RIBAAppointmentAgreements20102012revision AdrianDobson PDF

Appointment Contracts
RIBA Agreements 2010 (2012 revision)

An Overview of the RIBA Appointment
Agreements
Why do we need a standard form of agreement/contract
for the appointment of an architect?
avoid misunderstandings & disputes

define fees and provisions for payment
assert and retain copyright
establish a fair and reasonable allocation of risks
between client and architect
provide clarity, comfort and protection to both parties
incorporate standard industry practices in an agreement
which has a proven legal basis in case law
comply with RIBA & ARB code of conduct requirements
What should an Appointment Agreement do?
identify parties to the appointment
allocate & define limitations of responsibilities and
liabilities
define the scope of work
confirm the legal framework (Form of Law, etc)
confirm the fee, method of calculation and payment
set out methods of dispute resolution
define provisions for the termination of the Agreement
inform client of ARB disciplinary sanctions
The RIBA Agreements 2010 reflect the changes in the
updated RIBA Outline Plan of Work (as amended Nov
2008)
amended definitions of work stages F1 and F2
greater flexibility in design services and role specifications for
different procurement routes
The RIBA Agreements 2010 replace the RIBA SFA/99/2004

and the RIBA Agreements 2007
2010 format is organised in the form of a number of separate
components for simplicity and flexibility
available in architect versions and versions for use by other
consultants
available in print and on-line formats
Assistants in the office

of Bodley and Garner
1883
RIBA
Sir Alfred Waterhouse

RIBA
Sir Albert Richardson

RIBA
Office of G
Partnership Architects
1956
RIBA
Office of Hugh Casson

and Neville Condor
1956
RIBA
The RIBA Agreements 2010 aim to be:
aligned with current working practices, legislation and procurement
methods
attractive to clients, architects and other consultants, with robust
but fair terms
a flexible system of appointment components, suitable for a wide
range of projects and services
complementary to the CIC pan-professional scope of services
appointment agreements for multi-disciplinary teams on major
building projects
Key new features in the RIBA Agreements 2010:
Obligations of the architect: no explicit reference to time-scale and
cost limits
Provisions for termination; equal rights for architect and client
Revocation of licence; better clarification of architects right to
suspend the copyright licence in the event of non-payment
No set-off; option to incorporate with a consumer client
Increased interest charges on late payment of fees
cont.
Key new features in the RIBA Agreements 2010:
Introduction of the option of an aggregate cap on liability
Adjustment to reflect legislative changes, including the Cancellation
of Contracts made in a Consumers Home or Place of Work
Regulations 2008 and the Provision of Services Regulations 2009
Right for the architect to have reasonable access to photograph a
project, and to publish images
RIBA Outline Plan of Work 2007 amended Nov 2008
Preparation
A Appraisal
B
Design Brief
Design
C Concept
D Design Development
application for detailed planning permission
Technical Design
Continued
Pre-Construction
F Production Information
F1 preparation of production information in sufficient detail for a
tender or tenders to be obtained and application for statutory
approvals
F2 preparation of further information for construction required under
the building contract
G
H
Tender Documentation
Tender Action
Construction
J
K
Mobilisation
Construction to Practical Completion
Continued
Use
L
Post Practical Completion

L1 administration of the building contract after practical completion and
making final inspections
L2 assisting building user during initial occupation period
L3 review of project performance in use
RIBA Standard Agreement 2010 Architect
RIBA Standard Agreement 2010 - Consultant
RIBA Concise Agreement 2010 - Architect
Domestic Project Agreement 2010 Architect

Sub-consultant Agreement 2010
Continued
Additional schedules and supplementary agreements
only available in electronic format:
Access consultancy services schedule
Historic building or conservation project services schedule
Small historic building or conservation project services schedule
Initial occupation and post-occupation evaluation services schedule
Master planning services schedule
Multi-disciplinary design services schedule
cont.
Contractors design services schedule
Contractors design services schedule notes
(There is no RIBA supplementary switch or novation agreement. The
RIBA recommends the CIC Novation Agreement which is compatible
with the RIBA Agreements.)
CIC Liability Briefing on novation of consultants appointments
available at:
http://www.cic.org.uk/activities/liability.shtml
Range of other CIC liability briefings including:
Client-consultant confidentiality
Indemnities
Collateral warranties
Managing liability through financial caps
Draft third party rights schedule
Draft warranty by a sub-consultant (back-to-back sub-contract)
Public authority supplement
Additional schedules coming soon:
Bespoke interior design services schedule
Client adviser services schedule
Components of RIBA Standard Agreement 2010 - Architect:
Standard Conditions of Appointment for the Appointment of
an Architect
Schedules: project data, services (role specifications, design
services and other services), fees and expenses
Memorandum of Agreement for the Appointment of an
Architect
Notes: use and completion, model letter
RIBA Agreements 2010 (Standard Agreement)
Conditions of Appointment
1. Definitions and interpretation
2. Obligations and authority of architect
3. Obligations and authority of client
4. Assignment and sub-contracting
5. Fees and expenses
6. Copyright and use of information
7. Liability and insurance
8. Suspension or termination
9. Dispute resolution
10. Consumers right to cancel
Obligations and Authority of the Architect: Duty of Care

The Architect:
exercises reasonable skill, care and diligence in
accordance with the normal standards of the Architects
profession in performing the Services and discharging
the Architects obligations.
(The Architect will need to provide adequate professional
and technical resources.)
Obligations and Authority of the Architect: Duty of Care
The degree of skill and care:
...the test of whether the architect is
in breach of his duty to [his client] is whether an architect did or did not
exercise the skill and care to be expected of an ordinary architect exercising
and professing to have that skill. Although in general the duty of an architect
... is only to exercise reasonable skill and care, a higher duty may be imposed
exceptionally if the circumstances show that it was the common intention of
the parties that the architect .... design a building which would be fit for its
purpose. It is evidence of ignorance and lack of skill that the architect has
acted contrary to the established practices that are universally recognised by
members of the profession. It is not sufficient to establish a breach of duty to
show that another architect of greater experience and ability might have used
a greater degree of skill and care".
(Halsbury's Laws of England, fourth ed. Vol. 4(2))
Concurrent tortious liability: a duty of care to the client may arise under the
law of tort in addition to the contractual undertaking to exercise reasonable
skill and care.
(Midland Bank Trust -v- Hett, Stubbs & Kemp [1978] 3ALL ER 571)
Obligations and Authority of the Architect: Duty to Inform

The Architect:
keeps the Client informed of progress in the performance of the
Services and of any issues that may materially affect the Brief,
Construction Cost, the Timetable, or the Quality of the Project.
informs the Client upon becoming aware of the need to appoint
Other Persons, other than those named in the Project Data, to
perform work or services in connection with the project; and/or
any information, decision or action required from the Client or
others in connection with performance of the Services.
Obligations and Authority of the Architect: Collaboration

The Architect:
Collaborates with Other Persons named in the Project Data, or
whose appointment is foreseeable and, as applicable, shall coordinate and integrate the information received into the
Architects work.
Obligations and Authority of the Architect: authority

The Architect:
shall act on behalf of the Client in the matters set out or
necessarily implied in the Agreement or in project procedures
agreed with the Client, but has no authority without the Clients
prior approval:
to enter into any contractual or other commitment on
behalf of the Client;
to terminate the employment of Other Persons
appointed by the Client;
to make or cause to be made any material alteration to
or addition to or omission from the Services or the
approved design
Obligations and Authority of the Client: information,

decisions etc.
The Client:
shall supply the initial statement of the Clients requirements and
shall advise the relative priorities of the Clients requirements,
the Brief, the Construction Cost and the Timetable.
shall provide all the information in the Clients possession, or
reasonably obtainable, which is necessary for the proper and
timely performance of the Services and the Architect shall be
entitled to rely upon such information.
shall give decisions and approvals and shall take such actions
necessary for the proper and timely performance of the
Services.
Obligations and Authority of the Client: instructions

Where the Architect has responsibility to direct and/or coordinate the work or services of or give instructions to Other
Persons, such instructions shall be issued only through the
Architect and the Architect shall not be responsible for any
instructions otherwise issued.
Obligations and Authority of the Client: time and cost

The Client acknowledges that the Architect does not warrant:
that planning permission and other approvals from third parties
will be granted at all, or if granted, will be granted in accordance
with any anticipated time-scale;
compliance with the Construction Cost and/or the Timetable,
which may need to be reviewed for such matters as, but not
limited to:
approved variations arising from design development or
requested by the Client;
delays caused by any Other Person; and/or
any other factors beyond the control of the Architect
Options in the event of non-payment of fees:
Image courtesy of FreeDigitalPhotos.net
Enquiry and negotiations

Interest charges and debt collection costs
Adjudication, arbitration or court action
Suspension/termination
Revocation of licence
Fee adjustment (clause 5.8.1):

Clause 5.8.1
The Basic Fee shall be adjusted including due allowance for
any loss and/or expense if:
material changes are made to the Brief and/or the
Construction Cost and/or the Timetable, save to the extent
that any change arises from a breach of this Agreement by
the Architect; and/or
the Services are varied by agreement
Additional fees (clause 5.9):
Where the Architect for reasons beyond the Architects reasonable control
incurs extra work or loss and expense for which the Architect would not
otherwise be remunerated, the Architect shall be entitled to additional fees
calculated on a time basis as set out in clause 5.6 unless otherwise agreed.
Matters in relation to which the Architect shall be entitled to additional fees
include but are not limited to circumstances where:
The Architect is required to vary any item of work commenced or completed
pursuant to this Agreement or to provide a new design after the Client has
authorised the Architect to develop an approved design
The nature of the Project requires that substantial parts of the design cannot
be completed or must be specified provisionally or approximately before
construction commences;
Performance of the Services is delayed, disrupted or prolonged;
The cost of any work, installation or equipment for which the Architect
performs Services is omitted from or not included in the Construction Cost.
The Architect shall inform the Client on becoming aware that this clause will
apply. This clause 5.9 shall not apply where any adjustment under clause 5.8.1
applies to the same events
Evidence needed to claim a fee adjustment or additional fees:
In order to establish that you have been involved in extra work and have
incurred extra expense, for reasons beyond your control; i.e. not as a
result of lack of skill, care or diligence on your part, you need:
Evidence of the work you would have been involved in and the expense
you would have incurred in performing the contractually agreed scope of
services.
Evidence that the reasons for the need for the changes in the scope of
services were beyond your control.
Evidence of how the work and expense is affected by the material
changes that have occurred.
The Architect must inform the Client immediately on becoming aware that
the provisions for fee adjustment or additional fees will apply
Records (contemporaneous) required to support a claim:
Project budget, demonstrating the costing of the original scope of

services.
Statement of net fee, after contributions to profit and overheads
(excluding those included in the hourly rates).
The number of hours (costed at the appropriate hourly rates)
available at each work stage to complete the Services.
(Check that the hours are realistic for the scope of services
required).
Records of monitoring against budget at each work stage using
coded time management records.
Record of material changes and variations and their consequence
for the Services and their delivery, with accurate time records for
the extra work involved.
Correspondence with Client to inform them of the material
changes and their impact.
Schedules
Project data
Project description
Briefing documents
Time and cost targets
Project appointments
Liability and insurance (including amount of PI insurance available
for the Project)
Supplementary/third party agreements
Dispute resolution
Applicable law
Effective date
Schedules
Services
Specified roles and applicable RIBA work stages
Other project appointments (Other Persons)
Role specifications
Project Manager
Lead Consultant
CDM Co-ordinator
Cost Consultant
Contract Administrator or Employers Agent
Lead Designer
Designers (including Architectural Designer)
Design Services (RIBA work stages A L)
Other Services (e.g. accessibility audit, party wall matters)
Schedules
Fees and expenses
Basic Fee and work stages
Other fees
Time charges (also relevant to any additional fees)
Expenses and disbursements
Payment
Monthly (preferred assists cash flow and reduces financial risk to
architect)
Work stage based
Memorandum of Agreement
executed under hand as a simple contract
(6 year contractual liability period)
or, as a deed
(12 year contractual liability period)
Model Letter
alternative to memorandum of agreement
Components of RIBA Concise Agreement 2010 - Architect:
Concise Conditions of Appointment, incorporating Small
Project Services Schedule
Fees and Expenses Schedule
Notes: use and completion, model letter
RIBA Agreements 2010 (Concise Agreement)
Concise Conditions of Appointment for an Architect:

The Concise Conditions set out in concise terms the obligations of
the architect
Primarily for use with a client acting for business purposes or as a
public authority
An agreement with a business client is a construction contract to
which the Housing Grants, Construction and Regeneration Act
1996 applies
The Conditions are not normally applicable where the client is a
consumer, but can be so used if a substantial number of the
provisions are individually negotiated
In deciding to use the Concise Conditions the parties need to
consider whether they are compatible with the complexity of the
proposed project
Components of Domestic Project Agreement 2010 - Architect:
Conditions of Appointment for an Architect for a Domestic
Project, incorporating Small Project Services Schedule
Fees and Expenses Schedule
Notes: use and completion; model letter
RIBA Agreements 2010 (Domestic Agreement)
Conditions of Appointment for an Architect for a Domestic

Project:
Designed for use where the client requires work in his or
her home
The client will be a consumer to whom the Unfair Terms in
Consumer Contracts Regulations 1999 apply
Provisions relating to payment, the contractual limitation
period and the limitation of liability, professional indemnity
insurance and, in particular, dispute resolution need to be
individually negotiated with the consumer client
Amendment 1 2011
1. to improve the drafting of some conditions for greater
clarity, without affecting the obligations of either party.
2. to comply with Part 8 of the Local Democracy, Economic
Development and Construction Act 2009, which came
into force in October 2011 payment clauses 5.14 and
5.15, suspension clause 8.1.2, and adjudication clause
9.2 amended. Additionally the payment period is reduced
from 28 days to 14 days.
(The Architects account acts as the payment notice.)
2012 revision
clause 6.1 amended to extend copyright entitlements to

include intellectual property rights;
clause 6.3 amended to make it clear that copying and use

of information by Other Persons is deemed to be
permitted under a sub-licence, which would be covered
by any suspension of the main licence;
clauses 6.3 and 8.2 amended to improve the

effectiveness of the provisions relating to non-payment of
fees
clause 8.2 amended to extend the right to terminate in the

event of death or incapacity of either party.
Bribery Act guidance Sub-consultant Agreement
Guidance on the Bribery Act 2010 from the Ministry of Justice,
which is relevant to the appointment of a sub-consultant by an
architect, says you should consider:
doing due diligence on persons who will actually perform
services for you, or on your behalf.
If you assess the risk as low then all you may need to do is
satisfy yourself that people performing services for you (for
example, an agent) are genuine and someone you can trust to
do your business without bribing. You could do this by making
enquiries with business contacts, local chambers of commerce
or business associations or via the internet for example.
Bribery Act guidance Sub-consultant Agreement
Detailed guidance about the Act and the procedures that
organisations can put in place to prevent bribery are
available at www.justice.gov.uk/guidance/bribery.htm
www.justice.gov.uk/guidance/docs/bribery-act-2010quick-start-guide.pdf
Archigram office
1972
RIBA
Nicholas Grimshaw
RIBA
An architect of John S
Bonnington
Partnership using a
computer for design
1981
RIBA
For a more detailed explanation of the RIBA
Agreements:
Guide to the RIBA Agreements 2010
By Roland Phillips
RIBA Publishing
www.ribapublishing.com
www.ribabookshops.com
Some golden rules:
RIBA and ARB codes of conduct require a comprehensive
agreement in writing
Check the name of the client in the agreement is the same
as you anticipated
Ensure the client understands the payment provisions
Dont undertake work which is beyond the resources you
can access as a practice
Dont start any work until the agreement is signed
Bespoke Appointment Agreements
RIBA Insurance Agency Guide to Reviewing Contract
Documentation:
Duty of care; reasonable, expert, professional
Sub-consultants
Deleterious materials
Copyright
PI insurance; commercially reasonable rates
Liability periods
Fitness for purpose/performance warranties
Collateral warranties
Documentation:
Assignment or novation
Economic and consequential loss
Joint and several liability
Net contribution
Liability caps
Jurisdiction
CDM
Third party rights
Pollution/asebestos liability
Documentation:
Available to download at:
http://www.architectspi.com/Pages/RiskManag
ement.aspx
RIBA Agreements letter contracts
Letter contracts are sometimes used for very small projects,
(but the RIBA does not recommend their use).
At the very least letter contracts must cover:
ARB codes of conduct requirements

Definition of the services to be offered
Statutory requirements
Provisions for fees and payment
Copyright and assignment
Liability
Provisions for termination of the agreement
Disputes and net contribution
A Very Small Project might be defined as:
for a business client as a non-notifiable project under
CDM 2007 ie where construction work is not expected to
last longer than 30 working days or involve more than 500
person days
for a domestic client as a project where the cost of
building work will not exceed, say, 100,000; or
as a survey or other limited commission, for example a
feasibility study, building survey or accessibility audit
A Guide to Letter Contracts for very small projects,
surveys and reports (third edition)
By Roland Phillips
RIBA Publishing
ISBN 9781859463147
Stock code 68969
guidance on key content and relevant legislation
model letters and worked examples
electronic letter templates available on-line
RIBA Agreements
Conclusion
Purpose of appointment agreements:
properly engage Architect within a framework offering a
degree of legal certainty
avoid misunderstandings & disputes
define payment arrangements and retain copyright
enable a successful client-architect relationship
Clarify the respective undertakings of the parties
Some questions:
Do you regularly use a standard form of appointment
agreement?
Do you meet resistance from clients to the use of
standard appointments, and if so what are their
concerns?
Have you yet used the RIBA Agreements 2010 and what
has been your experience?
How much variation is there in the scope of services
which clients wish you to provide?
Do you adopt processes for work stage sign-off by your
clients within your quality management procedures?
Sir Christopher Wren
RIBA
Dame Jane Drew
RIBA
Jacques Herzog
RIBA

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Formats disponibles

Appointment Contracts

RIBA Agreements 2010 (2012 revision)

avoid misunderstandings & disputes

The RIBA Agreements 2010 replace the RIBA SFA/99/2004

Assistants in the office

Sir Alfred Waterhouse

Sir Albert Richardson

Office of Hugh Casson

Post Practical Completion

Domestic Project Agreement 2010 Architect

Obligations and Authority of the Architect: Duty of Care

Obligations and Authority of the Architect: Duty to Inform

Obligations and Authority of the Architect: Collaboration

Obligations and Authority of the Architect: authority

Obligations and Authority of the Client: information,

Obligations and Authority of the Client: instructions

Obligations and Authority of the Client: time and cost

Options in the event of non-payment of fees:

Image courtesy of FreeDigitalPhotos.net

Enquiry and negotiations

Fee adjustment (clause 5.8.1):

Project budget, demonstrating the costing of the original scope of

Concise Conditions of Appointment for an Architect:

Conditions of Appointment for an Architect for a Domestic

clause 6.1 amended to extend copyright entitlements to

clause 6.3 amended to make it clear that copying and use

clauses 6.3 and 8.2 amended to improve the

clause 8.2 amended to extend the right to terminate in the

ARB codes of conduct requirements

feasibility study, building survey or accessibility audit

Sir Christopher Wren

Dame Jane Drew

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