Unfair Contract Terms Discussion Paper

3 June 2024

The ACA has launched a valuable new resource to assist members with their understanding of contracts. Written by lawyer, advisor and contracts expert Phillip Greenham, this comprehensive discussion paper covers everything from warranties, errors, variations, resourcing and time frames to novation, dispute resolution, proportionate liability, IP and moral rights.

Whenever an architect provides services to a client a contract exists.  This contract may be a lengthy written document, a simple letter, a verbal agreement or an agreement arising by implication.

It is often the case, particularly where the project is more substantial, that the contract is prepared by the client. It may be based on an industry standard document or it may be a bespoke document prepared for the client, often by the client’s lawyers  The provisions of such a contract often favour the client and may present considerable challenges for the architect.

Mario Dreosti and the SA Committee have commissioned contracts expert Phillip Greenham to write a comprehensive discussion paper for members. This paper discusses the background to each challenge; identifies common provisions which can give rise to concern; and provides suggestions as to how those common provisions might be amended in order to neutralise or moderate any prejudice to the architect which might arise.

The document covers the following clauses:

  • Warranties
  • Fit for Purpose
  • Errors
  • Client’s Directions
  • Time Frames
  • Resources
  • Variations
  • Set Off
  • Unidentified Variations
  • Response to Consultant’s Breach
  • Limitation of Liability
  • Indemnity
  • Consequential Loss
  • Lead Consultant
  • Client’s Information
  • Client’s Policies
  • Inspection Certificates
  • Intellectual Property
  • Moral Rights
  • Proportionate Liability
  • Dispute Resolution
  • Novation – General
  • Novation – No Deed of Novation Specified
  • Novation – Reporting to Client
  • Novation – Dual Accountability


The Unfair Contract Terms Discussion Paper is available as a reference PDF.

This paper is an ACA member resource, and is only available to members. Members should log in to access it below.

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NOTE: Member Only Content