Publications

What goes around comes around. SaaS providers are under pressure to provide more flexible and adaoptive service offerings to stay ahead in the market.

When buying a business, a buyer may be particularly concerned to ensure that they acquire profitable existing contracts which the business has entered into with third parties. The legal framework underlying each method of transfer is very different and the implications for existing commercial contracts varies depending on the choice of acquisition method. 

Commercial contracts will routinely include clauses that aim to limit the liability or exclude one or both party's liability for breach of contract and/or claims in negligence. Although the starting point is that the parties are entitled to agree to any terms that they choose, there are certain limitations on the enforceability of limitations of liability and exclusion clauses. Businesses should also be particularly aware of the far greater restrictions on the liability which can be excluded in contracts with consumers.

Standard Terms of Business are commonplace in commercial transactions. They offer certainty as to a party’s obligations and potential liability under a contract. However, where one of the parties to a commercial transaction try to contract by reference to one or more standard terms of business, a situation can arise commonly known as Battle of the Forms in English law  and contract formation cases.

The High Court recently considered a claim bought by Thomas Pink, a well-known quality shirt maker, against Victoria’s Secret’s UK operations, relating to the trade mark infringement case of Thomas Pink’s “PINK”.

Shareholders’ agreements provide a foundation for shareholders to maintain cohesive ownership and management of a company. They are especially important where a company has several shareholders with varying degrees of involvement to ensure that each shareholder is clear as to their rights and responsibilities within the company.

Startups offering services should ensure that their service agreements are carefully drafted to accurately reflect the role and responsibilities of the service provider. Legal advice is essential to ensure that businesses understand what provisions should be included and the effect of those provisions on both parties to the contract. Written agreements will often prevent disputes arising as to the interpretation of contractual terms, but oral agreements can be equally binding. 

Electronic databases are protected by database rights and copyright. These two types of protection have similarities in that protection is given as soon as the database is created. However, they differ in the extent of protection, for example how much of the database can be protected and how long it will be protected for.

One of the ways in which a holder of an unregistered trademark right can be protected is under the law of passing off. There are three main criteria which needs to be established before one of the remedies available under passing off is given.

Businesses who want to ensure the obligation of confidentiality remains when an employee is in the process of leaving the company, will need restrictive covenants and confidentiality clauses implemented into their employment contracts.

It is essential for designs to be registered so that they can be protected under intellectual property law. To gain as much protection as possible, one must apply for their design to be registered not only in the UK, but internationally. One way is by filing an application for a Registered Community Design.

Novation is the process of transferring terms in a contract between two parties, to a third party. There must be a new contract which substitutes the original contract. One of the benefits of novation is that it can be applied to any contract, such as technology agreements, and in any industry, such as the construction industry.

One reason why it is important for businesses starting up to enter into employment contracts is because employees who begin working for the particular business may find themselves taking on responsibility for jobs which they originally did not agree to. An employment contract will settle any misunderstandings.

There are two main categories of indemnities in information technology contracts. The first provides cover for losses where events which do not directly related to the performance of the contract, cause a loss. In other words, there is no performance which has breached the contract. This can include breaches of data protection regulations.

In the instance that a claim in professional negligence is sought, there are three major elements that need to be satisfied. However, due to the issue of causation, a loss can be difficult to prove when claiming damages. Also, professionals tend to have professional indemnity insurance policies to protect them from errors that may have caused a loss to a client.

There has been an increase in compliance with data protection laws for SaaS service providers. Not only is data protection regulated by the domestic legislation of the parent company, but where there are subsidiaries in other jurisdictions, the respective data protection law in that state will also apply to the parent company.

It is essential that new business seek specialist legal advice to reduce the risk of disputes when starting up. One way of preventing or minimising disputes is incorporating the business at the earliest opportunity. 

There are many considerations to be made when businesses intend on entering negotiations for an intellectual property license.

The increase in social media popularity and availability has meant that businesses have been required to implement IT policies in the workplace.

The law of economic torts in England provides a flexible cause of action to address all sorts of damage caused to businesses. When a person or business intentionally interferes with another party’s business and causes economic loss, that unlawful activity may be addressed by utilising a long standing action in the law of torts known as unlawful means conspiracy. It is one of the pillars of economic torts. Our London Solicitors comment.

Trade mark infringement can be proved when a business uses similar or identical designs to designs which are already registered trademarks.

Following a decision in 2012, the second-hand software market is developing. This is at odds with the wishes of software houses, because sales of second hand software means less sales of new software.

There are a number of points that need to be clarified when businesses negotiate a commercial lease agreement. Legal advice should be sought at the earliest instance to ensure that provisions in the agreement are clear for all parties involved. This should prevent any misunderstandings between the terms of the agreement.

The financial crisis was a catalyst for numerous high-profile white collar criminal cases from Bernie Madoff in the US to the Tchenguiz brothers in the UK. Along with investigations into individuals there have been a multitude of criminal and civil investigations into institutions from Wall Street to the City of London.

The general law of confidential information provides legal recourse against those who disclose secrets to others in confidence and where the recipient subsequently divulges that information to someone else.  It also extends to companies which have in turn been passed the information by the original confidant, and applies in relation to trade secrets, sensitive commercial information and all forms of intellectual property rights.

The case of De Beers v Atos involved a diamond business who entered into a fixed price contract with a vendor. Subsequently, both parties sought judgment for repudiatory breach of contract after delays and costs overrunning. In order to prevent such a dispute arising, it is important to foreshadow legal issues that are likely to arise in IT development contracts and project management.

Technological convergence take place when existing technologies combine to create new forms of media and applications. Handheld devices such as smartphones and tablets in conjunction high-speed mobile broadband offer consumers the convenience and economics of purchasing fewer devices with ever broader media capabilities.

The case of Oracle America is applicable where businesses have been found to import goods from different jurisdictions for the purpose of reselling them within the European Union. The case concerned a computer hardware supplier who purchased disk drives from a computer system manufacturer for the purpose of importing them. The decision in this case set a precedent regarding parallel imports.

Retention of title clauses are available to suppliers of products to insulate against failures to pay for goods by financially weak customers. We discuss some of the requirements for valid and enforceable retention of title clauses, and the default position regarding the passing of legal title in a sale of goods contract which may be changed by retention of title clauses.

Intellectual property licensing enables use of intellectual property to be lawful; without a license, use will be an infringement of the owner’s rights. Provisions in an intellectual property license can be negotiated to agree the scope of the licence and duration, amongst other terms. We discuss the benefits of applying for a license to both owners and users of intellectual property and what disadvantages may arise.

If a competitor or other third party has induced an employee to intentionally commit wrongdoing or act detrimentally to your business, then you might have recourse to a legal remedy and potential damages under the tort of inducing breach of contract, or procuring breach of contract in modern parlance.

Small and medium sized businesses face a greater risk of cybercrime and online fraud than larger enterprises. In this article, we discuss why smaller businesses are being targeted, how cyberattacks can be avoided using effective monitoring and the steps that should be taken if you discover that your business is at risk.

The prominence of several recent high-profile ‘data disasters’ within the online businesses forum demonstrates the importance of complying with the substantial legal requirements set out in EU and UK Legislation. In this article, we discuss some of the substantial requirements of the main regulations governing e-commerce, the Electronic Commerce Regulations 2002 and the steps a business should take to avoid claims from consumers.

In this quick guide to the Intellectual Property Enterprise Court, we discuss some of the distinctive characteristics of the specialist Court and why many small and medium sized businesses can benefit from the streamlined procedure and financial limitations imposed to assert and enforce IP claims.

When is a person self-employed, and when are that employed? Three tests apply to determine whether a person is self-employed or employed by some else. We discuss the tests and the factors weighed by courts to decide the position.

Planning for changes and variations of prices of the course of a long term contract requires flexibility to be built in to a commercial contract.

Fundamental principles of law prevent contracting parties from assigning contractual rights to another person. Should a contracting party wish to assign its rights to a third party, the agreement of the person to take on the responsibilities in the contract is required.