When you’ve just set up your business, you don’t often have the money to spend on the ‘luxury’ of a lawyer to write your contract for you.
However, what you really shouldn’t do is blindly copy terms off friends, clients, suppliers, the internet or from the back of a holiday brochure. If you do, you might end up with terms you simply don’t understand or that don’t apply to your business. This is the second temptation when writing a contract. (Temptation 1 is using jargon and temptation 3 is writing a new deal)
I was helping my friend Verity by reading the terms and conditions for her venue-finding business. She’d included this clause:
We do not accept liability for any damage or expense where the performance of our obligations is prevented or affected by reason of force majeure.
The concept of force majeure (superior force) has no English law equivalent. Luckily, she had defined the sort of events she was thinking of:
any event which we or the venue supplier could not foresee or avoid including strikes, industrial disputes, war or threat of war, riots, terrorist activity, fire, adverse weather, closure of airports or ports, technical problems with transport and all other similar events.
What should you do?
Unless you know what a term means, leave it out!
Explain what you mean and you will nearly always be better off than copying clauses.
Remember, those terms may be badly drafted, legally wrong, incompatible with your company’s values or for another jurisdiction (like the US).