Vanessa Barnett

Practice Areas

Vanessa helps clients who are using technology and data to innovate or disrupt established ways of doing things. Vanessa focusses almost exclusively on advising VC-backed, high-growth businesses on their scale-up journey on a general counsel-like basis, particularly those who are data-rich and using software as a service/platform/marketplace business models.

Vanessa is a technology and data lawyer who has been at the forefront of advising clients using internet-enabled business models for over 20 years. Over the last five years she has focussed on the two biggest growth areas in the digital economy: data platforms and gig/talent platforms.

Vanessa has particular expertise in applying traditional regulatory requirements to new online business models (e.g. data protection, employment, tax, sector-specific regulations). She advises on all aspects of these business models, including structure, contracts, intellectual property and data protection, and holds specialist data protection certifications CIPP/E & CIPM.

She is often embedded in client product teams to ensure compliance by design, and also advises on legal/compliance product strategy, design and user experience, having been embedded for a year in the UK’s first law-tech start-up.

Having registered the company that became Ocado as a trainee, and deciding she wanted to be an ‘internet lawyer’, her career began with advising all of the original big players in the UK (Tesco.com, Amazon, Google, Apple). Her career has mapped business use of internet technology over time: technology development and services, website design and build, e-commerce, mobile, apps, digital media, social media, big data and gig/talent economy.

Vanessa has frequently been singled out by clients for her dedicated client service and practical approach.

In her spare time, Vanessa is the Chair of the Open Knowledge Foundation, who are pioneers in openness and data literacy, including developing the Open Data Commons licences.

Career

Vanessa qualified as a solicitor in 2001. Prior to joining Keystone Law in 2016, she worked at the following firms:

Charles Russell Speechlys

Berwin Leighton Paisner

Experience

Advised Barclays on its original £5m per year sponsorship of London’s public bike rental scheme.

Advised Canonical, an open-source-based, high-growth software business, on its early-stage legal needs which involved placing secondees into the business, developing its first round of template contracts, working with other specialists on developing its IP strategy, which differed because it develops and distributes open-source software, and helping it recruit in-house lawyers.

Advised Harbr, an enterprise data exchange business, on its early-stage legal needs which involved developing template contracts for its Secure SaaS data exchange product, working with product and sales to develop a sales execution model and providing advice on contracts, IP and data.

Advised iPSL, a joint venture between Barclays, HSBC, Lloyds and Unisys, on its digital cheque processing platform and associated services, including long-term services agreements back to each of the banks.

Advised MOO, the print platform, on its data protection compliance programme, including developing notices, policies and training.

Advised Stint, the ground-breaking student working platform on a mission to revolutionise staffing on the high street and transform the way students earn money, on its early-stage legal needs which involved pre-launch structure, regulatory and product advice, as well as developing customer and student-facing app terms/privacy notices.

Advised Synalogik on its Scout product, an innovative platform that combines automated data gathering, cleansing and analysis in the law enforcement, gaming, defence, insurance and banking sectors, including developing a sales execution model and providing advice on contracts, IP and data protection.

Advised Tesco on hundreds of technology/data contracts, ranging from routine technology services agreements to business-critical technology development and outsourcing projects, as well as training/supervising junior Tesco lawyers on joint projects.

Advised Tesco.com on its original online supermarket offering, as well as commercial, IP and regulatory advice on several of its technology-based products added over time, including: Tesco Marketplace (its third party seller marketplace); Tesco Digital (its branded digital media store) and Tesco Property Market (its peer-to-peer house sales marketplace).

Advised Tesco Mobile, a joint venture between Tesco and Telefonica, on technology/data contracts, ranging from routine technology services agreements to business-critical technology development and outsourcing projects, and advised on regulatory aspects of new product offerings and data processing agreements.

Advised Westfield on numerous technology, data and digital marketing contracts for its two flagship London properties, including streamlining legal templates.

Advised YunoJuno, the UK’s largest platform for freelancers in the creative and technology industry, on all legal and regulatory aspects of its business, including how a talent economy platform is regulated, client and freelancer contracts, implementation of regulatory requirements into the product (e.g. IR35) and general commercial, IP and data protection advice.

Various in-house secondments, including to FT.com and Burberry.

Industry Sector Expertise

Strategy and business affairs: providing horizon scanning and legal/business strategy advice, as well as regulator relationship management.

Governance and compliance: in particular, data economy regulation and gig/talent economy employment & tax regulation, including off-payroll working/IR35, as well as wider business-wide issues such as directors’ duties and employee/supplier policies. Also supporting compliance visits/audits by regulators.

Planning and stress testing: advising at the start of a business or product launch on what needs covering from a legal point of view: structure, relationships, IP, data and regulatory regime.

Scale-up/internationalisation: taking a ‘home country’ software as a service/platform/marketplace business model and providing strategic advice on how best to structure compliance and contracts to scale up into new product markets/countries based on client risk appetite model (including foreign adviser selection/budgeting/managing).

Privacy, data protection: advising on privacy and personal data aspects of online businesses (data mapping, policies, security, international transfer, notices, processing agreements, training and breach/crisis management).

Big data/innovation: advising on big data/innovation aspects of online business (rights and licensing, data analytics, data exchanges, machine learning, AI).

Data contracts: advising and negotiating contracts for data creation, collection, use and licensing and data-enabled services.

Gig/talent economy contracts: developing gig/platform economy platform terms and negotiating contracts for supporting services (compliance and payment services).

Technology contracts: advising and negotiating contracts for the development, licensing and sale of software, apps, websites and content and technology-enabled services.

General business contracts: advising and negotiating contracts for buying and selling goods and services (NDA, consultancy, marketing, sponsorship, joint venture, partnering, reselling, outsourcing, white labelling).

Boilerplate and template documents: developing brand and market-appropriate boilerplate and template documents for sales teams and/or in-house legal teams.

Legal audits: looking at an established business and auditing whether it is legally compliant across a number of areas (data protection, IP, regulatory, key relationships).

Supporting procurement teams: pre-tender analysis and tender support, and advice on exiting from pre-existing supplier relationships.

Supporting fund raising/exit transactions: due diligence, warranties and indemnities, transitional services.