Poulten & Graf Commercial insight for UK professionals

Poulten & Graf

Commercial insight for UK professionals

Latest Articles

Before the Seventy-Two Hours: Contracting Who Notifies Whom After a Cyber Incident
Risk & Compliance

Before the Seventy-Two Hours: Contracting Who Notifies Whom After a Cyber Incident

A cyber incident exposes contractual ambiguity faster than it exposes data. This article sets out how advisory firms and their clients can allocate UK GDPR and sector-regulator notification duties before an incident, with practical drafting points on timelines, privilege, evidence preservation and vendor coordination.

Signed Downstream: Making Client Terms Survive the Subcontractor Appointment
Commercial Contracts

Signed Downstream: Making Client Terms Survive the Subcontractor Appointment

Prime advisers often assemble specialist delivery chains under a client contract that binds only the firm at the top. This article sets out how to flow down confidentiality, data protection, anti-bribery, insurance, IP and audit obligations without leaving the prime adviser carrying unpriced residual risk.

The Evidence Behind the Defence: Documenting Fraud Prevention in Advisory Firms
Risk & Compliance

The Evidence Behind the Defence: Documenting Fraud Prevention in Advisory Firms

The failure-to-prevent fraud offence has moved fraud prevention from a policy question to an evidential one. For UK advisory firms, the practical task in 2026 is to build a record that shows how risks were identified, who owned the response and what was actually tested — before a client, insurer or regulator asks for it.

From Commentary to Inducement: Where Advisory Marketing Meets the Financial Promotion Perimeter
Risk & Compliance

From Commentary to Inducement: Where Advisory Marketing Meets the Financial Promotion Perimeter

The phrase "we recommend" is comfortably at home in a pitch deck and considerably less comfortable under section 21 of the Financial Services and Markets Act 2000. This article sets out a working test for advisory firms reviewing newsletters, webinars and case studies, and closes with a governance checklist for the asset that has already been published.

The Terms Beneath the Tick Box: Auditing Client Procurement Portals Before Go-Live
Commercial Contracts

The Terms Beneath the Tick Box: Auditing Client Procurement Portals Before Go-Live

Automated procurement portals now act as gatekeepers for many UK professional-services mandates, presenting terms, insurance thresholds and data clauses as a single click-to-accept package. This article sets out how firms can distinguish the portal's non-negotiable conditions from its configurable defaults, run a redline protocol that survives the buying team, and record concessions before the commercial position quietly drifts.

The Schedule Behind the Policy: Writing AI Use Into the Engagement Letter
Commercial Contracts

The Schedule Behind the Policy: Writing AI Use Into the Engagement Letter

Client AI policies are arriving with the request for proposal, not with the mandate, and they are rarely written with advisers in mind. This article sets out how to convert a one-sided acceptable-use document into a negotiated AI-use schedule covering tools, data, verification, disclosure and liability — without turning every pitch into a technology audit.

The Exit Is Part of the Service: Structuring Early Termination in Advisory Mandates
Commercial Contracts

The Exit Is Part of the Service: Structuring Early Termination in Advisory Mandates

A client right to terminate for convenience is often treated as boilerplate until an early exit exposes unpaid mobilisation, committed subcontractor costs and disputed handover work. Advisory firms should price the exit as deliberately as the mandate itself, with clear notice, fee recovery, transition limits and IP return mechanics.

The Inspection Clause: Turning Client Audit Rights into a Managed Commercial Term
Commercial Contracts

The Inspection Clause: Turning Client Audit Rights into a Managed Commercial Term

Client procurement teams are folding broad audit rights into UK professional-services agreements, reaching into time records, cost build-ups, subcontractor arrangements and data controls. Firms that treat inspection access as an administrative footnote tend to absorb the cost, disruption and confidentiality risk later. The better approach is to scope, price and govern audit rights before the request lands.

The Seat Without a Vote: Board Observer Rights and the Shadow-Director Boundary
Risk & Compliance

The Seat Without a Vote: Board Observer Rights and the Shadow-Director Boundary

Board observer arrangements are often drafted as informal access rights, yet they can quietly import fiduciary exposure, conflicts, and confidentiality gaps. This article sets out how UK companies and their advisers can document observer seats that remain informational rather than managerial.

Two Names, One Signature: Decision Rights for Firms That Cannot Afford a Tie
Commercial Contracts

Two Names, One Signature: Decision Rights for Firms That Cannot Afford a Tie

Two-principal advisory firms typically run on trust and symmetry until the first genuine disagreement over a hire, an investment or a client that should have been declined. At that point the partnership deed often falls silent, and the statutory default offers no answer. This commentary sets out how to paper decision rights in advance, from reserved matters and thresholds to escalation ladders and a pre-agreed buy-sell.

The Working File Is Not the Firm's: Drafting Data Handover Before the Mandate Ends
Commercial Contracts

The Working File Is Not the Firm's: Drafting Data Handover Before the Mandate Ends

Client data portability is usually negotiated in the closing weeks of a mandate, when goodwill is thinnest and leverage is at its sharpest. Treating handover as an onboarding design decision, rather than an exit argument, protects both margin and reputation. This article sets out a clause-by-clause and practical checklist for UK advisory firms.

Who Gets Paid for the Introduction? Documenting Referral Economics Before Scrutiny Arrives
Commercial Contracts

Who Gets Paid for the Introduction? Documenting Referral Economics Before Scrutiny Arrives

Referral arrangements quietly underwrite a meaningful share of new business at many UK professional-services firms, yet the paperwork often lags years behind the practice. A practical framework for pricing, evidencing and reviewing introducer agreements in 2026.

Client-Supplied Algorithms: Who Carries the Output When the Tool Isn't Yours?
Risk & Compliance

Client-Supplied Algorithms: Who Carries the Output When the Tool Isn't Yours?

Clients increasingly arrive at live engagements with their own AI platforms already embedded in the workflow — and with their own terms of use already accepted. This article maps the contractual gaps that leaves behind and sets out a clause-by-clause checklist for 2026 engagement letters.

When the Clock Stops Selling: Fee Architecture for UK Advisory Firms
Finance & Governance

When the Clock Stops Selling: Fee Architecture for UK Advisory Firms

Clients can now see how much routine analysis artificial intelligence absorbs, and procurement teams are questioning why advisory fees should still track junior hours. This article sets out a fee architecture built on decision value and outcome risk, with a controlled way to test subscription, fixed-fee and success-linked models in 2026.

The Borrowed Partner: Contracting Client Secondments Without Importing Employment Risk
Commercial Contracts

The Borrowed Partner: Contracting Client Secondments Without Importing Employment Risk

Secondments deepen client relationships, but they can also blur the line between advisory support and quasi-employment. This contractual review maps the control tests, IR35 evidence, insurance notifications and clause architecture that UK firms should settle before a professional is embedded with a client in 2026.

Before the Renewal Date: Recalibrating Professional Indemnity Cover for UK Advisory Firms
Risk & Compliance

Before the Renewal Date: Recalibrating Professional Indemnity Cover for UK Advisory Firms

Professional indemnity renewals in 2026 arrive against a backdrop of changing service lines, AI-assisted advice and tighter contractual liability. UK advisory firms should use the renewal process to test whether cover still matches what they actually sell, rather than simply rolling forward last year's policy.

The Decision Test: Eight Checks for Board Packs That Earn Their Length
Finance & Governance

The Decision Test: Eight Checks for Board Packs That Earn Their Length

Board packs often grow faster than the decisions they are meant to support. This practical set of eight tests helps UK professional-services firms judge whether management information is genuinely decision-ready, and identifies fixes finance teams can make before the next board cycle.

The Seller Who Leaves: Pricing Key-Person Dependency in UK Acquisitions
Commercial Contracts

The Seller Who Leaves: Pricing Key-Person Dependency in UK Acquisitions

In founder-led UK businesses, the relationships, know-how and supplier terms frequently leave with the seller, and buyers often learn this after completion. This analysis sets out how to evidence dependency during diligence, how to make deferred consideration and earn-outs retain rather than merely reward, and what restrictive covenants and handover periods genuinely deliver.

Revaluation in Practice: Modelling Business Rates as an Occupancy Cost
Risk & Compliance

Revaluation in Practice: Modelling Business Rates as an Occupancy Cost

England's 2026 rating list has been live since 1 April, and the second half-year instalments now landing are exposing assumptions many professional occupiers never tested. This briefing treats rates as a property decision: reading the bill, using transitional relief honestly, managing void periods, and running the relocation arithmetic before the 2027 budget is fixed.

The Single-Client Discount: Repricing Concentration Before the Market Does
Risk & Compliance

The Single-Client Discount: Repricing Concentration Before the Market Does

Client concentration is rarely treated as a balance-sheet risk until a lender, insurer or acquirer prices it for you. This analysis sets out how each of those audiences reads dependency, and how boards can measure, cap and disclose it on their own terms.

Recommended

non gamstop casinos UK