Revision B - These Terms of Business were last updated August 2025. They apply to all appointments made on or after this date

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These Terms set out how we work with our clients. They are designed to protect both you and us, and form part of every appointment with Adelphi Architecture.

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1.0 General

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1.1 These Terms of Business form the entire agreement between the Client and Adelphi Architecture Limited (“the Company”). They override any other terms put forward by the Client unless agreed by us in writing.

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1.2 These Terms may only be varied in writing, confirmed by us.

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1.3 All drawings, plans and documents prepared by the Company remain our property with copyright reserved. You are granted a non-exclusive licence to use such documents solely for the purposes of constructing, maintaining and using the project at the site identified in our Fee Proposal, provided our fees have been paid in full. The licence is non-transferable and may not be used for other projects without our written consent. Where drawings are issued electronically these will be in pdf format unless expressly agreed. We accept no liability for misuse of our documentation.

 

1.4 Our appointment does not include responsibility for or indemnity against the design or performance of others.

 

 

1.5 If an order is cancelled after work has commenced or materials have been ordered, the Client shall reimburse the Company for the cost of such work and commitments. Termination of the appointment requires written notice. Fees for work carried out up to the date of termination shall be payable, either at the agreed fixed fee or at our standard hourly rates, together with any agreed disbursements.

 

 

1.6 The Client enters into this agreement on its own behalf and not on behalf of any third party.

 

 

1.7 The Company shall perform its services with reasonable skill and care in accordance with the Architects Registration Board (ARB) Code of Conduct.

 

 

1.8 Where relevant, the Client shall provide full information regarding the presence and location of services such as underground utilities. Where such information is unavailable, the Company will take reasonable measures to identify such services. The Client shall reimburse reasonable costs incurred in doing so and indemnify the Company for losses arising where insufficient information was provided.

 

 

1.9 The Company shall maintain professional indemnity insurance for a period of six years from completion of the services, provided such insurance is available in the market on commercially reasonable terms.

 

 

1.10 The level of professional indemnity insurance maintained shall be £2 million unless otherwise stated in our proposal.

 

 

1.11 Our liability to the Client shall not exceed the lesser of (a) the amount of professional indemnity insurance available to meet the claim, or (b) the total fees paid to us in respect of the services. We shall not be liable for any indirect or consequential losses including loss of profit, rent, funding or opportunity. ny claims must be brought within six years of completion of the services.

 

 

1.12 These Terms and any non-contractual obligations are governed by the law of England and Wales and subject to the exclusive jurisdiction of the English courts.

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1.13 The Client acknowledges their duties under the Construction (Design and Management) Regulations 2015 and, where applicable, under the Building Regulations (as amended by the Building Safety Act 2022). Adelphi Architecture shall not act as Principal Designer under either regime, nor as Principal Contractor, unless separately agreed in writing. Where such appointment is made, the scope and fee for these services will be set out in the Fee Proposal or Appointment Form.

 

 

2.0 Instructions

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2.1 As your agents we act only upon the information and instructions provided by you. We cannot be assumed to have independent knowledge of factual matters. You may instruct us verbally or in writing, but we will ask that verbal instructions are confirmed in writing (email is sufficient).

 

 

2.2 The scope of the services we provide is limited to those described in our proposal.

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3.0 Charges

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3.1 Unless otherwise agreed in advance, fees are charged on the basis of time spent on the work together with an allowance for responsibility, urgency, complexity, or novelty, plus expenses such as travel, printing and administration.

 

 

3.2 The Company will consider the provision of assignments, warranties or letters of reliance to third parties on a project-by-project basis. These will be subject to our terms, agreed in advance, and may attract an additional fee. No third party may rely on our documents without such agreement.

 

 

3.3 Any estimate provided represents a probable fee based on our experience of similar projects. We reserve the right to amend estimates if the scope of work changes or becomes more complex or protracted.

 

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3.4 For any projects we may issue interim invoices at monthly or other intervals. Interim fees will be adjusted on later invoices to reflect actual work carried out.

 

 

3.5 Unless otherwise stated, estimates exclude disbursements such as local authority fees, Ordnance Survey maps, statutory service provider charges, consultants’ fees, or taxes. Such costs are payable directly by the Client. Value Added Tax will be charged at the prevailing rate.

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3.6 Work will commence upon receipt of 50% of the agreed fee upfront. Payment of this initial fee constitutes acceptance of our Fee Proposal and these Terms of Business.

 

 

4.0 Payment

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4.1 All invoices are payable upon issue. No retention, discount or set-off shall apply. We reserve the right to suspend services if payment is not received when due.

 

 

4.2 Invoices are payable in pounds sterling unless otherwise agreed in writing. Delays in issuing or signing further appointment documents, including third-party warranties, shall not be a reason to withhold payment of invoices.

 

 

4.3 We reserve the right to charge interest, debt recovery compensation and legal costs in recovering overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

 

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4.4 Repayment of outlays and third-party disbursements shall be made within seven days of our request. Large outlays greater than £1,000 must be paid to us in advance and cleared before we are required to pay them on your behalf. Notwithstanding any arrangement for recovering fees or costs from a third party, you remain directly responsible for payment of our charges.

 

 

4.5 Where any invoice remains unpaid 28 days after the date of issue, we reserve the right to suspend performance of our services and to withhold data, drawings, plans, documents, digital material and attendance at meetings until all outstanding sums have been paid in full. Either party may terminate this appointment by giving not less than fourteen days’ written notice. On termination, the Client shall pay for all work carried out up to the termination date, together with any agreed disbursements.

 

 

5.0 Copyright

 

 

5.1 All documentation, drawings, models and electronic material prepared by us, together with all associated intellectual property rights, remain our property with copyright reserved.

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5.2 Upon full payment of our fees, you will be granted a non-exclusive and non-transferable licence to use our documents solely for the construction, completion, maintenance and use of the project at the site identified in our Fee Proposal. You may not copy, adapt, or use them for any other purpose without our written consent.

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5.3 If fees remain unpaid, no licence is granted and we reserve the right to withdraw any licence previously granted.

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5.4 Our services and documents are prepared for the Client only. No third party may rely on them without our express written agreement.

 

 

6.0 Complaints

 

 

6.1 Any dispute arising out of this agreement which cannot be resolved by discussion and negotiation may be referred to mediation under the RIBA Mediation Scheme. If mediation is unsuccessful, either party may refer the matter to adjudication under the relevant statutory scheme. Complaints may also be referred to the Architects Registration Board (ARB) or the Royal Institute of British Architects (RIBA). Unless otherwise determined, each party will bear its own legal costs. Nothing in this clause shall prevent either party from commencing court proceedings where necessary.

 

 

6.2 In the first instance, please direct any complaints in writing to Joanna Pullan (Director) at joanna.pullan@adelphiarchitecture.co.uk.

We aim to respond to any complaints within 28 days.

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If anything in these Terms is unclear, please ask — we want you to feel confident about how we work together.