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GLOSSARY
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 excused for its failure to comply with its obligations within the timescale. These events are specifically listed and defined in the Project Agreement and usually cover events which are not the fault of either party (but which can usually be insured against by the Project Co), such as fire, explosion, lightning, tempest, strikes, blockades and embargos.
GLOSSARY
Smart contracts are computer programs that run automatically without the need for human intervention. The code of a smart contract is fully automated; designed to self-execute on the parties’ request, or on the satisfaction of pre-determined conditions. Examples of use cases include performing transactions on decentralised cryptocurrency exchanges, facilitating games and the exchange of collectibles between participants on a distributed ledger, and running online gambling programs.
GLOSSARY
Complete integration describes a written contract that is intended by the parties to be the final and exhaustive record of their agreement, so that no additional or prior terms (especially oral negotiations or side agreements) can be relied on to vary or supplement it. In practice, this is often evidenced by an “entire agreement” or “whole agreement” clause stating that the document supersedes all previous understandings.In England and Wales, and Northern Ireland, the concept is applied through the parol evidence rule developed in case law, which restricts extrinsic evidence where a contract is found to be a complete integration. Irish contract law follows similar common-law principles. In Scotland, while the terminology is less formalised, the same functional idea appears in interpretation of written contracts and “entire agreement” clauses.The classification of a document as a complete integration affects: admissibility of pre‑contractual statements; the scope for implying terms; and the risk allocation between detailed drafting and informal assurances. It is central to contractual construction, due diligence, and litigation over alleged collateral warranties or misrepresentations.
GLOSSARY
The right in equity to rescind is the right of a party to set aside a transaction and to be restored to their former position. It is a remedy for misrepresentation or for common/mutual mistake.
GLOSSARY
A contract between shareholders in a private company limited by shares. It supplements the provisions of the joint venture company's articles of association and covers matters such as the business of the joint venture, the composition of the board and management arrangements, share transfers, financing, protection or minority and majority interests, group/consortium relief, deadlock and termination. It is also known as a shareholders' agreement.
GLOSSARY
The ITT is sent by a procuring party to prospective tenderers, inviting them to submit a bid in respect of its project. The ITT contains information relating to the proposed project, usually including the proposed conditions of contract, specifications, drawings and un-priced bills of quantities. It is not normally an offer nor does it normally bind the employer to accept the lowest of any tender.
GLOSSARY
Breach of warranty describes a failure to comply with a contractual warranty - a contractual promise that something is, or will be, as stated - without necessarily going to the root of the contract. In commercial and consumer law across England and Wales, Scotland, Northern Ireland and Ireland, a breach of warranty typically gives rise to a right to claim damages, but not (absent contrary agreement) to terminate the contract or reject the goods or services.The concept is recognised and developed through case law and legislation, notably the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, the Consumer Rights Act 2015 (England and Wales, Scotland, Northern Ireland) and the Sale of Goods and Supply of Services Act 1980 (Ireland), which distinguish between “conditions” and “warranties”.In practice, breach of warranty is central to contract drafting, risk allocation, limitation and exclusion clauses, and insurance claims (including warranty and indemnity insurance). Parties often litigate over whether a term is a condition, warranty or intermediate term, as this classification determines available remedies and commercial leverage. Usage and legal effect are broadly consistent across the UK and Ireland, subject to local statutory frameworks and consumer protection rules.
GLOSSARY
A category of trading venue which is a multilateral system (a) which is not a regulated market or an MTF, and (b) in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract. (Definition from article 2(1)(15) of Retained Regulation (EU) No 600/2014 (UK MiFIR). Equities cannot be traded through an OTF.
GLOSSARY
The early warning process is found most notably in the NEC3/NEC4 suite of contracts, but the concept also exists in some other standard form contracts. It requires the parties to the contract to notify each other, as soon as either of them becomes aware of any matter that could increase the total cost, delay completion or impair the performance of the finished work, so that the parties can proactively deal with the issue.
GLOSSARY
An agreed rate of damages to be paid by the contractor to the employer in the event of a particular breach of contract—most commonly delay to the completion of the works. Other types of LADs include performance LADs and target internal area LADs. The agreed rate for delay LADs is usually a rate per day or week of delay and starts from the date for completion.
GLOSSARY
The Law Commission recommended in its 2014 report on matrimonial property, needs and agreements (Law Com No 343), that legislation be enacted to introduce qualifying nuptial agreements (QNAs)—a new form of contract, subject to requirements as to their formation, to enable couples to make contractual, enforceable arrangements about the financial consequences of divorce/dissolution. The government’s final response to the proposals is awaited. See News Analysis: Family lawyers respond to Law Commission’s report on Matrimonial Property, Needs and Agreements.
GLOSSARY
The CA 2006 requires any provision in a director's service contract under which the guaranteed term of the director's employment is, or may be, longer than two years, to be subject to approval by the members of the company. Listed companies are also subject to the Listing Rules and to the UKCG Code, which impose an additional layer of regulation in relation to directors’ service contracts.