Contract localisation
Produced in partnership with Fieldfisher

The following TMT practice note produced in partnership with Fieldfisher provides comprehensive and up to date legal information covering:

  • Contract localisation
  • Common commercial terms in IT contracts
  • General English law localisation issues
  • Terms implied by statute
  • In business-to-business contracts for the sale of goods
  • In business-to-business contracts for the supply of services
  • Common law implied terms
  • Statutory controls on contract terms
  • Unfair Contract Terms Act 1977
  • Common issues with English Law doctrines and convention
  • More...

Contract localisation

Frequently, a supplier or customer will use a set of standard terms developed for domestic trade in its home country. When that business deals with a party in another country or perhaps opens a new business in another country, it will often wish to reutilise these terms, which will usually have been developed to reflect its particular business model.

It may be advisable in these circumstances to change the governing law of the contract, particularly when a contract will be performed in a specific jurisdiction or one of the parties may be located in a specific jurisdiction. In particular, quality of protection, ease of enforcement, and sometimes perceived neutrality can all affect choice of law. This Practice Note identifies changes to foreign business-to-business contract terms typically required to ‘localise’ them for use in the UK under English law and, conversely, the terms that typically need to be reviewed if English law business-to-business contract terms are to be adapted for use in a different jurisdiction.

It is therefore often necessary to adapt a set of contract terms to be governed by a different law to that for which it was drafted, or to take into account mandatory laws in a jurisdiction which cannot be excluded through contractual choice of law. This process is often referred to as 'localisation'.

The localisation process requires:

  1. an understanding of mandatory legal

Popular documents