The following statement sets out the Terms and Conditions for accessing and using the RIBA Plan of Work (“the RPOW”). By accessing or using the RPOW, you are indicating that you agree to be
bound by these Terms and Conditions.
The Royal Institute of British Architects ('RIBA') is the Licensor of the RPOW and is the sole owner of all of the Intellectual Property Rights in the RPOW. RIBA Enterprises Limited ('RIBAE'),
who shall act as agent for RIBA, is responsible for maintaining and developing the RPOW and shall retain all of the Intellectual Property Rights in the website which shall host the RPOW.
Both RIBA and RIBAE shall be party to this Contract.
By using the RPOW you consent to such processing and you warrant that all data provided by you is accurate.
1. Definitions and interpretation
1.1 The definitions in this clause apply to these Terms and Conditions.
'Content' means all human and machine readable data retained, maintained and displayed in the RPOW, other than the Project Data.
'Contract' means the contract between you and RIBAE and RIBA which governs your access to and use of the RPOW in accordance with these Terms and Conditions.
'RIBA' means the Royal Institute of British Architects.
'RIBAE' means RIBA Enterprises Limited.
'RIBA Plan of Work (RPOW)' means the definitive framework for organising the contemporary building design and construction process into a number of key stages.
'Intellectual Property Rights' means the patents, rights to inventions, copyright and related rights, trade-marks, trade names, rights in get-up, rights in goodwill or to sue for
passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or
equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
'User' ('You') means any person(s) or company who accesses and uses the RPOW.
Project Data means any data that is added to the RPOW by you.
1.2 Clause and paragraph headings shall not affect the interpretation of these Terms and Conditions.
1.3 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to any party includes that party's personal representatives, successors or permitted assigns.
1.7 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force, taking account of any amendment or re-enactment.
1.8 A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision.
1.9 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative, and shall not limit the sense of the words preceding those
terms. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.10 Any obligation in these Terms and Conditions not to do something includes an undertaking not to allow that thing to be done.
2. Information about us
RIBAE means RIBA Enterprises Limited, a company registered in England and Wales under company number 978271. Its registered office is at 15 Bonhill St, London EC2P 2EA.
RIBA means the Royal Institute of British Architects, a professional body for architects in the United Kingdom and also internationally, whose headquarters is at 66 Portland Place, London W1B 1AD.
3. ACCESSING AND USING THE RIBA PLAN OF WORK
3.1 Access to and use of the RPOW is free of charge.
3.2 By accessing and using the RPOW, you warrant that if acting for a corporate entity, you are authorised to enter into a binding contract on its behalf.
3.3 You warrant that your use of the RPOW:
- will not infringe the Intellectual Property Rights of any third party;
- will not be defamatory, libellous, obscene or otherwise unlawful;
- will not violate any applicable law, statute or subordinate legislation; and
- will not, to the best of your knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are
intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All of the Intellectual Property Rights in the RPOW including all of the Intellectual Property Rights in the Content are and shall remain at all times, the sole and
exclusive property of RIBA. All such rights are reserved. You shall acquire no rights in the RPOW or the Content except as expressly provided for in these Terms and Conditions.
4.2 Without prejudice to the generality of clause 4.1 RIBAE and RIBA, the RIBAE and RIBA logos, the RPOW logo, and all other RIBAE and RIBA trademarks, product names, and trade
names of RIBAE and RIBA appearing in the RPOW and/or the Content are owned by RIBAE and RIBA.
4.3 You undertake to ensure that any advertising and marketing of the RPOW and/or the Content shall not reduce or diminish the reputation, image and prestige of the RPOW, or that of
RIBAE and RIBA.
5. THE NON-EXCLUSIVE LICENCE
5.1 By accessing and using the RPOW, RIBAE (as agent for RIBA) grants you a non-transferable, non-exclusive licence to use the RPOW. Such use is subject to these Terms and Conditions.
5.2 You shall not grant sub-licences, in whole or in part, of any of the rights granted under these Terms and Conditions, or sub-contract any aspects of exploitation of the rights
licensed to it, without RIBAE’s prior written consent. Whether to grant consent or not shall be a matter for RIBAE’s absolute discretion in all circumstances.
5.3 Subject to compliance in full with these Terms and Conditions, you may view, download and customise part or parts of the RPOW either alone or in conjunction with your own material;
- for the purposes of your own personal use where that personal use is not for any commercial or profit making purpose, unless you have received the prior written consent of both
RIBAE and RIBA to use the RPOW for any such commercial or profit making purpose;
- for use by educational institutions and their students for educational purposes only; or
- for inclusion in any drawings or contract documents used or intended to be used in connection with a building contract where you are or may become a contracting party,
or in connection with which you are engaged or may be engaged in the future by one of the contracting parties in a professional capacity;
but not otherwise.
5.4 By accepting these Terms and Conditions, you irrevocably agree that:
- You may not use the RPOW for the purpose of developing and/or maintaining for yourself or for others, an alternative service provision which either directly or indirectly competes
with the RPOW or in some other way serves the same or a similar purpose as the RPOW;
- Within your user desktop and using functionality expressly provided within the RPOW for the uses permitted under clause 5.3 only, you may view, download or customise the RPOW to
suit your own purposes in accordance with Clause 5.3 provided that you must always refer to the resultant plan of work as utilising the RPOW.
6. Data added to the RIBA Plan of Work
7. Our liability
7.1 RIBAE and RIBA shall not be liable in respect of any event of default for loss of profits, goodwill or any type of special, indirect or consequential loss, including loss or
damage suffered by you as a result of any action brought by a third party even if such loss was reasonably foreseeable, or that RIBAE or RIBA had been advised of the possibility of you
incurring the same. Notwithstanding that all warranties are hereby excluded to the fullest extent permitted by law, in the event that RIBAE or RIBA is found to be liable in damages for
breach of contract (however caused) then RIBAE’s or RIBA’s total liability shall not in any circumstance exceed £5,000.
7.2 Subject in all respects to the other provisions of this clause 7 RIBAE’s and RIBA’s entire liability in respect of any single event of default shall be limited to damages of an
amount equal to £1,000,000 in respect of your tangible property resulting from the negligence of RIBAE or RIBA or any of their employees, agents or subcontractors.
7.3. Neither RIBAE nor RIBA shall be responsible for loss occasioned to any person acting or refraining from action as a result of using the RPOW in accordance with the performance
of this Contract.
7.4. For the avoidance of doubt, neither RIBAE nor RIBA shall be liable for any loss resulting from, or in any way arising out of or in connection with, your or any other third party’s:
- inappropriate use of the RPOW;
- failure to exercise reasonable levels of due care and attention when using the RPOW; or
- failure to exercise reasonable levels of professional skill and competence when using the RPOW.
7.5 Nothing in these Terms and Conditions excludes or limits RIBAE’s or RIBA’s liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982
- defective products under the Consumer Protection Act 1987; or
- any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
8. Written communications
When using the RPOW, you accept that communication with RIBAE will be mainly electronic. RIBAE will contact you by e-mail or provide you with information by posting notices on the RPOW.
For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that RIBAE provides
to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to RIBAE must be given to RIBA Enterprises Limited at 15 Bonhill Street, London, EC2P 2EA.
10. Transfer of rights and obligations
10.1 You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without RIBAE’s prior written consent.
10.2 RIBAE may transfer, assign, charge, sub-contract or otherwise dispose of the Contract, or any of its rights or obligations arising under it at any time.
11. Events outside our control
11.1 Neither RIBAE nor RIBA will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by events
outside of its reasonable control ('Force Majeure Event').
11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond RIBAE’s and/or RIBA’s reasonable control and includes in particular (without limitation) the
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- impossibility of the use of public or private telecommunications networks;
- the acts, decrees, legislation, regulations or restrictions of any government; and
- pandemic or epidemic.
11.3 RIBAE’s and/or RIBA’s performance under the Contract is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance
for the duration of that period. RIBAE will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be
performed despite the Force Majeure Event.
12.1 If RIBAE and/or RIBA fail to insist upon strict performance of any of your obligations under the Contract or any of these Terms and Conditions, or if
they fail to exercise any of the rights or remedies to which they are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you
from compliance with such obligations.
12.2 A waiver by RIBAE and/or RIBA of any default will not constitute a waiver of any subsequent default.
12.3 No waiver by RIBAE and/or RIBA of any of these Terms and Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance
with clause 8 above.
If any court or competent authority decides that any of the provisions of these Terms and Conditions or any provisions of the Contract are invalid, unlawful or
unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
14. Entire agreement
14.1 These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between the parties to this Contract and supersede all previous
discussions, correspondence, negotiations, previous arrangement, understanding or agreements relating to the subject matter of the Contract.
14.2 All parties to this Contract acknowledge that, in entering into the Contract, they have not relied on any representation or warranty (whether made innocently or negligently) that is not
set out in these Terms and Conditions or the documents referred to in them.
14.3 All parties to this Contract agree that their only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or
negligently) will be for breach of contract.
14.4 Nothing in this clause limits or excludes any liability for fraud.
15. Our right to vary these terms and conditions
RIBAE and RIBA have the right to revise and amend these Terms and Conditions from time to time.
16. No Partnership
Nothing in these Terms and Conditions shall be deemed to constitute a partnership between you and us nor, except as expressly set out in these Terms and Conditions, constitute either party
the agent of the other party for any purpose.
17. Law and jurisdiction
This Contract will be governed by English law and will be subject to the exclusive jurisdiction of the courts of England and Wales.
18. Third party rights
A person who is not party to these Terms and Conditions or the Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.