Terms of Business and Terms and Conditions

When a business sells its goods and/or services this will almost always give rise to the creation of a contract. A contract is a legal agreement enforceable and recognisable by the law. The terms of business or also known as the terms and conditions, is a document you use to set out your rules of the contract.

The Terms of Business should be written using clear language and should deal with each party's expectations, financial controls and risk management. This is in order to create contractual certainty.

It is important to understand the issues involved and what each parties rights and obligations are. For example are you clear on the following:

  • Whether your terms of business have actually been validly incorporated into the contract in the first place? It is important to understand the risk of the “battle of the forms”.
  • Your rights if your client or customer pays late or not at all?
  • Your rights if your client enters into an insolvency procedure such as administration?
  • Your rights to end a long term contract early?
  • Your liability if you deliver late, or you are held to be in breach of contract?
  • Who owns the intellectual property rights in any creative work?
  • Your legal obligations to disclosure certain minimum information about your business?

Terms of Business Law

The most significant laws relating to the sale and goods and services is:

  • the Sale of Goods Act 1979;
  • the Supply of Goods and Services Act 1982; and
  • the Unfair Contract Terms Act 1977.

However, in addition to these three legislative provisions there are numerous sources of law and regulations that may be applicable. Some law and regulation may be specific to the industry your business operates in, for example the provision of legal advice is regulated by the Solicitors Regulatory Authority. Some law and regulation may be specific to how you market your business, for example when selling over the internet there are many e-commerce rules.

Terms and Conditions Review or Terms or Business Review

If you already have terms of business, but are not sure whether they are suitable, we can provide a review of the terms of business. The work typically entails:

Meeting with you to discuss your business services, and your current processes used for creating contracts. If we do not understand your business then it would be like asking a tailor for a suit without actually being measured. The result is the documents, which whilst headed “terms and conditions”, may not provide the protection it should. Indeed, it may be appropriate for us to attend your premises to meet with you and key staff to get a better feel of your operation, and to provide in-house training on how to conclude contracts and other issues;

  • Clarify your preference on key provisions in the terms of business, including:
  • Payment terms (and retention of title terms if you sell goods);
  • Limitation of liability terms. Often the exercise of preparing the limitation of liability provisions is the most extensive, as the legal work is often about describing in detail what is included, what is excluded and any relevant assumptions;
  • Termination terms;
  • Intellectual property rights terms;
  • Boilerplate terms;
  • Inspection of your existing terms of business and other contractual documents such as estimate and quotation documents;
  • As appropriate, we will review your competitor terms of business for an in-depth analysis of key issues documented;
  • Drafting any necessary amendments to the existing terms of business; and
  • Providing a report on the review.

The amount of time and costs required to review your terms of business will vary depending on how deep the review needs to be.

Small print terms and conditions or terms of business

If you do not have terms of business, or if your existing terms of business have not been reviewed in some time, then the chances are that a new version is likely to be a considerably larger document. It may be unattractive for customers to have to acknowledge they have read and accepted a wieldy document, and so we can discuss a number of options in how new terms look and feel.

Contact us

For specialist business law advice contact us by telephone on (020) 8275 0336 or by email at enquiries@slaw.co.uk.

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