Commercial Contracts and Terms of Business

What we draft and review

• Terms and conditions of business for goods and services, business-to-business and business-to-consumer, including online terms and the information required by consumer law.
• Service agreements and master services agreements with statements of work, service levels and change control.
• Supply, manufacturing and distribution agreements, including exclusivity, territory, minimum purchase and termination provisions and their competition-law limits.
• Software and SaaS agreements, licences, data processing agreements and support terms.
• Agency, consultancy and introducer agreements, with attention to IR35 and the Commercial Agents Regulations.
• Confidentiality agreements, heads of terms, letters of intent and joint venture agreements.

Review work is as important as drafting. When a customer or supplier sends you their paper, we identify the clauses that shift risk to you (unlimited liability, wide indemnities, automatic renewals, one-sided termination, IP assignments) and propose changes you can realistically obtain.

How we approach a contract

1. Understand the deal

   A short call to understand what you are buying or selling, the commercial risks, the counterparty and your negotiating position.

2. Draft or mark-up

   Clear English drafting, with a short covering note explaining the key provisions and any points to decide.

3. Negotiate

   We handle the exchange of drafts with the other side's lawyers, focusing on the terms that matter and conceding where it costs nothing.

4. Sign and manage

   Execution formalities, electronic signature, and a summary of key dates and obligations so the contract is managed, not filed.

Key clauses we get right

Liability and indemnities. Under the Unfair Contract Terms Act 1977 you cannot exclude liability for death, personal injury or fraud, and limitations must be reasonable. We draft caps and exclusions that hold up. Payment and late payment. Clear payment terms, retention of title for goods, and interest under the Late Payment of Commercial Debts (Interest) Act 1998 (8% above base rate) with recovery costs. Intellectual property. Who owns what is created, and what is licensed. Data protection. Controller and processor terms required by UK GDPR Article 28. Termination. Rights to end the contract for breach, insolvency and convenience, and what happens on exit. Governing law and disputes. English law and courts, arbitration where enforcement abroad is a concern, and escalation and mediation steps before litigation.

Frequently asked questions