RIBA Fee Calculator terms and conditions
1. Definitions and Interpretation
Brexit - the United Kingdom ceasing to be a member state of the European Union or, if later, ceasing to be subject to any transitional arrangements which substantively treat the UK as a member state of the European Union.
Business Day - a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours - the period from 9.00 am to 5.00 pm on any Business Day.
Customer - the architecture practice or other organisation/entity entering into these terms and conditions.
Conditions - these terms and conditions as amended from time to time in accordance with clause 11.8.
Content - all human and machine-readable data retained, maintained and displayed in the Product.
Contract - the agreement, including these Conditions, between RIBA 1834 Ltd 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.
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 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 GDPR) and the privacy of individuals (all as amended, updated or re-enacted from time to time).
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.
GDPR - the General Data Protection Regulation (EU) 2016/679.
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 - The RIBA Fee Calculator, a web-based digital tool that allows users to enter their full company details, including company overheads and staff salaries, so that they are able to prepare a resource-based fee calculation for their clients and projects, which aligns to the stages of the RIBA Plan of Work. The user then has the ability to apply the appropriate project mark-up/profit, based on their business and commercial requirements. The RIBA Fee Calculator is delivered by the RIBA through the website www.architecture.com.
Project Data - any information and/or data entered by the Customer and/or any User into the Product including any Personal Data.
Regulator - any independent public authority responsible for monitoring the application of the Data Protection Legislation in the UK or any other member state of the European Union.
The RIBA - RIBA 1834 Ltd. Registered office: 66 Portland Place, London W1B 1AD. Registered in England 4604934. VAT number: GB 232 351 891.
RIBA Chartered Practices - architecture practices which have obtained RIBA Chartered Practice membership.
Third Country - means either any country other than the UK, a European Union Member State or a member of the European Economic Area, or in the event of Brexit, any country other than the UK, at the time of transfer of the Personal Data.
User - Authorised users of the Customer who have registered/set-up an account to access and use the Product.
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. Access to the Product
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 if 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.
2.4 The RIBA has the right to disable or terminate access of the Customer or any User to the Product at any time including any user identification code or password, whether chosen by a User or allocated by the RIBA, 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 a User 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. Subscription
3.1 The Product is a subscription-based service that is initially being made available only to RIBA Chartered Practices free-of-charge. RIBA Chartered Practices will be able to subscribe to the Product at discounted rates following the initial free-of-charge period.
3.2 These Conditions represent the entire agreement between the parties and the Customer accepts that it cannot rely on any pre-contractual representations of the RIBA.
4. Written Communications
4.1 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 information by posting notices within the Product.
4.2 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.
5. Privacy of Personal Data and data security
5.1 The RIBA stores and processes the Customer’s and User’s Personal Data 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 the User’s consent (where relevant). The RIBA may contact the Customer and/or the Users with similar goods and services to the Product, unless the Customer and/or the User asks the RIBA not to do so.
5.2 The RIBA's Privacy Policy available at https://www.architecture.com/riba-fee-calculator/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 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 by the Customer and the Users under the Contract. The RIBA Cookie Statement is available at: https://www.architecture.com/about/cookie-statement
5.3 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:
5.3.1 the types of Personal Data are: names and contact details, pay and salary details, job title and details of hours worked/rates of the Users and/or employees of the Customer, and the categories of Data Subjects are the Users and/or employees of the Customer; and
5.3.2 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.
5.4 The RIBA shall comply with its obligations under the Data Protection Legislation and shall, in particular:
5.4.1 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);
5.4.2 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;
5.4.3 ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
5.4.4 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 GDPR (where applicable) in respect of the Personal Data;
5.4.5 not transfer any Personal Data to a Third Country or to an International Organisation unless the following conditions are fulfilled:
5.4.5.1 the RIBA has provided appropriate safeguards in relation to the transfer;
5.4.5.2 the Data Subject has enforceable rights and effective legal remedies; and
5.4.5.3 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;
5.4.6 subject to clause 5.6, 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 5.4;
5.4.7 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;
5.4.8 notify the Customer without undue delay on becoming aware of a Personal Data breach;
5.4.9 on request by the Customer, make available all information necessary to demonstrate the RIBA’s compliance with this clause 5.4 and on reasonable advance notice in writing otherwise permit during Business Hours, 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;
5.4.10 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.
5.5 The Customer acknowledges that clause 5.4.1 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).
5.6 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: Wattle Solutions Limited, Advance (Open Engage), Amazon Web Services, Jisc, Fresh Projects, Back4app and YOTI. 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.
5.7 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.
6. Intellectual Property Rights
6.1 Subject to clause 6.3, all the Intellectual Property Rights in the Product 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.
6.2 The Customer shall not, and shall ensure that the Users shall not:
6.2.1 use, copy, decompile, disassemble, adapt, merge, translate, reverse engineer or in any other way modify the Content within the Product, other than in the way allowed/instructed by the Product;
6.2.2 make available the Product 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;
6.2.3. 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 or any portion of the Product. Any unauthorised or restricted act in relation to the materials or content of the Product or any portion of the Product may result in civil proceedings and/or criminal prosecution; and
6.2.4 copy or otherwise incorporate any part of any and/or all of the Product into any other website or service, hard copy or electronic publication or electronic retrieval system except as expressly provided by the RIBA.
6.3 Any Intellectual Property Rights subsisting in the Project Data used in relation to any projects created by the Customer or any User in the Product 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,modify and use the Project Data as the RIBA requires including but not limited to for the purposes of providing the Product to the Customer under the Contract.
6.4 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 the Customer shall ensure the Users shall not, infringe.
7. Warranties and undertakings
7.1 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.
7.2 The Customer warrants that it 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.
7.3 The Customer agrees that its use, and the Users use of, the Product will be in accordance with clause 2 above and:
7.3.1 will not be defamatory, libellous, obscene or otherwise unlawful; and
7.3.2 will not violate any applicable law, statute or subordinate legislation.
7.4 The Customer agrees that it will be liable for any information or data inserted by the Users into the Product 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 7.4 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 by the Customer and/or the User. This clause 7.4 shall survive termination of the Contract.
7.5 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.
7.6 The warranty set out in clause 7.5 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.
7.7 The RIBA does not warrant that the Product will meet the Customer's or any User's 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.
7.8 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.
8. Limitation of Liability
8.1 The RIBA shall be under no liability to the Customer or any Users in respect of 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.
8.2 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 the Customer or any User 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.
8.3 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 the Users should use their own virus protection software.
8.4 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 any the Customer’s or any User’s computer equipment, computer programs, data or other proprietary material due to their use of the Product.
8.5 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.
8.6 Subject in all respects to clause 8.8, due to the current free use of the Product by the Customer, the RIBA shall have no liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise to pay any sums whatsoever to the Customer under these Conditions or otherwise.
8.7 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 any third party’s:
8.7.1 inappropriate use of the Product;
8.7.2 failure to exercise reasonable levels of due care and attention when using the Product; or
8.7.3 failure to exercise reasonable levels of professional skill and competence when using the Product.
8.8 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.
9. Information Disclaimer
9.1 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 the User’s sole risk.
10. Force Majeure
10.1 The RIBA shall not be liable to the Customer or any Users as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure event.
10.2 If the Force Majeure event prevents the RIBA from providing the Product for more than 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.
11. General
11.1 Assignment and other dealings
11.1.1 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.
11.1.2 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.
11.2 Notices
11.2.1 Any and all notices given by the Customer to the RIBA in relation to the Product must be given to the RIBA in writing and sent by post to its registered office or by e-mail to support@riba.org.
11.3 Severance
11.3.1 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.
11.3.2 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.
11.4 Waiver
11.4.1 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.
11.5 No partnership or agency
11.5.1 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.
11.6 Unauthorised access by Third Parties
11.6.1 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 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.
11.6.2 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.
11.7 Third party links
11.7.1 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 will do so at their own risk.
11.7.2 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.
11.8 Variation
11.8.1 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.
11.9 Legal Compliance Disclaimer
11.9.1 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.
11.10 Governing law
11.10.1 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.
11.11 Jurisdiction
11.11.1 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: January 2021
