B2B Definition

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Which Precedent—supply of services agreements—B2B—Flowchart

Which Precedent—supply of services agreements—B2B—Flowchart This Flowchart is a guide for determining which Precedent agreement for the supply of services is most appropriate to use in a given situation. An at a glance table also provides an overview of the key underlying drafting assumptions in each of the Precedent agreements as an alternate method of determining the most appropriate Precedent for use in a given situation. The Flowchart and accompanying table consider the business to business (B2B) Precedent options only. Flowchart Key drafting assumptions in Precedent agreements for the supply of services—at a glance This table provides an at a glance overview of the key underlying drafting assumptions in each of the Precedent agreements for the supply of services as an alternate method of determining the most appropriate Precedent for use in a given situation. Precedent Pro-party drafting bias Format Basis of supply Contains TUPE provisions Contains data processing provisions Compliance provisions Contains exclusivity provisions Contains change control provisions Contains non-solicitation provisions Contains parent company guarantee provisions Services...

Drafting and negotiating an entire agreement clause—checklist

Drafting and negotiating an entire agreement clause—checklist This Checklist sets out key issues to consider, and provides practical guidance, when drafting and negotiating entire agreement clauses in a business-to-business (B2B) contract. It considers the implications of common law and statutory controls, including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). The purpose of an entire agreement clause is to give the parties certainty that the entirety of the agreement between them is set out in writing and to ensure that any pre-contractual representations, statements, arrangements or discussions will not form part of the agreement they are entering into. Statements are often made by one party to another as part of the pre-contract negotiations (for example as part of a sales process). Disputes can arise around whether, or which, statements are intended to form part of the contract or potentially give rise to other remedies. Depending on the facts, a pre-contractual statement might take legal effect (and give rise to remedies). For more information, see Practice Note: Pre-contractual representations and statements....

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Direct marketing decision tree—live telephone calls—data protection

Direct marketing decision tree—live telephone calls—data protection This decision tree provides a logical process for determining whether you can engage in live telephone marketing and, if so, to whom. For other types of marketing, see: Direct marketing decision tree—postal—data protection and Direct marketing decision tree—email and other electronic mail marketing—data protection. Live or automated telephone calls? This decision tree is not suitable for automated calls because the rules on automated calls are far stricter than those relating to live calls. You must not make automated telephone marketing calls to an individual unless they have specifically consented to receive this type of call from you. General consent for marketing, or even consent for live calls, is not enough—it must specifically cover automated calls. There is therefore little point in having a decision tree for automated marketing calls—this decision tree relates exclusively to live marketing calls. See Practice Note: Direct marketing compliance—Automated calls. Claims management services Unsolicited phone calls advertising claims management services are not permitted unless the recipient previously notified...

Which Precedent—supply of goods agreements—B2B—Flowchart

Which Precedent—supply of goods agreements—B2B—Flowchart This Flowchart is a guide for determining which Precedent agreement for the supply of goods is most appropriate to use in a given situation. An at a glance table also provides an overview of the key underlying drafting assumptions in each of the Precedent agreements as an alternate method of determining the most appropriate Precedent for use in a given situation. The Flowchart and accompanying table consider the business to business (B2B) Precedent options only. Flowchart Key drafting assumptions in Precedent agreements for the supply of goods—at a glance This table provides an at a glance overview of the key underlying drafting assumptions in each of the Precedent agreements for the supply of goods as an alternate method of determining the most appropriate Precedent for use in a given situation. Precedent Pro-party drafting bias Format Basis of supply Contains data processing provisions Compliance provisions Contains exclusivity and minimum purchase provisions Contains forecast provisions Supply of goods agreement—pro-customer Pro-customer Agreement Ongoing supply (can be...

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Implied terms in contracts for goods and services

Express and implied contractual terms distinguishedContractual terms may be either express or implied:•express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms)•implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom. For guidance on implying terms into contracts, see Practice Notes:◦Contract interpretation—terms implied by law◦Contract interpretation—terms implied by fact◦Contract interpretation—terms implied by custom and usageThis Practice Note considers statutory implied terms in contracts for the supply of goods and services, being the implied terms under the Sale of Goods Act 1979 (SGA 1979) and the Supply of Goods and Services Act 1982 (SGSA 1982). It considers what the implied conditions and the implied warranties under SGA 1979 and SGSA 1982 are and whether it is possible to exclude or...

Key terms and conditions in commercial contracts

This Practice Note considers some of the key terms and conditions found in business-to-business (B2B) commercial contracts. It sets out the general drafting considerations and considers some of the key operative provisions, such as term, primary obligations, warranties, price and payment, confidentiality, intellectual property rights, data protection, liability and limitation of liability, indemnities, termination, and consequences of termination.For links to more detailed commentary on commercial contracts, generally, see:•Commercial clauses—overview•Definitions—overview•Boilerplate clauses—overview and Practice Note: The role of boilerplateSee also: Commercial contract drafting and review—checklist and Commercial contract review and execution (business personnel)—checklist.For more specific guidance when considering the supply of services, see also Practice Note: Negotiation guide: services agreements.Initial considerationsStructure and formThe initial consideration for any contract must be what form it will take, and that decision will largely be informed by what the contract is seeking to achieve and in what environment it is expected to be entered into. For example, simple contracts are capable of being entered into orally, in writing or by conduct; whereas some agreements require greater...

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Privacy impact assessment

Privacy impact assessment Please ensure that this Privacy impact assessment is sufficient for your needs—you may need to carry out a full Data protection impact assessment (DPIA)—see [insert link to your organisation’s DPIA screening questions]. 1 Background information Project name [Insert a name for the project] Date of privacy impact assessment (PIA) completion [Insert the date the PIA is being completed] Name and email address of person responsible for the project and completing this form [Insert name and email address of the person completing the PIA form—eg the project manager] 2 Describe the project Describe the project or activity and its intended purpose [Insert general description of the project, eg what you what you want to achieve and why. You may find it helpful to refer or link to other documents, such as a project proposal] Explain why you need to process personal data—could you achieve your project aims without the use of personal data? [Insert explanation, eg describe specifically what the project aims to achieve...

Ireland—Simple mediation clause

Ireland—Simple mediation clause Nature of the clause This Precedent is a short-form clause for use in a business-to-business (B2B) commercial contract providing for mandatory mediation in the event of a dispute arising out of the agreement. This Precedent clause provides that the parties will seek to settle the dispute. Unlike litigation and arbitration clauses, the purpose of this clause is for the parties to seek to resolve the matter with the assistance of a mediator, but without the need for formal contentious proceedings. What is mediation and why have a mediation clause? Mediation is a form of alternative dispute resolution (ADR) in which a third-party mediator follows a structured process to facilitate an agreed settlement between parties to a dispute. Mediation is a non-binding dispute resolution process, ie any agreement reached in mediation will only be binding on the parties if they enter into a settlement agreement. Mediation allows the parties a high degree of control compared with litigation and provides a collaborative process for dispute resolution. Further advantages of...

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If two businesses enter into a services agreement and some time later the customer wishes the supplier to carry out additional services, may the parties agree an 'addendum' or 'variation' of the agreement they signed, or must they enter into a new contract? Also, will this depend on whether the original agreement has 'rolled on'?

If two businesses enter into a services agreement and some time later the customer wishes the supplier to carry out additional services, may the parties agree an 'addendum' or 'variation' of the agreement they signed, or must they enter into a new contract? Also, will this depend on whether the original agreement has 'rolled on'? Q&A: What is the best approach for updating an existing B2B contract? notes that the parties should consider various aspects when deciding whether variation or termination is more suitable to update the contract, including: • the provisions for variation, change control and termination within the existing contract • the parties’ resource and appetite for pursuing either of these options In terms of negotiating the proposed amendments to the contract or highlighting which provisions it is suggested will be changing in the new relationship, options include: • opening up ‘in principle’ discussions • setting out a detailed narrative of the proposed amendments • if a variation has been chosen as the preferred...

Where a B2B agreement for the provision of services has been signed as a deed but the commencement date has not yet arrived, can the parties delay the commencement date to a later date if both parties agree? Is a deed of variation sufficient to capture the agreed delay to the commencement date?

Where a B2B agreement for the provision of services has been signed as a deed but the commencement date has not yet arrived, can the parties delay the commencement date to a later date if both parties agree? Is a deed of variation sufficient to capture the agreed delay to the commencement date? It is assumed that no services have been performed under the terms of the agreement. Contract variation is a subsequent change to an original contract. The parties to the original contract can agree the changes at the time of the variation, or alternatively, a future variation could have been provided for by the parties at the time of the original contract. To avoid the need for consideration, variation can be executed by deed. Variations to contracts can arise and be proposed in relation to extensions of time. It is important to note that most variations will have an impact on costs, time or quality, which can potentially impact the viability of a contract...

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Commercial weekly highlights—12 June 2025

This week's edition of Commercial weekly highlights includes: commentary on the Court of Justice decision in Verbraucherzentrale Hamburg v Bonprix which considered the meaning of 'promotional offer' under the EU E-Commerce Directive, news that the Marking of Retail Goods Regulations 2025, SI 2025/Draft, are due to come into effect on 1 July 2025, and news that the Competition and Markets Authority has secured formal undertakings from Amazon to strengthen its systems against fake reviews and catalogue abuse on its UK online store.

EU Law weekly highlights—1 May 2025

This week's edition of EU Law weekly highlights includes analyses on the interplay between the EU AI Act and the EU General Data Protection Regulation, what legal teams need to know about AI standards, navigating the EU AI Act in 2025, and the impact of imminent European design reforms on companies’ future IP strategies. Further this week, the European Commission published its 2025–2030 Ecodesign Working Plan, launched a call for evidence on its proposed Industrial Decarbonisation Accelerator Act, adopted three Delegated Regulations under the European Green Bond Regulation, fined Apple €500m and Meta €200m for breaching EU Digital Markets Act obligations and closed its EU Digital Markets Act investigation into Apple's user choice obligations. Finally, this week’s highlights cover the publication of new guidelines on sharing cybersecurity information in the electricity sector and MedTech Europe’s warnings on the risks associated with medical import tariffs.