Force Majeure Clause Example (UK): What To Include And When It Applies

If you run a small business, you’ve probably signed (or sent) contracts that assume everything will go to plan: suppliers deliver on time, venues stay open, staff can travel, and customers pay when they’re meant to.

But real life has a habit of interrupting even the best planning. That’s where a force majeure clause comes in.

In this guide, we’ll walk you through what a force majeure clause is under UK contract practice, when it’s likely to help (and when it won’t), what a good clause should include, and a practical force majeure clause example (UK) businesses can adapt with legal help.

This article is general information only and not legal advice. Force majeure clauses are interpreted case-by-case based on the contract wording and the surrounding facts. If you’re dealing with a live issue, it’s worth getting advice on your specific contract.

What Is A Force Majeure Clause In The UK (And Why It Matters For Small Businesses)?

In plain English, a force majeure clause is a contract term that explains what happens if something outside a party’s reasonable control prevents (or significantly delays) them from performing their obligations.

It’s not a “get out of contract free” card. It’s more like a pre-agreed emergency plan: if a defined event happens, the clause can temporarily suspend obligations, extend timeframes, or (in some cases) allow termination.

This is especially useful for small businesses because you’re often more exposed to disruption. If a key supplier goes down, a venue closes unexpectedly, or shipping routes are interrupted, the impact on cashflow and customer relationships can be immediate.

Is Force Majeure A Legal Concept Automatically Included In UK Contracts?

No. Under UK law, force majeure is not automatically implied into contracts. If you want force majeure protection, you generally need a written clause in your agreement.

That’s why it’s so important to get the contract basics right from day one, including understanding what makes a contract legally binding and ensuring key risk clauses are actually written into the deal.

Force Majeure Vs Frustration (They’re Not The Same)

Sometimes business owners ask: “If we don’t have a force majeure clause, can we rely on frustration?”

Frustration is a narrow legal doctrine that can apply when an unforeseen event makes performance impossible (or radically different from what was agreed). It’s much harder to rely on, and it can lead to the contract ending automatically with complex consequences.

In practice, many businesses prefer a clear force majeure clause because it sets expectations, avoids arguments, and gives you options short of a full contract breakdown.

When Can You Rely On A Force Majeure Clause?

You can only rely on a force majeure clause if:

• Your contract includes one (and it covers the type of event you’re dealing with)
• The force majeure event has actually occurred as defined in the clause
• The event has caused the failure or delay in performance (there needs to be a link)
• You’ve complied with any notice and mitigation requirements set out in the clause

This is where the exact drafting matters. Force majeure clauses are interpreted based on their wording. If the clause is narrow, you might be out of luck even if the situation feels “obviously” beyond your control.

Common Scenarios Where Force Majeure Might Apply

Whether a force majeure clause helps you will always depend on the wording, but commonly covered triggers include:

• Government action (such as new laws, restrictions, or compulsory closures)
• War, terrorism, or civil unrest
• Natural disasters (floods, storms, earthquakes)
• Fire, explosion, or major accidents
• Pandemics or public health emergencies (only if included)
• Supply chain disruption (sometimes included, sometimes excluded)
• Strikes or industrial action (sometimes limited to “national” or “widespread” action)

Common Situations Where Force Majeure Usually Won’t Help

Small businesses often assume force majeure covers any difficulty. Most clauses won’t protect you from:

• Pure financial hardship (e.g. “we can’t afford it anymore”)
• Foreseeable issues you could reasonably plan for (depending on drafting)
• Issues you could work around with reasonable steps (if you don’t take those steps)
• Events not listed (or not caught by the clause’s “catch-all” wording)

In other words: force majeure is about inability, not inconvenience.

What Should A Force Majeure Clause Include?

A well-drafted force majeure clause usually does more than list disasters. It sets out a practical process for what both sides must do when something goes wrong.

Here are the key components your clause should include (or at least address).

1) A Clear Definition Of “Force Majeure Event”

The clause should define what counts. This can be:

• A closed list (only specific events count), or
• A list plus a catch-all (e.g. “and any other event beyond the reasonable control of the affected party”)

For UK commercial contracts, you’ll usually want a tailored list that fits your industry (events, manufacturing, tech, professional services, construction, etc.).

2) The Required Impact On Performance

Good clauses explain the threshold. For example, must the event:

• “prevent” performance (a high threshold), or
• “hinder”, “delay”, or “materially affect” performance (broader)?

This one word choice can change the outcome of a dispute.

3) Notice Requirements (And How To Give Notice)

Most force majeure clauses require the affected party to give notice within a certain timeframe and include specific details.

That might include:

• What the event is
• Which obligations are affected
• When the event started
• Expected duration (if known)
• Steps being taken to reduce the impact

If your clause has strict notice rules and you don’t follow them, you may lose the right to rely on it.

4) A Duty To Mitigate

Many clauses require you to take reasonable steps to avoid or minimise the effects of the force majeure event.

For example, if your usual supplier can’t deliver, could you source from an alternative supplier? If a venue is closed, can the event be postponed or moved?

You don’t necessarily have to take extreme steps or accept huge losses, but you should be ready to show you acted reasonably.

5) What Happens To The Parties’ Obligations

This is the “so what?” part of the clause. It should clearly say what relief is available, such as:

• suspension of obligations while the event continues
• extensions of time for performance
• partial performance rules (e.g. only certain obligations are paused)
• whether payment obligations are suspended or still due

Payment is a big one. Many contracts say the customer must still pay for services already delivered, even if future delivery is paused.

6) Termination Rights If Force Majeure Continues

Often, a force majeure clause allows termination if the event continues beyond a set period (for example, 30, 60, or 90 days).

If termination is on the table, you should make sure your contract termination process is consistent across clauses, including any notice format. It’s also helpful to have a clear approach to communications, such as using a contract termination letter that matches the contract’s notice requirements.

7) Consequences Of Termination (Fees, Refunds, And Liability)

When force majeure leads to termination, businesses often get stuck on the commercial fall-out:

• Do deposits get refunded?
• Are cancellation fees payable?
• What happens to pre-ordered stock?
• Who pays for work already done?

This is where force majeure interacts with other key terms, including caps and exclusions. Many contracts manage overall risk using limitation of liability clauses, but those clauses still need to comply with applicable law (for example, the Unfair Contract Terms Act 1977 reasonableness test may apply in B2B contracts, and different rules apply for consumer contracts).

Force Majeure Clause Example (UK) For Small Business Contracts

Below is a practical force majeure clause example (UK) businesses often use as a starting point. Treat it as a guide only - you should tailor the wording to your deal, industry, and bargaining position.

Important: if your contract is with a consumer, you’ll need to ensure the wording is fair and transparent under the Consumer Rights Act 2015. Even in B2B agreements, very broad “no liability” outcomes can be unenforceable depending on the circumstances.

Example Force Majeure Clause

Force Majeure

1. Definition. In this Agreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party which prevents or materially delays that party from performing any of its obligations under this Agreement, including (without limitation): acts of God; flood, drought, earthquake or other natural disaster; epidemic or pandemic; fire or explosion; war, terrorism, civil unrest or riot; any law or action taken by a government or public authority (including imposing restrictions, prohibitions, or closures); interruption or failure of utilities or telecommunications services; and industrial action (other than industrial action limited to the affected party’s workforce).
2. Notice. The party affected by a Force Majeure Event must promptly (and in any event within [5] Business Days) give written notice to the other party describing: (a) the Force Majeure Event; (b) the obligations affected; (c) the anticipated impact on performance; and (d) the steps being taken to mitigate the effects.
3. Suspension Of Obligations. Provided that notice has been given in accordance with clause 2, the affected party’s obligations (to the extent they are impacted by the Force Majeure Event) will be suspended for the duration of the Force Majeure Event. The affected party must use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
4. Payment. Nothing in this clause excuses or suspends any obligation to pay sums due in respect of goods or services already supplied prior to the Force Majeure Event. The parties must discuss (and, where appropriate, agree) any necessary adjustments to delivery dates, milestones, or performance timeframes.
5. Right To Terminate. If the Force Majeure Event continues for more than [60] consecutive days, either party may terminate this Agreement by giving [10] Business Days’ written notice to the other party.
6. Consequences Of Termination. Upon termination under clause 5: (a) each party remains responsible for its liabilities accrued up to the date of termination; (b) the parties will promptly refund any sums paid in advance for goods or services that have not been supplied, unless otherwise agreed in writing; and (c) neither party will be liable to the other for any loss arising as a result of the termination of this Agreement due to a Force Majeure Event, except to the extent such liability cannot be excluded or limited by law.

Why This Example Works (And What You Should Customise)

This example covers the common moving parts: definition, notice, suspension, mitigation, payment treatment, termination, and consequences.

But you should still customise it based on what you actually do. For example:

• If you’re a service provider, you might want to define what happens to deliverables and deadlines.
• If you sell goods, you may need to address inventory allocation, delivery risk, and substitute goods.
• If you run events, you’ll want clear postponement and ticket refund rules.
• If your business depends on subcontractors, you might want wording that addresses third-party failure (and whether that counts as force majeure).

And importantly: the clause should match the rest of your agreement, including how notices are given and how disputes are handled. Getting the structure right is part of broader contract law basics that can make enforcement much smoother if things go wrong.

How Do You Use A Force Majeure Clause Properly (Without Making Things Worse)?

When disruption hits, it’s tempting to fire off a quick email saying “force majeure” and hope the problem disappears.

In reality, how you handle the situation can affect your legal position and your commercial relationships. Here’s a sensible, business-friendly approach.

1) Check The Contract Wording First (Before You Say Anything)

Start by reading the clause carefully. Don’t assume it covers your situation.

Look for:

• the list of events (is your event included?)
• the impact threshold (prevent vs delay vs hinder)
• strict notice requirements and deadlines
• any obligation to provide updates
• what relief you actually get (time extension, suspension, termination, etc.)

2) Document What Happened And How It Affects Performance

If this turns into a dispute later, you’ll want a clear paper trail. Keep records of:

• supplier emails, shipping notifications, or official announcements
• government guidance affecting operations
• the timeline of disruption
• steps you tried (and why alternatives weren’t workable)

3) Give Notice Exactly As The Contract Requires

This is where small businesses get caught out. If the contract says notice must be “in writing” to a specific email address, sent within a certain number of days, do that.

Also check whether the contract has formal notice provisions (sometimes buried in boilerplate).

4) Try To Agree Practical Workarounds

Even when you have a right to suspend performance, it’s often better commercially to propose a workaround:

• adjusting delivery schedules
• substituting materials or suppliers
• partial delivery now, balance later
• pausing obligations but keeping the contract alive

This reduces conflict and can protect ongoing relationships - which is often more valuable than “winning” a technical argument.

5) Make Sure Your Contract Is Executed Properly (Especially If You Agree Changes)

If you agree to vary timelines, pricing, or scope because of a force majeure event, document it properly.

Some contracts require variations to be in writing and signed. Others may need deeds in certain circumstances. If you’re unsure, it’s worth checking the practicalities of executing contracts and deeds so your “quick fix” doesn’t become unenforceable later.

And if you’re putting a contract in place for the first time (or tightening up your terms), proper contract drafting is usually the difference between a clause that works on a bad day and a clause that creates arguments on a bad day.

Key Takeaways

• A force majeure clause is not automatically included in UK contracts - if you want this protection, it needs to be written into your agreement.
• You can only rely on a force majeure clause if the event falls within the clause’s definition and actually causes the delay or non-performance, and you comply with notice and mitigation requirements.
• A strong force majeure clause should cover: the definition of events, the required impact on performance, notice rules, mitigation obligations, what happens to obligations and payments, and termination rights if disruption continues.
• A practical force majeure clause example (UK) can be a helpful starting point, but wording should be tailored to your industry, your bargaining position, and the specific risks in the deal.
• If disruption leads to changes in scope or deadlines, document variations properly so you don’t accidentally undermine your legal position.
• If you contract with consumers, make sure your terms are fair and transparent under the Consumer Rights Act 2015, and remember that some exclusions/limitations may be unenforceable in both B2B and consumer contexts.

If you’d like help drafting or reviewing a force majeure clause (or strengthening your contracts so you’re protected from day one), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.