If you sell goods and/or supply 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 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:
1. Whether your terms have actually been validly incorporated into the contract in the first place?
2. Your rights if your client pays late or not at all?
3. Your rights if your client enters into an insolvency procedure such as administration?
4. Your rights to end a long term contract early?
5. Your liability if you deliver late, or you are held to be in breach of contract?
6. Who owns the intellectual property rights in any creative work?
7. Your legal obligations to disclosure certain minimum information about your business?
How we Review Your Terms of Business
If you already have terms of business, but are not sure whether they are suitable, we can provide a short or full review. The short review covers what most clients consider to be the fundamentals in a contract, i.e. terms relating to price and payment and proper contract incorporation. The work typically entails:
• General discussion with you, and we can meet or do this over the telephone, to understand your business services and your current processes used for creating contracts;
• Detailed discussion on payment terms (and retention of title provisions if you sell goods);
• Inspection of your existing terms of business and other contractual documents such as estimate and quotation documents;
• Drafting any necessary amendments to the existing terms of business;
• Providing a detailed but straightforward report on the review.
The full review would cover everything in the short review, and as many of the other commercial legal issues covered by terms of business that you require. For example, a full review can include:
• Considering some or all other relevant legal terms, e.g. terms relating to limitation of liability, termination of the agreement, confidentiality, intellectual property rights and legal boilerplating;
• Attending 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;
• Reviewing competitor terms of business for an in-depth analysis of key trends and risks in your industry.
The amount of time required will vary depending on how deep the review needs to be.
For more information please contact us