The Herrington Carmichael commercial team were instructed to assist our client, a global service provider of cloud and digital services, on two related projects involving the drafting of client facing contracts with a long established, household name brand in the retail sector.

The Client

An international cloud and digital services provider, supporting enterprises with scalable technology solutions.

The Challenge

The main challenge was working to the tight timescales as both the first piece of work and the second piece had a turnaround time of a few days from instruction to delivery. For both pieces of work, we successfully met the given time frame.

Further challenges came from ‘flowing up’ the contracts and ensuring what had already been agreed with suppliers was reflected in the client agreement and ensuring that key legal risks were mitigated for our client, meanwhile ensuring the client agreement was not too long in length or too imbalanced commercially so as not to jeopardise the deal. This therefore required us to apply our commercial knowledge to this complex contractual arrangement to ensure this balancing act was successfully achieved.

Our Approach

The Herrington Carmichael Commercial Team was instructed to provide comprehensive legal support, including:

• Reviewing client’s supply chain agreements to identify which obligations needed to be reflected in the client agreement.
• Drafting bespoke terms in the client agreement which incorporated the relevant supplier’s conditions.
• Drafting structured flow up mechanisms to ensure supplier’s conditions were mirrored as client obligations within the client agreement without over exposing our client.
• Advising on the risks and obligations of the supplier’s contracts so our client could make commercial decisions on what they wanted to include and what risks they were comfortable taking themselves.
• Co-ordinating with our client to meet expectations on length of contract and ensure flow ups protected our client’s position while maintaining relationship with and not being too onerous on their client.

The Outcome

Our client successfully agreed on the contract with its customer with minimal changes to what we had proposed. The project demonstrated the value of appropriate legal expertise and client collaboration in high-pressure, time-sensitive environments.

What our team said

Mark Chapman, Commercial Partner, commented:

“This was a fast‑paced and dynamic project. The tight turnaround meant the team had to work seamlessly together, and I’m proud that we delivered a strong outcome for our client in such a short timeframe.”