RIBA Professional Services Contracts: a helpful and practical agreement

Thank you to Mark Klimt, Partner at DWF Law LLP and RIBA Specialist Practice Adviser on Contracts for contributing the piece below on some of the key reasons Architects should always have a contract with their Client.

The RIBA 2020 suite of Professional Services Contracts (PSCs) are designed to assist in the process of having clear, agreed terms with your Client. This is also a requirement of The Architects' Registration Board Code of Conduct and indeed good legal practice.

Whilst the contracts have been drafted from an Architect's viewpoint, they recognise that the terms must be sensible and balanced in order to make it more likely that agreement will be reached (a perennial problem being the difficultly in securing a concluded contract from a Client before work commences) and in order not to fall foul, say, of consumer protection legislation.

The RIBA's standardised appointment documents have been regularly updated to reflect the swiftly changing professional landscape for Architects and consultants. The frequency of the revisions reflects the fact that the contracts are under continuous review and, where possible, reflect feedback received from members via outlets such as the RIBA Helpline.

The contracts have also been drafted to provide some in-built flexibility, with users having the ability to customise the framework of the document to reflect the services that they will be providing and the prevailing conditions.

There are also Guidance Notes which have been drafted to provide accessible instructions, in layperson's terms, on how each contract form should be used and completed.

The backbone of the RIBA Professional Services Contracts has been preserved from previous incarnations and comprises the key clauses as to the respective responsibilities of the Client and the Architect; the duty of care which a Client can expect and to which all of the Architect's duties and obligations should be judged by; the fee, the conditions attaching to the Client's licence to use the Architect's copyright materials, insurance arrangements, termination, liability and applicable law.

The Contract Checklist and Contract Details serve both as a prompt to check that all relevant project characteristics have been taken into account, and as an opportunity to define clearly the arrangements for the Project, by incorporating the Client's Brief, the Construction Cost (with a provision as to how the inevitable changes in this are to be dealt with during the Project), a list of other necessary Client Appointments, the Services to be provided, the level of Professional Indemnity insurance to be maintained, other documents (such as third party warranties) that may be required and arrangements for the exchange of digital information.

Insurance arrangements in the 2020 suite of RIBA PSCs reflect the difficulties that practitioners are currently experiencing in securing insurance protection for fire-related risks and the Contract Details allow for this (and other commonly-excluded items) to be listed as an exception to the insurance to be maintained. The limitation on liability (a suggested cap to the level of required insurance and a net contributions clause so that the Architect is only responsible for that part of a jointly-caused loss that is truly its responsibility) is even more important in the present times, where other members of the Construction Team may find themselves uninsured, thereby making the Architect the most attractive target.

Licence arrangements in the Architect's copyright materials attempt to strike a balance between conditions that a Client is likely to accept on the one hand and protecting the Architect from the potential inequity of a Client having a right to use materials for which it has not paid, on the other. Dispute resolution allows for the parties to try and mediate their differences or refer the matter to short-form Adjudication; the ultimate dispute resolution forum gives the parties the choice of litigation (which has the advantage of enabling other parties to be joined to the dispute if appropriate, but which is in the public domain) or arbitration (which can be more cumbersome to set up but which remains confidential.

Overall, the various contracts which comprise the 2020 suite have evolved from previous RIBA standards and are the product of Architects' ongoing practical experience in delivering projects in an efficient and workable way, with attempts at sensible and realistic limits of liability but with checks and balances that also protect the Client. As such, they are a helpful and practical way of securing an agreed contract. Amendments, though, to the standard terms that may be proposed by clients need to be approached with caution as they may disturb these in-built checks and balances to the Architect's prejudice.

The principle versions within the collection are the Standard Professional Services Contract (PSC), the Concise PSC, Domestic PSC, and the Subconsultant PSC (where the Architect is appointed under standard RIBA terms and is appointing its own sub-consultants).

Other versions have also been developed to cater for specific appointments such as Principal Designer, Client Adviser, Interior Designer, and Conservation Architect. They are available both as hard copies at RIBA Books or in digital form through RIBA Contracts Digital, enabling practitioners to create their own digital contracts.