The 12 Contractual Days of Christmas: A Small Business Legal Survival Guide for the Holidays

The holiday season is officially upon us! If you're running a small business, this time of year brings a rush of sales, last-minute demands, and a healthy dose of panic. The last Saturday before Christmas is historically one of the busiest trading days of the year. To help you keep your profit and your sanity intact, we’ve translated the classic Christmas carol into 12 essential legal reminders to check off your list before you close the office door for the break.

We wish you a joyful Christmas and a happy, healthy, and successful 2026

The 12 Contractual Days of Christmas

On the first day of Christmas, my supplier sent to me…

1. A Contract Missing the 'Time is of the Essence' Clause!

Is there anything more stressful than a crucial delivery running late just before Christmas? If your supplier contract doesn't explicitly state that "time is of the essence", the delay may not be sufficient to allow you to walk away and find a new supplier.

Actionable Guidance: Ensure your contracts clearly stipulate that meeting key delivery deadlines is fundamental to the agreement.

On the second day of Christmas, my courier sent to me…

2. Two Failed Deliveries!

Whether it's the weather or pure holiday chaos, deliveries fail. The legal question is: Who bears the risk of loss or damage? While you often assume responsibility until the goods are in the customer's hands, your agreement with the courier dictates your right to claim compensation.

Actionable Guidance: Review your contract with your courier partner to ensure it clearly states when risk passes to the customer (e.g., when the package is delivered or signed for).

On the third day of Christmas, my customer sent to me…

3. Three Late Payments!

Ah, the holiday classic: Customers delaying payment until the new year. Cash flow is crucial, especially in January. If you wait too long, debt collection becomes harder.

Actionable Guidance: Send one final, polite payment reminder before you close for the break. Use your contracts to reference any applicable late payment interest.

On the fourth day of Christmas, my manager asked me about…

4. Four Staffing Status Questions!

You hired casual holiday staff to cope with the rush. But are they legally Employees, Workers, or Contractors? Getting this wrong can lead to costly back-dated holiday pay claims and HMRC penalties. We wrote extensively on this topic last week and you can read that post here.

Actionable Guidance: Document the working arrangements for every temp. Do you dictate when and how they work? They are likely a worker or employee. If they use their own equipment and can send a substitute, they might be a contractor (but be cautious)!

On the fifth day of Christmas, my marketing team used…

5. Five Rings of IP Gold!

Did your social media team grab that cute Santa image from a quick Google search? Or use a popular song clip in a video? You could be inviting a costly Intellectual Property (IP) infringement claim.

Actionable Guidance: Always stick to royalty-free stock photos and music. Never use third-party branding, logos, or copyrighted content without explicit, written permission or a valid licence.

On the sixth day of Christmas, my customer returned…

6. Six Defective Widgets!

A customer buys a product, gives it as a gift, and it breaks on Boxing Day. You are legally responsible under the Consumer Rights Act (CRA) 2015 for ensuring goods are of satisfactory quality, fit for purpose, and as described.

Actionable Guidance: Train your staff on the customer's legal right to a refund/repair for faulty goods within 30 days. This isn't just about your internal returns policy - it's the law!

On the seventh day of Christmas, my website posted…

7. Seven Unclear Return Windows!

With gift-buying in full swing, many businesses offer extended holiday return periods. But if your policy is vague (e.g., "Returns accepted after Christmas"), you create confusion and disputes.

Actionable Guidance: Define your returns policy using clear dates or days (e.g., "All items purchased between 1 Nov and 24 Dec can be returned until 31 Jan"). Post this clearly on your website and receipts.

On the eighth day of Christmas, my advert promised…

8. Eight Expired Discount Codes!

Running festive flash sales and discount promotions? If the terms are vague, or if customers try to use expired codes, you risk complaints under consumer protection and misleading advertising rules. You can learn more about the rules governing compliant advertising here.

Actionable Guidance: Ensure every offer has clear, legal Terms & Conditions stating the exact start and end dates, any qualifying purchase requirements, and exclusions (e.g., sale items).

On the ninth day of Christmas, my email marketing caused…

9. Nine Data Breaches!

That big Christmas e-shot to clients and past customers needs to be safe. Sending mass marketing emails without proper consent or a legitimate interest basis can breach GDPR rules.

Actionable Guidance: Check your mailing list. Only send promotional emails to those who have actively opted-in unless you can rely on the soft opt-in exemption. And always make sure your "unsubscribe" link works and is easy to find.

On the tenth day of Christmas, my lawyer ignored…

10. Ten Clauses to Ignore! (Don't let this be you!)

It’s tempting to rush through signing contracts for pop-up shops, market stalls, or temporary storage. But skipping key clauses can be disastrous.

Actionable Guidance: Never sign a contract without undertaking a proper review.

On the eleventh day of Christmas, the supplier claimed…

11. Eleven Force Majeure Requests!

With possible winter weather or supply chain snarls, suppliers might claim that a force majeure event excuses a failure to deliver.

Actionable Guidance: Know your contract's force majeure clause. It may only excuse non-performance for truly extraordinary and unforeseen events, not just common winter delays. We wrote about this topic here only a few weeks ago.

On the twelfth day of Christmas, my staff had…

12. Twelve Holiday Party Liabilities!

When the office party kicks off, the business remains legally liable (referred to by lawyers as vicarious liability) for the actions of its employees. Harassment, discrimination, or drunken damage caused by staff is often traceable back to the employer.

Actionable Guidance: Send a clear, non-patronising memo reminding all staff that the company's anti-harassment and conduct policies remain fully in force at all social events.

Have Yourself a Legally Merry Little Christmas

As the year comes to a close, we’d like to thank all our clients and partners for their continued trust and collaboration. It’s been a pleasure working with you throughout the year. We wish you a joyful Christmas and a happy, healthy, and successful 2026.