Who our contract support is for

Need a commercial agreement that works in a regulated telecoms, data protection or payments environment? Contracts in these sectors must address regulatory obligations that standard commercial templates miss – from Ofcom General Conditions to UK GDPR processing requirements to FCA conduct rules.

Contract type	Regulatory framework	Key regulatory clauses	Practice area
SaaS and cloud services	UK GDPR; FCA outsourcing rules (SYSC 8)	Data location; security standards; audit rights; exit and data portability; sub-processor controls	SaaS and Cloud Services
Interconnection and wholesale access	CA 2003, s 73; SMP conditions	Interconnection charges; traffic routing; service levels; dispute resolution (Ofcom referral)	Interconnection Agreements
MVNO wholesale agreements	CA 2003; General Conditions	Wholesale pricing; number porting; service level commitments; regulatory change provisions	MVNOs and MVNEs
Data processing agreements	UK GDPR, Art 28; DPA 2018	Controller/processor obligations; international transfers; breach notification; sub-processing	Data Governance and Transfers
Payment facilitation and scheme agreements	PSRs 2017; EMRs 2011; scheme rules	Settlement terms; safeguarding arrangements; scheme compliance; regulatory change allocation	PSR and Scheme Governance

Typical triggers

• An MVNO needs to negotiate or renegotiate its host network agreement and requires regulatory input on the allocation of compliance obligations
• A SaaS or technology contract involves personal data processing and the business needs a compliant data processing agreement and transfer impact assessment
• Two communications providers need to agree interconnection terms and the commercial negotiation has regulatory implications

What our contract support covers

• Contract mark-up: regulatory risk commentary on a counterparty draft, identifying where regulation constrains what can be agreed
• Custom clause set: drafting of regulatory provisions for inclusion in a commercial agreement
• Negotiation support: attendance at negotiation sessions and real-time advice on regulatory risk allocation
• Regulatory compliance schedule: a standalone schedule setting out the regulatory obligations that apply to the contracted services
• Risk allocation memo: advice to the board or commercial team on where regulatory risk sits in a proposed contract and what protections are needed
• Regulatory risk schedule: where the contract is for a transaction or joint venture, a schedule identifying the regulatory provisions, sector-specific obligations and compliance risks that need to be reflected in the agreement
• Template contract suite: for operators with recurring contracting needs, a set of standard form agreements tailored to your regulatory position and commercial model, reducing the time and cost of each new deal

If you need a specialist review of a telecoms, data or payments contract, we are typically able to turn around initial comments within five working days. See all our direct legal advice services or get in touch.

Why regulated sectors need specialist contract support

We advise on the intellectual property dimensions of commercial and technology contracts, including IP ownership allocation, software licensing, indemnification and warranty negotiation. Technology contracts in regulated sectors must address both the commercial IP position and the regulatory requirements that constrain how technology and data can be used. We help you navigate this intersection, ensuring that IP provisions sit comfortably with your sector regulator’s expectations.

Find out more: data commercialisation and licensing and SaaS agreements.

Standard commercial contract templates assume a level playing field between contracting parties. In regulated sectors, that assumption fails. Telecoms operators are subject to Ofcom General Conditions that override or constrain what can be agreed commercially. Payment service providers must comply with FCA outsourcing requirements and PSR scheme rules that dictate minimum contract terms with third-party processors. Data controllers must ensure their contracts with processors satisfy Article 28 of the UK GDPR, regardless of what the commercial team negotiates.

Our contract support addresses these overlapping requirements at the drafting stage rather than through retrospective compliance reviews. This means regulatory obligations are built into the contract structure from the outset. For multi-party arrangements such as joint ventures or network sharing agreements, contract support extends to the shareholders agreement, governance framework and operational interfaces between the parties. The result is a contract that works commercially while meeting the regulatory standards applicable to your sector.

Rob Bratby has negotiated and advised on regulated technology contracts throughout his career, from his time at Oftel and Ofcom through to General Counsel roles at TelXL and Core Communication Group. Bratby Law is recognised in Chambers UK (Band 2) for telecoms and as a Legal 500 Leading Partner.

Related direct legal advice pages

See also our other direct legal advice pages:

• Do I need regulatory authorisation before offering my product in the UK?
• What should I do if a regulator is investigating my business?
• What regulatory risks should I check before buying a regulated business?
• Payments Product, Safeguarding and Scheme Governance Advice
• AI, Data and Governance Advice
• Telecoms Product Launch Advice
• Deal Structuring and Negotiation
• Direct Legal Advice (overview)

Representative experience

Recent and representative matters include:

• Drafted and negotiated interconnection agreements for a fixed-line operator, embedding the regulatory pricing and access obligations that standard commercial templates do not address.
• Prepared UK GDPR-compliant data processing agreements for a multi-vendor SaaS deployment, structuring international transfer mechanisms across 12 jurisdictions within the required procurement timeline.
• Negotiated MVNO access agreements covering traffic management, regulatory change allocation and service-level commitments tied to Ofcom quality of service requirements.
• Drafted network sharing agreements addressing Electronic Communications Code rights, planning obligations and competition law constraints arising from the shared infrastructure model.
• Prepared outsourcing agreements for a payment institution, incorporating FCA outsourcing requirements and the operational resilience obligations that took effect under PS21/3.

Frequently asked questions

What regulatory clauses should be in an MVNO host network agreement?

An MVNO host network agreement needs to address regulatory allocation clearly: which party holds the General Conditions obligations, how numbering allocations are managed, responsibility for lawful intercept compliance, data protection roles (controller and processor), and how changes in regulation are handled contractually. We draft and negotiate these agreements with a focus on ensuring the regulatory risk allocation matches the commercial deal, drawing on direct experience of both operator-side and regulatory perspectives.

How do data protection requirements affect a technology contract?

Any technology contract that involves processing personal data must include a compliant data processing agreement under Article 28 of the UK GDPR. Beyond the DPA itself, you need to address international data transfers, sub-processor controls, data breach notification procedures, and data subject access request handling. For telecoms and payments businesses, sector-specific data protection requirements under the Privacy and Electronic Communications Regulations 2003 or FCA rules may also apply.

Can you negotiate interconnection and peering agreements?

Yes. Interconnection agreements between communications providers are governed by the General Conditions and, where one party has significant market power, by Ofcom’s SMP conditions. We negotiate these agreements on behalf of both established operators and new entrants, covering call origination and termination rates, technical interfaces, service level commitments, and dispute resolution. We also advise on peering arrangements for internet traffic exchange.

Can you draft a complete agreement or only the regulatory provisions?

Both. We draft complete sector-specific agreements (interconnection, MVNO, network-sharing, SaaS) and also provide regulatory input into agreements being led by another firm or in-house team. Our contract support covers the full lifecycle from initial drafting through negotiation to ongoing contract management and variation.

What types of contract do you typically handle?

We handle interconnection and access agreements, network sharing arrangements, SaaS and cloud services contracts, data processing agreements, outsourcing contracts for regulated firms, and scheme participation agreements. The common thread is that each involves sector-specific regulatory requirements that must be reflected in the contractual terms.

How does this differ from the Transactions practice area page?

The Transactions page describes the types of deal and contract we work on across the practice. This page is for a live instruction where you have a specific contract to draft, review or negotiate. Our contract support covers the full lifecycle from initial drafting through negotiation to ongoing contract management and variation.

We already have external lawyers on the transaction. Why do we need sector-specialist contract support?

General commercial lawyers can handle the standard contractual provisions, but contracts in regulated sectors need specific expertise on regulatory obligations, compliance clauses and sector-specific risk allocation. We work alongside your transaction lawyers, contributing the telecoms, data or payments regulatory layer that a generalist firm cannot provide. This is how our specialist co-counsel model works.

How long does a contract review typically take?

A first review of a standard sector contract with regulatory mark-up typically takes three to five working days. Complex agreements (interconnection, MVNO, network sharing) may take longer depending on the number of regulatory issues and the commercial context. We agree timescales and scope at the outset so there are no surprises on cost or delivery.

We need to renegotiate an existing contract following a regulatory change. Can you help?

We handle interconnection and access agreements, network sharing arrangements, SaaS and cloud services contracts, data processing agreements, outsourcing contracts for regulated firms, and scheme participation agreements. The common thread is that each involves sector-specific regulatory requirements that must be reflected in the contractual terms.

Do you handle data processing agreements as part of commercial contract support?

Yes. Data processing agreements are a standard component of most telecoms and payments contracts given the volume of personal data involved. We draft and review DPAs alongside the commercial agreement, ensuring they reflect the actual data flows, the correct controller/processor classification and the requirements of the UK GDPR. See also our data protection practice area for standalone data protection work.

What clauses should a technology contract include when the product operates in a regulated sector?

A technology contract for a product operating in telecoms, payments or data protection must address regulatory obligations that a standard commercial contract would not. This includes data processing obligations under the UK GDPR (requiring a compliant data processing agreement), regulatory audit rights so you can meet your own regulatory obligations, service continuity provisions aligned with operational resilience requirements, and termination mechanics that account for the need to maintain regulatory compliance during transition. We draft and negotiate these provisions as part of the contract, not as an afterthought.