B2B (Business to Business) meaning

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 This checklist highlights the principal issues to address when preparing contractual terms for business to business agreements on product safety and liability. See Practice Note: Product liability risk management for producers for guidance on controlling risk ahead of new supply arrangements, including carrying out appropriate due diligence on other relevant businesses in the supply chain. Identify all applicable laws (eg Sale of Goods Act 1979, Sale and Supply of Goods Act 1994, Consumer Protection Act 1987, General Product Safety Regulations 2005, SI 2005/1803, Consumer Rights Act 2015 and Digital Markets, Competition and Consumers Act 2024), as well as any standards and codes of practice that govern the products. Take into account specific legislation for the manufacture, import and sale of particular goods such as fireworks, cosmetics, toys, pharmaceuticals and medical devices, personal protective equipment (PPE), gas appliances, food and animal feed, and automotive. See Practice Notes: Consumer protection for defective or dangerous products—legal bases, Product liability and defective products and General Product Safety Regulations...

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...

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)...

Mergers CAT dismisses Spreadex’s challenge to CMA’s remittal decision on counterfactual in sports spread betting merger The CAT has delivered its judgment in Spreadex Limited v CMA, a claim by Spreadex Limited (Spreadex) seeking review of the CMA’s remittal final report connected to the CMA’s phase 2 inquiry into Spreadex’s completed purchase of the B2B arm of Sporting Index Limited (Sporting Index). The Tribunal endorsed the CMA’s assessment that, without the merger, Sporting Index would most probably have been bought by another acquirer and remained an active competitor, and so the deal gave rise to an SLC. Background Spreadex and Sporting Index both supply fixed odds betting and sports spread betting to UK-based customers. Spreadex also operates in financial spread betting and casino betting. They are the only two providers of licensed online sports spread betting services. In November 2023, Spreadex acquired Sporting Index’s B2C business. On 22 November 2024, the CMA issued its original phase 2 final report, concluding that the merger created competition concerns regarding...

In this issue: UK mergers UK private actions UK antitrust UK market studies UK digital markets EU antitrust EU State aid EU FDI EU Digital markets Daily and weekly news alerts Caselex Caselex UK mergers Constellation Developments Limited/ABVR Holdings Limited merger referred to phase 2 The CMA has referred to phase 2 the completed purchase by Constellation Developments Limited (Constellation) of ABVR Holdings Limited (Aston Barclay), following Constellation’s choice not to offer undertakings in lieu. Constellation forms part of a broader group active in used-vehicle remarketing and retail throughout the UK and Europe. It controls British Car Limited, a business‑to‑business (B2B) used‑vehicle auction business, and We Buy Any Car Limited (trading as webuyanycar), a consumer car‑buying service. Aston Barclay likewise provides B2B used‑vehicle auction services in the UK and runs a car‑buying business through The Car Buying Group. On 29 September 2025, the CMA confirmed the deal met the reference test...

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...

Scope of this Practice Note This Practice Note sets out the Eurosystem’s policy for the future of European payments, covering the comprehensive payments strategy published in March 2026, the Eurosystem cash strategy and the Eurosystem retail payments strategy. It assesses how these strands interact with the EU legal framework for payment services, electronic money, cryptoassets and the digital euro, including the recast Payment Services Directive (Directive (EU) 2015/2366) (PSD2), the proposed third Payment Services Directive (PSD3), the proposed Payment Services Regulation (EU PSR), the Markets in Cryptoassets Regulation (Regulation (EU) 2023/1114) (MiCA), the Instant Payments Regulation and the proposed digital euro regime. This Practice Note concentrates on strategy and policy direction. For more detail, see: the payment services perimeter, authorisation, conduct, transparency, security and strong customer authentication requirements: Practice Note: EU regulation of payment services-essentials electronic money (e-money) regulation: Practice Note: EU regulation of electronic money-essentials the digital euro and other EU related central bank digital currency issues: Practice Note: EU regulation of CBDCs...

This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. This Practice Note offers guidance on the common law and statutory controls that govern exclusion and limitation of liability clauses (also described as limitation of liability clauses, limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses), including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It identifies which provisions amount to exemption clauses and sets out three central matters to address when drafting them or assessing them in a dispute: incorporation construction statutory controls It also outlines the courts’ treatment of attempts to exclude or restrict liability for certain breaches (eg fundamental breach) and for different heads of loss (eg direct loss, indirect and consequential loss, loss of profits, loss of use and loss of data). It notes common techniques parties use to allocate or restrict risk (eg financial caps, time bars, excluding rights of set-off) and addresses...

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...