Force Majeure Clause: What It Means And How To Use It

Supply chain delays, strikes, floods, pandemics - sometimes events outside your control make it genuinely impossible (or commercially unrealistic) to deliver on a contract.

That’s where a force majeure clause comes in. Put simply, it’s a contractual safety valve that can temporarily excuse performance when extraordinary events hit.

In this guide, we’ll explain what a force majeure clause is under UK law, what it should cover, how to draft it so it actually works when you need it, and the traps small businesses often face.

What Is A Force Majeure Clause?

A force majeure clause is a contractual term that allocates risk for specific, extraordinary events beyond a party’s reasonable control (think natural disasters, acts of government, major utility outages, war, terrorism, pandemics, or nationwide strikes). When triggered, it usually suspends or delays the affected party’s obligations for a defined period and may allow termination if the disruption persists.

Important context under English law: there’s no automatic, general “force majeure” right. If your contract doesn’t include a force majeure clause, you can’t rely on the phrase by default. You’d be limited to other doctrines - most notably the doctrine of frustration - which is far narrower and harder to prove in practice.

Why Small Businesses Should Care

Force majeure clauses are not just for huge infrastructure projects. They’re extremely useful in everyday B2B contracts - for example, if you:

• Depend on imported ingredients or components and global shipping is disrupted
• Provide on‑site services and an unexpected government order restricts access
• Run events and a venue becomes legally unusable due to safety regulations
• Operate a SaaS platform and a third‑party hosting outage takes systems offline

Without a well‑drafted clause, you may be in breach even if the event wasn’t your fault - exposing you to damages, termination and reputational risk. With a clear clause, you’ll have a defined pathway: notify the other party, take reasonable steps to mitigate impact, and (if things don’t improve) suspend or end the contract lawfully.

What Does A Force Majeure Clause Usually Cover?

The best clauses are specific without being overly rigid. Here’s how they typically work.

1) A Clear Definition Of Force Majeure Events

Good drafting usually combines a broad opening (“events beyond a party’s reasonable control”) with a non‑exhaustive list of examples. Commonly listed events include:

• Acts of God: flood, earthquake, storm, fire
• War, terrorism, riot, civil commotion
• Industrial action: strikes, lockouts (especially nationwide or sector‑wide)
• Epidemics and pandemics, including government measures responding to them
• Acts of government, changes in law, or export/import restrictions
• Utility failures: power, internet, telecoms, or critical third‑party outages

Be careful with catch‑alls like “any other event”. A court may read them in light of the listed items, so clarity matters.

2) Causation And Control

The clause should require that the event:

• Was beyond the affected party’s reasonable control, and
• Prevents or materially hinders performance, despite reasonable steps to avoid or work around it.

This stops parties relying on force majeure when the real issue is pricing, staffing, or poor planning.

3) Notice Requirements

Most clauses require prompt written notice (often within a specified number of days), explaining:

• What event occurred and when it started
• Which obligations are affected and how
• What steps you’re taking to mitigate the impact

If your contract allows it, notice by email can be effective, but make sure your contract’s notices section clearly recognises email as valid, since whether emails are legally binding will depend on the agreed notice mechanism.

4) Consequences: Suspension, Time Extensions, And Termination

Typical outcomes include:

• Suspension of obligations during the event
• Automatic extension of time for performance (for example, delivery dates move out)
• Right for either party to terminate if the event continues beyond a long‑stop period (e.g., 30–90 days)

Spell out what happens with payments during suspension, whether minimum commitments are paused, and whether prepaid amounts are refundable if the contract ends due to prolonged force majeure.

5) Mitigation And Duty To Act In Good Faith

To stay protected, the affected party must take reasonable steps to reduce the impact - for example, sourcing alternative materials or switching carriers. Some contracts also require resumption “as soon as reasonably practicable”.

Force Majeure vs Frustration: What’s The Difference?

If your contract has a force majeure clause, that’s your primary route - it governs what happens. If it doesn’t, you might look to the doctrine of frustration. But frustration is narrow: it applies only where an unforeseen event occurs after the contract was formed, and that event makes performance impossible, illegal, or radically different from what was agreed. It doesn’t apply just because performance has become more expensive or inconvenient.

In short, frustration is a last resort. It automatically brings the contract to an end (subject to the Law Reform (Frustrated Contracts) Act 1943) and doesn’t provide the temporary relief that a tailored clause can. If you want workable, flexible relief, include a clause instead of gambling on frustration of contract.

Key Drafting Tips That Actually Protect Your Business

Strong drafting can be the difference between a dispute and a smooth, commercial outcome. Here are practical points to consider.

Choose Your List Carefully

Include events that are relevant to your industry. For example, a cloud provider would call out “major data centre or network outages” and “DDoS attacks”; a manufacturer might specify “shortages of raw material due to export bans”. If a particular risk is critical (e.g., “change in law” for regulated businesses), name it.

Define The Threshold

Do you want the clause to apply when performance is “prevented” (a stricter threshold) or when it is “hindered or delayed” (broader)? Balance commercial flexibility with certainty so the clause isn’t triggered for minor hiccups.

Set Clear Notice And Evidence Requirements

State when notice must be given, what it must contain, and whether updates are required during the event. If disputes are likely, you can require reasonable evidence (for example, a government order reference or a notice from a key supplier).

Coordinate With Other Clauses

• Limitation Of Liability: Your force majeure clause interacts with your overall risk profile. Make sure your limitation of liability still works as intended when obligations are suspended or terminated.
• Payment Terms: Clarify whether minimum fees, SLAs, or service credits are paused during force majeure.
• Auto‑Renewals: If outages or disruptions push you into a renewal window, consider how a force majeure period interacts with auto‑renewal terms or rolling contracts.
• Interpretation: If you use a notwithstanding clause or similar carve‑outs, make sure it doesn’t accidentally override your force majeure rights.

Avoid Vague Catch‑Alls And Onerous Traps

Remember, ambiguous drafting can be interpreted against the party that drafted the contract. Watch out for onerous contract terms that impose unrealistic notice periods (e.g., 24 hours) or require you to bear costs with no relief. If you’re the supplier, avoid wording that lets a customer claim force majeure for entirely avoidable internal issues.

Keep It Mutual, Or Price The Risk

In many B2B relationships, a mutual force majeure clause (either party can rely on it) is standard and fair. If the clause is one‑sided in the other party’s favour, consider adjusting pricing, caps, or delivery commitments to reflect the added risk.

How To Add A Force Majeure Clause To Existing Contracts

If your current agreement is silent on force majeure, you have a few options:

• Amendment: Agree a short addendum that inserts a new clause. Here’s a step‑by‑step on amending contracts.
• Renewal Or Replacement: When a contract is due to renew, build the clause into the refreshed version and tidy up other terms while you’re there.
• Novation Or Assignment: In some cases, you might restructure relationships or move obligations to a new entity, which is a good moment to refresh terms - see novation or assignment for how transfers work.

Always check any change control mechanism and signature formalities before you agree variations. If the relationship is sensitive, align the force majeure change with a commercial benefit (e.g., extended term, pricing review, or updated service levels) to make it easier to agree.

Supplier vs Customer: How Each Side Typically Negotiates

If You’re A Supplier

• Ensure the list of events covers your real risks (including upstream vendor outages)
• Prefer “hindered or delayed” rather than “prevented” to create workable breathing room
• Pause SLAs and service credits during a force majeure period
• Include a reasonable long‑stop after which either party can terminate without penalty
• Coordinate with your contract drafting on cap exclusions and payment mechanics

If You’re A Customer

• Ask for specific mitigation commitments (alternative suppliers, backups, disaster recovery)
• Limit force majeure reliance where disruption was foreseeable and controllable
• Retain termination rights if the supplier can’t resume in a reasonable time
• Consider partial fee relief if services are severely degraded for an extended period
• Check that invoices and minimum commitments are paused if performance stops

Common Mistakes We See (And How To Avoid Them)

• No Clause At All: Relying on general principles when things go wrong is risky. Build a clause that fits your operations from day one.
• Overly Narrow Definition: A list that excludes relevant events for your industry may leave you exposed. Tailor it.
• Unrealistic Notice Windows: If the clause requires notice within 24 hours, you could lose protection for a minor delay. Set a practical timeframe and allow updates.
• No Mitigation Plan: Courts expect “reasonable steps”. Document your contingency approach (e.g., secondary carriers, alternative sites).
• Forgetting Payments And SLAs: Spell out what happens to service levels, credits and minimum fees during suspension.
• Ignoring Interactions: Make sure your clause aligns with liability caps, indemnities, and renewal mechanics to avoid contradictions.

What To Do When A Force Majeure Event Hits

When the unexpected happens, act quickly and follow the contract’s roadmap.

1. Review The Contract: Confirm the clause applies to the event and obligations affected.
2. Gather Evidence: Government orders, supplier notices, outage reports - you’ll want a clear audit trail.
3. Send A Compliant Notice: Follow the notice clause (address, method, timing). If email is permitted, use it and request acknowledgement.
4. Mitigate: Switch suppliers, partial perform, or reschedule - and document your efforts.
5. Communicate: Give updates at reasonable intervals, especially if the impact changes.
6. Plan Next Steps: If the long‑stop approaches, consider a commercial solution, a clean termination, or a contract refresh. If you need to end the agreement, a clear termination letter helps avoid further disputes.

Frequently Asked Questions

Is “Price Increases” A Force Majeure Event?

Usually no. UK contracts and courts generally expect parties to bear normal commercial risks, including cost changes. Unless the clause expressly covers price shocks tied to specific events (e.g., sanctions), the safer route is a separate price review or “change in law” mechanism.

Does Brexit Count?

Brexit itself is now a known context, not a surprise event. If you’re worried about customs or regulatory disruption, name “change in law” or “government export/import restrictions” in your clause to avoid doubt.

What If The Other Side Is Just Slower Than Expected?

Force majeure isn’t a catch‑all for poor performance. You’ll need to show the event genuinely hindered or prevented performance despite reasonable steps to work around it.

Can We Rely On Force Majeure Forever?

No - most clauses are temporary relief. If the event persists beyond the long‑stop, either party can usually terminate without fault. That’s why it’s important your renewal and end‑of‑term process is tidy to avoid disputes at the end of a contract.

Getting The Clause Right From Day One

The most effective protection is proactive. When you’re putting a new agreement together, a balanced, clearly drafted force majeure clause should sit alongside your key commercial terms and risk provisions. It’s worth having your agreement professionally reviewed - not just for legal accuracy, but for how all the moving parts fit together.

If you’re building terms from scratch, our team can help with a practical, plain‑English approach to contract drafting and a fast, business‑focused contract review before you sign.

Key Takeaways

• There is no general “force majeure” rule in English law - you only get the protection you draft. Include a clause tailored to your industry risks.
• Define events clearly, set a workable threshold (prevented vs hindered), and require prompt, practical notice with reasonable mitigation.
• Align your clause with payment terms, SLAs, renewal mechanics, and your overall limitation of liability position.
• Don’t rely on frustration unless you must - it’s harder to prove and ends the contract automatically. A clear clause gives flexible relief.
• If your contract is silent, add one via a short addendum, a renewal, or as part of a broader refresh - see how to approach amending contracts.
• When an event hits, follow the contract: give compliant notice, mitigate, keep records, and agree next steps. If termination is necessary, send a clear, compliant notice.

If you’d like help drafting or negotiating a force majeure clause that actually works for your business, you can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.