Legal Practice Notes

Software development—in brief A software development agreement applies when a customer retains or commissions a software developer to design, build, test and, at times, install and maintain tailor-made software. Development activity is also commonly a core element of systems integration agreements as well. These contracts deal with the acquisition, development and integration of an entire IT system, comprising both hardware and software components. The software strand often entails the developer or integrator producing a substantial share of bespoke or modified software. In each scenario, the payment mechanism that sets out which fees the customer must pay (and when those payments fall due) is a crucial feature which—together with other contractual terms, including limits and exclusions on the developer’s liability for contract breach, the calculation of liquidated damages for late delivery by the developer, and the warranties and indemnities the developer gives to the...

This Practice Note provides a concise overview of the legal and practical considerations around ownership of software and other information technology ( IT) assets, and outlines alternative models such as co-ownership and licensing. It also offers practical pointers for effectively managing and handling an organisation’s IT assets. In addition, it signposts options for structuring rights, including shared ownership and licence arrangements. Types of IT assets and associated intellectual property rights/other rights An organisation’s IT asset portfolio comprises all IT systems, solutions, applications and technical know-how that the organisation deploys to carry out specific business functions or deliver services to its customers. At a more granular level, the portfolio will cover discrete elements such as the following: software hardware and other infrastructure, eg servers, data centres and network equipment platforms networks These resources sit behind the technology that a customer or other users will see when...

This Practice Note delivers a high-level overview of the varied forms of social media services and sites, setting out principal ways organisations may deploy them in practice today, while also recognising several business risks that accompany social media use at a glance... Key social media types Social media sites such as Facebook, Tik Tok, Twitter (now known as X), You Tube, Linked In and Instagram commonly sit at the heart of campaigns and community-building efforts. This is in part due to the strong control they give over targeting and reaching specific audiences... A business’s approach to social media will typically be shaped by the nature of its industry, the audience segment in view (for example, Instagram and Tik Tok are popular with 16–24-year-olds), the online spaces and communities its customers and target market frequent, and the likely effectiveness of each site in supporting the...

How are electricity and gas typically metered in the UK? Across the UK, most domestic and non-domestic premises have main, primary meters that record whole-building electricity and gas use for the purpose of calculating utilities charges. These devices present a continuous, running total of consumption. Where smart meters or AMR equipment (see below) are not installed, meters must be read by hand, either by the utility supplier or the occupier of the building. The figures are noted and compared with the previous reading to determine usage over the period, and during any interval without a read, consumption is commonly estimated. Some properties also deploy sub-meters (secondary meters), which are local meters fitted to track the amount of energy used in a specific zone or by a particular piece of equipment. This practice is most common in non-domestic buildings, for example to measure...

This Practice Note on strategic lawsuits against public participation ( SLAPPs) explains what they are, outlines proposed procedural responses, and sketches their evolution... SLAPPs—what are they? The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) now contains a statutory definition of a SLAPP claim ( ECCTA 2023, s 195); however, that definition is confined to matters linked to economic crime... Preceding this ECCTA 2023 definition, the government issued a policy paper in June 2023 (updated 1 March 2024), Factsheet: strategic lawsuits against public participation ( SLAPPs). It described SLAPPs as legal proceedings commonly brought by corporations or individuals to harass, intimidate, and wear down opponents financially or psychologically through misuse of the legal system. They are often presented as defamation claims by wealthy individuals (including Russian oligarchs) or companies to avoid public‑interest scrutiny. SLAPPs arise across a wide range of areas,...

This Practice Note This Practice Note examines how standard essential patents ( SEPs) and fair, reasonable and non-discriminatory ( FRAND) licensing feature in patent disputes before the Courts of England and Wales (the English Courts). It focuses, in particular, on the legal position following the UK Supreme Court’s ruling of 26 August 2020 in the combined Unwired Planet and Conversant appeals, and the practical consequences of that decision. For further information, see News Analysis: Supreme Court— English courts can determine terms of global licences for portfolios of standard essential patents ( Unwired Planet v Huawei). Since then, two further significant rulings on FRAND rates have been issued in England and Wales and have been the subject of appeal judgments, as noted below: First, judgment was handed down on 16 March 2023 in the dispute between Inter Digital and Lenovo following a High Court FRAND trial in...

STOP PRESS: On 19 June 2025 the Data ( Use and Access) Bill secured Royal Assent, was enacted as the Data ( Use and Access) Act 2025 ( DUAA 2025), and took partial effect immediately. Provisions dealing with, among other things, handling data subject access requests and granting powers to make further regulations commenced on 19 June 2025. Measures relating to Information Commissioner notices and elements of law enforcement processing started on 19 August 2025, two months after Royal Assent. Most of the Act still awaits commencement via additional statutory instruments. Parts 5 and 6 update elements of UK data protection and e Privacy law, touching the United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications ( EC Directive) Regulations 2003, SI 2003/2426. Most Part 5 measures are...

Retained EU Law ( Revocation and Reform) Act 2023 The Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023) overhauls the framework set by the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018). It has a marked effect on the status and treatment of what had been retained EU law ( REUL); from 1 January 2024, by virtue of the Act, this is recognised as assimilated law. The legislation also confers a broad set of powers enabling the further amendment, repeal, and substitution of assimilated law over time. REUL( RR) A 2023 came into force in part on 29 June 2023, with additional provisions taking effect on 29 August 2023, and the remaining elements commencing on appointment. It was brought into force on 1 January 2024, save for section 6 ( Role of courts). For...

This Practice Note considers how to respond to a letter of claim of misuse of private information (a privacy claim). It covers: Early checks on receipt of a claim letter: whether a tenable claim exists, any available defences, and CPR compliance Any jurisdictional questions that could necessitate input from foreign lawyers Immediate actions: readiness for any interim injunction, steps to avert further alleged harm, and gathering and preserving documents Points to weigh before issuing a response The content and form of the letter of response Making a prompt offer to settle Settlement and alternative dispute resolution ( ADR) in general Initial case management considerations For guidance when advising your client on bringing a privacy claim, see Practice Note: Starting a claim for misuse of private information—a practical guide. For general guidance on replying to a letter of claim, see...

When commercial software is obtained from a supplier, what is typically granted is a non‑exclusive licence. The supplier keeps copyright in the code; they authorise delivery or download of the code to the customer and, in return for a fee, the customer accepts a licence governed by often extensive terms and conditions. Although people speak of software being ‘bought’ or ‘sold’, for commercial offerings there is, almost without exception, no transfer of title. Only a restricted permission to use is conferred. This Practice Note reviews the legal and commercial questions over whether such licences, when no longer needed by the licensee, can be ‘resold’, that is, assigned to a new user. Second-hand software market This Practice Note focuses on the resale of business software, not games software; the latter combines music, imagery and animation, creating further copyright complications. After the Court of Justice of the EU’s...

STOP PRESS: With effect from 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are now operative. Procurement exercises launched on or after that date must, without exception, proceed under PA 2023, whereas those initiated under the previous regime—including the Public Contracts Regulations 2015, Utilities Contracts Regulations 2016, Concession Contracts Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be procured, administered and managed in accordance with that legislation. The Cabinet Office has likewise refreshed and republished its collections of standard contract documents, templates and guidance materials for the government’s Model Services Contract, Mid‑ Tier Contract and Short Form Contract. These revised materials were issued in tandem with the PA 2023 ‘go‑live’ on 24 February 2025. This Practice Note will be updated shortly to reflect and incorporate these developments. In the meantime, see News...

FORTHCOMING CHANGE : On 13 October 2025, the Ministry of Housing, Communities and Local Government ( MHCLG) opened a consultation on planned enhancements to the Local Government Pension Scheme ( LGPS) across England and Wales. Among its proposals, the paper sets out a sweeping reform of Fair Deal protections, bringing the scheme into line with the 2013 Fair Deal guidance and phasing out ‘broadly comparable’ pension arrangements for future outsourcing, save in exceptional circumstances. Instead, staff compulsorily transferred under TUPE would keep continuous LGPS membership through a new ‘deemed employer’ model, with the original Fair Deal employer remaining fully responsible for pensions, rather than relying on admission bodies alone. These safeguards would apply across re-tenders and subsequent transfers, protecting access for ‘protected transferees’ and, at the employer’s discretion, for new joiners on the contract. For individuals presently in broadly comparable schemes, the plans anticipate bulk transfers into the LGPS that...

This playbook sets out guidance on preparing and negotiating an agreement for the provision of IT services from a supplier‑favourable perspective. Within it you will find both a preferred position and, where necessary, a fallback stance for the clauses most frequently negotiated. That said, it cannot be expected to cover every potential point that might arise in the course of negotiating a specific agreement. It is designed for lawyers acting for the supplier, whether they are part of an in‑house legal team or practising in private practice. Users should tailor the playbook as required to address client‑specific issues and to ensure their client’s interests are fully protected. The degree of risk indicated in the playbook may vary depending on the client in question. For the template agreement on which this playbook is built, refer to Precedent: IT services...

Boilerplate provisions in public sector contracts This Practice Note examines key clauses on payment of subcontractors within public sector contracts. For further guidance on what contracting authorities (and other interested parties) should understand when deploying boilerplate terms in public sector agreements, consult Practice Note: Boilerplate provisions in public sector agreements: general considerations. Public procurement reform Procurement Act 2023 ( Commencement No 3 and Transitional and Saving Provisions) ( Amendment) Regulations 2024 ( SI 2024/959). The Procurement Bill secured Royal Assent on 26 October 2023, becoming the Procurement Act 2023 ( PA 2023). See: Procurement Bill [ HL]— LNB News 12/05/2022 14, and Procurement Bill receives Royal Assent— LNB News 26/10/2023 81. From 24 February 2025, the principal provisions of the PA 2023 are now operative. Accordingly, procurements started on or after that date must proceed in accordance with PA 2023. The pre-existing public procurement regime...

This Practice Note serves as a reference when assessing whether to include a product or service in a television or radio programme in exchange for consideration. It addresses the Ofcom Broadcasting Code (the Code), which prescribes the rules governing what products may appear, the programme genres in which placement is allowed, and the manner in which such items can feature. The rules on product placement in television broadcasts sit in Section 9 of the Code. Ofcom has also issued guidance on these provisions, but that guidance is currently being revised. An archived version for Section 9 can be accessed via the National Archives; however, it does not reflect the rules now in force. Product placement is one form of commercial advertising within television and radio content regulated by Ofcom. For advertising outside television or radio content, see Practice Note:...

THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL AND PERSONAL PENSION SCHEMES The nature of an outsourcing Outsourcing arises where an organisation contracts with a third party to assume responsibility for delivering services that its own staff presently perform under the organisation’s direction. In almost all cases, employees’ contracts of employment move automatically to the service provider as part of the arrangement. A common illustration is a company (the Customer) handing over its IT function to a specialist firm (the Supplier) under an outsourcing deal. In that scenario, the Supplier undertakes to supply IT services to the Customer, with the Customer’s current IT team transferring to the Supplier. The automatic movement of employment can give rise to pension issues and related matters. This is pertinent on a first-generation outsourcing and when the service provider changes during the arrangement. Pension issues may emerge on...

Outsourcing agreements Outsourcing agreements are typically long-term, highly complex and high-value arrangements for services critically essential to the customer’s business. There are several reasons why termination rights in such agreements attract particular and careful scrutiny, especially when contrasted with simpler, shorter-term contracts. For example: it is very often hard for the customer to replace the supplier at short notice. The services delivered are usually tailored to the customer’s specific requirements, with an initial period of transitioning prior to service commencement. If the supplier were able to terminate on very short notice, then the customer could well be left without a critical business function; and the supplier will have forecast a long-term revenue stream for at least the agreed contract term and may not be able to recover all of its costs if the arrangement ends early The termination rights each party can obtain will...

What is open source software? Open source software, often called free and open source software ( FOSS), refers to software whose source code is openly accessible to the public and released under an open licence that permits anyone to use, alter, and share it, in either the original or modified form, without fees or royalties. This stands in opposition to conventional proprietary licences, which typically aim to prevent the licensee from viewing the source code, from deploying the software across multiple users, locations, sites, or machines, and from copying or redistributing it. FOSS prioritises freedom rather than limitation, emphasising the user’s liberties. While it can be obtained at no financial cost (gratis) to users, the term ‘free’ is intended to signify liberty, not monetary value. There are nuanced distinctions between free software and open source software. The label ‘free software’ is more closely linked to the Free...

Norwich Pharmacal applications against online service providers This Practice Note examines particular issues that can emerge when pursuing Norwich Pharmacal applications against online service providers. For guidance on the general principles governing Norwich Pharmacal Orders ( NPOs), see Practice Note: Norwich Pharmacal orders ( NPOs). Online anonymity is often used to facilitate unlawful conduct, including infringing intellectual property rights or posting defamatory statements. Nevertheless, each click or swipe typically leaves a digital trail, even where someone intends to conceal their identity. Connecting that digital footprint to an alleged wrongdoer frequently necessitates disclosure of identifying information held by online service providers. For example: defamatory material posted on a website—operators commonly require users to register details (eg name, address, email) before allowing them to publish content, and the site may record the internet protocol ( IP) address from which the user first registered and/or posted...

This negotiation guide delivers pragmatic advice on the chief issues that may surface when negotiating contracts for the procurement of artificial intelligence ( AI) technologies from a contracting perspective. It is aimed first and foremost at customers acquiring AI solutions, whilst also taking into account positions that suppliers might advance in the course of a deal. It focuses on recurring themes instead of any particular use case or delivery model, and offers guidance on how such considerations could affect the course of negotiations. It summarises the parties’ principal aims and brings to light frequent pitfalls that can be encountered during contract negotiations in this area......