Commercial Law

Our highly experienced team will take a strategic, rounded and pragmatic approach to ensure your commercial needs are met.

"Gosschalks has assisted Ei Group for a number of years in negotiating various high value and strategically important deals with major suppliers, including the likes of Molson Coors, Heineken and most recently with Budweiser Brewing Group."

— Miles Selby - Procurement Director, Ei Group plc

  • Supply and procurement (goods and services), including framework agreements

    We’ll give you the expertise and support you need to evaluate, negotiate and draw up the right procurement and supply contracts.

    When sourcing supplies or drawing up contracts with your business customers, you’ll benefit greatly from clear and dependable contractual frameworks being in place. These will give your business commercial confidence and protect what’s important.

    This is particularly important for long-term or key on-going trading relationships, which your business relies upon. You need to make sure you tie down essential commercial terms moving forward as part of your strategic business plans. A properly drafted agreement will provide clarity and protection if a problem does come up.

    Negotiating and drafting these contracts can be commercially difficult. There’s a lot to take into account from a legal point of view if the agreement is to be fit for purpose. We’ll give you expert advice and support throughout the process.

    Key Contact: James Phinn

  • Outsourcing

    We can give you clear and comprehensive advice on outsourcing arrangements. Our team has experience in a variety of projects, from technical IT-type outsourcing through to distribution warehouse management.

    Outsourcing involves the transfer, by a business to a third party supplier, of the operational responsibility for the provision of a distinct business function, process or service. Sometimes, this is coupled with an associated transfer of employees, software and contracts relevant to that business activity.

    Successful outsourcing requires a flexible but clearly-defined framework to meet your changing needs. Agreements are usually lengthy and detailed, with a focus on defining and measuring outsourcing service levels. You’ll need to make sure there are sensible solutions in place if you get poor service, and well-considered transfer clauses at the start and end of the relationship.

    Key Contact: James Phinn

  • Distribution & Resale

    We’ll make sure your strategy and rights are protected, and drive the best value out of the relationship for your business.

    Distribution arrangements are often used by suppliers or manufacturers to expand their business into new countries or markets.

    You need to consider how best to position your business when appointing a third party organisation to market, sell or distribute your products or services. Or when considering distributing another’s products or services in this way.

    Distribution agreements are subject to quite strict EU and UK competition rules. These rules tend to drive the way they are drafted, in terms of fitting within a specific framework and avoiding prohibited terms.

    Key Contact: James Phinn

  • Online Terms & eCommerce

    We’ll give you clear, confident advice and support on all areas of e-commerce to make sure you make the right decisions for your business.

    Our committed team of specialist lawyers can guide you on the laws surrounding:

    • Internet and email policies
    • Online distance selling
    • Data protection
    • Privacy issues

    Key Contact: James Phinn

  • Terms & Conditions of Trading/Business

    We are experts in the drafting and effective use of standard terms and conditions of supply or purchase. We can advise you on how best to position your business in light of underlying contract law.

    Whatever your business does, you need to carefully manage the terms on which you deal with your customers. You need to make clear your contractual obligations. You need to limit your potential exposure in the best way possible. And you need to make sure you comply with the law.

    Contractual disputes are a reality of commercial life for most businesses. There’s a constant stream of reported cases where the courts are asked to rule on whether standard T&Cs are enforceable or not. And often these cases involve quite large sums of money.

    There are many pitfalls and the law in this area is constantly evolving. We’ll guide you through the law and give you expert advice along the way.

    Key Contact: James Phinn

  • Brands, Copyright, Designs & Database Rights

    We’re here to protect your brand, your ideas and your rights. Our specialist team will guard everything that makes your business what it is.

    We can help you safeguard what matters to you. From brand and copyright licensing to design and database rights, we’ll make sure you’re protected for the future.

    Key Contact: James Phinn

  • Franchises & Licensing

    Setting up a local, national or international franchise? Or thinking of taking on a franchise operation yourself? Our experienced team will guide you through the process and advise you on the contracts to help you turn it into a success.

    In 2011, UK franchising turnover was £13.4 billion, covering over 40,100 franchised units. The sector is increasing substantially faster than the rest of the economy. Franchising is seen as a lucrative way of exploiting a brand and successful business model in new territory without the need to put up all the investment. Franchisees often see it as a guaranteed formula for business success.

    Franchises have been developed over various types of business and come in many forms. But all will have certain key elements. Typically, the franchisor allows a franchisee to use its name, exercises continuing control over their business, provides operational assistance, and takes periodic payments from the franchisee.

    Franchise agreements are often very lengthy and detailed. They’re usually highly tuned towards ensuring the franchisor’s prized brand and business model is both consistent and protected.

    Specialist solicitor and partner, James Phinn, has wide experience in UK and overseas franchising. He acts for both franchisors and franchisees, including Checkpoint Systems (franchisor) and Toni & Guy (franchisee).

    Key Contact: James Phinn

  • IP/IT Due Diligence

    We can guide buyers on the security and efficiency of a business’ IT assets and IP procedures to reduce potential risks, identify future investments and secure the best possible sale price.

    If you’re intending to purchase a company that relies heavily on IT, it’s vital that you assess their IT assets, costs, performance and security. We’ll help you do just that.

    Our specialist solicitors will investigate how the business is being run on the IT and IP side to make sure you’re fully aware of the risks, investments and potential for future growth before you make the transaction.

    Key Contact: James Phinn

  • IT/IP Outsourcing

    Thinking of contracting for services? We’ll advise you on the intricacies surrounding outsourcing agreements and protect your business throughout the whole process.

    Outsourcing can have a lot of positive outcomes for your company. Using a provider who specialises in the given area can reduce your cost base and drive up your service levels.

    Through careful, tailored advice and direction, we can help your business secure the right solution for your needs. We’ll safeguard your best interests throughout the arrangement and for the future.

    Key Contact: James Phinn

  • Intellectual Property (IP)

    We’ll fight for your rights and help you protect your ideas, your brand and everything that makes your business competitive and successful.

    Our Litigation and IP teams work together to make sure you get well-rounded commercial advice on any contested litigation relating to:

    • Copyrights
    • Trademarks
    • Patents
    • Trade secrets
    • Unregistered and/or registered design rights
    • Confidential information

    Key Contacts: Phil Osborne and James Phinn

  • Leasing & Hire

    We’ll help you see the benefits, protect your rights and give you clear, commercial advice on your leasing or hire contract.

    There are a variety of ways in which your business can get the equipment it needs. There are also different means you can use to finance your acquisition, whether or not you actually take ownership of the asset.

    Usually, your business may lease or hire the equipment for a fixed period of time without ever intending to own it, under a Contract of Hire or Operating Lease. Or you may choose a Hire Purchase Agreement, where the sale price is essentially paid over time and can then become your property.

    We act for a number of businesses in this sector who hire business equipment, including Deborah Services Ltd in the UK and Axxion Equipment BV in Holland.

    We’ll help you draw up the right leasing or hire contract for your needs.

    Key Contact: James Phinn

  • Software Licencing, Maintenance & Support, including desktop, SaaS and Apps

    Our experienced commercial team can advise you on the right software licensing, maintenance and support agreements for your needs.

    Whether you’ve a handful of users or hundreds, we’ll guide you through the law on securing the right licensing for your software.

    We can also give you expert advice on maintenance and support agreements to help you minimise downtime and increase efficiency.

    Key Contact: James Phinn

  • Promotion, sponsorship & Commercial Tie Ups

    Through sound advice and a confident, practical approach, we’ll help you negotiate, draft and secure your sponsorship deal.

    Sponsorship is big business. It mainly covers sport, but can also involve music events, the arts, charitable and educational activities, and even the funding of television film productions.

    Traditionally, a sponsor will want brand or product exposure by associating itself with a popular artist, team or event. They can do this by paying for the privilege or by contributing products or services. A written sponsorship agreement is important to protect both the interests of the sponsor and the other party.

    The sponsor must tie down in writing the list of brand promotion rights and to clarify the scope of brand user license granted. They must also have the means to exit swiftly if something happens which could reflect poorly on the sponsor’s reputation. For the sponsored party, the need is usually driven by having enforceable payment obligations. They also need to make sure the rights granted align with their own rights portfolio and other sponsors’ expectations.

    We have been advising our local and national clients in this area for many years, particularly in the field of football. We negotiated and drafted kit supply deals and shirt sponsorship deals on behalf of Hull City AFC during their Premiership years. We also have extensive experience in venue sponsorship arrangements.

    Key Contact: James Phinn

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