This article examines how UK consultancies working on Iraqi projects can keep advisory recommendations separate from design and supervision responsibilities. A consultancy may be engaged under a single advisory appointment to review designs, attend site meetings and comment on progress, yet each of these activities can carry different legal consequences. The appointment should be read together with what the consultancy actually does on the project, especially where the client relies on it to approve technical decisions or certify completed work.
In Federal Iraq, the Civil Code No. 40 of 1951, as amended, provides the main framework for contractual obligations, professional responsibility and construction liability, including the mandatory ten-year liability of architects and contractors for serious structural defects. The Iraqi Engineers Union Law No. 51 of 1979 regulates the practice of engineering, and for public contracts the Public Contracts Implementation Instructions No. 1 of 2025 apply. Relevant bodies may include the contracting ministry or governorate, the Iraqi Engineers Union and the Companies Registration Directorate for foreign firms operating locally.
Defining the advisory appointment
An appointment should distinguish recommendations from instructions the contractor must follow. A feasibility review may assess commercial options without approving structural calculations, and commenting on a programme does not necessarily mean supervising construction methods or site safety. These distinctions should be reflected in the deliverables, reporting lines and acceptance criteria, so that the client understands what it is buying and what it is not.
A review of commercial contracts for Iraqi projects should also deal with who may rely on the advice. Clients often want to share reports with lenders, contractors or public authorities. A broad reliance permission can expose the consultancy to parties it never intended to advise, under a fee that did not reflect that risk. Reliance letters, where given, should be specific about the recipient, the purpose and the applicable limits.
Design and supervision responsibilities
Iraqi construction law recognises particular responsibilities for those who design and build buildings and other fixed structures. Where the conditions for the Civil Code’s mandatory structural liability are met, contractual exclusions cannot safely be relied on to remove that liability, and the scope of the engineer’s actual involvement is central to the analysis.
A consultancy appointed only to review commercial assumptions should therefore avoid signing documents that describe it as the responsible designer or supervising engineer. Conversely, a consultancy that does undertake substantive design or supervision should address the related legal obligations directly, including any professional registration required in Iraq. Labelling all services as advisory does not cure a mismatch between the written appointment and the work actually performed.
Approval and certification practices
Project correspondence can quietly expand the consultancy’s role. An unqualified approval stamp, a payment certificate or an instruction recorded in meeting minutes may later be cited as evidence that the consultancy assumed responsibility. The identity and authority of the employee who issued the document also matter, particularly where junior staff sign on site.
An agreed review procedure can distinguish approval, comment and acknowledgement of receipt. Where a document is reviewed for a limited purpose, that purpose should be stated consistently on each review and match the consultancy’s contractual duties. A reservation added after a dispute arises rarely explains earlier conduct as effectively as clear records kept at the time.
Professional registration and local partners
Foreign consultancies often work with an Iraqi engineering office that signs drawings or supervision reports locally. The division of responsibilities between the UK firm and the local office should be documented, because the party whose name appears on official documents may be treated as the responsible engineer. The UK firm should understand what it is endorsing when it reviews the local partner’s work, and the local partner should have adequate insurance and qualifications for the role it assumes.
Liability allocation and changes to scope
The appointment should link each responsibility to the information and access required to perform it. If the client withholds surveys or instructs reliance on preliminary data, the consequences should be recorded through a documented qualification or variation. That does not excuse a professional from ignoring an obvious risk within its competence, since the Civil Code expects professionals to warn clients of apparent defects.
Limitation of liability, insurance requirements and exclusions must be checked under Iraqi law and against any direct undertaking to the project owner. A subconsultancy cap may offer little protection if a separate certificate creates a wider obligation. Extra site attendance or technical review should prompt a check of whether the appointment and any professional permissions need amendment, and specialist subconsultants’ appointments should give the consultancy the information and rights it needs to meet its own obligations.
Insurance and professional indemnity
Professional indemnity insurance arranged in the UK may exclude work in Iraq, cap cover for overseas claims or apply only to services within the insured’s declared profession. Consultancies should confirm that their policy responds to claims brought in Iraqi courts or arbitration, and that it covers the specific services they are performing, particularly if those services drift towards design or supervision.
Conclusion & how Etihad Law Firm can help
For UK consultancies, the key legal question is whether the appointment, the project documents and actual conduct all describe the same responsibility. Where they diverge, exposure usually follows the conduct rather than the label.
Advising on Iraq commercial contracts for UK companies, Etihad Law Firm reviews appointments, reliance letters and local partner arrangements, and represents consultancies in disputes concerning professional obligations, helping clients structure advisory engagements and assess scope changes before they turn into unintended design or supervision exposure.