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 clauses but here’s a selection!
Clarify your why
Balance: A great example is this clause from Trebor v ADT:
Only you know the value of your premises, its property and contents. We are not and cannot be an insurer of your premises and its contents and our charges are in no way related to their value. The fire and security industry is unique having regard to the relatively low cost of the services and the high values which can be at risk. For this reason, we limit the amount of our liability and the most we will be prepared to pay for any loss will be £[ ].
It is explains the why of the clause and also more about the why of contracts. Contracts are not the buyer’s only safety-net. If the buyer relies wholly on the supplier to cover all possible losses, it would be unreasonable and unfair. The buyer has to protect itself in other ways, eg using insurance.
Mutual respect: How about this from Facebook’s T&C (2014):
We respect other people’s rights, and expect you to do the same
But I rather like this as it announces that – as it should be for all contracts – there is a element of ‘you scratch my back and I’ll scratch yours’. After all, terms and conditions, and contracts are there to show mutual obligations. Every contract is a two way street.
Your values: This extract is from Pinterest’s T&C:
“We value hearing from our users, and are always interested in learning about ways we can make Pinterest more awesome.”
I like this clause. Firstly, it isn’t designed to be legal. It just asks users to communicate with them. It talks about Pinterest’s values. Generally, contracts should set out what you will do – tasks and actions. But contracts also can set out your why. Goals, aims, values, beliefs are all part of your why.
When I reviewed Pinterest’s T&C to update my posts (November 2018) I noticed that Pinterest’s T&C now have a section underneath each clause which says ‘More simply put‘. That is awesome.
What should you do?
If you have something that’s important to your company, let other people know.