This Practice Note considers how to commence arbitration proceedings pursuant to the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). For an introduction to the UNCITRAL Rules, see Practice Note: UNCITRAL Rules—background and introduction. For guidance on responding to an UNCITRAL arbitration claim, see Practice Note: UNCITRAL Rules—responding to a Notice of Arbitration. When a dispute arises, it is essential for parties and their advisors to review the dispute resolution clause in the relevant contract. Assuming that the clause provides for arbitration, they should check for: • any limitation period (either contractual or statutory) within which the arbitration must be started • any pre-arbitration processes (in particular any form of ADR) that must be conducted prior to commencing arbitration • what institutional rules or other procedures will govern the arbitration In this last case, parties must be aware that the method of starting an arbitration differs between institutional and ad hoc procedures. It is, therefore, important to check how the arbitration is to be commenced in order to ensure that it is started

This checklist sets out the key issues to consider when reviewing a PCG on behalf of a contractor who is being asked to provide a PCG. The terms 'contractor' and 'employer' are used but the principles apply equally to an arrangement between a contractor and a sub-contractor or between an employer/contractor and a consultant. PCGs are often bespoke documents and the particular circumstances must be considered when reviewing a PCG. For a more detailed consideration of these issues, see Practice Note: Parent company guarantees (PCGs) in construction—drafting and negotiation issues. • Is the contractor required to give a PCG under the Building Contract? If not, there is no obligation on the contractor to provide a PCG. However, the contractor may agree to provide one to give the employer comfort and to establish/maintain a good relationship with the employer. • Does the contractor’s internal policy permit the giving of PCGs? Is approval needed? A lot of companies would rather give a PCG than a performance bond but this is not always the case and some companies may resist

ARCHIVED: This Practice Note has been archived and is not maintained. It sets out a brief description of the key legislation applicable to trading with consumers, and consumer contracts entered into, prior to 1 October 2015, after which the Consumer Rights Act 2015 amended or replaced much of the legislation dealt with in this Practice Note. For legislation applicable after 1 October 2015, see Practice Note: Key consumer legislation—summary. The following table sets out a brief description of the key legislation that businesses needed to comply with when dealing with consumers prior to 1 October 2015, how this legislation was amended over the years and key action points arising from that legislation. Core legislation Legislation Description/key terms Action required Unfair Contract Terms Act 1977 (UCTA 1977) UCTA 1977 sets out types of liabilities, which businesses are not able to exclude as against a consumer, and imposes an obligation of reasonableness on other terms which exclude or limit liability or remedies of consumers. Review

What are Incoterms and what is their origin? Incoterms—an abbreviation of 'International Commercial Terms'—are a set of globally recognised terms and conditions used in international, and sometimes domestic, contracts for the sale and purchase of goods. They comprise a set of 11 three letter acronyms/abbreviations each representing a different set of provisions dealing with the allocation of duties, costs and risks in a sale and purchase contract. The International Chamber of Commerce (ICC) publishes a set of rules for the interpretation of Incoterms explaining the meaning of each of the terms. These rules were first published in 1936 and are updated periodically to reflect changes in trade practices. In September 2019, the ICC published the latest version, Incoterms 2020, which came into effect on 1 January 2020 (although the 2020 rules could have been incorporated into contracts before that date, if the parties so wished). For the full text of the 2020 version of these rules, see Practice Notes: • Incoterms® 2020—introduction • Incoterms® 2020 Rules—EXW Ex works • Incoterms® 2020 Rules—FCA Free Carrier • Incoterms® 2020 Rules—CPT

This Practice Note describes Directive 2000/31/EC, the Directive on electronic commerce or EU E-Commerce Directive, including key definitions, obligations and the country of origin principle. The defences under the EU E-Commerce Directive, which have been incorporated into Regulation (EU) 2022/2065, the EU Digital Services Act, since 17 February 2024, are only covered briefly in this Practice Note. For more information on the liability of providers of intermediary services and the conditional exemptions from liability, see Practice Note: The liability exemptions/defences under the EU Digital Services Act. Background EU businesses that are information society service providers (ISSPs) are subject to the provisions of the EU E-Commerce Directive (and any applicable local laws in relevant EEA countries) in respect of information society services provided in the EEA. Information society services providers must: • provide certain specified information to service recipients • clearly identify commercial communications • provide certain information to service recipients with whom they conclude an electronic contract, and • comply with certain requirements where orders are placed electronically It also

Whether or not reliance on a force majeure clause will be successful depends on the precise wording of the clause and the commercial context of and background to the agreement in which it appears, together with the specific factual circumstances of the alleged force majeure event and claimed resulting impediment to a party’s contractual performance. For further guidance, see Practice Notes: • Force majeure—consequences and contract discharge • Force majeure clause analysis—a practical guide That said, there is some general guidance which may be drawn from the authorities, the key ones of which are listed below. For guidance on the doctrine of frustration, sometimes considered alongside force majeure, see Practice Note: Discharge by frustration. ‘Acts of God’ cases are listed below. Case details and analysis Nature of dispute, key issues considered Event Result ADM Industries Centers Ltd (t/a ADM Israel) v Inerco Trade SA 23 July 2026High Court, B&PCs, Commercial Court (KBD) [2026] EWHC 1873 (Comm) The defendant sellers sold Ukrainian corn to the claimant buyers, to be shipped between 15 April

The tribunal has a mechanism, under the Employment Tribunal Procedure Rules 2024 (ET Rules 2024), SI 2024/1155, Rule 22, for dealing with the situation where a respondent either does not wish to contest a claim against it, or fails to put in a response to it that is valid under the rules. In such circumstances: • the tribunal must look to see whether judgment might be entered in the claim straight away, without the need for a contested hearing, and • the respondent will lose the ability as of right fully to participate in the remainder of proceedings The mechanism can also apply to a claimant that does not put in a timely reply to a respondent employer's contractual counterclaim (see Practice Note: Employer's contract claim (counterclaim) in the employment tribunal). When rule 22 procedure applies The tribunal procedure under the ET Rules 2024, SI 2024/1155, Rule 22 will apply to a respondent in relation to a claimant's claim against it in three sets of circumstances: • where, in its ET3 response,

Structure This Practice Note assumes that the funder is only providing funding to the JV (ie a loan of cash where the loan will be repaid with interest). However, if the funder is seeking to be a party to the JV, see Practice Note: Property development joint ventures—acting for an investor in which a funder's position as an investor is considered. Similarly, if the funder is to forward fund the development (known as a ‘forward funding’ or ‘forward sale’), the funder will normally acquire the property in its own right and grant the developer a licence to carry out the development works. This is, ultimately, an investment by the funder, with its return coming from lettings or other disposals of the completed development. This, in its strictest sense, is also not a joint venture and can be structured contractually through a forward funding agreement or forward sale contract. For further information, see Precedents: Forward funding agreement and Forward funding agreement between the fund and the developer, part pre-let, design and build procurement, with existing

This Practice Note considers the role of state immunity in relation to arbitration proceedings in the British Virgin Islands (BVI). For a general introduction to state immunity and arbitration, see Practice Note: State immunity and arbitration—general considerations. In addition, for Practice Notes on state immunity in a number of jurisdictions around the world (including England and Wales), see our ‘State immunity’ subtopic: State immunity and arbitration—overview. Introduction and background This Practice Note addresses the nuanced but important subject of state immunity in the BVI in the context of commercial arbitration agreements. Where a state or state-owned entity is a party to a commercial contract the non-state counterparty will no doubt want to ensure that any dispute arising between them and any potential award against that entity may be effectively enforced. This is particularly so because the state in question may claim 'state immunity' in order to circumvent obligations and insulate assets from enforcement. State immunity is often raised in the context of jurisdiction

Clean-up liabilities are legal and financial obligations to remediate pollution or contamination pursuant to: • statute, eg a pollution incident which causes environmental damage • civil disputes, eg damages for common law nuisance or negligence • contract, eg an environmental indemnity Pollution incidents and other activities that trigger clean-up liabilities may also result in prosecution, director and officer liability, and reputational damage. Practitioners should consider clean-up liabilities when: • undertaking environmental due diligence in corporate, property or financial transactions • advising on company reporting and environmental accounting • advising on transferring environmental liabilities, such as contaminated land, from one entity to another • advising on pollution incidents Broad scope of clean-up liabilities Clean-up liabilities are not just limited to remediation liabilities for contaminated land under Environmental Protection Act 1990, ss 78A–78YC (Part IIA) (EPA 1990) (the contaminated land regime). They are much broader, ranging from environmental indemnities to remediation notices for environmental damage. Importantly, many clean-up liability regimes overlap. For example, the environmental damage regime may apply instead of, or in addition to, existing

Introduction This checklist highlights issues to consider when acting for the seller of agricultural land, including issues relating to the Basic Payment Scheme (insofar as it continues to apply to land in Wales), taxation, capital allowances and VAT. In relation to some of the matters that are identified, the principal purpose is to ensure that as comprehensive a contract, title and information pack is supplied to the buyer at the earliest possible opportunity so as to reduce the potential for ‘price-chipping’ which might otherwise arise if unexpected ‘blemishes’ only reveal themselves further down the line. Physical extent, boundaries, rights, etc • Does the sale plan correspond with: ◦ the evidence contained in the title deeds, and ◦ the actual boundaries of the property as shown by fences, walls, ditches, rivers, streams, etc or as disclosed by the seller in replies to enquiries? For further guidance, see Practice Note: Property boundaries • Is a new boundary being created as a consequence of the sale? Has it been accurately marked out on the ground, and

1 Introduction 1.1 The Code of Conduct and the Disciplinary Procedure set out below are designed to ensure that all employees of the Company are treated fairly and consistently, to ensure the efficient and safe performance of work and to promote the maintenance of good relations between colleagues and between employees and their managers. 1.2 You should familiarise yourself with and abide by the Code of Conduct and Disciplinary Procedure. The Disciplinary Procedure[ has been agreed in consultation with [trade unions, namely [enter details] AND/OR our staff association AND/OR employees] and] applies to all employees. 1.3 The Disciplinary Procedure will be used where there are possible issues of misconduct. This procedure does not apply to cases where an employee fails to perform to the required standard as a result of lack of skill, capability or training or has genuine sickness absence. In those cases, reference should be made to the [Capability Procedure OR [insert name of alternative relevant policy/policies]]. 1.4 The Code of Conduct is contractual and forms part of your contract of employment with the Company. The Disciplinary