Terms and conditions (T&Cs) are an essential agreement which form the legal basis upon which businesses trade with each other and their customers. Although it is not a legal requirement for every business to have T&Cs, having a set to rely on in the event of a dispute will place your business in a stronger position.

Why should you have terms and conditions?

The key advantages to having your own set of T&Cs are that they provide:

• Clarity: Thoroughly drafted T&Cs can clearly set out the key terms which govern the parties to the contract and ensure both parties understand their duties, roles, rights, and responsibilities.

• Certainty: A written set of T&Cs can provide certainty which make them much easier to enforce. If you have a clear and robust set of T&Cs, there will be less scope for ambiguity meaning that it will be easier to establish when there has been a breach of the T&Cs.

• Confidence: Having a clear set of T&Cs means businesses can maintain a consistent approach whilst also delivering good customer service which can lead to confidence in their business. Having an agreed set of terms avoids confusion and helps manage client expectations about the goods/services businesses have agreed to provide.

Why should terms and conditions regularly be refreshed?

It goes without saying that your T&Cs should be bespoke and tailored to your business, addressing the specific risks that may arise. However, once your T&Cs have been drafted, it is crucial that these are monitored on a regular basis to ensure that they encompass any changes to the law or your own business practices. A fail to regularly monitor T&Cs can lead to negative exposure, both legally and financially, due working with outdated terms. 

What are the key terms?

No two businesses are the same and therefore it is important that your T&Cs reflect this.  The following are just some of the key terms that we would expect to be addressed in your T&Cs, however they should always be tailored to the specifics of your business:

• Price and Payment terms: Does your customer know when payment should be made to you and the consequences of late payment? Do your terms include provisions for reviewing, varying and/or increasing your prices?

• Customer responsibilities: Of course, as the service provider, most obligations fall on you, however, consider whether you rely on the customer for any information or co-operation or if they have any additional responsibilities linked to the transaction.

• Delivery: Your terms and conditions should include clearly stated terms relating to delivery and/or performance including the place and time of delivery. Do you offer your customers a fixed delivery date or do you give yourself some flexibility?

• Liability: This is one of the most crucial pieces of protection you can include in your terms conditions. A liability cap can reduce your risk by limiting your financial exposure whilst also excluding certain heads of loss and damage. Without such a clause, should you find yourself in a position where you are liable to a customer, for example, for damages due to a breach of contract, without this clause your liability will be unlimited and will be irrespective of any liability insurance you may hold.

• Guaranties or warranties: Do your products and/or services come with any applicable guarantees or warranties or limits thereof.

• Termination provisions: Consider what events should trigger termination (for example, a material breach by the other party) and the consequences of early termination by them.

How can we help?

As we say above, terms and conditions can be vital to the protection of your business. Berry Smith consistently draft, advise and review T&Cs for our clients, whether it be in relation to the first set of T&Cs our client is putting in place or to update and refresh existing T&Cs.

If you have any queries or need any assistance relating to T&Cs, please do not hesitate to contact us at commercial@berrysmith.com or on 029 2034 5511.