this agreement found to be unfair or unenforceable under applicable law will not affect the validity of the remaining terms.

Suspension

6.12    Both the Client and RTK may suspend the Agreement by giving at least 7 days’ written notice.

6.13    RTK, upon receiving written notice, reserve the right to reclaim payment for works undertaken in accordance with Clause 2.8 up until receipt of the notice and will resume performance of the Services as soon as reasonably practicable after written notice to proceed is received from the Client.

6.14    If suspension continues for more than three months, RTK may (on the first day of the forth month onwards) terminate the appointment following a minimum period of 7 days written notice. Upon termination, the Client will be liable to pay RTK for fees and expenses incurred to date, in accordance with Clause 2.8

• Professional Indemnity Insurance

Professional Indemnity Insurance

7.1       RTK shall maintain professional indemnity insurance (PII) with a reputable insurer for the duration of this agreement and for a minimum period of 6 years following the completion or termination of the services.

7.2       The insurance cover shall be maintained at a level of not less than £1.5m (any one claim), unless otherwise agreed in writing with the Client.

Proof of Insurance

7.3       Upon reasonable request, RTK shall provide the Client with evidence of the professional indemnity insurance, including the name of the insurer, policy number, and level of cover.

7.4       RTK shall notify the Client promptly if:

• The insurance policy is cancelled or lapses.
• The insurance cover is reduced below the agreed level.

Limitations of Financial Liability

7.5       RTK’s liability to the Client, whether in contract, tort (including negligence), or otherwise, shall not exceed the lower of 4 times the agreed fee (excluding VAT), or £250,000 (excluding VAT) whichever is the lowest, and in any event ultimately limited to the amount of the professional indemnity insurance cover in place at the time of the claim.

7.6       RTK shall not be liable for any loss or damage caused by circumstances beyond their reasonable control, including but not limited to force majeure events, third-party acts or omissions, or the Client’s failure to comply with their obligations under this agreement.

7.7     RTK’s financial liability excludes:

• Loss of profit, income, business, or anticipated savings.
• Indirect or consequential losses.

Duration and Expiry of Obligations

7.8       RTK’s obligations to maintain professional indemnity insurance shall cease after the minimum period stated in clause 7.1 unless otherwise agreed in writing.

7.9       RTK shall not be liable for claims arising after the expiry of the minimum period unless otherwise required by law or agreed in writing.

 

Compliance with RIBA and ARB Standards

7.10    This clause complies with the requirements of the RIBA Code of Professional Conduct and the ARB Code of Conduct, ensuring that adequate insurance is maintained to protect the interests of the Client and third parties.

• Intellectual Property

8.1       RTK owns the copyright in the drawings and documents produced in performing the services and generally asserts RTKs moral rights to be identified as the author of such work. The Client has a licence to copy and use them only for purposes related to the Project providing that all fees and/or other amounts due are paid in accordance with Clause 2.2. RTK is not liable for any use of the drawings and documents other than for the purpose that they were prepared.

9.0   Communication

Written Record of Instructions and Decisions

9.1       To comply with professional standards and ensure a clear and documented record, all significant instructions, decisions, approvals, or variations to the agreed services, received verbally (face-to-face, telephone, video call) or using Instant messaging Apps (IMA), must be confirmed by either RTK or the Client in writing (email, letter, meeting minutes etc.) .

Acceptable Use of Instant Messaging Applications (IMAs)

9.3       IMAs, such as Text Message, WhatsApp, Messenger, Microsoft Teams etc. may be used for informal or time-sensitive communications by agreement between the Client and RTK, provided their use is restricted to essential communications during RTK office hours, unless used for a genuine emergency or by prior agreement (E.G. where the client is in a different time zone),

9.4       RTK Employees will not be obliged to reply to IMs outside of office hours.

9.5       Repeated abuse of IMAs (e.g. messaging outside of office hours) may result in this being withdrawn as a method of communication.

Notices

9.6       Any notice under this Appointment is deemed to be served if it is in writing and delivered to the address given herein or an agreed email address, all as set out below: –

1. a) Any notice sent by hand is deemed received upon actual receipt by the party to whom it is addressed.
2. b) Any notice sent by post is deemed received 48 hours after it was posted.
3. c) Any notice sent by Electronic Mail is deemed received at 9am the following working day.

10.0       Legal & Regulatory Compliance

Compliance with Laws and Regulations

10.1    RTK shall comply with and perform the services in accordance with all applicable UK laws, regulations, and statutory requirements, including but not limited to:

• The Building Regulations;
• Planning legislation;
• Health and safety regulations, including duties under the Construction (Design and Management) Regulations (CDM);
• Equality legislation and other relevant statutory obligations.

10.2    RTK shall act in accordance with the requirements of the (ARB) Code of Conduct and the Royal Institute of British Architects (RIBA) Code of Professional Conduct, ensuring professional and ethical standards are upheld.

Client Responsibilities

10.3    See Section 4.6 to 4.18

Advice and Guidance

10.4    RTK shall provide professional advice and guidance to the Client on matters relating to compliance with legal and regulatory requirements as relevant to the scope of services.

10.5    Any advice or information provided by RTK is based on current legislation and standards at the time of provision. RTK is not liable for changes in laws or regulations that occur after the provision of such advice unless specifically agreed otherwise.

 

Limitations of Responsibility

10.6    RTK is not responsible for ensuring compliance with legal or regulatory requirements beyond the agreed scope of services outlined in this agreement.

10.7    RTK shall not be liable for non-compliance caused by:

• Changes to the project or design made without RTK’s knowledge or approval;
• Incomplete or inaccurate information provided by the Client or third parties;
• Acts or omissions by contractors or other third parties engaged by the Client.
• Acts or omissions by the client, such as instructions to proceed with works that do not have the requisite consents or not comply with the required legal standards, where RTK are either unaware of the instructions/works, or where RTK have advised that such works are non-compliant or illegal.

10.8    RTK is liable for any consequences of failing to keep to this agreement for six years after practical completion of the construction of the project, or the date of the last Services performed under this agreement, whichever is the earlier.

10.9    Any subcontracting or delegation of the Services or any of them by RTK does not exclude or limit RTK’s obligations and liabilities under this Appointment, and RTK remains wholly responsible for the acts, omissions and defaults of its subconsultants and delegates as if they are its own acts, omissions and defaults. This does not apply to any consultants appointed directly by the Client under Clause 4.4

10.10 The Client does not hold principals, employees, sub-consultants or agents of RTK liable in respect of any negligence, default or other liability arising from the performance of services.

Disputes Relating to Compliance

10.11 In the event of a dispute concerning compliance with laws or regulations, both parties agree to engage in dialogue to resolve the matter in good faith before considering legal proceedings.

Rights of Third Parties  & Assignment

10.12 The rights set out within this agreement may be enforced for the client, by the individual(s) named as the client or, in the case of an organisation, a Director of that organisation, pursuant to the Contracts (Rights to Third Parties) Act 1999

10.13 The rights set out within this agreement may be enforced for RTK, by a Director of RTK, pursuant to the Contracts (Rights to Third Parties) Act 1999

10.14 Notwithstanding any lawful assignees under Clause 11.15, Nothing in the Agreement confers or purports to confer on any third party (not included under clause 11.10 or 11.11 above) any benefit or any right to enforce any term of the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.15   Neither RTK nor the client at any time assigns the Agreement or any rights arising under it without the prior written consent  of the other, such consent is not to be unreasonably withheld or delayed.

10.16  Prior to assignment by the client of the licence to copy and use information, the client pays all fees and/or other amounts due under Clause 2.2 and RTK, following a request from the Client, promptly confirms the degree of completion of the relevant material.

 

Data Protection

10.17 Both parties will comply with all applicable requirements of the Data Protection Legislation.

10.18 The parties acknowledge that for the purposes of the Data Protection Legislation, RTK is the controller, and the Client is the processor

10.19 All personal data (as defined in the Data Protection Legislation) will be processed in accordance with RTK’s privacy policy

Consumer Rights and Protections

10.20 For domestic Clients, this agreement is subject to the provisions of the Consumer Rights Act 2015 and shall not exclude or limit any statutory rights that the Client may have. All clauses within this agreement are compliant with the Act.

Anti-Bribery

10.21 RTK will comply with all Relevant Anti-Bribery Requirements, notably the Bribery Act 2010 and will maintain throughout the term of this Appointment its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and enforce them where appropriate and

Applicable Law

10.22 This Appointment is governed by and construed in accordance with the law of England and Wales.

• Client Accounts

Handling of Client Money

11.1    RTK shall not hold or manage client money, except where explicitly agreed in writing for specific purposes related to the project, such as:

• Payments for planning application fees.
• Payments to third-party consultants or contractors on behalf of the Client.

11.2    Any client money handled by RTK shall be held in a designated client account, separate from RTK’s own funds, and used exclusively for the purpose for which it was provided.

11.3    Specific details on the management of Client Accounts and Handling of Client monies are set out within our Client Account Policy, available upon request.

• Definitions

‘Days’ –in this Agreement shall for the avoidance of doubt mean calendar days unless stated otherwise.

‘Client’ – may be an individual, couple or a business entity and will either be a domestic client or a non-domestic client. Also refers to the duty holder under either the CDM 2015 regulations or the Building Regulations 2023 responsible for procuring the building works

‘Domestic client’ – an individual procuring building works on their own home, or that of a family member.

‘Non-domestic client’ – a client procuring construction works in connection with an organisation or business. Also referred to as a commercial client.

‘Principal Designer’ – refers to the duty holder under either the CDM 2015 regulations or the Building Regulations 2023 with overall responsibility for the planning and management of the design work

‘Principal contractor – refers to the duty holder under either the CDM 2015 regulations or the Building Regulations 2023 with overall responsibility for the planning and management of the construction

‘Contract Sum’ – the actual confirmed cost to complete the building works provided by the Principal Contractor, replacing any previous anticipated project value.

‘third-party consultants’ – A consultant/designer appointed and paid directly by the Client, although RTK may provide details of the consultant to the Client, and/or obtain quotations and instruct them on the client’s behalf. The Client is liable for all fees etc. for the consultant.

‘CDM Regulations’ – The Construction (Design & Management) Regulations 2015