Terms &
Conditions
What are Terms & Conditions?
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Basis on which contract is made
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Can be written or verbal
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B2B / B2C
Pros
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One size does not fit all
Need to be bespoke
Need to be well drafted
Enable you to run your business better
Why have them in writing?
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Uncertainty in verbal agreements
Cover key issues
Avoid ambiguity
Improve business practices
Protect you
Minimise disputes
Identify what your business does
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Services
Goods
Both
Describe your product/services:
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Pictures
Samples
Narrative
Drawings
Delivery
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By when
To where/whom
International/domestic
Time of the essence
Quality/Warranties
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Express - Implied
UCTA
What is expected?
What do you think you are responsible for?
Insurance
Risk & Title
 Separate ownership – separate responsibility
 Retention of Title
Charges
 How much – by when?
 Remedies if not paid?
IPR/Confidentiality
 Who owns what?
 Who can reuse what?
 Limits on confidence
Limitations on Liability
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Not just financial caps
Exclude consequential loss
What can’t you do?
What won’t you do?
Whose performance do you depend on?
Limitations on products/services generally
Effective Incorporation
 Change – battle of performance
 Invoice too late
Summary
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Key is well drafted
Bespoke
Manage risk
Your protection
You know your business
Thank You