MVNO agreements are complex wholesale contracts that require industry experience to structure, negotiate and document. The commercial terms (take-or-pay volume commitments, unit pricing, pricing review mechanisms, service levels, interconnection with the MNO’s network, and the role of any MVNE in the delivery chain) determine whether the MVNO’s business model is commercially viable. Getting these terms right requires understanding how mobile networks operate and how wholesale pricing works in practice. The regulatory dimension adds a further layer: an MVNO offering services to consumers is an electronic communications service provider under the Communications Act 2003, subject to General Conditions of Entitlement independently of what the wholesale contract says. The agreement must allocate both commercial risk and compliance obligations accurately between the parties.

Why MVNO regulatory compliance matters now

Ofcom has tightened its focus on MVNO compliance. The regulator expects MVNOs to understand their own obligations independently of the MNO contract. Ofcom has made clear that numbering portability obligations, emergency call handling and lawful intercept functions cannot be delegated away contractually. An MVNO remains the service provider even where the MNO is contractually obliged to deliver certain functions. If the MNO fails, Ofcom investigates the MVNO.

MVNO wholesale agreements are typically structured on a take-or-pay basis: the MVNO commits to a minimum traffic volume in exchange for a lower unit cost. This creates a material commercial risk. If the MVNO’s customer volumes fall short, it pays for unused capacity. If market pricing drops, the MVNO is locked into above-market rates. The volume commitment and pricing review mechanics are as important as the regulatory compliance terms and must be negotiated together.

Where MVNO deals fail

MVNO agreements fail on six points. First, many contain exclusivity clauses that prevent the MVNO from porting numbers or offering services to customers of competing networks. This conflicts with General Condition B3, which guarantees consumer numbering portability rights. A contractual clause cannot override a regulatory right.

Second, General Condition A3 requires all providers to handle emergency calls and pass caller location information. Some agreements place this entirely on the MNO, with the MVNO having no visibility or control. Ofcom expects the MVNO to verify that the MNO meets the standard and to have contractual audit and remediation rights.

Third, CLI presentation and authentication requirements under General Condition C6 are often left ambiguous, creating uncertainty about who owns the compliance obligation.

Fourth, the Investigatory Powers Act 2016, Part 9 (sections 253-258), requires telecommunications providers to maintain lawful intercept capability. MVNO agreements frequently omit explicit provisions allocating this cost and responsibility. The cost is material.

Fifth, take-or-pay pricing commitments are often set against optimistic volume forecasts without adequate protection against market changes. The MVNO commits to a minimum volume at a fixed unit cost. If subscriber growth falls short, the MVNO pays for unused capacity. If market pricing drops during the contract term, the MVNO is locked into above-market rates with no repricing mechanism. The pricing review clause and the volume commitment step-down provisions are among the most commercially significant terms in the agreement.

Sixth, commercial pricing structures often do not account for the incremental cost of regulatory compliance: billing system upgrades, customer data management, emergency call handling and lawful intercept. Deals that ignore compliance cost become commercially unviable within 12-24 months.

Common issue	Better approach
Exclusivity clauses blocking number porting	Porting provisions compliant with General Condition B3
Emergency call handling placed entirely on MNO	Operational visibility and audit rights for emergency metrics
CLI presentation ownership left ambiguous	General Condition C6 compliance responsibilities allocated
Lawful intercept obligations unstated	IPA 2016 Part 9 obligations addressed with clear cost allocation
Take-or-pay pricing with no market adjustment	Two-phase pricing: wholesale rates plus regulatory compliance costs
No transition protocol on termination	90-day minimum transition protocol covering number porting

What good looks like

Bratby Law structures MVNO transactions by starting with the regulatory framework and then drafting commercial terms that satisfy both interests.

We map every General Condition applying to the MVNO and allocate compliance obligations contractually between MNO, MVNE and MVNO. We build the pricing in phases: Phase 1 is the commercial wholesale rate; Phase 2 is a breakdown of regulatory compliance costs with explicit provisions for cost escalation when Ofcom issues new requirements.

We establish operational governance: audit rights for emergency call metrics and lawful intercept capability, escalation procedures and remediation timelines. We build an explicit transition protocol for termination: a minimum 90-day transition period, technical support for number porting, customer notification and consent management. We include regulatory change provisions allowing either party to initiate a review if Ofcom amends the General Conditions.

We negotiate take-or-pay structures with realistic volume commitments, pricing review mechanisms triggered by market changes, and step-down provisions if the MVNO’s growth trajectory differs from the business plan. The pricing and volume terms must work alongside the regulatory compliance allocation, not independently of it.

How Bratby Law helps

We act as lead Advisor on MVNO transactions across the UK telecoms market. Our core work is commercial: structuring, negotiating and documenting the wholesale agreement, including take-or-pay commitments, pricing review mechanisms, service levels and transition provisions. We bring industry context from working with mobile operators, MVNEs and MVNOs across different market segments. We understand the regulatory obligations that apply and ensure they are properly allocated in the contract, but the starting point is always the commercial deal.

Frequently asked questions

Can I negotiate my way out of General Conditions obligations?

No. General Conditions are statutory obligations applying to any provider of electronic communications services. You cannot contract with an MNO to avoid them. You can negotiate to allocate cost and responsibility for compliance.

Who is liable to Ofcom if something goes wrong?

The primary provider of the service is liable. If you are the MVNO as the provider offering services to consumers, you are the provider. Ofcom can investigate and enforce against you. You need contractual indemnification from the MNO/MVNE for breaches caused by their failure.

What happens to my customers’ numbers if I want to exit?

Your customers have a regulatory right to port numbers under General Condition B3. The MVNO agreement must specify the porting mechanics, cost allocation and customer notification process. If the MNO/MVNE refuses or delays porting, Ofcom can intervene.

What are the main compliance cost drivers in an MVNO agreement?

The main cost drivers are lawful intercept infrastructure, emergency call handling and CLI authentication systems, billing system configuration, and customer data management. These costs are material and must be factored into the business plan from the outset. The MVNO agreement should allocate responsibility for each and include provisions for cost escalation when Ofcom imposes new requirements.

Can I negotiate a lower wholesale rate if I accept more regulatory risk?

You can try, but accepting regulatory risk contractually does not reduce your liability to Ofcom. If you agree not to audit the MNO’s emergency call performance and the MNO fails, Ofcom can still investigate you. You trade a lower rate for higher regulatory exposure. In most cases, this is not a good trade.

Related transactions pages

See also our other transactions pages:

• Mergers and Acquisitions
• Private Equity
• SaaS and Cloud Services
• Subsea Cables
• Interconnection, Peering and Access Agreements
• Network Sharing and Co-location Agreements
• Digital Infrastructure Projects
• Data Commercialisation and Licensing
• NSIA Clearances

Independent directory rankings

Our specialist expertise is recognised in major independent legal directories:

• Chambers & Partners: Rob Bratby is ranked as a band 2 lawyer in the UK Guide 2026 in the “Telecommunications” category: Chambers
• The Legal 500: Rob Bratby is listed as a “Leading Partner – Telecoms” in London (TMT – IT & Telecoms): The Legal 500
• Lexology: Rob Bratby is featured on Lexology’s expert profiles as a Global Elite Thought Leader for data: Lexology