Business Contracts / Terms and Conditions

Business Contracts tailored to your needs

The contracts your business requires will depend on what you do, who you deal with and the risks involved.

We regularly advise and negotiate on a wide range of commercial agreements, including:

• supply agreements for goods and services;
• consultancy and contractor agreements;
• IT, software and technology agreements, including software licences, SaaS and cloud services agreements, software development agreements, IT support and maintenance agreements and technology services contracts;
• non-disclosure and confidentiality agreements;
• distribution, agency and reseller agreements;
• outsourcing and service agreements;
• sponsorship and collaboration agreements;
• non-solicitation and other restrictive agreements; and
• other commercial contracts tailored to the way your business operates.

We can draft agreements from scratch, review contracts you have been asked to sign, update existing documents or help you negotiate terms with customers, supplier and other commercial partners.

Terms and Conditions

Terms and conditions set out the basis on which your business supplies goods or services. They should be tailored to your business model and properly presented to customers or clients before they enter into a contract.

Effective terms and conditions should clearly address:

• the goods or services being provided;
• prices, invoicing and payment arrangements;
• delivery dates and timescales;
• the responsibilities of each party;
• information, materials or access the customer must provide;
• delays or events outside either party’s reasonable control;
• intellectual property and confidentiality;
• cancellation and termination rights;
• late or non-payment; and
• appropriate limitations of liability.

Where your ability to perform depends on information, instructions or materials from the customer, the terms should explain the consequences of any delay or failure to provide them.

Your terms can also protect the business when performance is delayed or prevented by circumstances outside its reasonable control. Appropriate payment, suspension and termination provisions can help you manage late or unpaid invoices, while carefully drafted liability provisions can limit your exposure where the law allows.

Businesses supplying consumers must meet additional legal requirements. Their terms must be clear, fair and consistent with applicable consumer rights.

Common questions about business contracts and terms and conditions

Do business contracts need to be in writing?

Not every business contract must be in writing to be legally binding. However, a written agreement is strongly recommended because it records the agreed terms, provides certainty and reduces the risk of misunderstandings.

Can I use a template contract for my business?

A template can provide a useful starting point, but it may not reflect how your business operates or address its particular risks. An unsuitable template can leave important gaps, contain irrelevant provisions or fail to provide the protection you expect.

Having a contract professionally drafted or reviewed helps ensure that its terms are appropriate for the particular arrangement.

Can you review a contract someone else has sent me?

Yes. You may not need us to redraft the whole agreement.

We can review the contract, explain the provisions that matter, identify unusual or potentially problematic terms and suggest amendments where appropriate.

We can also negotiate those changes on your behalf.

What should I look for before signing a business contract?

The important provisions will depend on the particular agreement, but common areas to consider include:

• what each party is required to do;
• payment terms and price changes;
• how long the agreement lasts;
• how it can be terminated;
• responsibility if something goes wrong;
• limitations and exclusions of liability;
• intellectual property rights;
• confidentiality;
• restrictions on dealing with customers, suppliers or competitors; and
• what happens if there is a dispute.