Introduction

This overview is intended to be a quick reference guide as to where a particular subject matter can be found within the contract. This guide focuses on the most commonly used and relevant day to day clauses likely to be most relevant. For a specific project, any bespoke clause amendments introduced by a Client would have to be taken into account. Sections 1-9 are the core clauses for every TSC option A-E contract, with option specific clause details.

Section 1 – General

Actions

10.1: Reminder that all Parties are to act as stated in the contract
10.2: Obligation to also act in a spirit of mutual trust and cooperation.
11.2: List of defined terms (in alphabetical order).

Communications

13.1: All communications in a form that can be read, copied and recorded.
13.2: Communications are only valid if submitted by the system stated in Scope.
13.3: Responses within period for reply or as stated in contract.
13.5: Service Manger may extend period for reply by agreement.
13.7: Any notification has to be separate from any other communication.

Service Manger (SM)

14.1: Service Manger acceptance does not transfer liability from Contactor.
14.2: Service Manger must formally delegate actions in writing.
14.3: Service Manger can issue instructions to change the Scope.
14.5: Service Manager gives an instruction to correct Price List.

Early Warnings

15.1: Reasons for which an early warning should be notified.
15.2: Either party can instruct the other to an early warning meeting.
15.3: Actions expected of all parties at an early warning meeting.
15.4: Updating of the Early Warning Register by the Service Manger.

Contractor’s Proposals

16.1: Contractor can propose value engineering to reduce Prices.
16.2: Service Manager responds to value engineering proposal within 4 weeks.
16.3: Contractor may propose a change to Working Areas.

Ambiguities

17.1: Notifying and resolving of an ambiguity between contract documents.
17.2: Notifying and resolving of an illegal or impossible requirement.

Task Orders

19.1: details of Task Order issued by Service Manager for Contractor to quote
19.2: Contractor submits (within 3 weeks) and SM responds (2 weeks) to quote
19.3: Service Manager may instruct revised Task Order quote
19.4: Extension to produce quote may be granted by Service Manager
19.5: Service Manager may assess and notify pricing for a Task if not agreed.
19.6: Task prices may be assessed from Price List or as a compensation event.
19.7: Delay damages may be applicable if Task Completion Date exceeded.
19.8: Task price list added to Price List and work added to Scope once issued.

Section 2 – Contractors Responsibilities

Providing the Works

20.1: Contractor obligation to Provide the Works in accordance with Scope.
20.2: Contractor minimises interference caused to Affected property.

Design of Equipment

20.1: Contractor to submit details of design of Equipment if instructed by SM.

People

21.1: Contractor to provide key person(s) stated in CD2 or suitable replacement.
21.2: Service Manger can instruct Contractor to remove any person.

Working with Client and Others

23.1: Requirement for Contractor to work with Others as instructed/in Scope.
23.2: Contractor and Client provides services and other things stated in Scope.

Subcontracting

24.2: Requirement to submit proposed Subcontractor for acceptance by SM.
24.2: Reasons under which SM could not accept a Subcontractor.
24.3: Also have to submit subcontractor terms for acceptance by SM.

Other responsibilities

25.3: Contractor obeys instructions given in accordance with contract by SM.
25.4: Contractor acts in accordance with Health & Safety as stated in Scope.

Disclosure

27.2: Contractor may only publicise works with Client’s agreement.

Section 3 – Programme

Starting Date / Completion Date

30.1: Contractor does not start work on site until the starting date.
30.2: Contractor does not start work on a Task until Task Order issued by SM.
30.3: Service Period may be extended to include completion of a Task.

The Contractor’s Plan

31.1: Requirement for Contractor to submit first plan for acceptance.
31.2: Detailed list of what is required to be shown on plan for acceptance.
31.3: Reasons for SM not to accept a plan and potential for deemed acceptance.

Revising the Contractor’s Plan

32.1: List of what should be shown on a revised plan
32.2: Intervals for revised plan submissions to Service Manager.

Task Order Programme

33.1: Task Order programme submitted within period stated in Contract Data
33.2: Detailed list as to what is required to be shown on Task Order programme.
33.3: Reasons for SM not to accept programme/potential for deemed acceptance.

Revising Task Order Programme

34.1: Requirements to show on each revised Task Order programme.
34.2: Revised Task Order programme as instructed or when Contractor chooses access.

Access

35.1: Client provides access to Affected Property as shown on plan/programme.

Instruction to Stop or Not Start Work

36.1: SM may instruct to stop or not start work and to restart/remove from Scope.

Section 4 – Quality Management

Quality Management System

40.1: Contractor operates a quality management system in line with Scope.
40.2: Quality policy statement and plan issued for Service Manager acceptance.
40.3: Service Manager may instruct correct failure to comply with quality plan.

Tests and Inspections

41.1: Requirement to carry out tests and inspections as per Scope/applicable law.
41.3: Requirement to notify Service Manager prior to tests being carried out.
41.5: Requirement for Service Manager to carry out tests/inspections
42.1: Requirement to carry out tests prior to delivery where required.

Notifying/Correcting Defects

43.1: Either party notify each other as soon as become aware of a defect.
43.2: Contractor obligation to correct defect whether notified or not.
43.3: Contractor corrects defect within time that minimises impact.
43.4: Service Manager/Client arranges access to correct a defect if needed.

Accepting Defects

44.1: Can propose for defect to not be corrected and Scope changed accordingly.
45.2: Contractor to submit resultant quotation saving to SM to accept/not accept.

Section 5 – Payment

Assessing the amount due

50.1: Service Manager to assess the amount due at each assessment date.
50.2: Requirement to submit application before each application date.
50.3: Defines the amount due in any application.
50.4: If Contractor not submit application on time SM will assess at zero.
50.5: 25% PWDD can be withheld if no 1st accepted plan.
50.6: SM corrects any incorrectly paid amounts in next assessment.

Payment

51.1: Service Manger to certify payment within 1week of assessment date.
51.2: Confirmation of period within which payment should be made.
51.3: Interest recoverable on items corrected on a later certificate.
51.4: interest recoverable on late payments.

Defined Cost

52.1: Any Contractors costs not identified in Defined Cost are in the Fee.

Final Assessment

53: Section on how/when final assessment is made at end.

Section 6 – Compensation Events

Compensation Events (CE)

60.1: List of what events would be valid compensation events (18 reasons).

Notification

61.1: SM can notify compensation event at time of issuing instruction.
61.2: SM instructs Contractor to produce quotation (and proceed in meantime).
61.3: Contractor can notify a CE and can be time barred after a period if late.
61.4: SM to accept or not accept if Contractor has notified a CE.
61.4: Deemed acceptance if the SM does not respond to reminder.
61.5: SM can advise that an early warning could have been given which wasn’t.
61.6: SM can state assumptions for Contractor to base the quote upon.
61.7: No compensation events can be issued eight weeks after Service Period.

Quotations

62.1: SM can request alternative quotations for dealing with a CE.
62.2: Contractor to provide a quote and alterations to programme (if relevant).
62.3: Contractor to provide quote within 3 weeks, SM response within 2 weeks.
62.4: Service Manger can instruct a revised quote (after explaining why).
62.5: Service Manger can extend period for Contractor to produce quote.
62.6: Contractor’s quote deemed accepted if no response to reminder.

Assessment

63.1: Price List rates used if CE only affects quantities in Price List.
63.2: Basis of quotes in relation to if should be actual or forecast defined cost.
63.3: May be agreed to use rates or lump sums to assess change to Prices.
63.4: Prices are not reduced unless otherwise stated in contract.
63.5: States the only CE reasons which would reduce the Prices.
63.6: Definition of reasons for contractual movement in Task Completion Date.
63.8: SM may assess as though early warning had been given if it wasn’t.
63.9: Rules for allocation of risk within a compensation event quotation.
63.10: Requires Contractor to act promptly and competently to a CE.
63.11: Ambiguities assessed in favour of Party that did not provide the Scope.

Service Manger’s Assessments

64.1: Reasons under which SM can make own assessment of a CE.
64.2: SM may assess plan for remaining work in assessing a CE.
64.3: SM to notify Contractor of their own assessment of a CE.
64.4: Deemed acceptance if SM no response to a notification of no assessment.

Proposed Instructions

65.1: Service Manager can instruct a quotation for proposed instruction.
65.2: Contractor submits quotation within 3 weeks and SM to respond.
65.3: If quotation not accepted SM can still instruct (and then assessed as CE).

Implementation

66.1: Implemented when CE accepted/assessed/deemed accepted.
66.2: Prices/Completion Date changed accordingly following agreement.
66.3: Compensation event quote is not changed if later found to be wrong.

Section 7 – Use of Equipment, Plant and Materials

70.1: Title of materials transfers from Contractor to Client once in Service Area
71.1: Contractor has right to use Client equipment, Plant and Materials
71.2: Contractor returns Client equipment, Plant/Materials end of Service period
72.1: Contractor has right to use material provided by Client to Provide Service

Section 8 – Risks and Insurance

80.1: List of Client’s liabilities.
81.1: List of Contractor’s liabilities
83: Insurance cover details
84: Insurance policies and who needs to provide what to whom.

Section 9 – Termination

90.2: Termination table showing party/reason/procedure/amount due
91.1: List of valid reasons for termination
92: Procedures to follow upon termination
93: Payment upon termination

Additional Option A clauses

11.2: Option A specific identified and defined terms.
31.4: Requirement for activity schedule to relate to items on plan/ programme.
55.1: Clarifies that information in Price List is not Scope.
55.3: Contractor may submit revised Price List for acceptance.
55.3: Reasons SM has for not accepting a revised Price List
60.2: Reasons when change to Price List may reduce Prices
63.12: Adjustment of Prices in line with value engineering percentage
63.15: Ascertaining a new People Rate where required.

Additional Option C clauses

11.2: Option C specific identified and defined terms.
20.4: Contractor provides forecast of total Defined Cost at contract intervals.
24.4: Contractor to submit pricing information for each subcontractor.
41.7: Liability of costs for carrying out repeat test or inspection.
50.7: Payments in other currencies.
50.9: Opportunity for finalising Defined Costs for part of the works.
52.3: Requirement for Contractor to keep records.
54.1/2: SM assesses Contractor’s share of the Prices and actual defined cost.
54.3: assessment of Contractor’s share following Completion.
55.1: Clarifies that information in Price List is not Scope
60.2: Reasons when change to Price List may reduce Prices
63.13: Prices are not reduced if it was a Contractor idea to reduce defined cost
93.3/4: Rules on assessing share in event of termination of the contract.

Additional Option E clauses

11.2: Option E specific identified and defined terms
20.4: Contractor provides forecast of total Defined cost at contract intervals.
24.4: Contractor to submit pricing information for each subcontractor.
50.8: Payments in other currencies.
50.9: Opportunity for finalising Defined Costs for part of the works.
52.2: Requirement for Contractor to keep records.
52.3: SM may inspect Contractor records at any time within working hours.

Secondary Options

X1 – Price Adjustment for Inflation

X1.1: Defined terms – Base Date Index, Latest Index, Price Adjustment Factor.
X1.2: How Price Adjustment Factor is applied.
X1.3/4: Price adjustment for amount due.
X1.5: Defined cost for compensation events.

X2 – Changes in law

X2.1: CE if occurs after the Contract Date.

X3 – Multiple Currencies

X3.1/2: Payment and exchange rates.

X4 – Ultimate Company Guarantee

X4.1/2: Given within 4 weeks of Contract Date.

X10 – Information Modelling

X10.1: Defined terms.
X10.2: Contractor collaborates with other Information Providers
X10.3: Early warning requirement for anything could impact Information Model
X10.4: Submission of Information Execution Plan.
X10.5: Compensation events.
X10.6: Use of the Information Model X10
X10.7: Client and Consultant liabilities.

X11 Termination by Client

X11.2: Procedures and amount due to be paid.

X12 – Multiparty Collaboration

X12.1: Identified and defined terms.
X12.2: Actions to be taken by Partners and Core Group.
X12.3: Collaboration by all Parties.
X12.4: Incentives – amounts paid to Partner if KPI(s) achieved.

X13 Performance Bond

X13.1: Required as stated in CD1.

X17 Low Service Damages

X17.1: For defects that miss performance levels.

X18 – Limitation of Liability

X18.1-3: Limits of liability as stated in Contract Data part 1.
X18.5: Excluded matters that remain unlimited liability.
X18.6: Contractor only liable for matters notified before end of liability period.

X20 – Key Performance Indicators and Reporting Requirements

X20.1-5: As per CD1.

X21 Whole Life Cost

X21.1: Contractor can propose Scope change to reduce life cost of an asset.
X21.2: Contractor to submit quotation if SM prepared to consider change.
X21.3: Service Manager responds to quotation within period for reply.
X21.5: Service Manager changes Scope/Prices/revised plan accordingly.

X23 Extending the Service Period

X23.1: By agreement Service Period may extended to maximum service period.
X23.2: Criteria for extensions need to be met to allow extension.

X24 Accounting Periods

X24.1: Assessments made within 13 weeks of each accounting period.
X24.2: Service Manager assessments are conclusive unless dispute triggered.

Schedule of Cost Components (for use with options C/E)

11-14: Payments applicable for people.
21-28: Payments applicable for Equipment.
31-32: Payments applicable for Plant and Materials
41: Payments applicable for Subcontractors
51-53: Cost of charges paid or received by the Contractor.
61: Cost of manufacture of Plant and Materials by Contractor.
71: Shared services outside the Service Areas.
8: Insurance premiums and insurable events excluded from cost.

Short Schedule of Cost Components (for use with options A)

11: Payments applicable for people
21-27: Payments applicable for Equipment.
31/32: Payments applicable for Plant and Materials.
41: Payments applicable for Subcontractors.
51-53: Cost of charges paid or received by the Contractor.
61: Cost of manufacture of Plant and Materials by Contractor.
71/72: Contractor cost of design of works and Equipment outside Working Areas.
8: Insurance premiums and insurable events excluded from cost.

Abbreviations

CD1: Contract Data part 1
CD2: Contract Data part 2
SM: Service Manger
CE: Compensation event

— Glenn Hide, 01/06/2026

NEC4 TSC High Level User Guide Branded – GMH Planning Download