Business Contracts

Herrington Carmichael has a team of experienced commercial lawyers who provide a combination of legal expertise and pragmatic commercial awareness.

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Business Contract Lawyers

We make time to understand you and your business. 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.

Our commercial contract lawyers have extensive experience across a wide range of industry sectors and have dealt with clients ranging from owner-managed businesses to many household name brands. 

Business Contracts
Commercial Contract Review
Consumer Contracts
Software & IT Contracts
Managed Service Agreements
Supply of Goods Agreement
Competition Laws
International Contracts
Contract Disputes
Commercial Audit

Business Contracts

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 complex commercial agreements, agency & distribution agreements, outsourcing agreements, non-disclosure agreements, manufacturing agreements, IT & Technology contracts, and managed services agreements to name a few.

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.

Consumer Contracts

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 Contract Services

Software & IT Contracts

Our commercial team enjoys seeing how fast-changing the tech world is, and this means we 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.

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

Software & IT Contract Services

Managed Service Agreements

We regularly advise clients on and negotiate complex commercial agreements including managed services agreements.

Managed Service Agreements (MSAs) are important contracts between service providers and their clients which typically set out the level of services the provider will deliver, the parties’ responsibilities, scope, service levels, payment structures, and dispute resolution procedures for specialised services such as IT or telecommunications.

A crucial aspect of both processes is the contract drafting and negotiation to ensure that they align the interests of both parties whilst providing a framework for efficient management and maintenance of agreed-upon services.

If you are seeking advice from an experienced legal team for support in navigating a managed service agreement, please do not hesitate to get in touch.

Managed Service Agreement Services

Supply of Goods Agreement

Our team of commercial lawyers advise business clients on the terms of their supply of goods, manufacturing, distribution and agency contracts

At Herrington Carmichael, our team of specialist commercial contracts lawyers take pride in their close relationships with our clients, so we are able to help to protect their interests from a legal perspective in a range of different business contracts. On many occasions, the team have seen their clients’ businesses grow and develop, and have been privileged to navigate changes in business and economic landscapes through providing pragmatic legal advice.

  • Supply of Goods Contracts
  • Manufacturing Contracts
  • Distribution Contracts
  • Agency Contracts

Competition Lawyers

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, plus 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 guide clients going through the regulatory aspects of mergers, acquisitions and joint ventures to assess whether merger control clearance is required, and also guide clients 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.

International Contracts

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 in to the UK market. We are members of international and local chambers of commerce and attend global and local trade events to keep 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 , exporting from the UK , by providing strategic legal advice to manage negotiations of complex contractual arrangements such as 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 spend within budget and timescales on track, and by ensuring that business contracts and operations are able to remain as consistent as possible in new territories.

Commercial Contract Review

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 noncompliance, damages for breach or damages from claimants

What are the benefits of a Commercial Contract Review?
By reviewing specific terms of your key contracts, costs can be reduced. As the saying goes, an ounce of prevention is worth a pound of cure.

By identifying legal blind spots and implementing workarounds leads to smart working.

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

Find out more:

  • What’s included in the Commercial Contract review?
  • What contracts will not be reviewed?
  • How quickly will the Commercial Contract Review be provided?
  • Is the Commercial Contract Review suitable for all situations?
More Contract Review Information

Contract Disputes

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 businesses that want to do business with each other.

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.

Contract Disputes

Commercial Audit

In the fast-paced business environment a company may experience challenges which could ultimately lead to legal risk. This may be caused by a number of different factors, including not having the right contracts in place, not following best practice, or not having or following the necessary legal policies. 

What is a commercial legal audit?
A commercial legal audit is an effective review of certain key contracts as well as certain policies to ensure that not only are your contracts adequately protected but also to ensure that you have the right procedures in place to make sure those contracts are working for you. The audit consists of advising on certain elements of key contracts and policies as well as ways of incorporating a business’ standard terms and conditions. The review is done from a commercial law perspective and all advice is based on English law.

FAQs:

  • What are the benefits of a commercial legal audit?
  • What other solutions can reduce legal risk?

Commercial Audits

FAQs

What are the differences between Business to Business and Business to Consumer contracts?

English and Welsh law includes a number of restrictions on terms which businesses can include in contracts with consumers which do not apply when they are contracting with other businesses.

Firstly, the terms need to be easy to understand and legal jargon should be avoided. Therefore on the whole, business to business contracts are drafted in a completely different way to business to consumer contracts

There is also requirements for the terms to be fair when it comes to contracting with consumers (and the law determines what is and is not fair), albeit in some circumstances this requirement does also apply to business to business contracts. Therefore some protections which would be permissible when contracting with businesses would not be so when dealing with consumers.

In addition, consumers have certain implied rights which businesses do not have. This includes termination rights, rights to receive certain information and certain other rights in respect of goods and services which don’t accord with the requirements of the contract.

It is imperative that the rules are followed when contracting with consumers as there can be repercussions for failing to do so. Therefore expert advice is always advisable.

What are the differences between national and international contracts?

There are a number of key differences when it comes to international contracts and thought needs to be given to items such as which laws govern the contract, which courts have jurisdiction to hear disputes and whether compliance with any particular local laws is required. It is important to consider this when entering contracts with foreign companies and take advice on the implications. International contracts may be subject to different tax or import/export duties as well as increased or decreased tax rates compared to national contracts.

Similarly things like the currency for payment will need to be addressed, as well as considering issues around changes in the exchange rate.

There may be added obligations to comply with certain standards or placing certain markings on goods when trading internationally. International trade may be subject to import and export controls and its important to consider who bears the costs and risks associated with this.

How notices are served is another factor considering letters will have to travel internationally.

This is to name but a few of the considerations when entering into international contracts.

What are the key components of limitation of liability clauses?

Limitation of liability clauses are an integral part of every commercial contract. Whilst there are strict restrictions on limiting liability when contracting with consumers, it is common practice in B2B contracts to exclude and limit liability.

Exclusions of indirect loss, consequential loss, special loss and other heads of loss such as loss of profits are commonplace in business to business contracts but consideration needs to be given to how this could impact potential claims.

When structuring a liability cap, consideration would be whether a cap will apply for the duration of the contract or on an annual (or other time period) basis or a per claims basis (to name a few of the potential structures).

Other important considerations including what the value of the cap on liability is, what claims fall within the cap and whether there are any “uncapped” liabilities under the contract as well as whether particular types of claim do or do not count towards the cap.

Under English and Welsh law there are certain types of loss which cannot be limited or excluded such as death or personal injury arising from negligence, fraud or fraudulent misrepresentation, as well as some others.

There are also other legal restrictions on caps and limits in the business to business contract which apply in certain circumstances and parties will need to be mindful of these.

What contracts do I need to supply my goods?

This will depend on how the relationship works between you as the seller of the goods and the party to which you are selling.

You could need terms and conditions or a sale of goods agreement to outline rights and obligations governing the sale of your goods to customers. Alternatively, if you are supply goods to a distributor or a retailer, you may need a contract which governs the terms under which you supply the goods for resale. If, you contract out manufacturing to a third-party, you may need an agreement which governs these terms.

We would be able to analyse the way your business works and advise you on the correct and most protective documentation for your situation.

What do competition lawyers do?

Competition lawyers can provide merger control advice and negotiate clearance for acquisitions, mergers and joint ventures. They can also advise clients on a wide variety of commercial contracts for compliance with UK and EU competition rules.

What is merger control clearance?

Merger control clearance is the approval needed from the competition authorities before companies can complete transactions such as mergers or acquisitions or other transactions that could negatively impact market competition.

Meet the Team

Related expertise

The advice and guidance provided to us by the corporate and commercial team at Herrington Carmichael has proved invaluable over the past few years. The team work closely together to provide a consistently high standard of work and sound legal advice. They are available when we need them, exceptionally knowledgeable and approachable. Knowing our company so well, they can provide high-quality legal advice that is suitably tailored to our commercial needs and risk appetite.

Client via Legal 500

Best Law Firms 2024

Herrington Carmichael has once again been named in the Times Best Law Firms. We were first listed in 2023 and have once again made the Best Law Firms list for 2024.

www.thetimes.co.uk/article/herrington-carmichael

Best Law Firm 2024