knowledge 24 October 2025 |

RIAI 2025 Construction Contract Update – Key Changes

Structure Change

There have been significant changes to the structure of the Contract.

Whilst the layout is broadly the same as the 2017 editions, i.e. Recitals, Articles, Attestation, Conditions of Contract and Schedules, the previous structure of clauses 1 – 38  have been replaced with new clauses 1 to 12, within which there are numerous sub-clauses.

Contract Particulars in the 2025 forms replace the use of the Appendix in the previous editions.  The parties are to populate the Contract Particulars with various details specific to the Contract and they can select various “optional clauses”, allowing flexibility depending on the needs of the project.  

Updates to the 2017 Clauses

The 2025 forms are still “traditional” Employer provided design contracts. Despite the change to the structure, the substance of the clauses largely follows the previous editions, but there are some differences. 

By way of a few examples: 

• All materials and workmanship, unless otherwise authorised by the Architect, must be of the ‘respective kinds’ rather than ‘best of respective kinds’, removing uncertainty or scope for argument over what the ‘best’ of a kind of material might be.
• The Contractor can object to the employment of a Nominated Sub-Contractor ‘for reasons considered sufficient by the Architect’.
•  The Clerk of Works does not have authority to issue instructions to the Contractor.
• Compliance with certain timing and information requirements is a condition precedent to the Contractor’s entitlements under the Contract.
• For ‘Other Works’ carried out by ‘Independent Contractors’, entry to the site by Independent Contractors is conditional on the approval of a programme and method statement by the Architect and Contractor. Although there is now an express obligation on the Contractor to facilitate access to the Independent Contractors, if Independent Contractors use the Contractor’s plant, the Contractor is entitled to payment.
• The list of grounds for delay now includes an extension of time relating to the ‘Unforeseeable’ discovery of items of archaeological interest. ‘Unforeseeable’ is a defined term and is based on what an experienced contractor tendering for the Works could have foreseen.
• Under the equivalent of what was the old clause 32A, the Contractor can object to the taking possession of any part of the Works by the Employer where it can reasonably evidence that this would have a material adverse impact on (i) the sequencing of the Works or (ii) the ability of the Contractor to Practically Complete the Works on time.
• The old clause 37 (collateral warranties) has been significantly bulked up and there are new forms of collateral warranties for both sub-contractors and the Contractor. If the Contractor fails to provide any required collateral warranties, there are rights for the Employer to withhold certain payments.
• The words ‘unreasonably or vexatiously’ have been removed in the context of the Employer’s right to determine the Contractor’s employment under the Contract for certain breaches by the Contractor.

New Clauses

The 2025 forms have introduced several new concepts, such as:

• Permitting a cap on the Contractor’s liability. There is a default that a cap will apply (but this can be “opted out” of). Where a cap applies, the parties can agree any limit but if no limit is stated, there is a default limit of an amount  equal to the Contract Sum. There are exclusions to the cap e.g. death, personal injury, damage covered by the Contractor’s All Risks Insurance. The default applicability of this Sub-Clause underlines the importance of parties paying close attention to the detail of each Contract Particular.
• An option to require the Contractor provide a performance bond (and a form of performance bond is scheduled to the Contract).  Where the Contractor is required to provide a performance bond and fails to do so, the Employer may withhold all payment to the Contractor.
• New provisions that reflect industry practice relating to compliance with legislative requirements. For example, under the new Clause 8 [Safety Health and Welfare at Work], the Contractor is required to provide safety statements in accordance with the relevant legislation. The Contract assumes that the Contractor will be appointed Project Supervisor for the Construction Stage.
• A provision for ‘Selected Sub-Contractors’ to be appointed if the Contract Documents so provide.  This allows the Employer to name works packages or entities that the Contractor is to engage as sub-contractors and once appointed these are treated as domestic sub-contractors.
• There are a number of options to cater for the particular circumstances of a project. For example, the parties have the choice to specify advance payments and any security required for the making of such payments. The Contract provides for a form of advance payment bond. 
• The Contractor may be required to provide design and, where it does, it must use reasonable skill, care and diligence equivalent to that which a contractor or, where relevant, a sub-contractor, having the specific qualifications and experience required to provide such design for the specified works would be expected to exercise.

There is now a comprehensive definitions section as well as new interpretation provisions.

Conclusion

The above is just a snapshot of the 2025 forms. Whilst the risk allocation and substance of the Contract remains similar to the previous editions, the changes made will hopefully provide clarity and avoid the need to schedule amendments to capture what many will consider “standard” amendments to the 2017 forms.

Please get in touch with our Construction Group if you would like to know more!