Ending an international business contract: notice, final payments and handover

You want to finish a project, change services or stop a subscription from renewing. Before writing “we are ending the work”, check four things: your grounds for leaving, the notice procedure, the final payments and the handover you will need afterwards.

This article covers business-to-business contracts. The legal explanations are based on the law of England and Wales. Sanctions, force majeure, frustration and contracts subject to special rules need separate assessment.

01 / The term is ending

Do not renew

Work continues until the term ends. The priority is to give notice in time and follow the contract.

See the calendar

02 / Plans have changed

Leave early

Check your right to end the contract early, or agree an exit with the other party.

Check the grounds

03 / Terms have been broken

Respond to a breach

Establish whether it allows you to end the contract and whether you must first give time to put it right.

Work through the procedure

Payments, access and handover need to be addressed in every case. Giving notice does not resolve them on its own.

1. Stop the contract from renewing

The end of the initial term does not always end the relationship. A contract may renew automatically for another year unless either party gives notice in time. Check both the number of days and what starts the clock: sending the notice or receiving it.

Example: a contract renews annually, with the next renewal on 1 January 2027. All dates and times are London time.

1. 90 calendar days before renewalCount calendar dates, excluding the renewal date. Notice must be received by 3 October, inclusive. The deadline does not move because it falls on a weekend.
2. Receipt on the next working dayThe contract allows email. An email successfully sent to the specified address is deemed received at 09:00 on the next working day, whether or not it has been read.
3. Working days: Monday to FridayExcluding public holidays in England and Wales. None falls on the weekdays shown here. No other receipt rules apply in this example.

3 October

Last day for receipt
90 calendar days before 1 January

October 2026: four dates that matter

Thursday1Send in time

Friday2Receipt before the deadline

Saturday3Last day for receipt

Monday5Receipt after the deadline

In time

1 Octsent→2 Octreceived

91 days before renewal. Under these example terms, the contract ends on 31 December.

Too late

2 Octsent→5 Octreceived

88 days before renewal. The contract renews for another year unless a different right to leave applies or the parties agree otherwise.

This calculation follows the stated terms, not a universal rule for notices. Another contract may define receipt, working days and deadline adjustments differently.

“I sent it before the deadline” does not help here: the contract counts receipt. Put an earlier sending date in your calendar as well as the legal deadline, leaving time to correct an address or delivery method.

Check the notices clause: who must receive the notice, whether email is permitted, whether anyone needs a copy and what evidence of delivery to keep. An exchange with an account manager may not replace notice under the contract. For an international deal, check the time zone and working-day calendar separately.

2. Leave early when neither party is in breach

The project is no longer needed, the budget has been cut or a better service is available. Under English law, a change of plans does not by itself let you end a contract whenever you choose. Look for an early-exit right that does not depend on a breach: who can use it, what notice it requires and what it costs.

If there is no such clause, check other possible grounds and whether you can agree an exit. For some contracts of indefinite duration, a right to end on reasonable notice may follow from their interpretation. That was the outcome in Zaha Hadid, a trade mark licensing case. It does not mean that every contract without a fixed end date can be ended after whatever notice period you choose.

One practical option is to agree an end date, payment for work done, handover and the treatment of outstanding claims. If you promise not to bring further claims, check exactly which claims that promise covers and whether it depends on receiving the final payment. The contract continues until the agreed date unless the parties arrange otherwise.

3. End the contract for breach

There are two distinct legal grounds to consider. The first comes from the contract: for example, a specified breach may allow termination after notice and expiry of a period to put it right. The second may arise at common law. The obligation broken, the nature of the breach and its consequences matter, including a refusal to perform the contract. An ordinary delay or minor defect does not necessarily give you a right to leave.

Read the terms together. A requirement to allow time to fix a problem may apply only to a particular contractual ground. The contract may also preserve, restrict or exclude particular common-law rights. Do not assume that one procedure covers every route.

While assessing the situation, put your reservation of rights in writing. But that does not undo the effect of your actions. If your conduct clearly chooses to keep the contract in place after a known breach, you may lose the right to end it on that ground. Tele2 illustrates the risk of prolonged performance without protest; SK Shipping explains why a reservation alone does not always help. The latter concerned rescission for misrepresentation, not a contractual exit notice.

A defective notice may fail to end the contract. It may also show that you no longer intend to perform your obligations, but that conclusion depends on its content and context. In Eminence, a mistaken working-day calculation was not automatically treated as such a refusal. If you simply stop work after an ineffective notice, your own conduct may give the other party grounds for a claim.

Courts do not treat every error alike. In Mannai, a wrong date in a notice did not prevent a reasonable recipient from understanding what it meant. That is not permission to ignore a required delivery method or deadline.

4. Deal with advance payments and unfinished work

Ending a contract does not normally erase debts and claims that have already arisen. In Triple Point, paragraph 79, the UK Supreme Court explained that termination generally operates prospectively, unless the parties agree otherwise. But “we have already spent the time” does not necessarily mean a right to payment of that amount has arisen.

Separate amounts already due, unfinished work and advance payments. For each, check the contract, the basis for ending it and the applicable rules. An advance payment is not always refunded in full, nor can the recipient always keep it. Payment for completed milestones is covered in the article on payment terms.

Example: the customer uses an agreed right to leave without a breach. All amounts are in US dollars. The parties have agreed the calculation below, and there is no dispute about quality.

Completed milestone

Accepted by the customer and payable at the agreed price.

Unfinished milestone

Verified hours are payable at the contractual rate.

Other amounts

Pre-approved, non-refundable expenses are reimbursed. No other exit fee or remaining contract price is payable. The advance payment reduces the balance.

Accepted milestone$12,000

40 hours × $100 on the unfinished milestone$4,000

Approved, non-refundable expenses$1,000

Less the advance payment already received−$10,000

Balance payable$7,000

This formula works because of the example’s agreed terms. Payment for hours worked and reimbursement of expenses are not automatic whenever a contract ends.

If amounts are disputed, record what is accepted and what remains open. Do not describe a payment as a “full and final settlement” unless you are ready to close the claims it covers. Termination for breach may also give rise to separate damages claims, which need to be assessed alongside the liability provisions.

5. Hand over the work and preserve the rights you need

Ending the main work and keeping particular contract terms in force are separate questions. List what will be needed the day after the contract ends and who must provide it.

• Materials and access. The repository, documentation, files and accounts. Who hands them over, when and in what condition.
• Rights to the work. What has already transferred, what depends on payment, which licences continue and whether a new team can take over the work.
• Data. What the export contains, its format, the time allowed to retrieve it, deletion of copies and permitted retention. For SaaS, see the separate discussion of leaving a service.
• Transition support. Which tasks are included, what they cost and when they end. An open-ended promise to “help with the transition” leaves another issue to argue about.
• Terms that continue. Confidentiality, payments, limits on liability and dispute resolution. Their effect depends on the wording and the law.

A platform licence does not necessarily end when development stops, and paying for work does not necessarily transfer all rights. Address these questions alongside the terms governing customer-funded improvements.

6. Before sending notice

• Find the current contract, its schedules and agreed amendments.
• Identify the ground for leaving and check any steps that must come first.
• Calculate the receipt date, confirm the delivery method and allow a margin for error.
• Agree internally what continues until the end and what must be handed over afterwards.
• Separately calculate debts, advance payments, unfinished work and potential claims.
• Check that the notice clearly communicates a decision you are entitled to make, and keep evidence of sending and delivery.

These questions are worth addressing before signing. It is usually easier to agree a workable exit and its consequences while both parties still want to do the deal.

Sources

1. Zaha Hadid Ltd v The Zaha Hadid Foundation [2026] EWCA Civ 192, paragraphs 43–45 and 56–59: termination on reasonable notice in a particular contract of indefinite duration.
2. Eminence Property Developments Ltd v Heaney [2010] EWCA Civ 1168, paragraphs 61–65: mistaken termination and assessment of conduct in context.
3. Tele2 International Card Company SA v Post Office Ltd [2009] EWCA Civ 9, paragraphs 53–58: continued performance and loss of the right to terminate for a known breach.
4. SK Shipping Europe Plc v Capital VLCC 3 Corp [2020] EWHC 3448 (Comm), paragraph 211: limits of a reservation of rights. A case concerning rescission for misrepresentation.
5. Triple Point Technology Inc v PTT Public Company Ltd [2021] UKSC 29, paragraph 79: accrued rights and obligations when a contract ends.
6. Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] UKHL 19: interpretation of a notice by a reasonable recipient and compliance with the conditions for a valid notice.

A general discussion of commercial contracts under the law of England and Wales. A particular exit depends on the contract and the circumstances.