An event listed in the Project Agreement (and flowed down into the Construction Contract) which, if it occurs, will lead to the Project Co being entitled to extra time and from being excused for its failure to comply with its obligations within the timescale, and to be paid money to reflect the loss it suffers as a result of the event.

Limitation of liability means a contractual provision to reduce or exclude the types and amounts of liabilities one party may recover from another party relating to default or non-performance in connection with a contract. Such provisions are subject to numerous controls and restrictions imposed by statute and by common law.

Cover pricing is the practice of one or more bidders in a tender process obtaining an artificially high price from a competitor—this cover bid is priced so as not to win the contract but is submitted as a genuine bid. This gives the client a misleading impression as to the extent of competition and distorts the tender process.

An agreement which is usually executed as a deed which is provided by the Construction Contractor, a construction sub-contractor or consultant (the promisor) as well as other parties in the PFI structure. The agreement provides a party (the beneficiary) who has an interest in the project but who is not a party to the original contract (for example the Authority or the Funder) with rights and remedies against the promisor if there is a problem with the services or works that have been provided by the promisor.

A specialist contractor employed by the contractor in any works.

Notice sent to interested parties'>third parties (such as the target company’s contractual counterparties where the contract includes provisions requiring the contractual counterparty consent to any change of control) that there has been a change of ownership (generally known as a change of control). The failure to attain such consent may trigger termination provisions resulting in the target company losing the contract. Depending on whether the notice is issued before or after completion, this document gives notice that the target company will soon be or is now owned by a third party (ie the buyer).

Breach of promise describes a failure to fulfil a legally enforceable promise, typically arising where a party does not perform obligations created by a contract, deed or clear undertaking relied on by another. In modern UK and Irish practice the concept is usually analysed through contract law (breach of contract) or, in some circumstances, estoppel or misrepresentation, rather than as a standalone cause of action.Historically, “breach of promise of marriage” was a recognised action, but this has been abolished in England and Wales and Northern Ireland, and is not generally available in Scotland or Ireland. Today, references to breach of promise in litigation, legal correspondence or advice usually concern:- a contractual promise (e.g. failure to pay, supply, complete a transaction or honour a settlement); or - a non‑contractual assurance giving rise to reliance-based remedies.Across England and Wales, Scotland, Northern Ireland and Ireland, key issues include: whether a legally binding promise exists, the scope of that promise, breach, causation, and the appropriate remedy (damages, specific performance, injunction or other relief). Usage is broadly consistent, but terminology in pleadings is normally “breach of contract” rather than “breach of promise”.

Unless the contract provides otherwise, the Supply of Goods and Services Act 1982 imposes an implied term on a contractor, as supplier of goods, that, if a particular purpose for which goods are being supplied is made known to it, they must be reasonably fit for that purpose.

Features of an older style of unit-linked product design. Premiums paid in the first one or two years bought initial or capital units which bore a higher level of annual management charge than the accumulation units. These are a cunning actuarial device for extracting charges in an opaque way early on to recover the initial expenses of setting up the contract.

A document setting out terms to allow a contractor to commence work on a project before complete formal contract documents are agreed and finalised. A letter of intent is usually limited to work for a defined period of time or works up to a limited specified value.

Governing law is the law stipulated in a contract to determine a dispute. Where there is no valid governing law clause, the law to be applied, the applicable law, will be determined in accordance with the relevant regulation, convention, legislation or common law rules.

Tendering process whereby contractors tender for a project based on outline design and programme and the employer’s requirements/specification and then, based on the tenders received, the employer will select the contractor that it wishes to appoint and with whom it will enter into the building contract. Compare with ‘Two-stage tendering’.