It covers the following: • Legal principles • Approaches in outsourcing • Heads of losses • Specific provisions in the agreement • Dealing with data protection liabilities • General considerations For detailed guidance on the exclusion and limitation of liability in commercial contracts generally, see Practice Note: Exclusion and limitation of liability, and for practical negotiating and drafting guidance, see: Drafting and negotiating a limitation of liability clause—checklist. For an example limitation of liability clause, see Precedent: Limitation of liability clause. Legal principles A contract term which excludes or limits liability is subject to both statutory and common law controls, with the majority of the key statutory restrictions found in the Unfair Contract Terms Act 1977 (UCTA 1977). The courts are, however, generally reluctant to interfere with commercial deals struck between sophisticated businesses. Some concern arose among suppliers following a number of IT cases in the 1990s in which the courts took a heavily interventionist approach to construction and found many clauses to be unreasonable. This trend did not continue, and in later cases such as Watford

Introduction This Practice Note outlines some of the central features of English insurance law, their application to yachts in particular, and the changes following the entry into force of the Insurance Act 2015 (IA 2015). For more information on the key principles that govern any insurance contract, see Practice Note: General principles of insurance contract law. For more on marine insurance in relation to all types of vessel, see Practice Note: Marine insurance—essentials. The relevant legislation The Marine Insurance Act 1906 (MIA 1906) applies to yachting insurance law questions, but this has been amended and supplemented by the Consumer Insurance (Disclosure and Representations) Act 2012 (CI(DR)A 2012) and the IA 2015. Smaller yachts/pleasure craft are typically owned by individuals and are likely to fall within the ambit of CI(DR)A 2012, which aims at protecting consumer insureds by replacing the duty of utmost good faith with an obligation to take 'reasonable care' not to misrepresent the risk. For superyachts owned by bodies corporate, which are not considered to be consumers by virtue of not being individuals, IA

The right of first refusal under the Landlord and Tenant Act 1987 (LTA 1987) applies where premises: • consist of the whole or part of a building • contain two or more flats held by qualifying tenants, and • the number of flats held by qualifying tenants exceeds 50% of the total number of flats contained in the premises In order for the transfer to the management company at the end of a development not to trigger LTA 1987, s 1, the transfer must be in pursuance of a contract

If a redundancy situation arises during the employee's maternity leave, such that it is not practicable by reason of redundancy for her employer to continue to employ her under her existing contract of employment, the employer must offer the employee any suitable available vacancy that exists with the employer, the employer's successor, and/or with any associated employer. For further information on the definition of redundancy for the purposes of entitlement to a statutory redundancy payment and entitlement to claim unfair dismissal, see our Practice Note: Definition of redundancy—Redundancy payment entitlement, and fair reason for dismissal. The offer of suitable available

Unless a worker opts out of their working time rights, they have the right to work no more than an average 48-hour working week . It is possible for employers and workers to agree that the worker will work more than 48 hours a week. In order to be valid, an agreement must: • be in writing • be made with each individual worker that it applies to separately • state that it is disapplying the 48-hour maximum working week rather than simply specifying a number of hours of work An employer can include an opt-out provision in a contract of employment, as long as it

If an employee resigns on notice and the employer wishes to terminate the employment before the notice has expired (ie to unilaterally bring forward the date of termination), this will not ordinarily amount to a breach of contract by the employer, provided the employer complies with its obligations as to statutory and contractual notice (and other contractual obligations). See Practice Notes: Statutory minimum notice and Contractual notice. The amount of notice (or payment in lieu of notice) the employer is required to give will depend on the employee's length of service and contractual terms. These circumstances will ordinarily amount to a dismissal, unless the employer terminates

The answer to this question requires considering how an employee may become entitled to a statutory and/or a contractual redundancy payment and the impact of the law relating to implied terms. An employee will be entitled to a statutory redundancy payment if they have been continuously employed for not less than two years and are dismissed by reason of redundancy. The formula for calculating a statutory redundancy payment is based on the employee’s age, number of years’ continuous service and weekly pay, and is subject to a statutory cap. For further information, see Practice Note: Entitlement to statutory redundancy payment. In general, an employer cannot contract

Section 106 of the Town and Country Planning Act 1990 (TCPA 1990) enables anyone with ‘an interest in land’ in the area of the relevant local planning authority to enter into a planning obligation. Parties can only bind their own interest in the land and any successors in title to that interest. Normally, therefore, all persons with a proprietary interest in any land affected by a planning obligation (including freeholder(s), leaseholder(s), holders of any estate contract(s) and any mortgagees) will be party to the obligation. However, this is not a statutory requirement, and in practice, it may be quicker

We refer you to the following Practice Notes below which you may find helpful including: • Local government outsourcing—the pension issues • TUPE—an overview for pensions lawyers The Best Value Direction In particular, the first Practice Note confirms that the Best Value Authorities Staff Transfers (Pensions) Direction 2007 (Best Value Direction), which is made under section 101 of the Local Government Act 2003, has statutory force and must be complied with, although it does not automatically override the terms of an outsourcing contract. However, a key feature of the Best Value Direction is that it must be incorporated in outsourcing contracts so that it is also enforceable by the affected transferring

The payment and recovery of service charges is primarily determined by the relevant provisions of the applicable lease, subject to some statutory regulation. The general position is that the lessee of a flat is liable to pay service charges to their landlord, which will be the freeholder or, where there is an intermediate lease, the intermediate leaseholder as the immediate landlord. The requirement to pay a service charge is contractual and there will usually be no privity of contract existing between the lessee of the flat and a superior landlord where there is an immediate landlord in between. Where an intended purchase is of a head lease which contains

The recoverable loss under a share purchase agreement limitation of liability clause for breach of warranty is governed by contract law. The warranties are contractual statements or assurances as to the condition of the target company, its business, assets and liabilities. If a seller gives a warranty in a share purchase agreement that proves to be inaccurate, untrue or misleading, this will give rise to a claim for breach of warranty entitling the buyer to an action for damages against the seller. The limitations

Misrepresentation by a third party To make out a successful claim of misrepresentation, a claimant must prove the following elements: • a statement was made by or on behalf of the representor • the claimant was induced by the statement to enter the contract • the statement was false For more information, see Practice Note: Misrepresentation—what it is and similar claims. A principal may be liable for misrepresentations of an agent, see: Halsbury's Laws of England, Vol 76, para 725. However, in the case of a hire agreement, the dealer will generally not be considered the agent of the financier: Branwhite v Worcester Works Finance Ltd. In the absence of a principal-agent relationship,