B2B meaning

Flowchart This Flowchart explains the requirements that must be met for the court to determine that a transaction constitutes an extortionate credit transaction and to provide relief. It should be reviewed alongside Practice Note: Extortionate credit transactions—corporate and personal insolvency...

This Checklist highlights the principal points and potential pitfalls to address when preparing and agreeing a payment clause in a business to business contract, covering late payment as well. For a model clause, see Precedent: Payment clause-commercial contracts. Guidance on late payment is in Practice Notes: Penalty interest rates in commercial contracts and Late Payment of Commercial Debts (Interest) Act 1998, including, in particular, the sections on: Contracts, organisations and debts subject to LPCD(I)A 1998 Calculating the statutory interest Express terms for late payment in place of statutory interest Meaning of 'grossly unfair' Price and payment terms in a contract are often closely linked. When using this checklist, also refer to: Drafting and negotiating a price clause-checklist. Legal issues, general comments and what to watch out for are noted. Late payment legislation The Late Payment of Commercial Debts (Interest) Act 1998 (LPCD(I)A 1998) allows all businesses and public sector bodies to claim statutory interest on late payment of commercial...

Flowchart This Flowchart assists in identifying and selecting which Precedent agreement for the supply of services is best suited for use in a particular situation or circumstance. An at-a-glance table likewise summarises the principal underlying drafting assumptions for each of the Precedent agreements, providing an alternative means of deciding the most appropriate Precedent to deploy in any given situation or context. Only business-to-business (B2B) Precedent options are addressed by the Flowchart together with the accompanying table...

This Checklist supports the preparation of terms and conditions for the sale of goods. It highlights key points when producing standard B2B terms or a goods sale agreement. It covers legal, regulatory and practical aspects of selling and supplying goods and is written from a seller/supplier perspective. For general guidance on contracts for the sale of goods, see Practice Notes: Contracts for the sale and supply of goods—business to business and Implied terms in contracts for goods and services. For broader guidance on key provisions in commercial contracts, see Practice Note: Key terms and conditions in commercial contracts. General considerations Engage with departmental stakeholders to identify concerns and gather customer feedback that should be addressed in the terms. Map how goods will be provided and any back-end processes, eg delivery or returns, that need to be reflected in the terms. Check for pre-existing commitments, such as restrictive covenants or exclusive sale or purchasing arrangements, that could prevent a bespoke supply contract...

The Texas shoot out Also termed a Mexican shoot out, Tex Mex shoot out or sealed bids, this procedure can be initiated by either shareholder, including shareholder who did not cause the deadlock, by serving notice on the other shareholder, compelling both shareholders to submit sealed bids for other shareholder’s shares within a specified timescale as set...

The German government has recently unveiled a bill intended to update arbitration legislation. The overhaul is designed to modernise German arbitration rules and to make Germany more attractive as a venue for international arbitration proceedings. The government’s draft is closely modelled on the proposal released by the Federal Ministry of Justice in February 2024, although it also addresses a number of criticisms that had been raised by practitioners. One notable amendment to the existing legal framework is the intention to allow form-free arbitration agreements in the B2B sector. In contrast to the earlier draft bill, however, the government’s version has now removed the ability to demand a written record of such an agreement, and even to bring proceedings to obtain one...

In this issue: Cybersecurity Data protection LexTalk®Information Law: a Lexis®Nexis community Daily and weekly news alerts New and updated content Cybersecurity DSIT and NCSC launch new Cyber Governance Code of Practice On 8 April 2025, the Department for Science, Innovation and Technology (DSIT) and the National Cyber Security Centre (NCSC) released a new Cyber Governance Code of Practice, shaped by industry consultation in 2024. The code sets out actions for boards and directors to tackle cyber security risks across five areas: risk management, strategy, people, incident planning, and assurance. It sits within a broader governance package featuring training and an implementation toolkit, aimed chiefly at medium and large organisations. The initiative was created in light of data showing that 74% of large businesses faced cyber attacks in the past year. See: LNB News 08/04/2025 8. Data protection Commission’s Expert Group on B2B data...

Cordiant Digital Infrastructure Ltd Cordiant Digital Infrastructure Ltd, a main market company on the London Stock Exchange, confirmed in April 2025 that the deal secured clearance from Ireland’s Competition and Consumer Protection Commission. On 1 September 2025, the investor reported that the BT unit supplies wholesale fibre and B2B connectivity to roughly 400 clients across Ireland. It also said Speed Fibre anticipates that pooling assets will enable delivery of a wider portfolio of connectivity products and services for customers. Simmons & Simmons LLP advised BT, while Irish firm McCann FitzGerald LLP acted for Cordiant Digital Infrastructure Ltd on the deal. This summary draws on an article first published by Law360, a LexisNexis® company, on 1 September 2025 and is reproduced with permission. Further details are available at: www.law360.com/ (subscription required)...

This Practice Note This Practice Note offers a high-level overview of the data protection framework relevant to direct marketing, particularly how such activities may give rise to compliance obligations under the Assimilated Regulation (EU) 2016/679, the United Kingdom General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA 2018) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR 2003), SI 2003/2426. It is aimed at commercial organisations in the UK, with further, scenario-specific guidance signposted. The main difficulty in direct marketing is determining what the UK GDPR and PECR 2003 permit and whether consent is needed, which will differ according to the activity undertaken and the audience targeted. This Practice Note reflects the following ICO guidance: Direct marketing guidance Direct marketing using live calls Making live marketing calls about claims management services Making live marketing calls about pension schemes Direct marketing using electronic mail Guide to PECR, cookies and similar technologies Guide to PECR, what counts...

Background and introduction to SEPA After the euro was introduced in 11 EU countries in 1999, it became evident that domestic and cross-border retail payment services did not deliver comparable service levels. In September 1999, the European Central Bank (ECB) issued a report on enhancing cross-border retail payment services (the ECB 1999 Report). The report recognised that cross-border credit transfers within the euro area lagged significantly behind domestic credit transfers, even though a single currency environment called for a Single European Payment Area (SEPA). To initiate the debate and send a clear signal to the banking and payment systems industry, the Eurosystem (consisting of the ECB and the national central banks of countries that had adopted the euro) set out seven objectives for the industry to meet: Improved systems/services to be in place by 1 January 2002 Place priority on cross-border credit transfers Substantially lower the price of cross-border credit transfers Ensure settlement times are comparable for domestic and cross-border payments As...

This Practice Note This Practice Note explores the use of non-contractual mechanisms by software suppliers to halt or restrict the operation of on-premise software in business-to-business licences, the resulting legal considerations, and the real-world impact on drafting relevant software licences. It introduces a range of disabling tools: Time bombs Logic bombs Back door/trap door Fork locks Remote control and switching off, or ‘deprovisioning’ Where a customer breaches licence terms, or fails to pay licence or support charges, the supplier can pursue legal action. Yet litigation brings expense and uncertainty, and may strain the customer–supplier relationship. As a result, a supplier may favour a more immediate, practical approach: deploying disabling devices to stop the software from running, triggered remotely or automatically by the supplier. For most developers, such features are straightforward to create and embed. Activating (or threatening to activate) these tools can give the supplier significant leverage over customers, especially where the software is critical to the business. That...

1 Definitions and interpretation 1.1 Within these Conditions, the terms below shall have the following meanings: Adequate Procedures – to be interpreted in accordance with BA 2010 and the guidance issued under it; Affiliate – any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, another entity; Applicable Law – all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding effect, whether local or national [ or international in any relevant jurisdiction ]; Associated Person – means any or all of: (a) a party’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With that party (the Associates); and (b) persons Associated With any of the Associates, in each case engaged in performing services for or on behalf of that party, the Services and/or the Contract; Associated With – when used: (a) in clause 10 and in respect of bribery, shall be read in accordance with BA 2010 and the guidance published under it; (b)...

This Agreement is entered into on [ date ] Parties [ insert name of supplier ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Supplier); [ insert name of customer ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Customer), (each of the Supplier and the Customer being a party, and together the Supplier and the Customer constituting the parties) Background The Supplier carries on the business of supplying [ insert description ] to other businesses. The Customer carries on the business of [ insert description ]. The parties have agreed that the Supplier...

THIS AGREEMENT is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is at ] [ insert address ] ( Supplier ); [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is at ] [ insert address ] ( Customer ) (each of the Supplier and the Customer being a party, and together the Supplier and the Customer constitute the parties). Background The Supplier carries on the business of providing [ insert description of services ] to other enterprises. The Customer is engaged in the business of [ insert description ]. The parties have agreed that the Supplier will deliver the Services to the Customer on the terms contained in this...

Automatic renewal clauses Automatic renewal clauses may present in various formats to the following overall effect: open-ended contract subject to notice—“This Agreement will remain in force for a term of [three] years from the commencement date...”

Termination rights within a business contract When assessing termination rights in a business contract, it is essential to identify the various grounds for bringing the contract to an end. For instance, distinguish between ending for breach and termination without cause. You should also review how the termination clause interacts with other remedies and terms within the contract. Contractual provision for termination The Practice Note: Termination and expiry of contracts outlines the law, guidance and practice on ending an agreement, including the legal and practical implications of the route selected to conclude the agreement, whether the termination arises under an express termination provision, by rescission of the agreement, or due to a breach of contract. That Practice Note indicates it is commonplace for parties to negotiate terms that specify when an agreement may end, such as allowing termination on notice by either party. There is no general bar on a business contract conferring termination rights on only one party. It also reiterates that it is quite usual for...