Did you or someone in your team ask another company for a copy of their terms so you could copy it/ be inspired by it/ steal ideas with pride? I know quite a few companies whose terms were ‘borrowed’ from a previous business, supplier, competitor, or employer.
Bad for business
The problem with contracts that were copied are that they are like a bag of pick and mix sweets… with everything but the weirdest items (in my case liquorice) included, yet missing some of the key ingredients. The equivalent of a cut and shut car… like the infamous pizza/ferry company during the Brexit fiasco.
Copied contracts don’t sell your business and what’s unique about you. Your contract should be part of your marketing, selling your skills & expertise, explaining your values, and describing what it’s like to do business with you.
They may also contain clauses which come from another legal jurisdiction or which make no sense in your sector. These damage your reputation and will lead to negative consequences if you ever end up trying to defend them in court.
Breach of copyright
But copying someone else’s contract is not just bad for your business, it’s bad legally. Someone owns the copyright in that document – even legal documents acquire rights to prevent others from copying or sharing it without the author’s permission. Copying that contract puts you in breach of copyright, and the owner can take action and send you a ‘cease and desist’ letter.
The problem is that copyright or other ‘intellectual property’ rights are intangible and we find it much easier to consider ownership of tangible items. For example, I own my home, including its porch. The architect who did the designs for our porch owns copyright in those drawings and licensed my builder to use the drawings for constructing the porch. If my neighbour takes a photo of my porch, John owns copyright in that photo but has no rights over the porch or the drawings. If Carole takes a photo of the drawings, she is in breach of the architect’s copyright, as that is copying.
What should you do?
Before you send your terms to a prospective client, check that they are your own words and that they do justice to what’s unique about your business.
Don’t copy and paste!
