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United Kingdom
United Kingdom
Key definition
B2B definition What does B2B mean? Business-to-business (B2B) describes commercial contracts and transactions where each party is acting in the course of a trade, business or profession, rather than as a consumer. It is a descriptive expression used across practice areas (e.g., supply, distribution, manufacturing, SaaS/IT services, procurement frameworks, outsourcing), not a defined statutory term. In B2B contracts, consumer protection legislation generally does not apply (e.g., Consumer Rights Act 2015 in the UK; Consumer Rights Act 2022 in Ireland). Risk allocation is primarily governed by the negotiated terms, common law and core sale/supply statutes: Sale of Goods Act 1979 and Supply of Goods and Services Act 1982...
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Term, renewal and termination in B2B commercial contracts: drafting strategies, common law and statutory constraints, triggers, consequences and post-termination obligations
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Practice notes
Term and termination
This Practice Note outlines a range of approaches to drafting term and termination clauses in commercial contracts for business-to-business (b2b) dealings. It explores how express contractual provisions align with common law rights concerning the length and ending of contracts, offers practical guidance on preparing term and termination clauses, and highlights the principal issues to address in negotiations. Where an agreement is silent on duration or ending, if a dispute arises, the courts will apply common law principles to discern the parties’ intentions. To reduce uncertainty, it is typical to include express clauses that set out the duration and termination of a contract. As a rule, contractual rights to terminate are additional to, and not a replacement for, common law rights. This Practice Note concentrates on contractual terms dealing with duration and termination in a general commercial context, why they warrant careful consideration, and how they may interact with common law principles. Practitioners should ensure a clear understanding of the relevant common law principles and draft with care to avoid ambiguity and unintended effects arising from imprecise drafting and inconsistent interpretation in court. In this Practice Note, references to ‘term’ are generally intended to denote the overall contractual duration of...
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Web page updated on 22/05/2026
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