Carolyn Bane

Carolyn advises on a wide range of commercial contracts, drawing on her extensive in‑house and private practice experience to support and guide clients through every stage of the contract lifecycle.

• Advised a leading CPD accreditation provider in the UK on its terms and conditions for members.
• Acted for a leading global manufacturer of household and professional appliances in drafting and negotiating an advertising services agreement and brand ambassador agreement.
• Acted as sole legal advisor to a UK-based IT managed service provider and consultancy, providing full-scope commercial legal support including drafting and negotiating key template agreements such as master services agreements and terms and conditions for the supply of goods with clients across multiple jurisdictions.
• Acted for a UK-based equine surface specialist company, advising on both business and consumer terms and conditions.
• Acted for a Cambridge-based materials science and technology company on various commercial agreements including non-disclosure agreements (NDAs), memorandums of understanding (MoUs), university collaboration agreements, equipment rental agreements, sales terms and conditions, and software maintenance service agreements.
• Advised on an electricity services agreement for participation in the National Grid’s demand flexibility service for a UK-based renewable energy company supplying 100% green electricity and green gas to domestic and business customers.
• Advised on property management agreements, professional services engagement letters, and introducer agreements for high-net-worth clients.
• Drafted, negotiated, and advised on a commercial cleaning services agreement for Ocado Group.
• Acted as sole legal advisor for one of the largest vertical farming companies in the UK on a range of commercial and supply chain matters including non-disclosure agreements (NDAs), memorandums of understanding (MoUs), design appointment agreements, collaboration agreements, terms and conditions for the supply of goods and services, corporate engagement letters, and contracts for the design, manufacture, supply, commissioning, and installation of equipment.

Carolyn advises on intellectual property provisions in commercial contracts, ensuring ownership, licensing, and usage rights are clearly addressed and effectively protected.

• Advised a leading global manufacturer of household and professional appliances on a field team services agreement which included detailed provisions on the use of company trade marks, property, and sales and promotional materials.
• Drafted a template intellectual property agreement for a Cambridge-based materials science and technology company on ownership, licensing, and use of data and related intellectual property rights in its technology.
• Advised a London-based software company specialising in supply chain management solutions on intellectual property ownership and licensing issues in project deliverables, bespoke developments, and third-party software as part of an IT services agreement with a leading UK-based contemporary fashion retailer.
• Advised a Cambridge-based materials science and technology company on an equipment sale agreement with a Canadian university which included detailed intellectual property ownership and licensing provisions.
• Advised a UK-based IT managed service provider and consultancy on ownership and licensing rights in its master services agreement for project deliverables, work product, know-how, and third-party software as an authorised reseller.
• Advised a Cambridge-based materials science and technology company on a collaboration agreement for use of its technology and related exploitation of intellectual property rights with a global engineering consultancy.

Carolyn advises on data protection and GDPR compliance, guiding clients on data use across commercial operations.

• Project lead for the Ocado Group GDPR compliance programme/implementation including design and delivery of GDPR training packages, data privacy policies, and reviewing privacy management technology platforms.
• Advised and assisted Ocado Group on its data processor questionnaire, data privacy accountability framework, and personal data breach notification procedure.
• Advised a UK-based IT managed service provider and consultancy on a range of data protection matters including joint controller, controller-processor and intra-group data processing agreements (DPAs), transfer risk assessments, international transfer mechanisms such as the Standard Contractual Clauses (SCCs) and the UK Addendum, as well as the provision of general data protection advice for its business.
• Acted for a leading CPD accreditation provider in the UK on various data protection matters, including drafting privacy policies and employee notices and negotiating third-party data processing agreements (DPAs).
• Advised a US-based pet technology company, operating a direct-to-consumer e-commerce platform, on general data protection compliance matters to ensure compliance with UK data protection legislation.

Carolyn advises technology companies on a broad range of commercial and contractual matters, balancing risk management with commercial objectives.

• Acted for a London based software company specialising in supply chain management solutions on an IT services agreement for the provision of core technology services to a leading UK-based contemporary fashion retailer.
• Acted for a UK-based IT managed service provider and consultancy on a range of technology-related contracts including SaaS agreements, master subscription agreements, software licensing and reseller agreements, and IT procurement contracts.
• Acted for Ocado Group in negotiating and advising on a complex software escrow agreement with a global leader in warehouse automation and logistics.
• Advised and negotiated a Cloud enterprise management agreement that hosted various applications for Ocado Group.
• Advised and negotiated a Cloud-based instant messaging master subscription agreement for worldwide use across Ocado Group.
• Prepared and negotiated numerous automated bagging machine contracts with an Austrian company for use within the Ocado business.

Carolyn advises retail clients on commercial contracts, drawing on her 12 years’ in‑house experience at Ocado to deliver end-to-end contract support, from negotiation to practical implementation.

• Advised on the commercial contractual terms of the strategic operating agreement for Morrisons’ expansion into online retail.
• Project lead in the implementation and set-up of Ocado Retail Legal Team as a standalone legal department from Ocado Group plc, following the sale of 50% of the Ocado UK retail business to Marks & Spencer Group, overseeing all commercial and contractual matters.
• Managed and negotiated key installation and procurement contracts for an online retail partnership between Ocado and Coles supermarket, as part of Ocado’s expansion into Australia.
• Advised a company connecting restaurants with suppliers via a digital ordering platform on its online terms and conditions (EULAs) and supplier service terms.
• Advised a Netherlands-based engineering and manufacturing company specialising in process technology solutions for the food, feed, and chemical industries on a framework equipment purchase agreement for the provision of equipment to a top British multinational FMCG company.
• Acted for a UK-based luxury accessories brand, advising on retention of title issues related to their supply chain and retailer agreements.

Carolyn brings over 14 years of in-house experience, supporting organisations with day-to-day advice, commercial contracts and business-critical projects, acting as in-house counsel to companies that are not yet ready to make an internal legal appointment or require additional legal support. Carolyn’s in-house background equips her with a deep understanding of the day-to-day challenges faced by businesses, allowing her to provide advice that strikes a balance between legal requirements and commercial objectives.

• Head of Commercial Law, Ocado Group plc: member of the Legal, Governance and IP leadership team and responsible for managing the commercial legal function in the UK. Advisor to various departments within the business including senior management and overseas offices with responsibility for day-to-day management of all legal matters relating to the UK commercial operations covering retail, IT, supply chain, business planning, and logistics.
• General Counsel, Jones Food Company Limited: she advised on a broad range of commercial, contractual, and regulatory matters, including supply agreements, intellectual property and technology issues, corporate engagements, and collaborations with retailers and universities.
• Corporate Counsel, ANZ, Cadbury Schweppes, Melbourne, Australia: gained a significant and varied range of commercial experience including overseeing a wide range of regional Asia-Pacific matters and advised on corporate, commercial, procurement, IT, and compliance
• Various in-house secondments including to AXA UK plc and the British Airways Air Miles loyalty program (which later rebranded to Avios) providing cover for the Head of Legal.

Recognised by The Legal 500 for Retail and Consumer 2026

Recognised by The Lawyer Awards: Ocado Group plc “In-house commerce & industry team of the year” 2020