Five Clauses Worth Revisiting Before the 2027 Planning Cycle

The final quarter of 2026 is a sensible time for UK commercial teams to review the contracts that will carry them into 2027. Many agreements still contain pricing mechanics, risk allocations and operational assumptions that made sense when they were signed but now sit awkwardly with inflation, artificial intelligence, supply-chain volatility and changing regulatory expectations. A focused review need not become a full renegotiation. It should, however, identify where the current drafting leaves the business exposed.

The five clauses below are not exhaustive. They are, however, recurrent sources of friction in commercial relationships and deserve particular attention before budgeting and planning cycles close.

1. Inflation-linked pricing and indexation

Indexation clauses are only useful if they are clear. Review which index applies, who publishes it and how the base month is calculated. Is the contract tied to CPI, CPIH or RPI? Does it include a cap, a collar or a floor? When does the adjustment take effect, and what notice is required? If the index is discontinued or rebased, what is the fallback?

For UK contracts, the Office for National Statistics publication timetable and any revisions to index methodology should be considered. A clause that refers vaguely to inflation, or to an index without specifying the series, can create disagreement precisely when prices are moving. Commercial managers should also check whether indexation interacts correctly with VAT, currency provisions and any fixed-price elements. Where the mechanism is outdated, it may be better to negotiate a clearer formula now than to rely on goodwill later.

2. AI-generated deliverables and intellectual property

Artificial intelligence has moved from experimentation to routine use in many professional and commercial workflows. Contracts that say nothing about AI may leave unclear whether a supplier can use AI tools, who owns the output, and what happens if the output infringes third-party rights or contains inaccurate material.

Review definitions of deliverables and services to confirm whether AI-assisted work is covered. Consider whether the supplier must disclose material AI use, whether client data can be used for model training, and how confidentiality applies to prompts and outputs. Intellectual property provisions should address ownership of generated material, rights in input data and any licence needed for the client to use the deliverable. Accuracy, human review and indemnity provisions may also need revisiting. UK GDPR obligations and sector-specific rules should be considered where personal data or regulated advice is involved. The objective is not to prohibit AI but to allocate responsibility clearly.

3. Force majeure and supply-chain resilience

Force majeure clauses drafted before recent supply-chain disruption may be too narrow or too broad. Review the list of qualifying events, the notice requirements and the threshold for relief. Does the clause address sanctions, export controls, energy shortages, logistics failure or the failure of a critical subcontractor? Does it require the affected party to mitigate? At what point can the other party terminate?

A well-drafted clause should be workable in practice. If it is too generic, it may invite dispute. If it is too specific, it may fail to cover the next disruption. Business continuity and subcontracting provisions should be read alongside it. Commercial teams should also check whether insurance arrangements align with the risk allocation. In a volatile operating environment, clarity about notice, mitigation and termination is often more valuable than an elaborate list of events.

4. Termination, exit and transition

Termination clauses are frequently reviewed for breach and insolvency but less often for operational exit. Consider whether either party can terminate for convenience, on what notice, and what fees or costs follow. If the contract ends, what assistance must the supplier provide? How quickly must data be returned or deleted? Are transition services available, and at what price?

These questions matter more when a business is planning for 2027. A contract that is difficult to exit can constrain procurement strategy or lock the business into an unsuitable service model. Review survival provisions, confidentiality, intellectual property licences and outstanding payment obligations. For regulated businesses, check that exit arrangements support record-keeping and regulatory obligations. A clear exit route is not a sign of mistrust; it is a normal part of commercial governance.

5. Liability, indemnities and insurance

Liability provisions deserve a fresh look whenever the underlying risk profile changes. Check the cap, whether it is calculated by reference to fees, turnover or a fixed sum, and whether carve-outs apply. Review exclusions for indirect or consequential loss, and confirm that indemnities are broad enough for the risks the business actually faces, including intellectual property, data protection and cyber incidents.

In the UK, commercial teams should also consider the reasonableness requirements that can apply under the Unfair Contract Terms Act 1977 where one party deals on the other's written standard terms. Insurance arrangements should be checked against the liabilities the contract creates. A cap that looks generous may be inadequate if the indemnity sits outside it. Conversely, an indemnity that is wider than the insurance programme can create an unmanaged exposure.

Turning review into negotiating position

A clause review is most useful when it produces priorities rather than a long list of concerns. Commercial teams should map the contracts that matter most to 2027 revenue, regulatory obligations or operational continuity. Legal and procurement can then agree a playbook of preferred positions, fallback positions and escalation triggers. Where renegotiation is unrealistic, the business can at least price or manage the risk knowingly.

Before the 2026 year-end, a short, structured review of these five areas can improve negotiating positions and reduce the chance of avoidable disputes in 2027. The discipline lies in reading the contract as an operating document, not merely a legal artefact.