RIBA Contracts terms and conditions
1. Definitions and interpretation
Business Day – a day (other than a Saturday, Sunday or UK public holiday), during the hours of 9am to 5.00pm.
Conditions – these terms and conditions as amended from time to time in accordance with clause 15.8.
Content – all human and machine-readable data retained, maintained and displayed in the Product.
Contract – the agreement, including these Conditions, between the RIBA and the Customer for the use of the Product, which governs access to and use of the Product.
Controller, Data Subject, International Organisation, Personal Data, Processor, Processed and Processing – have the same meaning as in the Data Protection Legislation.
Cross-Border Transfer Provision – that either (i) Article FINPROV.10A of the EU-UK Trade and Cooperation Agreement continues to apply in a way that the transmission of Personal Data from the European Union to the UK shall not be considered as transfer to a third country under European Union law; or (ii) adequacy decisions in relation to the UK are adopted by the European Commission under Article 45(3) of the EU GDPR.
Customer – the architecture practice or other organisation/entity entering into the Contract with the RIBA.
Data Protection Legislation – (i) the Data Protection Act 2018, (ii) the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the “Data Protection Regulations”), (iii) the General Data Protection Regulation (EU) 2016/679 (the “EU GDPR”), (iv) the UK GDPR as defined in the Data Protection Regulations (as applicable), and (v) any other applicable laws relating to the protection of personal data (as such term is defined in the UK GDPR) and the privacy of individuals (all as amended, updated or re-enacted from time to time).
Document – in relation to the Yoti Sign Platform, a document to be executed using the Yoti Sign Platform and 'Documents' shall be construed accordingly.
Force Majeure – an event beyond the reasonable control of the RIBA including strikes, lock-outs or other industrial disputes (whether involving the workforce of the RIBA or any other third party) failure of a utility service, a public or private telecommunications network or a transport network, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or epidemic or default of suppliers or subcontractors.
Intellectual Property Rights – patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade mark, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Product – a digital tool, RIBA Contracts Digital, delivered by the RIBA through the website www.architecture.com that provides Customers and Users with the ability to create and print out professional contracts between clients and contractors and clients and consultants, the Content of which is based on RIBA standard contract clauses, and comprising Building Contract or Professional Services Contract model forms.
Project Data – any information and/or data entered by the Customer and/or any User into the Product including any Personal Data.
RIBA Byelaws – the Byelaws of the Royal Institute of British Architects dated 11 March 2020 (as may be updated from time to time) and “RIBA Byelaw” shall be construed accordingly.
RIBA Chartered Member – a member registered with the RIBA (who under the RIBA Constitution, has been admitted as an Ordinary Member or a Fellow Member (as defined in the RIBA Byelaws and the RIBA Regulations) under Byelaw 2.1.1(a) and the RIBA Regulations), who may or may not work in a RIBA Chartered Practice.
RIBA Chartered Practices – architecture practices which have obtained RIBA Chartered Practice membership, who under the RIBA Constitution have been registered as a Chartered Practice under RIBA Byelaw 3.1.1 and the RIBA Regulations.
RIBA Constitution – the RIBA constitution dated March 2020 (as may be updated from time to time).
RIBA Regulations – the RIBA Regulations dated 11 March 2020 (as may be updated from time to time).
Sender – in relation to the Yoti Sign Platform, the Customer and/or any User who has uploaded a Document onto the Yoti Sign Platform to send the Document to one or more Signers for execution, and who may execute the Document themselves.
Signer – in relation to the Yoti Sign Platform, the individual or organisation (who may include the Customer and/or any User) who is a counterparty or a witness to a Document and is asked to execute or witness the Document by a Sender.
the RIBA – RIBA 1834 Ltd. Registered office: 66 Portland Place, London W1B 1AD. Registered in England 4604934. VAT number: GB 232 351 891.
Third Country – to the extent the EU GDPR applies, (i) any country other than a European Union Member State, a member of the European Economic Area, and so long as Cross-Border Transfer Provisions apply, the UK; or (ii) to the extent the UK GDPR applies, any country other than the UK, at the time of transfer of Personal Data.
User – authorised users of the Customer who have registered/set-up an account to access and use the Product.
Yoti – Yoti Limited, a company registered in England and Wales, whose company registration number is 08998951 and whose registered office is at Fountain House, 130 Fenchurch Street, London, EC3M 5DJ.
Yoti Sign Platform – the Yoti Sign ‘Web Portal’ or API accessible through the Product which allows Customers and/or Users to access Yoti Sign, a programme by means of which Customers and Users may execute Documents electronically, as provided and hosted by Yoti.
Any words in these Conditions following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Account and password
2.1 The Customer shall ensure that all Users comply with the Customer’s obligations for the use of the Product as set out in these Conditions. The Customer shall be liable to the RIBA for any breach of the Customer’s obligations under these Conditions caused by any User.
2.2 It is the Customer’s responsibility to ensure that all Users have all the necessary arrangements in place to enable them to access the Product.
2.3 The Customer shall ensure that if a User chooses, or is provided with a user identification code, password or any other piece of information as part of the RIBA's security procedures, the User must treat such information as confidential and must not disclose it to any third party. The RIBA is not responsible for any loss resulting from a failure to keep such information confidential.
2.4 The RIBA has the right to disable, restrict or terminate access of the Customer or any User to the Product (and/or the Yoti Sign Platform, if utilised by the Customer) including any user identification code or password, whether chosen by the Customer or User or allocated by the RIBA, at any time, if in the RIBA's reasonable opinion the Customer or any User (where applicable) has failed to comply with any of the provisions of these Conditions.
2.5 If a User knows or suspects that anyone other than themselves knows their user identification code or password, the Customer shall ensure that the User promptly notifies the RIBA by email to support@riba.org.
2.6 If a User should no longer have access to the Product (for example if the User changes their job or role), the Customer shall immediately inform the RIBA (at support@riba.org) of the name and user name or email address of the person who should no longer have access.
3. Payment and refunds
3.1 The Product is a paid-for service provided by the RIBA through a third-party software developer. If the Customer chooses to utilise the Yoti Sign Platform this service is included in the price of the paid-for service and no additional charge for use of the Yoti Sign Platform will be payable by the Customer.
3.2 The RIBA believes that all prices and details are correct at the time of publishing, but these may be subject to alteration without prior notice.
3.3 Payment shall be made in advance of using the Product by using the online payment method contained within the Product.
3.4 Entering Project Data and purchasing a single use of the Product allows the Customer and/or User to create, edit and publish a PDF contract for a single Building Contract or Professional Services Contract. Any contract purchased cannot be amended and/or reused by the Customer and/or User in relation to a second Building Contract and/or Professional Services Contract.
3.5 Subject to clause 3.6, the RIBA shall make no refunds of payments made for use of the Product. Once the Customer and/or User has confirmed the Project Data and has selected ‘Finalise Contract’ the contract is locked down and cannot be amended. It is the responsibility of the Customer and/or User to ensure that all the Project Data entered into the Product is accurate and correct before they select ‘Finalise Contract’. The RIBA accepts no responsibility for any errors or omission made by the Customer and/or User when entering the Project Data into the Product and shall not make any refunds for contracts once they have been finalised. The Customer will have to purchase a new contract and re-enter the Project Data if they wish to change the input Project Data.
3.6 The Customer has rights to remedies (including a refund) for breaches of statutory obligations by the RIBA in the supply of the Product.
3.7 The total amount payable, excluding VAT is displayed before proceeding to the billing address and payment.
3.8 The Customer purchases the Product for business purposes and the RIBA and the Customer therefore acknowledge and confirm that the Consumer Contracts Regulations 2013 (distance selling and cancellation rights) do not apply to these Conditions.
3.9 These Conditions represent the entire agreement between the RIBA and the Customer, and the Customer accepts that it cannot rely on any pre-contractual representations of the RIBA.
4. VAT charges
4.1 VAT charges shall be made based on the billing address of the User and charged at the following rates:
- UK – standard UK VAT rate (20%)
- EU countries – VAT shall apply at the country rate applicable to the billing address
- Non- EU countries – not VAT applicable
5. RIBA Member discount, special offers, promotions and discounts
5.1 RIBA Chartered Members working in RIBA Chartered Practices will receive a discount on any digital RIBA Contracts purchased. The RIBA Chartered Member will have to register to use the Product to allow the discount to be enabled. The discount will be available to anyone working for said RIBA Chartered Practice and who is a registered user of the Product.
5.2 RIBA Chartered Members who do not work for a RIBA Chartered Practice will be able to register to use the Product and will receive a discount on any digital RIBA Contracts purchased. However, the discount will only be applicable when the RIBA Chartered Member themselves purchase digital copies of the RIBA Contracts.
5.3 Discounts will not be applied retrospectively.
5.4 Where the Customer is responding to a promotional offer or discount, a discount or credit code may be provided or required to amend the price on a qualifying order.
5.5 Where a discount or promotional code is offered against a specific contract or group of contracts, the discount or offer can only be claimed against those particular contracts.
5.6 Unless specified, only one discount or promotional code will be allowed per order or transaction.
5.7 Promotional or discount codes can only be used on full-priced contracts and cannot be used in conjunction with other discounts or offers.
5.8 Customers eligible for ongoing discounts (such as, but not limited to, RIBA students) shall only be able to claim one form of discount on any transaction, i.e. any promotional or discount code cannot be used in addition to their standard ongoing discount.
5.9 The RIBA reserves the right to withdraw or change promotional and/or discount offers and/or codes at any time and refuse any application.
6. Completing draft contracts and archiving published contracts
6.1 The Customer and/or User will be able to publish draft contracts from within the Product for a minimum period of three (3) months from the date of creation.
6.2 The Customer and/or User will be able to archive final published contracts within the Product for a minimum of three (3) months from the date of its first publishing.
6.3 It is the responsibility of the Customer to ensure that Users store all finalised contracts within their own personal filing/storage systems and that signed printed copies of all contracts are retained for any future legal reasons or reference purposes. The RIBA shall not be responsible for storing or procuring copies of finalised contracts or Products sourced by the Customer or any User.
7. Written communications
7.1 The Customer accepts that communication with the RIBA will be mainly electronic. The RIBA will contact the Customer and Users by e-mail and/or provide Users with information by posting notices within the Product.
7.2 For contractual purposes, the Customer agrees to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that the RIBA provides to it electronically comply with any legal requirements that such communications be in writing.
8. Privacy of personal data and data security
8.1 The RIBA stores and processes the Customer’s and the User’s data and information in accordance with the Data Protection Legislation. The RIBA processes such data for the purpose of administering the Product. The RIBA will not share the Personal Data it collects for this purpose, with third parties without the Customer’s and/or User’s consent. The RIBA may contact the Customer and/or Users with similar goods and services to the Product, unless the Customer and/or User asks the RIBA not to do so.
8.2 The RIBA's Privacy Policy available at www.architecture.com/about/privacy-policy sets out the terms on which the RIBA will process any Personal Data it collects from the Customer and the Users, or that the Customer and the Users provide to the RIBA. Where the Customer or a User provides any Personal Data to the RIBA or its suppliers under the Contract, the Customer is responsible for ensuring that the disclosure of those Personal Data to the RIBA for the use by the RIBA in the Product complies with the requirements of the Data Protection Legislation. The Customer has the sole responsibility for the accuracy, quality, completeness and legality of the Personal Data provided to the RIBA and its suppliers, by the Customer and the Users under the Contract.
8.3 For the purposes of the Data Protection Legislation, the RIBA is a Processor acting on behalf of the Customer as the Controller and, for the purposes of the Contract:
8.3.1 the types of Personal Data are: names and contact details, and job titles of the Customer (where applicable), Users and/or employees of the Customer and (where applicable) the Customer’s clients, and the categories of Data Subjects are the Customer (where applicable), Users and/or employees of the Customer and (where applicable) the Customer’s clients; and
8.3.2 the nature/purpose of the Processing is to enable the RIBA to provide access to the Product (which forms the subject matter of the Processing) and the duration of the Processing shall be the duration of the Contract.
8.4 The RIBA shall comply with its obligations under the Data Protection Legislation and shall, in particular:
8.4.1 Process the Personal Data only to the extent necessary for the purpose of providing the Product and in accordance with the Customer's written instructions (including with respect to transfers of Personal Data to a Third Country or to an International Organisation);
8.4.2 implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular, from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of Processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
8.4.3 ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
8.4.4 on request by the Customer and taking into account the nature of the Processing and the information available to the RIBA, assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR in respect of the Personal Data;
8.4.5 not transfer any Personal Data to a Third Country or to an International Organisation unless the following conditions are fulfilled:
8.4.5.1 the RIBA has provided appropriate safeguards in relation to the transfer;
8.4.5.2 the Data Subject has enforceable rights and effective legal remedies; and
8.4.5.3 the RIBA complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
8.4.6 subject to clause 8.6, not engage any third party to carry out its Processing obligations under these Conditions without obtaining the prior written consent of the Customer and, where such consent is given, procuring by way of a written contract that such third party will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 8.4;
8.4.7 notify the Customer, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by the Customer) and assist the Customer by technical and organisational measures, insofar as possible, for the fulfilment of the Customer’s obligations in respect of such requests and complaints;
8.4.8 notify the Customer without undue delay on becoming aware of a Personal Data breach;
8.4.9 on request by the Customer, make available all information necessary to demonstrate the RIBA’s compliance with this clause 8.4 and on reasonable advance notice in writing otherwise permit during Business Days, and contribute to (at the Customer’s expense), audits carried out by the Customer (or its authorised representative) with respect to the Personal Data. No more than one audit may be carried out during each calendar year of the Contract; and
8.4.10 on termination or expiry of the Contract, destroy, delete or return (as the Customer directs) all Personal Data and delete all existing copies of such data unless required by law to keep or store such Personal Data.
8.5 The Customer acknowledges that clause 8.4.1 shall not apply to the extent that the RIBA is required by law to Process the Personal Data other than in accordance with the Customer’s instructions and the RIBA acknowledges that, in such a case, it must promptly inform the Customer of the relevant legal requirement prior to Processing (unless the law prohibits the provision of such information on important grounds of public interest).
8.6 The Customer acknowledges that the RIBA has appointed the following third party processors, as sub-Processors under these Conditions, who may process the Personal Data in order to provide software support and hosting services for the Product: Advance (Open Engage), Amazon Web Services, Jysk, Fresh Projects and Back4app. If the Customer utilises the Yoti Sign Platform, Yoti shall process Personal Data of the Customer and/or Users and in accordance with its privacy notice available at https://www.yoti.com/privacypolicy/. If the RIBA appoints additional sub-Processors under the Contract, the RIBA will notify the Customer in advance. The Customer may object to the appointment of such sub-Processor(s) on reasonable grounds within ten (10) days of receiving the notice from the RIBA and the parties will discuss the Customer’s concerns in good faith with a view to achieving resolution. If the parties cannot agree a resolution, the Contract may be terminated by the Customer on written notice to the RIBA.
8.7 Without prejudice to the clauses above, the RIBA will keep the Project Data secure at all times and shall implement appropriate measures designed to secure and prevent the corruption or loss of the Project Data that the RIBA has under its control. The RIBA shall ensure that any system on which it holds any Project Data, including back-up data, is a secure system.
9. Intellectual property rights
9.1 Subject to clause 9.2, all the Intellectual Property Rights in the Product and the Yoti Sign Platform shall remain at all times, solely and exclusively, the property of the RIBA and its authorised suppliers and licensors, including in respect of or in connection with but not limited to the Product’s design, text, graphics, its selection and arrangement. The Customer and any Users shall acquire no rights in any such material except as expressly provided in the Contract.
9.2 Any Intellectual Property Rights subsisting in Project Data used in relation to any projects created by the Customer or any User shall remain the property of the Customer. The Customer grants to the RIBA a non-exclusive, royalty-free, sub-licensable, perpetual licence to copy, adapt and modify the Project Data as the RIBA requires including for the purposes of providing the Product (including via the Yoti Sign Platform) to the Customer under the Contract.
9.3 The Customer shall not, and shall ensure that Users shall not:
9.3.1 use, copy, decompile, disassemble, adapt, merge, translate, reverse engineer or in any other way modify the Content within the Product (and/or the Yoti Sign Platform), other than in the way allowed/instructed by the Product (and/or the Yoti Sign Platform);
9.3.2 make available the Product (and/or the Yoti Sign Platform) in any form either in whole or part to any third party except as expressly provided herein or as expressly agreed with the RIBA in advance in writing, there being no presumption that the RIBA should in any way be required to agree; and
9.3.3 copy, sell, rent, lease, license, sub-license, trade under, grant any rights in, transfer, distribute, time-share or otherwise assign to any third party any of the materials or content in the Product (and/or the Yoti Sign Platform) or any portion of them. Any unauthorised or restricted act in relation to the materials or content of the Product (and/or the Yoti Sign Platform) or any portion of them may result in civil proceedings and/or criminal prosecution;
9.3.4 copy or otherwise incorporate any part of any and/or all the Product (and/or the Yoti Sign Platform) into any other website or service, hard copy or electronic publication or electronic retrieval system except as expressly provided by the RIBA; and
9.3.5 do and must procure that no person on their behalf does anything which could infringe the Intellectual Property Rights of the RIBA or its suppliers or any third party, including any of the Intellectual Property Rights arising from the Product (and/or the Yoti Sign Platform) or otherwise pursuant to the terms of the Contract.
9.4 The Intellectual Property Rights in the trade mark ‘RIBA’ and the accompanying ‘crest’ are the property of The Royal Institute of British Architects which the Customer shall not, and will ensure the Users shall not infringe.
10. Warranties and undertakings
10.1 By accepting these Conditions, the Customer warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform the Contract and that those signing the Contract are duly authorised to bind the party for whom they sign.
10.2 The Customer warrants that is has not relied on any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions or the documents referred to in them.
10.3 The Customer agrees that its use, and the User’s use of the Product (and the Yoti Sign Platform, if utilised by the Customer) will be in accordance with clauses 1 and 2 above and will not (knowingly or recklessly):
10.3.1 be defamatory, libellous, discriminatory (based on race, sex, religion, nationality, disability, sexual orientation or age), obscene or otherwise unlawful;
10.3.2 violate any applicable law, statute or subordinate legislation or infringe the Intellectual Property Rights of any person or the privacy rights of any third party;
10.3.3 contain any virus, malware, trojan horses or harmful code;
10.3.4 use the Product (and/or the Yoti Sign Platform) otherwise than solely for proper and lawful business purposes;
10.3.5 modify, copy, adapt, translate or create derivative works based on any part of the Product (and/or the Yoti Sign Platform), or attempt to discover any source code or underlying ideas or algorithms or reverse engineer, decompile or disassemble any part of the Product (and/or the Yoti Sign Platform) for any purpose;
10.3.6 gain, or attempt to gain, unauthorised access to or disrupt the integrity or performance of, the Product (and/or the Yoti Sign Platform);
10.3.7 use the Product (and/or the Yoti Sign Platform) to commit, or with the intention to commit, any unlawful, fraudulent, dishonest, threatening, invasive or improper behaviour;
10.3.8 provide a service which is the same as or similar to the Product (and/or the Yoti Sign Platform), or use any part of them to build a competitive product or service or copy its features, technology or user interface; and
10.3.9 act or omit to act in any way that results in damage to the RIBA’s and/or its suppliers’ business or reputation.
10.4 The Customer shall, and will ensure that Users shall, provide all cooperation and information reasonably required by the RIBA and its suppliers under the Contract, including all information reasonably required by the RIBA to make the Product and the Yoti Sign Platform (where applicable) available to Customers and Users. The Customer will ensure that such information provided by Users is up-to-date and accurate in all material respects.
10.5 The Customer agrees that it will be liable for any information or data inserted by the Customer and/or the Users into the Product (and/or the Yoti Sign Platform, if utilised by the Customer) and that it will be liable to the RIBA and indemnify the RIBA in full against all liabilities, costs, expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses suffered or incurred by the RIBA arising out of or in connection with any claim brought against the RIBA resulting from a breach of this clause 10.5 including the actual or alleged infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the use of the Product (and/or the Yoti Sign Platform, if utilised by the Customer) by the Customer and/or the User. This clause 10.5 shall survive termination of the Contract.
10.6 The RIBA warrants that the Product will perform substantially in accordance with these Conditions provided that they are properly used and with the operating system for which they are designed and the documentation correctly describes the operation of the software in all material respects.
10.7 The warranty set out in clause 10.6 is the RIBA’s sole warranty and is in place of all warranties, conditions or other terms expressed or implied by statute or otherwise all of which are hereby excluded to the fullest extent permitted by law.
10.8 The RIBA does not warrant that the Product will meet the Customer’s or any Users’ requirements or that the operation of the Product will always be available and uninterrupted or error free or that all errors in the Product can be corrected.
10.9 Whilst the RIBA has taken every effort to ensure the accuracy and quality of information and guidance within the Product, the RIBA makes no representations, warranties or guarantees, whether express or implied, that the Content of the Product is accurate, complete or up-to-date. The RIBA accepts no responsibility for the subsequent use of this information, for any errors or omissions that they may contain, or for any misunderstandings arising from them.
11. Limitation of liability
11.1 The RIBA shall be under no liability to the Customer or any Users in respect of the use of the Product in relation to any circumstances beyond the RIBA’s reasonable control including (but not limited to) Force Majeure events, inability to supply access to the Product, software materials or support, breakdown of equipment and labour disputes whether involving the RIBA, the Customer, the Users and/or any third party.
11.2 The RIBA takes no responsibility and shall have no liability for any information or data posted, stored or uploaded by the Customer or any User into the Product (or by any other third party), or for any loss or damage thereto. Nor is the RIBA liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity that Customers or Users of the Product may encounter. Although the RIBA has no obligation to screen, edit or monitor any information or data posted, stored or uploaded to the Product, it reserves the right, and has absolute discretion, to remove, screen or edit without notice any information or data posted or stored in the Product at any time and for any reason.
11.3 The RIBA does not guarantee that the Product will be secure or free from bugs or viruses. The Customer shall ensure that the Users are responsible for configuring their information technology, computer programmes and platform in order to access the Product, and that Users should use their own virus protection software.
11.4 The RIBA will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Customer and/or any Users’ computer equipment, computer programs, data or other proprietary material due to their use of the Product.
11.5 The Customer and the Users use the Product at their own risk and in no event will the RIBA be liable to the Customer or any Users for any loss or damage of any kind (except personal injury or death resulting from the RIBA’s negligence) including lost profits, lost revenue, down time, loss of anticipated savings, loss of business opportunity, goodwill or reputation or other consequential loss arising from the use of or inability to use the Product or from errors or deficiencies in the Product whether caused by negligence or otherwise except as expressly provided in these Conditions.
11.6 Subject in all respects to clause 11.5 and clause 11.8, the RIBA’s entire liability in the case of any event of default shall be limited as follows:
11.6.1 to the aggregate of the fee paid by the Customer for using the Product; and
11.6.2 no sums whatsoever will be payable in relation to free usage of the Product.
11.7 For the avoidance of doubt, the RIBA shall not be liable for any loss resulting from, or in any way arising out of or in connection with, the Customer’s, any User’s or third party’s:
11.7.1 inappropriate use of the Product;
11.7.2 failure to exercise reasonable levels of due care and attention when using the Product; or
11.7.3 failure to exercise reasonable levels of professional skill and competence when using the Product.
11.8 Nothing shall exclude or restrict the RIBA's liability for fraudulent misrepresentation and/or for death or personal injury arising as a result of the RIBA’s negligence.
12. Use of the Yoti Sign Platform
12.1 If Customers and Users utilise the Yoti Sign Platform, they will be directed to a separate page hosted by Yoti. The Yoti Sign Platform is provided by Yoti and the RIBA accepts no responsibility for the content and functionality of the Yoti Sign Platform or liability for its use by Customers and Users, and the Customer is responsible for any loss or damage resulting from misuse of the Yoti Sign Platform by any User or for any incorrect information inputted into the Yoti Sign Platform. The Customer acknowledges and accepts that although the Yoti Sign Platform is accessible by means of the Product, it does not form part of the Product for the purposes of these Conditions. The following additional terms will apply to Customers and Users who utilise the Yoti Sign Platform:
12.1.1 The Yoti Sign Platform allows the Sender to select the level of authentication required for the Signers. The Customer acknowledges and accepts and shall ensure that any Users acknowledge and accept that if authenticating a Signer merely by their email address is chosen (“Email Auth”), rather than authenticating a Signer using the Yoti digital identity app (“Yoti Auth”) then no assurances are given at all that the person who does sign the Document is in fact the Signer because the recipient chosen by the Sender can simply forward the Document to another person for signing. If authenticating the identity of the Signer is important the Customer or the User should select the Yoti Auth option. There is no additional fee for choosing Yoti Auth rather than Email Auth.
12.1.2 The Customer is responsible for ensuring that the Signer details inserted onto the Yoti Sign Platform are correct. All Personal Data added to the Yoti Sign Platform by the Customer or User are provided by the Customer or User at their own risk.
12.1.3 The Customer shall not, and is responsible for ensuring Users shall not, give false or misleading information to the Signers to procure their execution of the Document; either in the Document or using the Yoti Sign Platform.
12.1.4 The Customer acknowledges and accepts and shall ensure that any User acknowledges and accepts that:
(i) any Personal Data shared which the Sender has asked for at signing will be displayed on the part of an executed Document generated by the Yoti Sign Plaform which shows the verified Personal Data of Signers and the Sender (the “Coversheet”);
(ii) the Coversheet is visible to all other Signers and the Sender and that Signer should check that the Coversheet of the Document gives the Signer the correct label and identifies the Signer correctly;
(iii) it is the Signer’s responsibility to inform the Sender if the Coversheet does not label or identify the Signer correctly;
(iv) before a Document is fully executed, the Sender will have the ability to archive the Document and that once archived it will no longer be possible to execute this Document using the Yoti Sign Platform, and Signers will no longer have any access to the archived Document through the Yoti Sign Platform; and
(v) no spiders, crawlers or other automated data collection devices are permitted to be used on the Yoti Sign Platform, unless authorised in writing by Yoti.
12.1.5 The Customer shall not, and shall ensure that Users shall not:
(i) attempt to impersonate another person or attempt to sign a Document with incorrect Personal Data or information;
(ii) use a Signer’s or Sender’s Personal Data on executed Documents other than for the Customer’s or User’s proper and lawful purposes to verify the identity of the individual who has executed the Document;
(iii) resell, sublicense, lease, share, transfer or otherwise make available any Personal Data of a Signer or Sender (except when sharing a Coversheet), records of shared Personal Data including metadata (“Receipts”), Yoti timestamped data or any information gleaned from the foregoing to any third party or as part of any joint venture or partnership with any third party; and
(iv) store any Receipt in any publicly distributed ledger (such as a public blockchain) without written prior consent.
12.1.6 The Customer shall and will ensure Users shall only request that Signers share any Personal Data when they execute Documents that is reasonably necessary and lawful for the purpose for which the Customer or User requests them in accordance with the “data minimisation” principle within the UK GDPR.
12.1.7 Where the Yoti Sign Platform verifies Personal Data relating to Signers or Senders it does so at the point at which the relevant source identity document or other information is first submitted by the individual. The Yoti Sign Platform does not update or re-verify any such data supplied by individuals which subsequently changes or expires.
12.1.8 Once a Document is executed by all Signers, or the Sender has indicated that it is otherwise completed, the Yoti Sign Platform shall send by email to the Sender and all Signers a PDF of the executed Document, which shall include the Coversheet. For Documents the Sender sends to two or more Signers with the intention that each Signer enters into a separate agreement with the Sender (or a third party the Sender is assisting), with each contract being identical other than the identity of the Signer, the Sender will need to access the Yoti Sign Platform to view and download completed Documents and signing receipts.
12.1.9 Either the Sender or the Signer may forward the Document to any email address for it to be read. The Customer shall, and shall ensure that Users shall, only send the Document to trusted recipients.
12.1.10 The Customer and Users may not use the Yoti Sign Platform: (a) to improperly or illegally solicit for personal or financial detail; (b) to commit fraud or any illegal act; or (c) as part of a spam, phish, whaling, harassment or intimidation campaign.
12.1.11 In the initial versions of the Yoti Sign Platform the Customer and Users will not be able to add any additional administrators or users to their Yoti Sign Platform account that they are using on behalf of their organisation. As such it is strongly recommended that Customers and Users regularly export their executed Documents. The RIBA and Yoti are not liable under any circumstances if Customers and/or Users lose access to their Documents or their Documents become corrupted (whether executed or not).
12.1.12 The RIBA and Yoti give no warranty, representation, undertaking or guarantees:
(i) as to the availability of the Yoti Sign Platform or any component of the Yoti Sign Platform, or in relation to the capacity, latency, responsiveness, accuracy or proper operation of the Yoti Sign Platform;
(ii) with regards to the suitability of any Personal Data (including of Signers or Senders) added to the Yoti Sign Platform by the Customer or User (whether verified or not); and
(ii) that signing with Email Auth or Yoti Auth meets any standard of e-signatures under the EU eIDAS Regulations (Regulation (EU) 910/2014) (where applicable), and (i) the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc.) (EU Exit) Regulations 2019 and (ii) the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (the “UK eIDAS Regulations”). The RIBA and Yoti do not warrant or represent that Yoti Sign is suitable for all legal agreements in all jurisdictions. It is the Customer’s own responsibility to check that execution of a particular Document using the Yoti Sign Platform in a particular jurisdiction satisfies the legal requirements to execute a binding legal agreement. In particular, Customers should note that the Yoti Sign Platform may not be suitable for all legal documents which require witnesses and some regulations may require signatures to be placed in a certain place. The Yoti Sign Platform has some functionality to support this but has not been built to satisfy every regulation in every jurisdiction. If in doubt, the Customer should take independent legal advice about the suitability of the use of the Yoti Sign Platform.
13. Information disclaimer
13.1 The information provided in the Product by the RIBA is intended to be informative only and is not a substitute for legal or other professional advice or intended to be relied upon. The Customer should consult an appropriate professional for specific advice tailored to the Customer’s or any User’s situation. By accessing and using the Product the Customer acknowledges that any reliance upon any information obtained or received via the Product will be at the Customer’s and/or the User's sole risk.
14. Force Majeure
14.1 The RIBA shall not be liable to the Customer or any User as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure event.
14.2 If the Force Majeure event prevents the RIBA from providing the Product for more than four (4) weeks, the RIBA shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer. Any purchases made by the Customer but not delivered, due to the Force Majeure event, shall be refunded.
15. General
15.1 Assignment and other dealings
15.1.1 The RIBA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all its obligations under the Contract to any third party or agent
15.1.2 The Customer shall not, without the prior written consent of the RIBA, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights or obligations under the Contract.
15.2 Notices
Any and all notices given by the Customer to the RIBA under the Contract and in relation to the Product must be given to the RIBA in writing and sent by post to its registered office or by email to support@riba.org.
15.3 Severance
15.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Unauthorised access by Third Parties
15.6.1 It is possible that third parties (hackers) may access the Product and alter the Product's contents or place damaging materials or programmes on the Product, including but not limited to computer viruses, Trojan horses, worms, bots and other destructive digital elements. The RIBA will not be liable for any damage or loss arising out of or resulting from any such unauthorised access to, alteration to or modification of information contained on the Product or infection of the Product in this way.
15.6.2 In any event, it is the Customer's sole responsibility to take all protective measures to guard against computer viruses or other destructive elements, including by means of insurance and to ensure that Users do the same.
15.7 Third party links
15.7.1 The Product incorporates links to other websites, frames and portals designed, maintained and operated by third parties. The Customer acknowledges that the RIBA has not reviewed the third-party sites, which are provided for the User's convenience only, and the RIBA is not responsible for the content or availability of these third-party sites. The Customer acknowledges that if the Customer or a User decides to use a link to a third-party site they will leave the Product and they will do so at their own risk.
15.7.2 Links to third party sites do not imply that the RIBA endorses, is affiliated or associated with, or is legally authorised to use any trade mark, trade name, logo or copyright work displayed in or accessible through the third-party sites or that any linked site is authorised to use any trade mark, trade name, logo or copyright of the RIBA.
15.8 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the RIBA.
15.9 Legal Compliance Disclaimer
Whilst the Product may be accessed and viewed via the internet throughout the world, the RIBA does not represent or warrant that the information within the Product or its operation complies with the regulatory regime of any country, other than England where the RIBA is located. If the Customer or any User accesses the Product from locations outside England the Customer and the Users do so on their own initiative and at their own risk. The Customer is responsible for compliance with local laws and shall ensure that Users comply with the same.
15.10 Governing law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.11 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Last updated: September 2021
