Client Architect Agreement (CAA2024)

Page contents:

• Agreement documents
• Guidance notes
• Guide letters (optional)
• Architects Acts and Codes of Conduct
• CAA2019 withdrawn from sale
• 2024 Client Architect Agreement: the basics
• • Scope of the Architect's services
  • Cost of the project
  • Time
  • Fees
  • Specialist consultants
  • Copyright and licensing
  • Moral rights
  • Limit of liability
  • Termination
  • Digital data and BIM

Agreement documents

• ↓ 2024 Client Architect Agreement contract (PDF)
• ↓ CAA2024 Schedule pages (Word)

The CAA2024 can be edited digitally or printed, filled-out and amended by hand. 

The digital CAA2024 contract includes editable schedules and signing pages, so you can edit and print professional CAA2024 contracts for use in your practice. Editable versions of the schedules and signing pages are also available digitally in word format.

Once the terms of your engagement are agreed with the client, the schedule forms can be filled in and a copy of the CAA2024 provided to your client for signing.

Back to top

Guidance notes

• ↓ CAA2024 User guide (PDF)
• ↓ Differences between the CAA2019 and CAA2024 (PDF)
• ↓ Information guide to the client (PDF)

The Information guide to the client has been produced to assist the client’s understanding of the key elements of the CAA2024 and your engagement. You can give this to your client at the same time as, or before, you provide them a copy of the CAA2024.

The User guide is intended to give you, the architect, guidance on the contents and effect of the 2024 Client Architect Agreement, suggestions on how you can complete the details in the contract’s Schedules and practical guidance on delivering your services to your client when using the CAA2024’s conditions. It contains more detail than the summaries set out in this note and we recommend all users of the CAA2024 read and be familiar with the User guide.

The User guide is not and should not be taken as a substitute to reading and understanding the CAA2024 contract document.

Back to top

Guide letters (optional)

• ↓CAA2024 Guide letter 1 Introductory letter
• ↓CAA2024 Guide letter 2 Agreement for execution letter
• ↓CAA2024 Guide letter 3 Non-return of executed CAA letter
• ↓CAA2024 Guide letter 4 Second non-return letter
• ↓CAA2024 Guide letter 5 Non-agreement to engage cost consultant letter

The introductory guide letter is intended for use immediately after your initial meeting with a prospective client. It is intended to be a confirmation of everything discussed with the client – it assumes you will forward a draft of the agreement as an attachment to the letter.

The subsequent guide letters 2 to 4 deal with the situation where an engagement is proceeding but the formal agreement has not been signed and returned by the client, and (if applicable) guide letter 5 can be used to confirm and document that the client agrees to not engage a cost consultant to evaluate the estimated and actual cost of the project.

Back to top

Architects Acts and Codes of Conduct

Each state and territory has its own Architects Act and architects regulations (Refer Acumen note Architects Acts). In addition, mandatory codes of conduct have been adopted in some states that architects must comply with.

The CAA2024 has been prepared to be compliant with the various requirements at the time it is published, however, all members should be familiar with the applicable code of conduct and the various obligations to their client, including giving their client a copy of the code of conduct (where applicable).

Back to top

CAA2019 withdrawn from sale

The CAA2024 is an important revision and the CAA2019 has now been withdrawn from sale. We strongly recommend you use the CAA2024 to better protect your interests, avoid misunderstandings or disputes and have a contract that provides flexibility in the commercial and project terms and is simple to understand and compliant with the current codes of conduct in each state and territory.

We strongly recommend you and your team take time to learn the new CAA2024 and its provisions. Also, if your practice uses internal template documents or cover letters that include references to the old CAA2019, you should update those documents promptly for the new CAA2024 document.

Back to top

2024 Client Architect Agreement: the basics

The following information outlines some of the points to be aware of when using the CAA2024, and highlights the major differences between this agreement and the previous CAA2019 agreement.

To help you learn about what is new in the CAA2024 contract and understand what’s changed, we’ve published an explanatory reference table that highlights the main differences in the new CAA2024, as well as briefly explaining why the changes were made.

This information does not deal with every aspect of the agreement and we strongly recommend that you read and understand the CAA2024 contract document and complement your understanding with the User guide.

Back to top

Scope of the Architect's services

The CAA2024 adopts a similar structure and approach to setting out the scope of your service as the CAA2019 – it is laid out in a way that draws the Client’s attention to those services you will perform in a detailed way. Each item of the services you are to deliver can be customised and individually set out in the Schedule A: Scope of Services on pages 9 to 12 of the CAA2024.

The services listed in this schedule can also be customised – you can add, edit and replace them and add new lines as needed, or you can adopt the suggested services listed.

Schedule A has 3 columns: ‘Included’ ‘Excluded’ and ‘Additional’ so that you can clearly capture and identify for your Client what services are included in the fee you’ve agreed from the outset and which services are available at an additional cost or fee (subject to the procedure for a change to the services). Marking a service as 'Additional' is a useful way of indicating to the Client that you are prepared to offer that particular service as an extension of your engagement, but that an additional fee would apply (and will require the parties to action a 'Change to the Services').

We strongly recommend that you clearly identify each line by ticking the respective box. However, for any line item that is unmarked or ambiguous – the provision at the top of Schedule A alerts the parties that any unmarked or ambiguous item is by default excluded from the Services. This way, it’s at your discretion how to correct it or whether to include a service in the Schedule that doesn’t have a clearly marked box. A Client shouldn’t be confused (or attempt to argue) that an unmarked or ambiguous line item should be considered 'included' in the Services for the Fee.

The services you are to provide are listed under two main headings which reflect a ‘typical’ set of core services and those which are often additional or optional. These are labelled as Section A and Section B respectively:

• Section A (page 9 to 11) lists the services you are likely to provide on almost any project if engaged from commencement to completion – referred to as the 'Core Architectural Services'.
• Section B (page 11 to 12) contains a list of the services considered to be 'Additional Architectural Services' but which are commonly offered or required.

Back to top

Cost of the project

The difference between the defined terms Total Project Cost and Cost of Works is spelled out both in the User guide and in the CAA2024 at clause A.3 and the defined terms listed in Section M.

In the CAA2024, the cost of building work and completed cost are a single concept so that forecasts of the cost of building the design are captured in the ‘Cost of Works’. This amount is a forecast amount intended to assist budgeting, that must be adjusted according to the information available up until the time of completion of the project. The Architect is responsible for preparing the forecast and adjusting the Cost of Works, but only those components of the Cost of Works, related to those services the Architect is to perform, which go to the design.

In contrast, the Total Project Cost is a ‘total’ budget amount which the Client is responsible for managing. It includes the Cost of Works, but also project costs which are not related to the Architect's services, eg financing, landscaping, loose furnishings.

See the User guide for a more thorough explanation of these terms.

You are not responsible for monitoring or controlling the Total Project Cost for the Client.

It is important not to take control of or manage matters which are outside your responsibility under the agreement as set out in Schedule A: Scope of Services.

Such matters are likely to be outside your architectural expertise or not considered part of the Architect's services for which your liability is covered by professional indemnity insurance. It is preferable to make clear what is not in the Architect's range of skills and suggest the Client consults someone with the required expertise for these items.

You should explain to your Client the basis of the fee calculation you have proposed. If the Client is to engage the specialist consultants, you may anticipate with the Client what range of potential fees might be payable for those consultants. To assist, you may give your Client a copy of the Information guide to the client.

Your Client agrees to and is bound by the budget for the Cost of Works, subject to agreed adjustments in accordance with the agreement as the project moves forward. This could be due to Client or consultant advice, tenders or offers received, or adjustments arising during construction. Your forecasts (and revised forecasts) of the Cost of Works are not contractually binding as a guaranteed estimate and your Client needs to understand this distinction.

The Cost of Works does not include GST. This figure is the basis for calculating percentage fees under the agreement. Calculating a fee as a percentage of a GST-inclusive figure may prompt allegations from the Client of ‘double-dipping’.

Back to top

Time

It is advisable to promptly agree with the Client a program for delivery of the services according to the Client's own program (clause A.4). Once a program is in place, if the Client fails to give you key information, provide confirmations or perform certain actions to facilitate that program, which delay the Architect's services, these fall under the causes beyond the Architect's control that can trigger the Protracted Services provisions under clause A.5. Although there is a right to additional fees and a reasonable extension of the agreed program, there is no provision for their calculation according to a set formula. The amount of the fees and extension of time need to be negotiated between you and the Client, following the procedure set out at clause A.5.1.

Back to top

Fees

The CAA2024 Schedule B now accommodates calculating fees by various units of time, such as daily and monthly, not just hourly.

More flexibility has been introduced in CAA2024 for payment terms and interest charges:

Item 7A has been added so you can specify your preferred payment timeframe. If nothing is stated, the default is 10 business days.

Item 7B allows you to select the interest rate on late payments. If nothing is stated, the applicable interest rate is 15% per annum, calculated for each day an invoice (or invoiced amount) is overdue.

When completing Schedule B, Item 1 of the agreement, if you intend to charge different bases for your Fees, you will need to make the fee basis abundantly clear to avoid misunderstandings or disputes. For example , you might negotiate percentage fees for the services under a given services heading in Item 1, but a lump-sum fee or time-based rates is to apply to sub-services listed in Schedule A.

Schedule B is editable, so you may consider editing the Item 1 table of headings to also list a sub-service and the different, corresponding Fee type that will apply for that sub-service.

Confusion could also arise where you have negotiated a combination of percentage fee and time-based rates or lump sum and time-based rates for services under any given sub-services heading (eg A.3 Town Planning/Development Application at time-based rates, but then A.3 Co-ordinate preparation of an updated forecast of the Cost of Works as a lump-sum).

Fees are a common source of discontent or dispute for clients, so it is advisable to take the time to explain to your client the method you will be charging your fees by.

You can edit the Schedule B, Item 1 to capture this, or include a list or table in the Schedule C: Special Conditions that sets out each services item that has a unique fee method.

The CAA2024 provides for a Mobilisation Fee in Schedule B, Item 1: Lump Sum Fee, listed as item A.0. This fee is provided as a fixed, lump-sum amount only. This is clearly defined as a pre-payment of your Services that are to be delivered. Note that some of the Codes of Conduct limit the amount of any deposit-type payment (which may include the Mobilisation Fee), relative to the overall Fee—and other Codes may prohibit requesting a deposit or an ‘up-front’ or similar fee.

Back to top

Specialist consultants

A flexible approach is adopted, allowing for either the Client or Architect to engage consultants. If the Client engages the consultant, the Client must do so on the terms in clause E.1.3.

If the Client engages the specialist consultants, you have a contractual right to coordinate them and the benefit of their deliverables.

If you are to engage a subconsultant directly, on the Client’s behalf, we recommend that you use the Institute’s Architect Specialist Consultant Agreement 2017.

Back to top

Copyright and licensing

Basically, you own the copyright and you give a license right to the Client to use the design on payment of the Fees. You also have the right to revoke the copyright licence if the Client tries to transfer it to another owner and has not paid your invoices, or tries to use your design in any other way other than to build the project on the elected Site (without your prior permission).

The scenario to be wary of, is where there is a development approval and the Client intends to sell the Site with the benefit of the approval. The current law has confirmed that where nothing else limits or affects the licence arising by implication from the creation of the design, the development approval and the intellectual property in the design embodied in it go with the sale of land, despite what the agreement was between the original Client and the Architect.

The express wording of the CAA2024 is designed to preclude the Client using the design and passing it on to a third-party purchaser or a court from implying a licence arising from the Architect's engagement in favour of the Client or its purchaser of the land. The CAA2024 gives the Client an express licence but limited by the specific conditions set out in clause F.1.2. It also gives you further protections if you, the Client or a third party ever ended up in legal action over the use or misuse of The Design . These protections also include a narrow and specific indemnity in your favour, if the Client breaches the key limitations and prohibitions on your copyright and the licence you will be giving.

Back to top

Moral rights

The CAA2024 provides for the Architect to nominate the way the project will be attributed (the ‘form of attribution’). This form binds both Architect and Client to use this form of words for public information they put out about the project including entering the project in the Institute’s Architecture Awards program. Remember, you must obtain the necessary consents from all the authors of the design before you can specify a form of attribution for you or your practice.

See also Acumen notes on Copyright and Moral rights.

Back to top

Limit of liability

Clause G.2 contains a limit on the liability you may come to owe to your Client. This is a contractual way of allocating risk between the parties and is prudent risk management. The limit is the amount you recover under your professional indemnity (PI) insurance in the event of a claim, after a contribution or excess you pay to your insurer. We consider this a fair limitation between the Architect and Client because it shouldn’t leave you out of pocket under the PI insurance policy you must have in place, unless your PI coverage is too low.

The more comprehensive information provided in the User guide should be carefully considered as well as the information on Limitation of liability. Your Client may request that the limitation on liability be changed or deleted. We strongly recommend that you never agree to change this clause G.2, whether in a Special Condition or any other way. If your Client insists, you should get legal advice.

If you are directly engaging consultants on behalf of the Client, you should very carefully consider the proportionality between the limit of liability you agree to provide those consultants and the limit on liability you have agreed with your Client under the CAA2024. If in doubt, get legal advice and contact your insurance broker.

Back to top

Termination

The CAA2024 sets out clear termination rights, the conditions for the termination right to apply and the procedure the parties must then follow. It now allows both parties the right to terminate for no reason (formerly, this right was only provided to the Architect). CAA2024 provides termination rights for three different scenarios:

• A. By either party: without needing a reason (subject to conditions) clause K.2.
• B. By the Architect: for breach by the Client of a material provision (such as paying invoices and the ‘Client obligations’) — clause K.1.
• C. By the Client:
  • i. for breach by the Architect of specific professional obligations and the Architect has not remedied the breach — clause K.3.2.
  • ii. for insolvency/bankruptcy of the Architect — clause K.3.1.

In all cases, the party terminating must give notice to the other party and then a notice period applies before the termination date takes effect. Termination under different scenarios requires different notice periods. Refer to the CAA2024 to ensure that you strictly comply with these timeframes if you are giving a termination notice; or to ensure the Client is strictly complying with the required notice.

Be aware of which termination right is being exercised, because although the termination procedures may look similar, they are not the same. In all cases if a termination right is being exercised, it is advisable that both parties get independent legal advice.

In the Architect's favour, the termination procedures (as applicable) make it clear that the Client must pay or reimburse the Architect for all Services delivered, those costs or expenses incurred that section K permits, and all additional Services needed up to and including the date of the termination.

Back to top

Digital data and BIM

The CAA2024 clearly deals with electronically transmitted data, default digital formats as well as Building Information Modelling (BIM), if used on the project. See clauses F.4 and F.5. The default digital file format between you and your Client is PDF and you are entitled to charge an agreed fee for converting files or providing files in a different digital format.

Back to top