Boilerplate is a term used for clauses/terms (normally of a standard nature) and common to most agreements, which do not relate to the substantive part of the contract but are required to set out how the contract works.

This Practice Note sets out the law on the use of boilerplate provisions in business-to-consumer (B2C) contracts. As well as providing details on the Consumer Rights Act 2015 (CRA 2015) (which regulates unfair terms in B2C contracts), it also looks at the Competition and Markets Authority (CMA) guidance ‘Unfair contract terms: CMA37’ (CMA Guidance). For discussion on the use of specific boilerplate provisions in B2C contracts, namely assignment, definitions and interpretation, dispute resolution (eg adjudication, alternative dispute resolution (ADR), arbitration), entire agreement, force majeure, governing law, jurisdiction, variation and waiver, see Practice Note: Boilerplate clauses in business-to-consumer contracts—specific clauses. For more information on the use of standard terms and conditions in B2C contracts generally, see Practice Notes: • Consumer standard terms and conditions—the business context • Consumer standard terms and conditions—the advertising and marketing context • Consumer standard terms and conditions—incorporation For our suite of template B2C contracts and drafting tips, see: Trading with consumers—overview and Drafting consumer contracts—checklist. What is ‘boilerplate’? ‘Boilerplate’ is a term used to describe the clauses that are included

This Practice Note considers the use of specific boilerplate provisions in business-to-consumer (B2C) contracts, namely assignment, definitions and interpretation, dispute resolution (eg adjudication, alternative dispute resolution (ADR), arbitration), entire agreement, force majeure, governing law, jurisdiction, variation and waiver. It looks at the Competition and Markets Authority (CMA) guidance ‘Unfair contract terms: CMA37’ (CMA Guidance) in the context of these specific boilerplate provisions. This Practice Note should be used with Practice Note: Boilerplate clauses in business-to-consumer contracts—general principles, which provides information on the general principles that need to be taken into account when drafting boilerplate clauses in a B2C contract, including details on the fairness test, the ‘grey list’ of potentially unfair terms, the transparency test and the prohibited list of terms set out in the Consumer Rights Act 2015 (CRA 2015), which regulates B2C contracts, and other related consumer protection legislation. For information on exclusion and limitation of liability in B2C contracts, see Practice Note: Exclusion and limitation of liability—business-to-consumer. For our suite of template B2C contracts and drafting tips, see: Trading with consumers—overview

Nature of boilerplate provisions in public sector contracts Lawyers work on a huge variety of transactions, but all of them will in some way involve written agreements. Most of those agreements will contain boilerplate provisions in some form. 'Boilerplate' is the term used to describe the clauses that are included in an agreement to deal with the mechanics of how the agreement works and those generic legal points that are relevant to most transactions. They are generally found at the beginning and the end of an agreement. Such clauses are often thought of as standard, miscellaneous provisions, but this is a dangerous view to adopt. Boilerplate clauses can have a significant impact on the other clauses in an agreement and on an agreement as a whole. It is important that any such impact is intentional and not the result of a boilerplate clause being included in an agreement without due consideration of why it has been included and its effect on the interpretation of other clauses and the contract as a whole.

1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in Scotland; Control • [has the meaning given in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company] and Controls and Controlled shall be interpreted accordingly; Dispute Notice • has the meaning given in clause 2.2; Force Majeure • has the meaning given in clause 6.1. [Insert definitions bespoke to Agreement] 1.2 In this Agreement: 1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any); 1.2.2 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; 1.2.3 a reference to a ‘party’ includes that party’s personal representatives,

1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Control • [has the meaning given in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company] and Controls and Controlled shall be interpreted accordingly; Dispute Notice • has the meaning given in clause 2.2; Force Majeure • has the meaning given in clause 6.1; [Insert definitions bespoke to Agreement] 1.2 In this Agreement: 1.2.1 a reference to this Agreement includes its schedules,[ appendices and annexes ](if any); 1.2.2 the table of contents[, background section] and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; 1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; 1.2.4 a reference to a ‘person’ includes a natural

1 Definitions and interpretation 1.1 In this Agreement: [Insert each definition bespoke to the Agreement] 1.2 In this Agreement: 1.2.1 a reference to this Agreement includes its schedules[, appendices and annexes] (if any); 1.2.2 the table of contents[, background section] and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and 1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; 1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; 1.2.5 a reference to a gender includes any other gender and the gender neutral; 1.2.6 words in the singular include the plural and vice versa; 1.2.7 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 1.2.8 a reference to any legislation or legislative provision is a reference to it as [in force as at the date

The case of Bolam v Friern Hospital Management Committee [1957] 2 All ER 118 established the standard of care expected of somebody without special knowledge or skill: the test is the standard of the ordinary skilled man exercising and professing to have that special skill.

The case of Bolitho v City and Hackney Health Authority [1997] 4 All ER 771 established that a court is not bound to hold that a doctor can escape liability for negligence simply by producing evidence from a number of experts that his opinion and actions accorded with accepted medical practice.

NOTE—to see whether notification thresholds in Bolivia and throughout the world are met, see Where to Notify. 1. Have there been any recent developments regarding the Bolivian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Bolivia? Bolivia is characterised by the absence of a general merger control law and the existence of certain merger control provisions in regulated sectors such as energy, telecommunications, hydrocarbons, banking, insurance, and securities. For most of the past two decades, the prevailing tendency has been to grant regulatory authorities in these sectors very broad and discretionary powers, creating a situation where merger control requirements can vary significantly depending on the sector involved. However, after nearly 20 years of overwhelming executive and parliamentary control by a government aligned with common Latin American left-wing policies, projections for the upcoming presidential election indicate that a political shift may occur in the following year. It appears likely that the executive branch will change leadership and that

Law360: Bolt drivers are legally considered to be workers, an employment tribunal has ruled in a claim brought on behalf of more than 10,000 past and present drivers for the app that could be worth £200m.

A bolt-on acquisition usually refers to a company or small group of companies that is being acquired by a larger group already controlled by a private equity sponsor.