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PES Contract Clauses > Glossary

Breach

Breach is a violation of the contract terms. See also Default.

Consideration

Consideration refers to the value - in the form of money, physical objects, services, promised actions, promises to refrain from actions, etc. - that is promised to a party under a contract. In a simple example, if B agrees to buy S's car for $1000, the buyer's consideration is the car itself, while the seller S's consideration is the payment price of $1000.

Covenants

A covenant is a solemn promise to engage in or refrain from a specified action.

Default

Default refers to a material violation of the contract terms. Generally, what will be considered a default is defined in a written agreement.

Force Majeure

Force majeure refers to an extraordinary event or circumstance beyond the control of the parties to an agreement that prevents one or both parties from fulfilling their contractual obligations. Generally, an agreement will provide that inability to perform due to certain such events or circumstances will not make the non-performing party liable for breach of contract.

Interest & Default Interest

Interest is an amount paid by a borrower as a form of compensation for the temporary use of money or an asset. In a contract, interest may be required to be paid on sums that are overdue. Default interest is a higher rate of interest that that becomes effective upon default as a penalty and/or to compensate for additional risk.
Where a contract contemplates that interest will be computed at some future point, it may specify that interest is to be calculated according to the London Interbank Offered Rate (LIBOR), Euro Interbank Offered Rate (Euribor), or another reference rate.

Material

The word "material" does not have a single, universally-accepted meaning, but is generally used to distinguish what is important from what is trivial or insignificant. For example: material breach; material contracts;

Parties

The parties to a PES contract are the individuals or organizations that agree to be bound by the contract terms (or the terms are accepted on their behalf), generally by signing a written document.

Reasonable

In the contract context, reasonable generally means not extreme or excessive. The word is used to loosely limit contractual obligations, for example by specifying that "reasonable efforts must be made" to clarify that extreme or excessive efforts are not required.

Remedies

Remedies are available to the non-defaulting party upon default, and are meant to give the non-defaulting party the benefit of the bargain that he or she made in agreeing to the contract. Remedies may include payment of monetary damages.

Representations

A representation is an implicit or explicit statement of fact that is made by a party to an agreement in order to remove uncertainties and induce the other party or parties to enter the agreement. In a contract, representations and warranties are often grouped together into a single section titled "Representations and Warranties" which contains statements of current fact as well as assurances that specified facts or conditions will or will not occur in the future.

Reverse Charge (VAT)

Reverse Charge is a method of accounting for the value-added tax (VAT) that is part of the VAT law in a growing number of European countries. It states that the VAT for goods and services delivered inside the country by a foreign entity is owed by the recipient of the goods and not by the foreign service provider or supplier. Under the rule, VAT must not be charged on invoices to the recipient and a clear statement must appear on each of these invoices indicating that liability for the payment of VAT is reversed to the recipient.

Validation

Validation is certification that the project as designed is likely to generate desired ecosystem services out

VAT

VAT stands for Value-Added tax and is a tax assessed at each stage of manufacture and distribution of a product or material, based on the estimated market value added at that stage.

VER

VER stands for Verified Emissions Reduction and is a form of carbon credit that has been issued after validation and verification under the Verified Carbon Standard (VCS).

Verification

Verification refers to quantification of the ecosystem services outcomes actually caused by project activities.

Warranties

In the contract-drafting context, warranties are assurances by one party to another that certain facts or conditions will or will not happen. In a contract, representations and warranties are often grouped together into a single section titled "Representations and Warranties" which contains statements of current fact as well as assurances that specified facts or conditions will, or will not, occur in the future.


Disclaimer: Materials on this site are meant to highlight issues that should be considered in PES transactions, not to provide a substitute for experienced legal counsel. It will be essential to engage legal counsel in conjunction with any PES transaction to ensure that any agreements reflect the latest developments in the field and comply with current local and national legislation.



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