Contracts, disputes and regulation, explained.
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.
Service credits and liquidated damages are often treated as interchangeable labels for the same commercial bargain. They are not. This article examines how UK courts assess contractual remedies against the penalty rule and sets out drafting approaches for 2026 outsourcing, SaaS and supply agreements that link remedies to measurable loss without overreaching.
Standard insolvency-event clauses are built for court orders and liquidators. They often miss the restructuring, standstill and creditor-negotiation phase where counterparties most need an exit—and where poorly drafted triggers can be challenged.
Set-off language is often treated as boilerplate until the first payment run. This review of five common deduction clauses explains how UK courts and adjudicators tend to approach them, and what suppliers should redraft before renewal.
Termination disputes often turn on the validity of a cure notice, a withheld payment or a remedy period rather than the underlying breach. This article examines the drafting traps in notice mechanics and cure clauses through a realistic UK supply scenario, and sets out a practical checklist for enforceable terms.
With the UK public procurement regime now fully embedded, suppliers face contract terms that can transfer disproportionate risk long after the award. This article identifies the flow-downs, audit rights, termination for convenience and payment provisions that warrant negotiation, pricing or, in some cases, a decision to walk away.