Terms & Conditions

Why Are Terms and Conditions So Important?

Well-drafted terms and conditions:

• Clearly define what you’re providing and what your customer is paying for
• Limit your liability where legally permitted
• Set out payment terms and what happens if invoices aren’t paid
• Protect your intellectual property
• Establish a clear process for resolving disputes
• Ensure compliance with consumer protection legislation (for B2C businesses)
• Give you certainty so that both parties know where they stand

B2B Terms and Conditions

When you’re selling to other businesses, there is generally more ability for you to set the terms of the contract how you want them to be. However, it’s important to be aware that the Unfair Contract Terms Act 1977 (UCTA) still applies to B2B contracts. UCTA places limits on the extent to which you can exclude or restrict liability — for example, you cannot exclude liability for death or personal injury caused by negligence, and other exclusion or limitation clauses must satisfy a test of “reasonableness.” This means that even in a B2B context, certain clauses may be unenforceable if they are deemed unreasonable in the circumstances.

It’s also crucial that your terms are properly incorporated into your contracts — if they’re not brought to your customer’s attention at the right time, they may not be enforceable.

Key issues we address in B2B terms include:

• Specification of goods or services
• Pricing, invoicing and payment terms
• Delivery obligations and risk
• Limitation and exclusion of liability
• Warranties and indemnities
• Intellectual property ownership
• Confidentiality
• Termination rights
• Force majeure
• Governing law and jurisdiction

We’ll also help you navigate the “battle of the forms” — the common situation where both buyer and seller try to impose their own terms on a transaction.

B2C Terms and Conditions

When you’re selling to consumers, the legal landscape is very different. UK consumer protection law — including the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and data protection legislation — places significant obligations on businesses.

Key issues we address in B2C terms include:

• Clear descriptions of goods or services
• Pricing transparency (including taxes and delivery charges)
• Cancellation and refund rights (including the 14-day cooling-off period for distance sales)
• Delivery timeframes and what happens if delivery is late
• Complaint handling procedures
• Ensuring terms are fair and not considered “unfair contract terms”
• Data protection and privacy information
• Compliance with advertising and marketing regulations

Common Mistakes We See

• Using the same terms for B2B and B2C customers
• Copying terms from a competitor or a free online template
• Failing to update terms when the business model changes
• Not properly incorporating terms into contracts
• Including clauses that are unenforceable under consumer law
• Ignoring data protection requirements

How We Can Help

Our Commercial Team works with businesses to draft bespoke terms and conditions that reflect how your business actually operates. We take the time to understand your products, services, sales processes and customer base so that your terms work for you — not against you.

Whether you need new terms drafted from scratch, existing terms reviewed and updated, or advice on how to properly incorporate your terms into your contracts, we’re here to help.

We’re based in Derby, Leicester and Nottingham, but we advise businesses throughout the UK and beyond.

Call us: 0800 024 1976

Submit an enquiry: Complete our online enquiry form