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How do you date a contract if work started before you were in a position to agree and sign the final version?

Travers Smith has written the UK chapter of the Chambers global outsourcing guide.

Benchmarking mechanisms in commercial agreements are intended to help customers to assess whether they are getting a good deal. But both suppliers and customers can sometimes end up feeling that the whole process is more trouble than it's worth.

Our regular round-up of recent and forthcoming developments in law and practice for in-house counsel.

Many commercial contracts contain blanket exclusions of loss of profits – and sometimes the parties also agree that such clauses will be mutual (so both supplier and customer benefit from the same exclusion). But a recent dispute between EE and Virgin Mobile highlights the significant impact such provisions can have on a party's remedies for breach – especially where the clause is reciprocal. The judgment also contains some important lessons about exclusivity obligations.

Welcome to the first edition of the Travers Smith Outsourcing Spotlight. This issue highlights a number of hot topics, including the impact of AI on outsourcing, changes to the UK's regimes for data protection and cybersecurity and proposed reforms to UK employment law, including TUPE.

Amid widespread concern about the workings of the housing market in the UK, in February 2023 the Competition and Markets Authority (the "CMA") launched a consumer protection project into the rented housing sector, alongside a separate market study into housebuilding, discussed here.  Whilst acknowledging that some of the problems in the rented housing sector are not within its remit, it has stated its intention to ensure that ineffective competition or unfair business practices do not increase costs, limit choice or reduce quality for tenants. Following an initial 3 month period of engagement, the CMA has published an update report into the rental housing sector which summarises the feedback it has received from a wide variety of stakeholders, and identifies the four areas on which it intends to focus in the next stage of its project.

Imposing an obligation on another business to offer the best prices and terms that it offers to all other customers can often seem attractive – but such clauses are not always straightforward. In this briefing, we explore some of the difficulties and discuss the key points to consider for both customers and suppliers when negotiating such clauses.

Commercial contracts often require goods or services to be provided over several years – so is it better to have a single global limitation of liability for all claims over the life of the contract? Or should you opt for multiple caps, where the limit effectively "resets" for each year of the contract or for each separate claim?

Following Brexit, the UK Government is keen to boost trade with countries outside the EU. Our interactive maps show the extent of the UK's global network of free trade agreements and bilateral investment treaties.

Audit clauses can be a useful tool for verifying compliance with contractual obligations, especially on compliance, pricing and payment issues. But what are the key drafting considerations?

Our round-up of recent and forthcoming developments in UK law and practice for our international stakeholders.

In the first warranty & indemnity insurance ("W&I") claim to be decided by the Commercial Court, the Defendant insurers succeeded on every issue, with the Court finding that there had not been a breach of the relevant warranties and indeed no loss as the buyer would have paid the full purchase price in any event.

There's now a new route to transfer personal data to the US under EU GDPR – for the time being at least. On 10 July 2023 the European Commission adopted its adequacy decision for the EU-US Data Privacy Framework (DPF).  Max Schrems has already said that it will be challenged in the Court of Justice of the EU (CJEU) and so this is unlikely to mark the end to the uncertainty that has hung over international data transfers since Schrems II.  This briefing looks at the implications of the adequacy decision.       

The controversial legislation to enable the Government to revoke or reform retained EU law (the Retained EU Law (Revocation and Reform) Act or REUL Act) has now Received Royal Assent. Although some of the most heavily criticised aspects of the legislation have been removed, it will still create a climate of uncertainty around retained EU law.

In an environment where costs are increasingly unpredictable and escalating, pricing mechanisms based on  cost plus a margin may seem an attractive option, at least for suppliers. But as we explain below, there are a number of pitfalls for the unwary – and it's vital to build in appropriate contractual protections.

Ireland's Data Protection Commission (DPC) has published its decision following its inquiry into Meta Platforms Ireland's transfer of personal data from the EU/EEA to the US for Meta's Facebook service. The corrective steps it has ordered and €1.2 billion fine, the largest ever issued under GDPR, are a substantial, albeit expected, blow for Meta.

Our regular round-up of recent and forthcoming developments in law and practice for in-house counsel.

Following repeated postponements, the UK Government has finally published its plans to introduce full border controls on imports of goods from the EU. We explain what this means in practice and what businesses need to do to prepare.

The Competition and Markets Authority (CMA) has published an open letter to online B2C businesses, highlighting certain practices that may mislead consumers. The focus is on claims relating to the need to act urgently and price reductions.