TUPE

When TUPE applies

Two triggers: a business transfer (a business or part of one changing owner while keeping its identity) and a service provision change (outsourcing, re-tendering or bringing a service back in-house). The second trigger surprises people outside the UK: losing a cleaning, IT or facilities contract to a rival can transfer your staff to that rival by operation of law. Employees assigned to the transferring work move automatically, with continuity of service intact.

What transfers, and what is protected

Terms and conditions, accrued service, and most liabilities cross with the employee; occupational pension rights are the main carve-out, replaced by minimum matching obligations. Dismissals where the transfer is the reason are automatically unfair unless justified by an economic, technical or organisational reason entailing workforce changes, and harmonising terms downward after a transfer ("everyone onto our standard contract") is the classic TUPE breach. Both outgoing and incoming employers must inform, and where measures are proposed consult, appropriate employee representatives, with awards of up to 13 weeks' pay for failures.

Why non-UK acquirers need this term

Australia and New Zealand handle transfers of business through their own, narrower mechanisms, so due diligence teams from ANZ routinely under-scope UK deals: headcount arrives whether or not the price assumed it, terms cannot be quietly standardised, and the consultation clock starts before signing, not after. In any UK acquisition or outsourcing decision, the TUPE analysis belongs in the deal model, not the integration afterthoughts.