1. Definitions
1.1 Interpretation
In this Agreement, the following terms shall have the following meanings:
“Additional Services”
Any services requested by the Client that are not included in the agreed fee proposal.
“Agreement”
The covering letter or letter of appointment, the proposal, these Terms and Conditions, and any associated schedules.
“Brief”
The Client’s requirements for the Project, including those issued at inception, following clarification of the design brief, and during subsequent development.
“Client”
The person, company, authority, or other body appointing the Architect to carry out the Services.
“Construction Cost”
The Client’s budget for construction, or the latest professionally prepared estimate approved by the Client, or the final construction cost agreed upon completion.
This excludes VAT, professional fees, dispute costs, legal expenses, loss and/or expense payments, and liquidated damages.
“Other Persons”
Any third party engaged in connection with the Project, including consultants, contractors, subcontractors, specialists, statutory bodies, or approving authorities.
“Services”
The services described in the proposal, schedules, or any agreed written scope of work.
“Practice” / “Architect”
EMA Architects Limited.
“Project”
The project described in the written proposal.
“Terms”
These Standard Terms and Conditions.
“Timetable”
The Client’s programme for delivery of the Services or, where none is provided, a reasonable period.
1.2 Continuity
These Terms shall remain binding on both parties for as long as necessary to give effect to their respective rights and obligations.
2. Architect’s Services
2.1 Standard of Care
The Architect shall exercise reasonable skill, care, and diligence in accordance with the standards of the architectural profession.
2.2 Communication
The Architect shall keep the Client informed of progress and any issues that may affect the Brief, Construction Cost, Timetable, or quality of the Project.
2.3 Information and Appointments
The Architect shall notify the Client promptly upon becoming aware of:
The need to appoint Other Persons; and/or
Any information, decision, or action required from the Client or Other Persons.
2.4 Authority
The Architect shall act on behalf of the Client only within the scope of agreed Services and shall have no authority, without prior written approval from the Client, to:
Enter into contracts on the Client’s behalf
Terminate appointments of Other Persons
Make material changes to the approved design or Services
2.5 Publication
The Architect shall have the right to publish photographs of the Project for promotional purposes, including on its website and social media.
The Client shall provide reasonable access for this purpose for a period of two years following practical completion.
2.6 Confidentiality
The Architect shall not disclose confidential information except where:
Required for performance of the Services
Required for professional advice or insurance purposes
The information is already in the public domain
Disclosure is required by law or dispute resolution
2.7 Early Stage Design (Desktop Studies)
Where early-stage design (e.g. Stages 0–1) is based on third-party information (such as estate agent drawings or surveys), the Architect shall not be liable for inaccuracies.
Structural and services design will not be confirmed until verified on site by appropriate specialists.
3. Client’s Responsibilities
3.1 Project Information
The Client shall:
Provide a clear Brief
Identify priorities relating to cost, time, and quality
Supply all relevant information in a timely manner
The Architect is entitled to rely on information provided by the Client.
3.2 Instructions to Others
The Architect is not responsible for instructions issued directly by the Client to Other Persons.
3.3 Statutory Approvals
The Client shall:
Instruct applications for planning and statutory approvals
Pay all associated fees and charges
Delays in payment may result in delays in submission
3.4 Appointment of Others
The Client shall appoint all Other Persons required for the Project and ensure coordination with the Architect.
The Architect does not warrant the competence, performance, or solvency of such parties.
3.5 Construction Responsibility
The Architect is not responsible for construction methods, site operations, or contractor performance.
3.6 Limitations
The Client acknowledges that the Architect does not guarantee:
Planning approval or statutory consents
Adherence to budget or programme where affected by external factors
This includes:
Design changes
Market conditions
Delays by third parties
Unknown site conditions
3.7 Client Confidentiality
The Client shall not disclose confidential information except where legally required or for professional advice.
4. Fees and Payment
4.1 Fees
Fees shall be as set out in the Letter of Appointment and are subject to VAT.
4.2 Changes to Scope
Fees may be adjusted where:
The Brief, cost, or programme changes materially
The scope of Services is varied
4.3 Additional Fees
The Architect shall be entitled to additional fees where work is:
Varied or repeated
Delayed or disrupted
Expanded beyond the agreed scope
4.4 Tender Stage
If a tender is prepared but not proceeded with, fees up to that stage remain payable.
4.5 Payment Terms
Invoices shall be issued as agreed and are payable within 14 days.
4.6 Late Payment
Late payments shall incur interest at 8% above Bank of Ireland base rate, plus reasonable recovery costs.
4.7 Suspension for Non-Payment
The Architect may suspend Services where payment is overdue.
4.8 No Set-Off
The Client shall not withhold payment unless formally agreed or determined by a tribunal.
4.9 Termination Payments
Upon suspension or termination, the Architect shall be entitled to:
Fees due to date
Reasonable costs and losses incurred
4.10 Dispute Costs
Costs incurred in resolving disputes may be recoverable by the successful party.
5. Copyright and Use
5.1 Ownership
The Architect retains copyright and intellectual property rights in all designs and documents.
5.2 Licence
The Client is granted a licence to use documents solely for:
Construction of the Project
Sale or promotion of the Project
This licence is conditional upon full payment of fees.
5.3 Restrictions
Documents may not be reused or altered for other projects without written consent.
6. Assignment
Neither party may assign or transfer this Agreement without prior written consent.
7. Liability and Insurance
7.1 Time Limits
Claims must be brought within the legally permitted period.
7.2 Liability Cap
The Architect’s liability shall not exceed the level of professional indemnity insurance maintained.
7.3 Proportionate Liability
Liability shall be limited to the Architect’s share of responsibility.
7.4 Insurance
The Architect shall maintain professional indemnity insurance at commercially reasonable levels.
7.5 Third-Party Information
The Architect accepts no liability for inaccuracies in third-party information.
8. Suspension and Termination
8.1 Suspension
Either party may suspend Services with 7 days’ notice.
8.2 Termination
Either party may terminate the Agreement with reasonable notice or immediately in cases of:
Insolvency
Material breach
8.3 Upon Termination
The Architect shall provide completed work, subject to payment of outstanding fees.
9. Dispute Resolution
The parties shall first attempt to resolve disputes through:
Negotiation
Mediation
If unresolved, disputes may proceed to adjudication or legal action.
10. Right to Cancel (Consumer Clients)
The Client may cancel this Agreement within 7 days of appointment.
Where Services have already commenced, reasonable fees shall be payable.
