Commercial law

This area of our work is all about providing advice and assistance to businesses, and other organisations, as they carry out their business activities.

Much of this relates to business contracts, but our advice also includes making sure that your activities comply with certain regulatory regimes – so that those business activities comply with and indeed make the most of the rules relating to the protection of personal data, competition law and European law, to name a few.

Increasingly nowadays those activities will be carried on digitally – so our advice is very often in relation to e-commerce and technology related arrangements.

Sometimes you will want to concentrate on the areas of business you are best at, arranging for others to provide you with ancillary services that they are more expert in – we have particular expertise in outsourcing arrangements.

Then there is the exploitation of your intellectual property and taking on licences to use the IP belonging to others; we can assist with that too.

We work best with clients when we are able to build a long-term commercial relationship with them allowing us to get to know the business really well and give strategic advice; building that commercial relationship with you will always be our aim.

Use the list on the left hand side to find out more about our commercial services.

Commercial Law Firm of the Year – UK
Corporate Insider Awards 2017

 

The Legal 500 rates us as a first tier firm for our Corporate and Commercial advice:

“…clients ‘recommend the firm without hesitation’.” (2017)

“Impressive, innovative and commercially-minded’.” (2016)

“David Woods is ‘very responsive’ and the ‘technically strong’ Alastair Gunn ‘looks after clients’ interests without losing sight of the big picture’.” (2016)

 

This legal service is all about helping businesses actually do their business; we will roll our sleeves up and get stuck in.

Contracts, contracts, contracts. The agreements and commercial arrangements that make your organisation tick.

We can create and advise on the contracts and arrangements that are key to how your organisation works – contracts with your customers (bespoke or standard terms), contracts with your suppliers and contracts with anyone else.

We love working with business clients on these commercial arrangements and can add value in making sure that the issues are properly addressed and handled with commercial sense. We are often involved in drawing up and advising on business contracts under which, for example, organisations sell their products or services, obtain their supplies, buy services, have products made, engage specialist consultants, agents or distributors, sponsor events and all manner of other business activities, including joint ventures.

Do all of your business contracts:

  • Get reviewed regularly to ensure they remain up to date and appropriate?
  • Contain provisions to deal with what happens if they come to an end?
  • Include appropriate provisions to handle force majeure situations?
  • Properly protect your intellectual property and other rights?
  • Allow you to sleep at night knowing that they have been professionally drawn up and that they will protect and enhance your organisation?

To talk through any concerns you have in relation to your business contracts call 01223 785293 or email David Woods.

Our team was recently selected as a 2016 winner in the Acquisition International Legal Awards as “Best for Business Contract Drafting – UK & Commercial Law Firm of the Year – East England”.

We can help you make the most of your online activity and make sure that it is compliant and protected.

David Woods is our e-commerce expert.  He’s been advising from the beginning of the ‘Internet revolution’ helping clients use Internet-based opportunities to grow and expand their businesses.  David’s many e-commerce highlights include advising on content licensing agreements, on arrangements to sell many kinds of products and services online and on arrangements to provide co-branded online gaming.

The internet continues to bring exciting new commercial and marketing opportunities for businesses.  A global marketplace is quite literally only ‘clicks away’.  The ‘legals’ are perhaps less exciting for you – but vital.

A ‘non-compliant’ website can damage your brand and cost you money.  Your online marketing must meet key standards.  Agreements setting out website linking, advertising and hosting arrangements underpin your operations.  Make sure you know exactly what you have signed up to, that the terms of the agreements work best for you – and what to expect if things go wrong.

Does your online activity:

  1. Have the back-up of clear contracts that work in your best interests and that all parties have signed up to?
  2. Leave your brand open to attack?
  3. Comply with regulations on ‘cookies’?
  4. Tick all the boxes when it comes to collecting personal data?
  5. Meet new Advertising Standards Agency requirements for online promotions?
  6. Have adequate protection with Cloud Computing suppliers?

To talk about how we can help you maximise the opportunities e-commerce offers you whilst minimising the legal risks call 01733 887793 or email David Woods

EU Competition

Fines, reputational damage and even prison can result from breaches of Competition Law; we can help you avoid them.

Much of our law nowadays emanates from our membership of the European Union. We are all specialists in EU Law, as it relates to our chosen practice area.

Competition law, or rather the law against anti-competitive practices, has both an EU and UK dimension. The basic concept of a free market is overlaid with some key principles and some detailed rules aimed at prevented unfair distortion of the market.

Whenever you enter into business contracts you should consider these principles and rules. If your business is or may be in a dominant position in its market sector (which tends to be defined in a restrictive way) you need to be particularly careful not to act in a manner than abuses that dominant position.

We can guide you through these complicated rules.

Did you know that, in certain circumstances:

  • Sharing information with other people can amount to a breach of Competition Law;
  • Including certain provisions in your arrangements with your appointed resellers of your products can amount to a breach of Competition Law;
  • Collaborative agreements with others operating at the same level as you in the market might be considered a restraint of trade and void;
  • Promises given to you by others that they will not compete with your business can be unenforceable – and therefore worthless;
  • Directors can be sent to prison for their organisation’s breach of Competition Law;
  • The competition law enforcement authorities have powers to raid your premises and seize your computer systems.

To talk through any concerns you have in relation to EU Commerce Law call 01733 887793 or email David Woods.

From full system procurement to software licensing and website design, we can provide practical and experienced legal advice.

We act mainly for organisations procuring new IT systems, but we do have some IT suppliers among our clients, and this allows us to “see it from both sides” – an invaluable position when trying to reach fair compromises on commercial contract terms.

In recent years we have worked with many organisations, both public and private sector, in their commissioning of new IT systems. These arrangements are both complex and key to the organisation and as such the contracts for them warrant specialist legal advice.

The move to different models of software provision (asp and the like) have brought different types of contracts for us to draft and advise on. Our work nowadays is mostly in relation to digital, Internet based arrangements including contracts for website design and hosting – but still with some more traditional software and application licensing. With the growing use of the “Cloud”, we are able to advise you on your Cloud Computing supply agreements to ensure that you and your data remain protected.

One client commented that our advice on a systems procurement contract had saved them some £250,000.

Some tips when considering IT and the contracts for it:

  • No, you don’t have to contract on the supplier’s standard terms – and please get advice before doing that!;
  • When procuring bespoke IT services, whether it is website design or specially written software, make sure that you get ownership of what you have paid for;
  • Don’t just ignore and accept the small print – it will typically include provisions that will disappoint you if things go wrong (things like extreme limitations on liability);
  • Ensure that specifications of what the system will do are written from a functional point of view (what it will do for you) rather than being just a technical description of the supplier’s product;
  • Make sure your agreements make commercial sense for your business.

Get the advice you need. Call 01733 887793 or email David Woods.

 

The Legal 500 commends us for our IT advice:

very responsive and has a good level of knowledge and experience, particularly in software licensing’. (2017)

The team ‘actively takes the legal lead, putting forward firm professional positions that clients can use’. (2017)

David Woods ‘provides good advice that is fit for purpose, as well as quick turnaround times.’ (2017)

Outsourcing is a complex transaction requiring careful planning and documenting; we can guide and assist you through the process.

We have wide experience of assisting many different organisations in outsourcing several different functions, services and facilities. We could help you too.

Outsourcing can bring significant benefits to your organisation but it must be undertaken only after careful planning, for the right reasons and supported by a robust, well-drafted contract following thorough negotiation.

We have worked with both private and public sector organisations outsourcing services including IT, security, haulage, grounds maintenance, health & safety and HR services. We have also assisted clients in terminating outsourcing contracts and moving services both back in-house and to a new provider.

A well thought through contract addressing all key issues is essential to a successful outsourcing.

If you are considering outsourcing, remember:

  • That it probably won’t succeed if the only driver is to save money;
  • That the specification of the service to be provided needs to be output based;
  • That service levels/KPIs need to be relevant, meaningful and easily measurable;
  • That the contract needs to address what will happen if you need to exit the arrangements;
  • That legal advice really can add value, so long as you engage lawyers with experience of outsourcing;
  • That as well as the outsourcing contract, you may also need to consider TUPE regulations.

For advice on how to get your outsourcing right call 01733 887793 or email David Woods.

We can help you make sure your day-to-day activities and specific projects comply with charity law.

Our lawyers continue to work with an impressive portfolio of clients within the charitable and not-for-profit sector.

Our experienced commercial team has a wealth of experience on providing practical advice on both day to day commercial charity matters and specific commercial charity projects. We will work closely with you to gain an insight into your organisation in order to deliver advice and practical solutions tailored to what you want to achieve.

Victoria Robinson is our charity team lead, and an expert on corporate and commercial matters. Victoria’s many charity law highlights include incorporating new charitable entities, advising on charity mergers and restructures and advising on charity constitutional changes. Please contact her with any initial enquires.

“I have been impressed by Victoria’s thorough and professional approach as she has guided us calmly and efficiently through a number of legal and governance matters, including most recently drafting a set of terms and conditions for us to use online to meet the Consumer Contracts regulations.”
(Greenwoods GRM Charity Client August – 2017)

We advise on all charity matters, including:

  • Incorporating new entities including Charitable Incorporated Organisations;
  • Re-organisations;
  • Relationship between the central organisation and branch networks;
  • Subsidiary trading companies;
  • Partnership and joint venture projects;
  • Mergers;
  • Issues surrounding borrowing and investments;
  • Changes to constitutional documents;
  • Data protection;
  • School Academy Conversions;
  • Dealing with regulators including the Charity Commission;
  • Trustee and governance issues and advice.

The Legal 500 commends us for our Charities sector advice:

The team recently advised a leading name in the UK charity sector, which has a large workforce across the country, on changes to its negotiated pay structure. (2017)

The firm “has particularly strong presence among independent schools operating as charities.” (2017)

“Clients receive ‘excellent service from a professional firm’.” (2016)

“….. employment specialists John Macaulay and associate Keith Williams advise national and local charities, notably in the education sector. (2015)

Get in touch with us

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