Simplify the Law

Fixing contractual terms

How do I know what terms to use?

The appropriate terms and conditions for your business depend on a number of factors, such as whether the other party is a business or a consumer; whether your business sells goods or provides services; or whether the deal is a one-off or a continuing arrangement. See more in our guidance about when to use a supply contract and standard terms and conditions.

If your business has dealings with many other people, you will often be covering much the same ground in each case so you can develop your own standard T&Cs to fit your business. Use our drafting tool to create standard T&Cs or a supply contract.

Some of the things you may need to consider, either as part of the standard T&Cs or as part of the main contract, are:

  • Price (VAT, postage & packing costs)
  • Payment terms (including interest for late payment)
  • Warranties from the seller
  • Standard of workmanship
  • Your responsibility for subcontractors
  • Liability
  • Intellectual property rights
  • Duration and termination
  • Rights of parties outside the contract
  • Dispute resolution
  • Variation of the terms

Whose standard terms take precedence?

If you are dealing with another business, you may both have your own T&Cs. Generally the last set of T&Cs referred to in negotiation will apply. So attach your own standard T&Cs in all correspondence and refer to them specifically, unless you accept the other party’s T&Cs.

Make sure that you can deliver your side of the bargain. If you are using the other party’s T&Cs, make sure that you can meet the obligations they impose. If you think there may be a need to change the terms of the contract later, make sure that the T&Cs allow for variation.

Read our guidance for the key questions you should ask yourself to make your contract right for your business.

Keep it simple…

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