Too often, when negotiating contracts or revising T&C for a client, no-one really knows why a clause is there or what it is meant to do (like the architect with his net contribution clause), or what values their contract is trying to portray. I rarely come across these sort of
Some companies think hard about making their websites, guides, and blogs user-friendly and easy to read. But they rarely follow this tone of voice into their contracts. Think about it: until your prospective customer has agreed to your contract, they are still a prospect. That means you are still woo-ing
You can use your contract to describe what you want to happen if something happens which is outside the original contract: you can include delay damages if the provider is late you can include a mechanism to change the scope if the client changes her mind you can include a
When writing your contract, you should create clauses which are certain. It is one of the five essential elements for a binding contract (see What You Need). The courts will not enforce a clause or term if they cannot be sure what it means. Limiting Your Liability In Trebor v
The final element in my STAR analysis is Risk. Risk v Reward When reviewing your contract, you need to strike a balance between risk and reward (harm v benefits). Risk is inextricably linked to price and cost. If your deal seems too good to be true, it often is! In
In deciding whether a clause is unfair, a tribunal will consider whether your contract partner had a choice to accept or avoid a particular term. Many years ago, a highly influential judge, Lord Denning, said: None of you nowadays will remember the trouble we had – when I was called
In researching terms and conditions, I came across a Report from the Office of Fair Trading (2011) on Consumer Contracts. The Report recommends that consumer contracts are written to be open, welcoming and fair. The same applies to B2B contracts. Be open The Report defines open contracts as ones where:
Warranty has a number of different usages in contracts and in normal talk: In this post, we consider the last of these usages. Warrants, acknowledges and undertakes In a collateral warranty relating to the construction of a leisure centre, clause 1 stated: ‘The Contractor warrants, acknowledges and undertakes that… it
Many disclaimers (found in terms & conditions and small print) contain far too many words and are jam-packed with technical legal terms. This one is typical but comes from the GOV.UK website. These are well-written and surprisingly readable T&C. Guarantees, conditions or warranties The disclaimer starts by stating that the site
Whether you are a lawyer, business owner or consultant, there are three temptations when writing a contract. They are: Temptation 1: using jargon and/or legalese Temptation 2: stealing with pride Temptation 3: writing a new deal Let’s start with temptation 1, typified by using jargon or phrases which you don’t