Over the years, however, we have seen a range of attitudes from:
‘If I don’t put anything in writing, I’m not bound by it, right?’
‘We don’t actually have a contract between us, but have been trading together for the last 3 years…’
‘We put together our own terms and conditions by copying others that we found on the internet.’
‘Nobody ever asks us for our terms of business…’
And initially while everything jogs along happily, no-one is any the wiser. However, there are some very good reasons to reduce your commercial intentions into a legally binding written contract:
- If you ‘don’t put anything in writing’ or ‘don’t have a contract, but have been trading together for the last 3 years’ you do in fact have a contract and the terms of that contract will be decided by a court based on what the court believes your intentions were at the time you entered into that contract and based on how you have acted over the years. This may well not incorporate any of the terms that you would have benefitted from had you taken legal advice originally, for example, you may find that your liability to the other party is unlimited, instead of having the benefit of limiting your liability to the value of the contract;
- Putting together your own terms and conditions based on those you have found on the internet may sound like a way of saving valuable cash BUT, in the first instance, you may be in breach of someone else’s copyright, which could come back and bite you in the future; and secondly, you have no idea whether the person who drafted those terms and conditions was legally qualified and whether they are therefore legally binding OR whether they have since been superseded by a change in legislation or case law.
- It may be the case that no-one ever asks for your terms of business, but an event may arise when they are in breach of your terms of business and you want to rely on them in court and then find you are unable to do so, as you have not brought these terms to the attention of the other party prior to their entering into a contract with you.
We advise on all of the different essential type of terms and conditions a business could require including:
- Terms and Conditions of Sale or Purchase;
- Terms of Website Use;
- Privacy Standards and Notices required under the GDPR;
- Provision of a standard checklists and tools required to assist compliance with GDPR;
- Supply of Services Agreements;
- Master/Framework Agreements;
- Intellectual Property Licences including Trade Mark and Patent Licences;
- Web/App/Software Development Agreements;
- Consultancy Agreements; and
- All types of bespoke commercial agreements.