RIBA Professional Services Contracts 2020
RIBA Professional Services Contracts 2020: Standard, Concise, Principal Designer, Sub-Consultant, Client Advisor, and Domestic Forms. Royal Institute of British Architects, 2020.
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Why This Matters for Part 3
The RIBA PSC 2020 is the standard form for architect appointments and is referenced in almost every Part 3 scenario. Examiners test: the net contribution clause and its interaction with joint and several liability; the scope definition and additional services regime; payment provisions; PII obligations; dispute resolution; and the Principal Designer service schedule.
The RIBA PSC 2020 suite replaced the RIBA Standard Agreement 2010. The Standard Form is for larger, complex projects; the Concise Form for smaller projects; the Principal Designer Form specifically for PD appointments under CDM 2015 and/or BSA 2022. All forms incorporate the HGCRA 1996 payment provisions and use a Services Schedule to define the scope of services precisely. The 2020 forms introduced updated PII provisions, net contribution clauses as standard, and new schedule provisions for BIM, novation, and sub-consultants.
Appointment Structure
Services Schedule
RIBA PSC 2020 clause 2; Schedule of Services
The scope of the architect's services is defined in the Schedule of Services, not in the body of the contract. The Schedule uses the RIBA Plan of Work 2020 stage structure. Services that are within scope are listed; anything not listed is Additional Services. The boundary between included services and additional services is a major source of fee disputes, so the Schedule must be drafted with precision.
A common oral exam question: 'Your client claims you should have provided [service X] under your appointment. How do you respond?' The answer is always: go to the Schedule of Services. If it's not listed, it's Additional Services and requires a separate written agreement and fee.
Additional Services
RIBA PSC 2020 clause 2.3
Additional Services are services not included in the Schedule of Services. The architect may only provide Additional Services if the client agrees in writing to the scope and fee. Common Additional Services: party wall advice; expert witness; BREEAM assessment; planning appeals; Heritage Impact Assessments; post-occupancy evaluation. If the architect provides Additional Services without a written agreement, they may struggle to recover the fee.
Architect's Obligations
RIBA PSC 2020 clause 5
The architect must perform the services with reasonable skill, care, and diligence (the standard imposed by Supply of Goods and Services Act 1982 s.13). The PSC does not impose a fitness-for-purpose obligation on the architect's design. This is a higher standard that would be inconsistent with PII. Fitness-for-purpose clauses in bespoke appointments should be resisted.
If a client attempts to insert a fitness-for-purpose obligation: refuse, or at minimum consult PII insurer. Most PII policies specifically exclude fitness-for-purpose liability. Accepting such a clause could invalidate cover.
Fees and Payment
Fee Basis
RIBA PSC 2020 clause 6; Schedule of Fees and Expenses
Fees may be structured as: lump sum per stage; percentage of construction cost; time charge; or a combination. The Schedule of Fees and Expenses sets out the agreed basis. Lump sums are most common and create the clearest scope/fee boundary. Percentage fees are increasingly rare as they create a potential conflict of interest (the architect benefits from increased project costs).
Payment Provisions and HGCRA
RIBA PSC 2020 clause 6.5–6.8; HGCRA 1996
The PSC 2020 incorporates the HGCRA 1996 payment notice regime. Invoices are submitted at the agreed intervals (typically monthly or stage-based). The client must issue a payment notice within 5 days of the due date; if they wish to pay less, they must serve a pay less notice ≥7 days before the final payment date. As with JCT, failure to serve a valid pay less notice means the full invoiced sum must be paid.
Expenses and Disbursements
RIBA PSC 2020 clause 6.9; Schedule of Fees and Expenses
Reimbursable expenses (travel, printing, specialist software) should be listed in the Schedule with any agreed caps or uplifts. If expenses are not specified, disputes arise over what is reasonable. Best practice: specify all anticipated expense categories at appointment stage.
Liability
Net Contribution Clause
RIBA PSC 2020 clause 8.6
The net contribution clause limits the architect's liability to only their proportionate share of any loss, taking into account the contributions of other consultants and contractors who were also responsible. Without this clause, joint and several liability could make the architect liable for 100% of the loss even if other parties were primarily responsible and have since become insolvent.
This is one of the most important clauses for professional practice. Examiners frequently ask: 'A client deletes your net contribution clause. What is the effect and what should you do?' Answer: the architect becomes exposed to joint and several liability; consult PII insurer before agreeing; the clause is generally enforceable in commercial contracts under UCTA 1977.
Liability Cap
RIBA PSC 2020 clause 8.5
The Standard PSC 2020 allows parties to agree a financial cap on the architect's liability. The cap must be a genuine pre-estimate of the maximum recoverable loss, not a nominal figure designed to defeat claims. The cap should be set at the level of PII cover available, not below it. Otherwise the PII policy provides cover the appointment prevents the client from claiming.
Indemnity and Insurance
RIBA PSC 2020 clause 8; ARB Code 2025 Standard 7
The architect must maintain PII appropriate to the services performed throughout the appointment and for 6 years (simple contract) or 12 years (deed) after completion. The PSC includes an indemnity from the architect to the client for losses arising from the architect's breach. The indemnity is qualified by the net contribution clause and any liability cap.
Intellectual Property and Copyright
RIBA PSC 2020 clause 7
Copyright in all drawings and documents produced by the architect vests in the architect by default under the Copyright, Designs and Patents Act 1988. The PSC grants the client a licence to use the copyright works for the purposes of the project. This licence is conditional on payment of fees. If the client fails to pay and terminates, the licence may be revoked (subject to the terms of the PSC). Copyright in the architect's designs does not transfer to the client unless explicitly agreed.
Common trap: 'The client has terminated the appointment and wants to use your drawings to complete the project with another architect. What are your rights?' Answer: The licence is conditional on payment. If fees are unpaid, you may be entitled to revoke the licence. Take legal advice, but do not simply hand over copyright.
Termination and Disputes
Termination by the Client
RIBA PSC 2020 clause 7.2
The client may terminate the architect's appointment at any time for convenience by giving reasonable notice (the PSC specifies 30 days, but this can be varied). On termination, the architect is entitled to fees for services performed to the date of termination, plus reasonable costs incurred in winding up the appointment. The client cannot terminate to avoid paying for work already done.
Termination by the Architect
RIBA PSC 2020 clause 7.3
The architect may terminate the appointment if: the client fails to pay a sum properly due; the client materially breaches the appointment and fails to remedy the breach within 14 days of written notice; or the project is suspended for more than 6 months. After termination by the architect, the client remains liable for all fees and costs to the termination date.
Dispute Resolution
RIBA PSC 2020 clause 9
The PSC 2020 includes a tiered dispute resolution clause: (1) senior representative negotiation (30 days); (2) mediation (if senior negotiation fails); (3) adjudication (statutory right under HGCRA 1996); (4) arbitration or litigation as stated in the Contract Particulars. Adjudication is the most commonly used mechanism for fee disputes. It is fast (28-day decision), binding on an interim basis, and relatively inexpensive.
Net contribution clause deletion and joint and several liability exposure
Scenario
You are appointed as architect on a £1.2m residential development under RIBA Standard PSC 2020. The client's solicitors have struck out the net contribution clause (clause 8.6) and the liability cap (clause 8.5), replacing them with 'the architect accepts unlimited joint and several liability for all losses arising from the project.' The structural engineer on the project is a small two-person practice with PII of only £250,000. Your PII cover is £2m. The project completes and two years later a structural defect causes £600,000 of remediation cost. The structural engineer has since become insolvent.
Analysis
Without the net contribution clause, you are exposed to joint and several liability for the full £600,000, even though the structural defect was primarily the SE's responsibility. The SE is insolvent so their PII is the only recovery source, and at £250,000 this is insufficient. The client would therefore pursue you as the architect for the full balance. With the net contribution clause in place, your liability would have been limited to your proportionate share, perhaps 20 to 30% if the defect was primarily the SE's error. The deletion of the clause is directly responsible for your increased exposure. Your PII insurer may have grounds to refuse to indemnify you for losses above their view of your proportionate contribution, depending on the policy terms. The unlimited liability clause accepted in the appointment may also be in breach of your policy conditions.
Outcome
This scenario illustrates why the net contribution clause is non-negotiable for most PII insurers. The lesson: before accepting appointment terms that delete or materially alter the net contribution clause, obtain written confirmation from your PII insurer that they will indemnify you under the altered terms. If they will not, decline the amendment.