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Thinking - Snapshot

Applying limitation of liability clause to primary obligation to pay for goods

Published on 17 Apr 2024.

Costcutter Supermarkets Group Limited v Vaish [2024] EWHC 152 (KB)

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Snapshots Spring 2024

Published on 17 Apr 2024. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

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The new EU Digital Operational Resilience Act (DORA)

Published on 17 Apr 2024. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

What can financial services entities and ICT providers expect from DORA and what do they need to do prepare for it?

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ASA publishes final report on Intermediary and Platform Principles Pilot

Published on 13 Dec 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

How have the main digital platforms responded to the ASA’s year long Intermediary and Platform Principles Pilot initiative (the IPP)?

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Interest clauses – displacing the courts’ wide discretionary powers to award interest on debt or damages

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

What is the courts’ approach to awarding statutory interest when a contract provides for contractual interest.

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Incorrect invoicing – claiming the difference between sums mistakenly invoiced and sums correctly due under agreement terms

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

When a supplier invoices a lower sum than the figure due under the agreement, can the customer defend a claim in debt based on incorrect invoicing?

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Excluding statutory implied terms – inequality of bargaining power considerations

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

In what circumstances is it reasonable to exclude the statutory implied term as to quality?

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Express and implied good faith obligations and relational contracts

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

Did an express or implied general duty of good faith arise under a relational contract between parties who were also competitors?

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SPA breach of warranty claim – interpreting a no material adverse change warranty

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

How will the courts assess an alleged breach of a warranty that there had been no material adverse change in the financial prospects of a company?

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Exclusion clauses - loss of profits and wasted expenditure

Published on 13 Dec 2023. By David Cran, Partner, Head of IP & Tech

What factors does the court take into account when construing an exclusion clause that covered loss of profits and wasted expenditure, and how does the court approach arguments on whether UCTA applies where the parties are dealing on standard terms of business that have been subject to some negotiation?

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Snapshots Winter 2023

Published on 12 Dec 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

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ICO issues preliminary enforcement notice against Snap for its “My AI” Chatbot

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

How can organisations who wish to join to the world of generative AI ensure that they adequately assess the risks from the perspective of the Information Commissioner’s Office (ICO)?

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New Development: EDPB provides clarification on tracking techniques covered by the ePrivacy Directive

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

On 14 November 2023, the European Data Protection Board (EDPB) adopted a set of new guidelines (the Guidelines) on the technical scope of Article 5(3) of the ePrivacy Directive (the ePD).

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Clearview AI cleared of £7.5m ICO fine for processing data outside the UK

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

Just how did the processing of personal data by Clearview AI (Clearview) fall outside the scope of UK GDPR?

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ICO publishes guidance to ensure lawful monitoring in the workplace

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

How can employers monitor their workers whilst maintaining their trust and complying with data protection regulation?

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ICO publishes its draft “Data Protection Fining Guidance” for public consultation

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

How will the Information Commissioner’s Office (ICO) calculate the amount of a fine under the UK GPDR and the Data Protection Act (DPA) 2018?

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EU Advocate General’s opinion on data subjects’ rights to compensation for non-material damage under the GDPR

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

Does the theft of an individual’s sensitive personal data by a wrongdoer give rise to compensation for non-material damage under Article 82 EU General Data Protection Regulation (GDPR), if the wrongdoer has not used, or taken steps to use, the sensitive personal data for any purpose?

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Platforms with Irish HQs win EU case to follow Irish law

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

Do platforms have additional regulatory obligations in EU states, even if they don’t have a registered office there?

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Ofcom issues draft guidance and launches consultation on the Online Safety Act 2023

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

What can platforms expect from Ofcom, as it steps into its new role regulating compliance with the Online Safety Act 2023 (the Act)?

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European consumer group files greenwashing complaint over water bottle recyclability

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

Will a consumer group complaint about recyclability and the use of green imagery on water bottle packaging be successful in proving a breach of EU regulations against greenwashing? And what will this mean for wider industry using recyclable or recycled packaging?

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Last chance saloon: EU consumers only have one opportunity to withdraw from auto-renewing subscription contracts

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

When do EU consumers have a right to withdraw from subscription contracts? And how will this differ to the UK’s approach under the new Digital Markets, Competition and Consumers Bill (DMCC)?

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New Development: European Parliament adopts draft report to address the addictiveness of digital platforms

Published on 11 Dec 2023. By Oliver Bray, Senior Partner

Earlier this year, the European Parliament published a draft report (the Report) on the addictive design of online services and consumer protection.

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UK Government u-turns on phasing out “CE” product safety marking

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

What product safety marks can be used on products in the UK?

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The Retained EU Law (Revocation and Reform) Act 2023 – a happy new year?

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

How will the Retained EU Law (Revocation and Reform) Act 2023 (the Act) impact UK businesses?

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Government consults on improving price transparency and product information for consumers

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

What does the UK Government’s consultation on Improving Price Transparency and Product Information for Consumers (the Consultation) signal about online choice architecture, and what businesses should be doing now to avoid the risk of fines next year?

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Terminating software agreements when they fail to deliver software deliverables on time

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

How did the court determine: (1) whether a software implementation timeline agreed by the parties was binding; (2) when implementation was considered complete; and (3) in what circumstances did failing to complete implementation by the contractual deadlines entitle the customer to terminate the contract?

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Pre-contractual documents – when heads of terms are legally binding and enforceable

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

Was a signed document marked “heads of terms” but not marked “subject to contract” a binding agreement for lease?

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Limitation of liability clauses in software development projects – financial caps

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

Was the limitation of liability clause in the Master Services Agreement construed by the court to provide for a single aggregate cap to be applied to the customer's pleaded claims (limiting the claim to £11.5m from a pleaded claim of £31m), or separate caps for each claim?

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Financial claim caught by clause excluding liability for loss of anticipated profits

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

How did the court approach the construction of an exclusion clause to determine whether the claimant's financial claim for breach of an exclusivity provision was properly described as a claim for “anticipated profits” and as such was excluded by that clause?

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The ASA’s “Active Ad Monitoring” AI tool: nowhere to hide for green claims

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

What does the ASA’s targeting of its AI monitoring and targeting tool at green claims mean for businesses interested in spotlighting the role they play in the environment?

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New advertising laws to tackle illegal ads and protect children online

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

What measures are the Government planning to implement to protect consumers, specifically children, from illegal adverts online?

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ASA updates guidance on misleading environmental claims

Published on 25 Oct 2023. By Oliver Bray, Senior Partner

What additions have been made to the guidance on misleading environmental claims issued by the Committee of Advertising Practice (CAP) and what additional factors should businesses be taking into account now when considering green marketing campaigns? And are the rules beginning to push businesses into “greenhushing” for fear of greenwashing?

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Snapshots Autumn 2023

Published on 25 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

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European Parliament publishes draft report on the addictive design of online services

Published on 24 Oct 2023. By Oliver Bray, Senior Partner

How is the European Parliament looking to combat the exploitation of psychological vulnerabilities through the addictive design of online services?

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New data bridge to allow for UK-US data transfers

Published on 24 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

How will the recently approved data bridge impact transfers of personal data from the UK to the US?

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UK ICO publishes draft biometric data and technologies guidance for public consultation

Published on 24 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

What are the key considerations which the Information Commissioner’s Office (ICO) proposes organisations should be aware of when implementing biometric recognition systems?

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UK ICO publishes joint statement on data scraping and the protection of privacy

Published on 24 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

What are the key privacy risks that the UK Information Commissioner’s Office (ICO) expects organisations to consider when hosting publicly accessible personal data and how can those privacy risks be mitigated?

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UK ICO and CMA release joint position paper on harmful design in digital markets

Published on 24 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

What are the impacts of the ICO and CMA joint position paper on “Harmful Design in Digital Markets” and what action should companies take in light of its guidance?

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New Development: Updated ICO guidance on “likely to be accessed by children”

Published on 24 Oct 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

Following consultation, the ICO has updated its guidance “Likely to be accessed’ by children – FAQs, list of factors and case studies”.

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Snapshots Summer 2023

Published on 07 Jul 2023. By Oliver Bray, Senior Partner and David Cran, Partner, Head of IP & Tech

A roundup of key legal developments for the modern commercial lawyer.

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Ethics in the age of AI: new Institute of Directors checklist

Published on 07 Jul 2023. By Oliver Bray, Senior Partner

What are the key considerations for boards regarding the ethical use of AI within their companies based on the Institute of Directors’ (IoD) Checklist for Boards (Checklist)?

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Government White Paper sets out UK approach to AI regulation

Published on 07 Jul 2023. By Oliver Bray, Senior Partner

How is the UK Government looking to regulate AI?

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Digital Markets, Competition and Consumers Bill opens door for stricter regulation of news platforms

Published on 07 Jul 2023. By Oliver Bray, Senior Partner

How might the proposed Digital Markets, Competition and Consumers Bill (the Bill) affect news reporting by digital platforms?

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Court of Appeal considers key requirements for an enforceable dispute resolution clause

Published on 07 Jul 2023. By David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

What form of wording and/or omissions in drafting may result in a Dispute Resolution Procedure (DRP) clause being held to be unenforceable?

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Contract interpretation - informality of contract does not overturn text with obvious and clear meaning

Published on 07 Jul 2023. By David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

Where an informal, brief and home-made agreement has been drafted without lawyer input, will the ordinary rules of contractual interpretation apply?

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Valid incorporation of terms dealing with software error in online contract using click-wrap acceptance

Published on 07 Jul 2023. By David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

When using the “click-wrap” method to accept terms in an online contract, what issues should be considered to ensure that the terms are properly brought to the consumer’s attention?

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Contract novation – consent inferred by conduct despite written restrictions in contract

Published on 07 Jul 2023. By David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

Where consent for novation has not been provided for explicitly in a contract, how may courts approach inferring consent by conduct?

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Breach of warranty claim notification fails to comply with notice clause

Published on 07 Jul 2023. By David Cran, Partner, Head of IP & Tech and Helen Armstrong, Partner

What principles will a court consider when construing notification of claim clauses in a share purchase agreement to determine whether a party has given valid notice of loss?

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ICO publishes new guidance on privacy in the product design lifecycle

Published on 07 Jul 2023. By Oliver Bray, Senior Partner

What are the key privacy considerations that the Information Commissioner’s Office (ICO) expects organisations to implement in the design and development of their new products and services?

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The new Data Act and the EU’s vision for non-personal data sharing in Europe

Published on 07 Jul 2023. By Oliver Bray, Senior Partner

What does the proposed EU Data Act mean for the usage and sharing of non-personal data by businesses?

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