Notice
A notice clause sets out how formal communications under the contract must be delivered and when they are treated as received.
What it does
Many rights in a contract depend on giving notice: terminating, non-renewing, reporting a breach, claiming force majeure, changing prices. The notice clause defines what a valid notice looks like, so that neither side can later argue it never received one.
The clause typically covers three things. First, the permitted methods of delivery: hand delivery, courier, registered post, email, sometimes fax in older templates. Second, the addresses to use, usually the registered office and a named person or role. Third, deemed receipt rules: a notice sent by post is treated as received two business days after posting, an email at the time of sending if sent during business hours, and so on.
The clause looks administrative, and it is, until a dispute turns on whether a notice was valid. Then it becomes the most important clause in the contract.
Example wording
Any notice under this Agreement shall be in writing and delivered by hand, by registered post, or by email to the address of the receiving party set out in this Agreement, or to such other address as that party may notify in writing. A notice shall be deemed received: if delivered by hand, on delivery; if sent by registered post, on the second business day after posting; if sent by email, at the time of transmission, provided that no delivery failure notification is received.
Risks for SMBs
Email is excluded or restricted. Older templates still require registered post or courier, and some exclude email entirely. An SMB that sends a termination notice by email under such a clause may find the notice was invalid and the contract has renewed. Always check whether email counts before relying on it.
The address is stale. Contracts name a contact who has since left, or an office that has since moved. If the clause says notice goes to a named person, and that person is gone, the notice may still be validly served at that address and nobody reads it. Update notice details when people or offices change, and require the counterparty to do the same.
Deemed receipt cuts into deadlines. If notice must be received 90 days before term end, and post is deemed received two business days after sending, the real deadline is earlier. Work backwards from the deemed receipt rule, not the sending date.
Wrong recipient. Sending notice to the account manager or support desk, when the clause requires the legal department or registered office, is a common failure. Follow the clause literally.
No proof of delivery. Keep evidence: courier receipts, post tracking, the sent email. In a dispute, the sender usually has to prove the notice was given.
Common variants and negotiation points
- Email as a valid method. Insist on email as a permitted method, sent to a role-based mailbox such as legal@ rather than an individual.
- Copy requirement. A reasonable middle ground is email notice with a copy by post, where the email fixes the date and the post provides a backup.
- Deemed receipt for email. Agree that email is received when sent, subject to no bounce, with a rule for messages sent outside business hours (received the next business day).
- Notice of address changes. Require each party to notify the other of changes to notice details, and make outdated details the responsibility of the party that failed to update them.
- Language. In cross-border contracts, specify the language in which notices must be written.
Related clauses
- Auto-renewal: the clause where invalid notice most often causes damage.
- Termination for convenience and termination for cause: both depend on valid notice.
- Amendment: changes to the contract usually require the same formalities.
This page is general information about a common contract clause. It is not legal advice and does not account for your jurisdiction, industry, or the specific contract in front of you. Talk to a qualified lawyer before relying on it.
Tracking renewal dates, notice periods, and other contract obligations is what Trackado does.