Parallel Architecture
Conditions of Appointment
1. Definitions and Interpretation
Consultant: the person or organisation that the Client appoints to perform the Services, being the company named in the Contract Details.
Basic Fee: the fee for the Services excluding VAT and any additional charges, such as expenses, disbursements, etc.
Building Contract: the contract between the Client and the Contractor for the construction of the Project.
Building Regulations: the Building Regulations 2010 as amended.
CDM Regulations: the Construction (Design and Management) Regulations 2015 and any guidance issued, amended or replaced from time to time by the Health and Safety Executive.
CDM Principal Designer and Building Regulations Principal Designer: separate statutory roles — the first under the CDM Regulations 2015 (management of health and safety in the pre-construction phase), the second under Part 2A of the Building Regulations 2010 (compliance of the design and building work with the Building Regulations). Appointment to one is not appointment to the other.
Express Appointment: a role is ‘expressly appointed’ only where the Schedule of Services and Fees names the role, states that it is included, identifies the relevant statutory regime, and states the fee or charging basis for that role. A general reference to design services, Building Regulations drawings, site visits, contract administration, co-ordination, responses to requests for information (RFIs) or attendance at meetings does not amount to appointment to any Principal Designer, Principal Contractor, project manager, clerk of works, site supervisor, health and safety adviser or construction-compliance role.
Construction Use Date: the date on which any drawing, specification or other information prepared by the Consultant is first issued, released, tendered, relied upon or used for construction.
End of Design Appointment: the earliest of: completion of the agreed design-stage Services; issue of the final agreed construction information; written appointment of another competent Building Regulations Principal Designer; novation; termination; or written confirmation from the Consultant that its design-stage appointment has ended.
Client: the person referred to in item A of the Contract Details, including the Client’s Representative where one is appointed with authority to act on the Client’s behalf.
Construction Cost: the Client’s target cost for the building works as specified in the Project Brief (being the Client’s initial budget), and subsequently the latest estimate approved by the Client or, where applicable, the actual cost of constructing the Project. It excludes VAT, professional fees, the cost of resolving any dispute, the Client’s legal and in-house expenses and any loss and/or expense payments made to the Contractor.
Contractor: the party referred to as the Contractor in the Building Contract.
Principal Contractor: a contractor appointed by the Client as Principal Contractor under the CDM Regulations and/or the Building Regulations.
Schedule of Services / Project Brief / Contract Details: the scope, brief and details set out in the Consultant’s fee proposal, which is incorporated into the Contract.
Services: the professional services to be performed by the Consultant specified in the Schedule of Services, which may be varied by agreement.
Where an action is required within a specified period of days from a specified date, that period commences immediately after that date and includes Saturdays and Sundays but excludes public holidays. This Agreement is subject to the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
2. Consultant’s Services
The Consultant shall exercise reasonable skill, care and diligence in accordance with the normal standards of the Consultant’s profession in performing the Services and discharging its obligations under this Condition 2.
The Consultant shall: perform the Services with due regard to the Client’s requirements; advise on progress and of any issue that may materially affect the delivery, cost or quality of the project; act on behalf of the Client in the matters set out or implied in this Agreement; if acting as Contract Administrator, exercise impartial and independent judgement between the Client and the contractor; collaborate with any Other Persons appointed by the Client; and make no material alteration to the approved design without the Client’s consent, except in an emergency.
The Consultant does not warrant or guarantee that the design will be fit for any particular purpose, that planning permission or other approvals will be granted (or granted within any timescale), that the Project will be achieved within any budget or programme, or that the building work as constructed will comply with the Building Regulations, except to the extent directly caused by the Consultant’s own breach of this Agreement.
Subject to the Client’s reasonable requirements for privacy, security and confidentiality, the Consultant may photograph and publish images of the Project, provided that the Client’s address and personal information are not published without the Client’s consent.
3. Client’s Responsibilities and Dutyholder Appointments
The Client shall: advise the Consultant of the requirements and of any subsequent changes; provide, free of charge, information in the Client’s possession or reasonably obtainable which is necessary for the proper and timely performance of the Services (and the Consultant shall be entitled to rely on it); give decisions and approvals necessary for the performance of the Services; and may issue reasonable instructions to the Consultant.
The Client shall appoint and pay any Other Persons required to perform work or services under separate agreements, including any statutory dutyholders required for the Project, and shall hold the contractor(s), not the Consultant, responsible for the proper carrying out and completion of construction works.
Before any information is issued, tendered, relied upon or used for construction (the Construction Use Date), and before any works commence on site, the Client must ensure that all required CDM and Building Regulations dutyholder appointments have been made in writing and must provide the Consultant with evidence of those appointments. The Consultant’s appointment to any such role is governed by the Principal Designer Roles section below.
The Consultant is entitled to rely on information provided by the Client, the structural engineer, M&E consultant, contractor, principal contractor, approved inspector / building control body, surveyors and other consultants, without independent verification.
4. Assignment
Neither party shall assign the benefit of this Agreement without the prior written consent of the other, which shall not be unreasonably withheld or delayed. The Consultant shall not sub-contract performance of any part of the Services without the Client’s prior consent, which shall not be unreasonably withheld or delayed.
4A. Identity of the Consultant, the ‘Parallel Architecture’ trading name and sub-contracting between practices
4A.1 Parallel Architecture is a trading name only. ‘Parallel Architecture’ is a shared, unincorporated trading name and brand used independently by Robbie Thompson Design Ltd (company trading as Parallel Architecture) and by James Nicholson Design Ltd, each of which is a separate limited company carrying on business in its own right. Parallel Architecture is not a legal entity, partnership, limited liability partnership, joint venture, consortium or association, and nothing in the use of that name, in any branding, correspondence, proposal or document, creates or is intended to create any such relationship between the two companies or with the Client.
4A.2 The Consultant is the sole contracting party. The Consultant for this appointment is the single company named as the Consultant in the Contract Details. That company alone contracts with the Client, is appointed by the Client, and is responsible to the Client for the Services. No other company, person or practice is a party to this Agreement, whether or not it carries out any part of the Services or corresponds with the Client under the Parallel Architecture name.
4A.3 Sub-contracting between the practices. The other practice (and/or its personnel) may, with the Consultant’s authority, carry out or assist with part of the Services as a sub-contractor or sub-consultant to the Consultant, and either practice may correspond with the Client under the Parallel Architecture name for convenience. Any such involvement is undertaken for and on behalf of the Consultant and does not make the other practice a party to this Agreement or the Client’s consultant. So far as legally permissible, the Client agrees that no duty or liability is assumed by the other practice to the Client by reason only of that other practice assisting with the Services or corresponding under the Parallel Architecture name. The Consultant remains responsible to the Client for the Services as if it had performed them itself.
4A.4 No agency or holding-out. Neither company is the agent, partner or representative of the other, and neither has authority to enter into commitments binding the other. Correspondence issued under the Parallel Architecture name binds only the Consultant named in the Contract Details. Where reasonably requested, the Consultant will confirm in writing which company is the contracting Consultant for the Project.
4A.5 Client recourse; several liability between practices. The Client’s contractual recourse in respect of the Services is against the Consultant named in the Contract Details only, subject always to Condition 8 (Liability and Insurance) and Condition 9 (Net Contribution). The Client shall have no contractual claim against the other practice merely because that other practice uses the Parallel Architecture name, assists with the Services, or corresponds with the Client under that name. As between Robbie Thompson Design Ltd and James Nicholson Design Ltd, liability is several and not joint, and any apportionment, contribution or indemnity between them is a matter between those companies only.
4A.6 Professional indemnity insurance. Each of Robbie Thompson Design Ltd and James Nicholson Design Ltd maintains its own professional indemnity insurance in accordance with Condition 8. The Client’s contractual claim in respect of the Services is against the Consultant named in the Contract Details only, and the professional indemnity insurance relevant to that contractual appointment is the insurance maintained by that Consultant.
4A.7 Matters between the practices. Any arrangement, apportionment, contribution or dispute between Robbie Thompson Design Ltd and James Nicholson Design Ltd (including as to fees, sub-contract payments, or responsibility for any loss) is a matter solely between those two companies. It does not affect, increase or extend the Consultant’s liability to the Client, does not concern the Client, and gives the Client no rights against either company beyond those it has against the named Consultant under this Agreement.
4A.8 Project documents. The Consultant shall identify the contracting company in the proposal, appointment, invoice and, where reasonably practicable, project correspondence. Use of the Parallel Architecture name alone shall not alter the identity of the Consultant.
5. Fees and Expenses
Fees, including any additional or other services, shall be calculated and charged as set out in the Schedule of Services and Fees and paid in instalments on a monthly basis or on completion of the various stages of the works. The Consultant reserves the right to request payment of all due fees prior to submission of the Planning Application, Building Regulations application or the issuing of drawings and documents for tender.
Time charges, where agreed, are the time reasonably spent multiplied by the specified hourly or daily rate (including travel time to and from the Consultant’s office). Lump sums, time-charge rates, mileage and printing are revised every 12 months in line with the Consumer Price Index, each period commencing on the anniversary of commencement of the Services.
The Basic Fee shall be adjusted (including due allowance for any loss and/or expense) if material changes are made to the Brief, the latest approved estimate of the cost of the building work, the programme, or where the Services are varied by agreement. If the Consultant incurs extra work or expense for reasons beyond its reasonable control — including work not included in the building cost, varying work already substantially commenced or completed, redesign after sign-off, or delay/disruption beyond its control — additional fees are charged on a time basis. This does not apply where the change arises from the Consultant’s breach.
The Client shall reimburse expenses as specified in the ‘Staged Payments’ section of the fee proposal. The Consultant shall keep records of time and expenses and make them available on reasonable request, and shall issue accounts at the intervals specified, stating amounts due and the basis of calculation.
Payment becomes due on the date of issue of the Consultant’s account; the final date for payment is 14 days from issue. The Client must raise any query about an invoice within 7 days of issue, and must pay any undisputed amount by the final date for payment. If the Client intends to withhold payment of any part of an amount, the Client must give written notice on or before the due date stating the amount and reasons; otherwise the amount due is the amount stated in the account.
Interest will be charged only on sums properly due and unpaid after the final date for payment, at 8% over the Bank of England rate current when payment became overdue, together with reasonable recovery costs. The successful party in any claim is entitled to its reasonable costs as determined by negotiation, mediation or tribunal. In addition to fees and expenses, the Client shall pay any VAT chargeable on the Consultant’s fees and expenses.
6. Release of Information
For most projects, drawing information is released in stages that normally correspond with the staged payments in the fee proposal; the stage fee becomes payable prior to the issue of each stage:
- Feasibility — pre-planning for design refinement and client input (deposit due prior to commencement).
- Planning — for planning application submission (planning stage payment usually due).
- Co-ordination — for co-ordination with the design team.
- Building Regulations — for plans check by building control (final stage payment usually due).
- Tender — for pricing by quantity surveyor or contractors.
- Construction — completed design information for construction.
Each issue is marked with its status (e.g. Draft, For Client Review, For Planning, For Building Control, For Co-ordination, For Tender, or For Construction). Only information expressly marked ‘For Construction’ may be used for construction, and only after the required CDM and Building Regulations dutyholder appointments have been confirmed in writing. Information marked ‘For Building Regulations’, ‘For Tender’, ‘For Co-ordination’, ‘Preliminary’, ‘Draft’ or similar is not issue for construction and must not be used for construction.
No information will be issued for construction until the Client has appointed (and provided written evidence of) the CDM Principal Designer and, where different, the Building Regulations Principal Designer, all other necessary consultants have produced their design information, and any necessary additional surveys or information have been provided. Construction information is only released as part of the pre-construction information pack co-ordinated by the appointed CDM Principal Designer. If any person uses information not marked ‘For Construction’, or uses information before the required appointments are confirmed, for construction purposes, they do so without reliance on the Consultant and at their own risk.
The Contractor and Principal Contractor must satisfy themselves that the Consultant’s information is suitable for the Contractor’s construction methods, sequencing, temporary works, procurement and site conditions.
7. Copyright Licence
The Consultant owns the copyright in the drawings and documents it produces and asserts its moral rights as author. Provided that all fees and amounts properly due are paid and the relevant construction-stage dutyholder appointments are in place, the Client has a licence to copy and use (and to allow Other Persons providing services to the Project to copy and use) the drawings and documents only for purposes related to the construction of the Project or its subsequent use or sale; they may not be used to reproduce the design for any extension of the Project or any other project. The Consultant is not liable for any use of the drawings and documents other than the purpose for which they were prepared. No part of any design may be registered by the Client without the Consultant’s written consent.
8. Liability and Insurance
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot lawfully be excluded or limited.
Subject to the paragraph above, no action arising out of or in connection with this Agreement shall be commenced after six years from the date of the last Services performed or, if earlier, practical completion, or such earlier date as prescribed by law. The Consultant’s total aggregate liability shall not exceed the amount recoverable under the Consultant’s professional indemnity insurance in place at the time, provided the Consultant has notified its insurers of the relevant claim(s) as required. No employee or agent of the Consultant shall be personally liable to the Client for any negligence, default or other liability arising from performance of the Services.
The Consultant shall maintain professional indemnity insurance of not less than £1,000,000 until at least the expiry of the period above, provided such insurance remains available on commercially reasonable terms, and shall on reasonable request produce a broker’s letter or certificate confirming it.
9. Net Contribution
The liability of the Consultant shall not exceed such sum as it is just and equitable for the Consultant to pay having regard to the extent of its responsibility for the loss and/or damage, on the assumptions that: all other consultants, contractors and persons have given the Client contractual undertakings on terms no less onerous than the Consultant’s; there are no exclusions or limitations of liability nor joint/co-insurance provisions between the Client and any such person; and all such persons have paid the Client the sums it would be just and equitable for them to pay having regard to their responsibility for that loss.
10. Rights of Third Parties
Except that employees, officers, directors, agents and sub-consultants of the Consultant may rely on the exclusions and limitations of liability in Condition 8 and this Condition 10, no person who is not a party to this Agreement has any right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.
11. Suspension or Termination
Either party may suspend or end performance of the Services on at least 7 days’ written notice stating the reason (the Consultant’s reasons include, but are not limited to, the Client’s failure to pay amounts due). If a default is remedied, the Consultant resumes within a reasonable period; if not remedied, the Agreement ends on at least 7 days’ further written notice. Where the Client suspends and does not resume within 3 months, the Consultant may treat the affected Services as ended on at least 7 days’ further written notice.
The Consultant may additionally suspend the Services, withhold construction-issue information, decline to attend site and decline to respond to construction-stage requests where the Client has failed to provide written evidence of the required CDM and Building Regulations dutyholder appointments.
12. Dispute Resolution
In the event of any dispute the parties may attempt to settle the matter by negotiation or mediation, or start court proceedings at any time. Where the statutory right to adjudication applies, either party may refer a dispute to adjudication; where it does not apply, the parties may agree to adjudication under the Construction Industry Council procedure. Any adjudicator may allocate the costs of the adjudication between the parties.
13. Consumer’s Right to Cancel
A consumer Client has the right to cancel this Agreement within 14 days starting the day after the Agreement is made, where such cancellation rights apply. The notice of cancellation may be given by delivery or by sending it (including by email) to the Consultant, and is deemed served when posted or sent.
If the Client expressly requests the Consultant to begin the Services during the 14-day cancellation period, the Consultant may charge a reasonable amount for the Services performed up to the date cancellation is received. If the Services are completed in full during the cancellation period following the Client’s express request to proceed, the Client may lose the right to cancel.
14. Principal Designer Roles, Dutyholder Appointments and Construction-Stage Exclusion
In plain terms
There are two separate ‘Principal Designer’ roles and they are different. (1) The CDM Principal Designer plans, manages, monitors and co-ordinates health and safety during the pre-construction phase under CDM 2015 — we do not take this role unless we are expressly appointed to it in writing; you must appoint a competent person, which can be your builder provided they are competent. (2) The Building Regulations Principal Designer concerns compliance of the design with the Building Regulations — where we are the designer in control of the design work and no one else is appointed, we act in this role for the design stage. We continue as Building Regulations Principal Designer through the construction stage only where you expressly appoint us to that role for the construction stage (named, with a fee, in the Schedule of Services and Fees). Construction-stage support, periodic site visits, contract administration or attendance at meetings do not, by themselves, make us Building Regulations Principal Designer for the construction stage. Where we are not expressly appointed to that role, it ends when the design is handed over and you must appoint a competent person for the construction stage. Full information on your duties is in the section ‘Your statutory duties as a Client’ below and on our CDM & Principal Designer information page.
The detail
14.1 Separate roles. CDM Principal Designer and Building Regulations Principal Designer are separate statutory roles. Appointment to one is not appointment to the other.
14.2 No implied appointment. The Consultant is not appointed to any statutory dutyholder role unless the Schedule of Services and Fees expressly names that role, states that it is included, identifies the relevant statutory regime, and states the fee or charging basis (an ‘Express Appointment’). No such appointment is implied from the Consultant’s appointment as architect or designer, or from contract administration, co-ordination, issue or review of drawings or information, site visits, attendance at meetings, or responses to requests for information.
14.3 CDM Principal Designer excluded. The Consultant does not act as CDM Principal Designer, and does not take on the domestic client duties under CDM 2015, unless expressly appointed in writing. No agreement to take on those client duties shall be implied from the Consultant’s involvement in the Project. Where the Consultant is appointed as CDM Principal Designer, that service is provided under a separate CDM appointment (see https://parallelarchitecture.co.uk/cdm-terms-and-conditions ).
14.4 Client must appoint another. Where the Consultant is not expressly appointed, the Client must appoint another competent person to act as CDM Principal Designer where required by CDM 2015. This may be another designer or the contractor / principal contractor, provided legally valid and competent.
14.5 Building Regulations Principal Designer — design stage. Where the Consultant is the designer in control of the design work and no other Building Regulations Principal Designer is appointed, the Consultant acts as Building Regulations Principal Designer for the design (pre-construction) phase, taking reasonable steps so that the design, if built in accordance with the Consultant’s issued information, would comply with the relevant requirements of the Building Regulations. Unless the Consultant is expressly appointed for the construction stage under clause 14.6, this role ends at the End of Design Appointment and the Client must then appoint a competent Building Regulations Principal Designer (which may be the Principal Contractor or contractor, if competent) for the construction stage.
14.6 Building Regulations Principal Designer — construction stage (express appointment only). Construction-stage support, periodic site visits, contract administration, responses to requests for information or attendance at meetings do not, of themselves, constitute appointment of the Consultant as Building Regulations Principal Designer for the construction stage. The Consultant acts as Building Regulations Principal Designer for the construction stage only where the Schedule of Services and Fees expressly states that the Consultant is appointed to that role for the construction stage, identifies the statutory regime (Part 2A of the Building Regulations 2010, as amended), and states the fee or charging basis for it (an ‘Express Appointment’ as defined in clause 1). Where no such Express Appointment is made, the Consultant’s Building Regulations Principal Designer role (where it arises under clause 14.5) ends at the End of Design Appointment, and the Client must appoint a competent Building Regulations Principal Designer (which may be the Principal Contractor or contractor, if competent) for the construction stage. Where an Express Appointment is made, the role continues only for so long as that appointment continues; if it ends, is suspended or terminated, or the Consultant ceases to attend the Project, the role ends at the same time and the Client must without delay appoint a competent replacement. The Consultant’s holding this role does not extend to, or make the Consultant responsible for, the matters excluded by clause 14.10. Casual, ad hoc or one-off site visits do not amount to appointment to this role.
14.7 Condition precedent to construction use. No information may be used for construction (the Construction Use Date), and no construction-stage services are required of the Consultant, until the Client has provided written evidence of the required CDM and Building Regulations dutyholder appointments.
14.8 Suspension. The Consultant may withhold construction-issue information, suspend the Services, decline site attendance and decline construction-stage requests if the required appointments are not confirmed in writing.
14.9 Indemnity. If the Client, Contractor, Principal Contractor or any other person proceeds with construction without the required CDM or Building Regulations dutyholder appointments in place, or uses the Consultant’s information for construction before those appointments are confirmed, they do so without reliance on the Consultant. The Client shall indemnify the Consultant against all claims, losses, liabilities, costs, expenses, delay, enforcement action, remedial works or additional services arising from or connected with that failure, except to the extent caused by the Consultant’s own negligence, breach of statutory duty or breach of this Agreement.
14.10 No contractor responsibility. The Consultant is not responsible for site health and safety, contractor workmanship, materials, sequencing, temporary works, construction methods, compliance with regulation 7 of the Building Regulations, or the building work as constructed. Ensuring the building work as constructed complies with the relevant requirements is the duty of the Contractor and the Principal Contractor.
14.11 Liability. The Principal Designer roles and the Consultant’s design Services are separate functions. The cap on liability, the net contribution provision and the exclusion of personal liability in Condition 8 apply equally to these roles, and the Consultant’s total liability is not increased by holding any of them.
Position for this appointment: the Consultant is not expressly appointed as Building Regulations Principal Designer for the construction stage, so that role is limited to the design stage and ends at the End of Design Appointment, when the Client must appoint a competent Building Regulations Principal Designer for the construction stage. The CDM Principal Designer role is excluded unless expressly appointed.
Your statutory duties as a client
The information below applies according to whether you are a domestic or a commercial client.
Your statutory duties as a Domestic Client
These dutyholder provisions are drafted for projects in England. Different requirements may apply outside England and will need to be confirmed separately.
Prior to undertaking any services we wish to advise you of duties you have as our client under the CDM Regulations 2015 and the Building Regulations 2010 (as amended by The Building Regulations etc. (Amendment) (England) Regulations 2023). Our designer duties prohibit us from starting design work unless we are satisfied you are aware of your duties.
As a domestic client your duties are to: provide building and pre-construction information you have (or could reasonably obtain) to every designer and contractor appointed or being considered; and co-operate with anyone working on the Project so they can fulfil their duties. Under CDM 2015 your other client duties normally pass to the contractor (on a single-contractor project) or the principal contractor (where there is more than one contractor), unless you appoint someone else in writing to carry them out.
Where more than one contractor will work on the Project, you should appoint in writing a designer in control of the design work as the principal designer, and a contractor in control of the building work as the principal contractor. If you do not appoint a Building Regulations principal designer, the designer in control of the design phase is treated as the Building Regulations principal designer, and the contractor in control of the construction phase as the principal contractor. As set out above, [Robbie Thompson Design Ltd / James Nicholson Design Ltd] acts as Building Regulations Principal Designer for the design stage only; it continues in that role for the construction stage only where separately and expressly appointed to do so in writing (clause 14.6), and does not act as CDM Principal Designer or take on your CDM client duties. You must appoint a competent person — which may be your builder if competent — as Building Regulations Principal Designer and for the CDM duties for the construction phase. Guidance: https://www.hse.gov.uk/construction/cdm/2015/domestic-clients.htm and https://www.hse.gov.uk/pubns/indg411.pdf
Your statutory duties as a Commercial Client
These dutyholder provisions are drafted for projects in England. Different requirements may apply outside England and will need to be confirmed separately.
Prior to undertaking any services we wish to ensure you are aware of the statutory duties you have as our client under the CDM Regulations 2015 and the Building Regulations 2010 (as amended by The Building Regulations etc. (Amendment) (England) Regulations 2023). We recommend you seek legal advice. In summary you must make suitable arrangements for planning, managing and monitoring the Project, allocating sufficient time and resources, so as to ensure: design work is carried out so that the building work, if built, would comply with all relevant requirements; building work is carried out in accordance with all relevant requirements; designers and contractors co-operate to ensure compliance; design and building work is periodically reviewed to identify higher-risk building work; work can be carried out, so far as reasonably practicable, without risk to health and safety; and the facilities required by Schedule 2 of the CDM Regulations are provided.
You must provide building and pre-construction information to designers and contractors (including making them aware of any higher-risk building work) and co-operate with others on the Project. Where more than one contractor will work on the Project you must appoint in writing a principal designer and a principal contractor. We recommend appointing a CDM and Building Regulations principal designer at the earliest opportunity and, in any event, before the building regulations approval application is submitted. As set out above, [Robbie Thompson Design Ltd / James Nicholson Design Ltd] acts as Building Regulations Principal Designer for the design stage only; it continues in that role for the construction stage only where separately and expressly appointed to do so in writing (clause 14.6), and does not act as CDM Principal Designer. You must appoint a competent person — which may be the principal contractor or contractor if competent — as Building Regulations Principal Designer and for the construction-phase CDM duties. Guidance: https://www.hse.gov.uk/construction/cdm/2015/commercial-clients.htm and https://www.gov.uk/guidance/design-and-building-work-meeting-building-requirements