Commercial Contract Lawyers

Bespoke Contracts
We are alert to the fact that not all projects fit neatly into a standard form of document and that contracts need to be tailored to the specific circumstances and the needs of our clients.

We regularly advise clients on and negotiate:

• Agency & distribution agreements
• Complex commercial agreements
• IT & Technology contracts
• Managed services agreements
• Manufacturing agreements
• Non-disclosure agreements
• Outsourcing agreements
• Supply of Goods Contracts

Standard terms and conditions
We help in-house teams draft bespoke standard terms and conditions by getting to know their business and its risks and opportunities, and using our expertise to make sure the terms and conditions are as protective as possible.

What type of support can you provide with our contracts?
We provide a holistic end-to-end service and can be as involved as you’d like. We can undertake a full negotiation role when setting up contracts, or simply review and advise on a few key provisions. We can prepare documents or advise on the terms after they have been executed. We offer a one-stop-shop for all commercial contract requirements. 

Our Consumer Contracts Specialists can advise on the wide range of regulations which regulate consumer contracts, making sure they are compliant and protective.

The sale of goods and services to consumers is subject to a wide range of legislation and regulation. It is essential that your commercial agreements comply with consumer law. At the same time, you need to ensure that your interests are properly protected; which can be a fine balancing act.

Consumer Protection Laws
As well as the correct way to draft consumer terms and conditions, it is important to make sure that the way you do business is compliant with consumer protection laws. For example, there are rules around misleading advertising and product safety, including post sale safety monitoring and reporting obligations. As a result of the negative impact any breaches can have on the reputation and sales of a business, it is important to get these things right. Our consumer law specialists have significant experience in advising businesses on the ‘right way’ to navigate these regulations.

Recent Experience:

• Support of an international brand on a range of consumer facing contracts including supply of goods agreements, software licence agreements, product warranties and returns policies.
• Managed the international expansion of an international brand in relation to its consumer agreements.

Standard Terms & Conditions
One example of some of the rules that govern consumer law terms and conditions is that those which are considered to be unfair to consumers are therefore unlawful for use in transactions with consumers.

It is important to ensure that your own terms and conditions are incorporated properly when engaging with another party, or otherwise they will have little to no value. Our lawyers advise on the best and most protective way to ensure that your terms apply.

Creating standard terms and conditions for your business requires both knowledge of how relationships with consumers work but also expertise on how to make sure the terms and conditions are compliant with consumer laws.

Our consumer law specialists use a tailor-made approach to make sure your terms and conditions work in practice and in law.

Recent Experience:

• Supported an automotive broker on terms and conditions of sale.
• Advised a solar energy provider on its consumer terms and conditions.
• We worked with a dash cam manufacturer on terms and conditions in relation to its products.
• A well-known hotel brand needed advice on their terms and conditions with consumers and on Covid related impacts to the contracts.

Our commercial team enjoys seeing how fast-changing the tech world is and offer a range of specialised legal advice on Software and IT contract deals.

Our commercial contracts team assists software companies and enterprises on complex software and IT agreements such as:

• SaaS, PaaS, IaaS and other cloud contracts
• End User Licence Contracts
• App Terms and Conditions
• Software Development Contracts
• Software outsourcing arrangements

Our team of Regulatory Lawyers regularly advise businesses on merger controls and competition law in connection with business activity.

Our team can advise you on the implications of specific clauses in agreements and also provide advice on merger control.

Competition law in contracts
Our competition lawyers are experienced in advising clients on a wide variety of commercial contracts for compliance with UK and EU competition rules. We analyse agreements and their pricing, exclusivity and territorial restrictions to identify potentially anti-competitive terms, assess the risk of enforcement action, and provide tailored advice to mitigate legal issues.

We collaborate with other advisers, including accountants and economists to ensure tailored, holistic advice is provided.

Merger control advice
We provide guidance to clients going through the regulatory aspects of mergers, acquisitions and joint ventures to assess whether merger control clearance is required, and also those going through the full process of obtaining merger clearance and securing approval of transactions from the Competition and Markets Authority (CMA). Should the CMA decide to further review the proposed transaction, we help to navigate the inquiry process.

Many contracts run perfectly happily and any contract dispute that does arise can be ironed out by both sides taking a commercial view and wanting to achieve the end goal. After all, you are a business that wants to do business with another.

However, when a contract dispute grows, or it becomes apparent that you have been let down and it is reflecting badly on your ability to service your own clients – early intervention is essential.

We can provide you with an assessment of the legal issues allied with pragmatic commercial advice and guide you through the next steps which will be designed to resolve your contract dispute and get things back on track as quickly as possible.

If it is more serious and the Contract needs to be ended or there is loss being claimed, we can act for you to bring about a resolution and that does not always mean court action is inevitable. The vast majority of such disputes are resolved through settlement negotiations, and Alternative Dispute Resolution including Mediation.

Our International Commercial Lawyers work with businesses looking to globalise in the ever-changing world of international business.

We can help with the legal elements to allow you to grow your business overseas or to ease your entry into the UK market. We are members of international and local chambers of commerce and attend global and local trade events to keep you informed on industry trends and gain valuable insights into the global marketplace.

As English law advisors, we help businesses develop and reach new markets if you are expanding into the UK or exporting from the UK by providing strategic legal advice to manage negotiations of complex contractual arrangements. These arrangements include the supply of goods, supply of services, agency and distribution agreements, outsourcing agreements, manufacturing agreements and IT contracts to dealing with overseas supply-chain issues, intellectual property and data projects. We add value to businesses looking to expand internationally by managing local counsel to keep legal costs within budget and timescales on track. We achieve this by ensuring that business contracts and operations are able to remain as consistent as possible in new territories.

We regularly advise clients on public procurement issues and are supported by our experienced Real Estate and Dispute Resolution teams to ensure that we deal efficiently with any procurement challenges that may arise.

We are well placed to advise corporations and government bodies on the acquisition of goods or services by governmental entities. A crucial aspect of public procurement is ensuring you submit a compliant bid as any non-adherence could result in exclusion from the process.

We have assisted many clients to submit bids in which they were ultimately successful. A couple of examples of our recent work in this area includes:

• Advising a services provider in respect of a series of contracts worth £70 million with a public body.
• Advising a service provider on outsourcing contract with UK bank – contract value £80 million.

A Commercial Contract Review is an effective way for your business to review commercial contracts quickly and cost effectively based on a review of the most fundamental provisions.

By identifying legal risk in a business, actions can be implemented to reduce exposure to financial risk such as fines for non-compliance, damages for breach of contract or damages from claimants.

What’s the cost of Commercial Contract Review?
We will provide the above service on a fixed fee basis up to the point of providing you with the redline report.

• NDA – £250 + VAT
• Contracts up to 15 pages – £400 + VAT
• Contracts 16 – 30 pages – £550 + VAT
• Contracts 31 pages and above – £750 + VAT

An NDA, otherwise known as a confidentiality agreement, creates obligations on one or more parties to treat information disclosed to it under certain circumstances as confidential. They can be mutual (i.e. each party is obligated to protect information disclosed to it) or one-way, where obligations are only imposed on one party.

NDAs can be required in many different circumstances such as at the due diligence stage of a merger or acquisition, or in respect of a funding arrangement, when discussing joint ventures, when disclosing information in respect of a potential business arrangement or the supply or goods or services and many more. The aim of the NDA is to protect a business’ confidential information from disclosure to third parties and to ensure that this information is used for a defined purpose only. If that obligation is breached and confidential information is passed on or misused, the business can usually then claim damages and / or obtain an injunction (dependant on the terms of the NDA).

We regularly assist businesses to legitimately protect their commercial interests, confidentiality and reputation. We advise all types of business organisations on NDAs and matters of confidentiality and trade secrets, including the common law duty of confidence the terms of NDAs. When negotiating an NDA, you need to consider what you are seeking to protect, whether the proposed restrictions are reasonable, how long the NDA should last and what remedies will be available in the event of a breach.

With so many issues to consider, it is important to take specialist legal advice. Our commercial lawyers are experienced with advising and drafting NDAs and so we can act for you to ensure the interests of your business are adequately protected.