Protect Your Business With Terms & Conditions
Whether your business is run onsite, at a distance, or online, having a comprehensive set of terms and conditions is an important element of any business. The most effective way to ensure that your terms and conditions properly protect your business is to have them prepared or approved by a specialist business law solicitor.
At Tinsdills, we are dedicated to ensuring that your business is protected and our team of specialist business law solicitors is on hand to advise you on the efficacy of your standard terms and conditions. More corporate law services include:
Tinsdills recently expanded this department following an acquisition of Grindeys Solicitors
Specialists In Tailoring Terms & Conditions For Your Business
Terms and conditions of business are used to set out a commercial and legal framework for all transactions between your business and its suppliers and customers. Having a properly prepared, bespoke set of standard terms and conditions of business is an important part of any business, but many businesses do not give their standard terms and conditions detailed consideration until a dispute arises and it is too late to rectify the issues.
Standard terms and conditions require regular review to ensure that they remain current, take account of any changes in the law and reflect any changes in the activities of your business. When preparing bespoke terms and conditions, we will usually include exclusions of liability; warranties and indemnities (if appropriate); price and payment terms; provisions relating to packaging and delivery; offer and acceptance terms; retention of title, risk and insurance; and other regulatory/compliance provisions as appropriate. In addition, our team of specialist business law solicitors can advise on incorporation of terms and conditions (battle of the forms) and pre-contract representations.
Having bespoke terms and conditions in place does not automatically protect your business and there is sometimes confusion as to when they should be provided to the supplier or customer to ensure proper incorporation into a contract for each order placed. Failure to properly incorporate your terms and conditions into the contract, for sales of goods or services, could mean your business is unable to rely on those terms. It is therefore important to ensure you have a proper procedure in place for the formation of contracts.
Our dedicated business law solicitors have the legal and commercial expertise to advise you on all legal aspects of your business’ terms and conditions and the formation of contracts, tailoring your terms and conditions to protect your business for the future.
It will depend on the length of your terms and conditions as to whether this will be feasible. Terms and conditions must be written in plain and simple English, with as little jargon or technical wording as possible. They must also be legible, meaning that they are easily readable in a font size that allows customers to see the wording. If you have to reduce the font size of your terms and conditions so much that the wording cannot be read unaided then your terms may not be enforceable.
Whilst it is not essential to have separate terms and conditions dealing with business-to-business sales and consumer sales, there will be additional requirements and obligations on your business in respect of contracts with consumers. Your standard terms and conditions of business will need to comply with the high standards set by consumer law. We advise against having a combined set of terms and conditions for business and consumer sales as the document is likely to be substantial in length in order to properly ring-fence provisions relating to each type of relationship and may cause more confusion that would be the case if a set for each circumstance is available.
You do not need to have a standard set of terms and conditions for your business and, in the event you do not, the contract with your customer will fall back on provisions implied by law (for example, the Consumer Rights Act 2015). There is a fundamental risk in relying on such laws though as they often favour consumers and, if there is no clear agreement between you and your suppliers or customers, there is a substantial risk of a misunderstanding or dispute arising.
If you drafted your terms and conditions without a solicitor, the answer is almost certainly yes as there is a material risk that they may not be fit for your business. However, even if your standard terms and conditions were originally drafted by a solicitor, you may find that your business (or the market it trades in) has changed since they were prepared, terms and conditions that were fit for purpose when they were drafted may no longer be adequate or desirable for your business. It is generally a good idea to review your terms and conditions every couple of years and in anticipation of any material change in business or market.
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