Contracts with others
Each and every day businesses buy and sell items and enter into a contract each time they do so. These transactions can be so numerous that no-one has time to really consider what the terms and conditions of the contract might be. Do the buyers or the sellers terms and conditions apply?
We are not about to suggest that each and every transaction should be reviewed by a lawyer! However we have found that many businesses have not considered their own terms of business in any detail – often they were drafted in the early days of the business or were copied from a competitor. If that is the case then clearly there are substantial benefits to be had by discussing the way your business really operates with a lawyer to make sure the terms and conditions reflect what you actually do.
Similarly, if your business is about to make a substantial purchase it will be wise to have one of our lawyers review the contract for purchase to make sure it contains no nasty surprises.
Larken & Co is often approached by clients to help them take advantage of opportunities to sell an idea, an invention or a trademark. Usually the client will be entering into a commercial arrangement with almost a stranger.
Our experience means that we can discuss with you the likely problems that need to be discussed and advise on the best type of documentation needed to try and protect our client's interest.
Often we will start the process by using a confidentiality or secrecy agreement so that preliminary discussions can take place but the contract prohibits the use of confidential information discussed at any meeting. If an agreement is reached then we can create the documentation recording the agreement to ensure each party's rights and obligations are set out in writing.
The world of commerce has so much variety in the types of transactions to be carried out that we often find an individual ‘bespoke' legal agreement will be required.
If this is the case, we will work with our client to understand what promises are being made by each party so that we can incorporate them into the agreement. Often, our experience in dealing with commercial contracts will mean that we will have to suggest changes to the wording of certain promises (eg to suggest more detail is required or to recommend suitable alternative clauses that we know have worked in the past).
Having prepared a document we work with our client and the other parties to try and obtain an early signature to the agreement. The success of our involvement depends upon having a close working relationship with our client.
Internet Trading & Sites
The past 5 years or so has seen a proliferation in the trading of goods and services over the Internet. Because the net is 'world wide' you may be dealing with customers or suppliers based not just in the UK but throughout the world.
The Terms and Conditions of Use document is therefore an important document for any website owner. The document will serve to bind any individual who accesses the information available on your website to conform to the terms and conditions detailed in the Agreement. They will also serve to limit your liability in the event of a claim being mounted against you relating to their usage of your website.
In addition to the Terms and Conditions of Use document, you will also need to include on your website a Privacy Statement. This is to inform users of your website about the information that is collected from them when they visit the site, how that information is used, if it is disclosed and the ways in which you protect their privacy when using your website.
Every day businesses will enter contracts whether to sell their goods and services or to buy goods and services from others. Many of those transactions might be of low value such that if the other party fails to perform its obligations, the end result might be inconvenient but not disasterous.
However it is also true that many businesses rely on a number of very important contracts whether they be long term supply arrangements or important one-off contracts. Do you know whose terms and conditions will apply to the arrangement and do you have a set of terms and conditions suitable for the arrangement?
We frequently find when businesses discuss their proposed contracts with us, our experience helps identify many issues which have not been addressed. The following pages will help you identify who to contact for terms and conditions, internet trading and for 'one-off' commercial contracts.