Contracts, disputes and regulation, explained.
Notice provisions are often drafted as housekeeping and litigated as conditions precedent. This article examines deemed receipt, email and portal service, out-of-hours delivery and time bars, and sets out practical fixes for UK commercial contracts in 2026.
Audit and records-access clauses are often drafted for commercial comfort and left untested until a regulator asks for proof. This article explains how to turn an inspection right into a reliable evidence pathway, from notice mechanics and scope limits to data protection, privilege and remedies for refusal.
Confidentiality and non-disparagement clauses remain standard tools in settlement agreements and commercial contracts, but they cannot be used to suppress whistleblowing. This article examines where NDAs collide with PIDA, what regulators expect when a worker raises a concern, and how to draft carve-outs that withstand scrutiny in 2026.
A contractual indemnity can allocate risk with precision while leaving the liability unfunded. This article examines how indemnities, subrogation waivers, notification duties and contractual liability exclusions interact with UK insurance programmes, and sets out a practical drafting checklist for 2026 negotiations.
The Arbitration Act 2025 has altered the default rules that apply when an arbitration clause is silent or inherited from an older template. For commercial parties, the practical question in 2026 is not whether to arbitrate, but how the clause allocates supervision between tribunal and court.
A personal guarantee is often treated as a final-page formality until the borrower varies its facilities, reorganises its group or enters an insolvency process. At that point, drafting choices about continuation, variation, release and notice determine whether the guarantee is real security or merely a record of past comfort.
The Data (Use and Access) Act 2025 has changed several assumptions that commercial drafting teams still carry into data schedules. This article maps the contract points where those assumptions matter — purposes, consent fallbacks, research re-use, security, audit, exit and liability — and argues for data terms that operate as deal mechanics rather than policy prose.
A promise to indemnify ‘all regulatory penalties’ often looks like robust risk allocation in the draft, but it can collapse under UK public policy and enforcement reality. This article separates fines from remediation costs and third-party claims, and identifies the contractual mechanisms that provide more dependable protection in 2026.
The CMA’s direct civil enforcement powers have moved subscription renewal and cancellation terms from consumer-law background noise to a live contractual risk. Businesses that sell recurring services alongside B2B contracts should audit auto-renewal wording, reminder notices, cancellation routes and evidence trails before a regulator or a customer tests them.
A UK sanctions designation can turn an ordinary commercial relationship into a strict-liability trap overnight. Most contracts respond with a single boilerplate clause that says almost nothing about what happens next. This article sets out how sanctions risk actually flows through termination, payment, warranty and notice provisions, and offers a practical drafting checklist for the first forty-eight hours.
Time bars and limitation periods do more than regulate litigation: they determine whether a claim exists at all. This article examines how English commercial contracts allocate calendar risk, how courts approach strict notice requirements, and how standstill arrangements can preserve a dispute while commercial talks continue.
Inflation-linked pricing clauses are often drafted as an afterthought, yet they decide who bears the risk when the chosen index is revised, suspended or disputed. This article sets out a drafting playbook for fallback indices, caps and collars, notice mechanics, audit rights and retrospective true-ups — with the dispute-resolution consequences in view.
UK commercial contracts often set out termination triggers in detail but leave the wind-down to a brief survival clause. This article maps the post-termination obligations that generate the real disputes—transition assistance, data return and deletion, records retention, final invoicing and continued confidentiality—and offers practical drafting fixes for each.
Long-term contracts are priced against an assumed regulatory backdrop, but FCA rulebook revisions, data reform and expanding ESG and consumer-duty expectations can move the ground beneath the deal. This article sets out how to draft change-of-law clauses that allocate cost and responsibility with precision, rather than leaving the parties to argue over a generic compliance obligation.
AI tools now sit inside sanctions screening, anti-money laundering checks and regulatory reporting. The contractual danger is not the obvious false positive but the quiet false negative that leaves a customer onboarded, a payment released or a breach unreported. This article examines how buyers and suppliers should allocate that risk in 2026.
Regulators expect candour, but a broadly drafted cooperation clause can turn assistance into an accidental waiver of legal privilege. This article sets out how to frame cooperation, notification and information-sharing duties so that a company can engage constructively without handing over protected advice, investigation notes or board risk assessments.
Software escrow is frequently treated as a continuity solution in itself, yet a source-code deposit often proves unusable when a supplier fails. UK buyers should focus on release triggers, build verification, third-party rights and exit assistance rather than the comfort of a certificate.
Change-of-control clauses are often left to the boilerplate, yet they can decide whether a contract survives an acquisition, investment or restructuring. This article examines how to define control, which events should trigger the clause and how to calibrate consequences without falling foul of the penalty rule. It also considers the current UK approach to construction and enforceability.
Termination for convenience is frequently signed without a price, a formula or a transition plan. In 2026, that unpriced option is producing exit disputes that turn on drafting rather than commercial merit. This review sets out a clause-by-clause approach for suppliers and customers.
Entire agreement and non-reliance clauses are often treated as a closing formality. In practice they are a risk-allocation device with defined limits: they can narrow the pre-contractual record, but they do not erase fraudulent misrepresentation, collateral warranties or estoppel. This article considers where the drafting fails and how commercial teams can preserve the right evidence.