Robust commercial contracts are essential for all businesses. Contracts can take many forms – formal signed agreements, terms and conditions, letters or emails. Contracts can even be verbal or made as a course of dealing between businesses over an extended period. Regardless of the size of your business, or the type of contracts you have, your commercial arrangements are fundamental to the success of your business.
Ensuring that your business arrangements are reflected in your contractual structure, understanding your exposure to risks and liabilities and minimising them to the extent possible are key drivers of success. Linked to this is using your commercial terms to protect your business’ brand and reputation.
No matter what sector your business is in, the commercial arrangements need to be fit for purpose. That is why there is no “one size fits all” when it comes to contracting and it’s important to seek legal advice at an early stage to help you identify key priorities and risks to give your business the best chance of success.
We can help with a wide range of commercial contracts, including:
- agency
- collaboration
- distribution
- franchise
- IT
- manufacturing and supply
- marketing
- purchasing and selling
- outsourcing
- licencing
- services
- technology
- terms and conditions
Contracts are not static. Laws change and your contracts should change with them. Significant changes which have impacted how contracts are drafted and continue to evolve include:
Not only does the law change, but as a business evolves, the terms on which it contracts with its suppliers and/or customers must also evolve to meet changes to priorities and ways of working.
Please contact our experienced commercial lawyers to discuss the legal and commercial protections you should include in your commercial contracts.
Agency and Distribution agreements
If your business relies on a supply chain, agency or distribution agreements are essential documents to ensure that it operates efficiently. It is vital that such agreements are reviewed and adapted as your business grows to ensure they protect your interests and are fit for purpose.
Our corporate & commercial team is dedicated to understanding your business objectives and will help you tailor these agreements to your specific needs.
Outsourcing agreements
The flexible and fast-changing nature of modern business relationships often requires the need to outsource various services and capabilities.
Our teams have expertise in intellectual property, data protection and employment law to support the development of your outsourcing agreements and contracting arrangements.
Partnership and LLP agreements
Partnership agreements are important in establishing how a business venture undertaken by multiple parties is owned and structured. They can also set out how the risks and rewards of the business are shared and contingencies and mechanisms if a partner decides leave or a dispute arises. Without a tailored partnership agreement expressly stating the parties’ intentions, partners may find themselves subject to what is provided in statute which may not be appropriate.
We can help put together or adapt such agreements, taking into account your specific needs, arrangements or change in circumstances.
Shareholders’ and Joint Venture Agreements
These agreements play a critical role in setting out the rights and responsibilities of the parties that hold shares in a limited company. Unlike a company’s articles of association, which are publicly available for all to see on Companies House, these agreements are private between the parties to them. They can be an essential part of succession planning in the interests of the business itself as well as the parties behind the relevant company.
We can work with you to put your shareholders’ agreement or joint venture agreement in place or to advise you on the terms where you are investing in a company and you are required to sign up to one as part of that process.
Safeguarding against claims by consumers
Any company involved in business to consumer transactions will recognise the different legal and commercial environments in which regulation takes place. The importance of reputation, ever more at risk of attack from the enhanced publication opportunities the internet offers to unhappy customers. At the same time, the strict consumer protection regime and the oversight provided by Trading Standards and the Competition and Markets Authority (CMA), means that this can be a challenging environment where keeping ahead of the regulatory game is vital.
We can advise on your obligations to consumers which underpin your ability to protect your customer relationships. This includes guidance on how to treat customers fairly, how to protect your business from damaging consumer claims and possible enforcement action by the regulatory bodies.
Our teams can advise your business on your obligations for traditional and e-commerce trading, under the Distance Selling Regulations, Consumer Protection Act, Data Protection Regulations, Sale of Goods legislation, and Unfair Terms in Consumer Contract Regulations, amongst others.
Contracts that companies have with consumers are heavily regulated. This includes rules on what can and cannot be included in contracts and the rights and remedies that consumers can rely on.
A binding term is often set out in Terms and Conditions of Business, but it can be any written term contained in a catalogue, brochure or on a website or email, or communicated verbally, either by phone or face-to-face.
Unfair terms are not binding on consumers. Consumers can challenge unfair terms in Court and the CMA and Trading Standards can also bring cases to stop their use. Broadly, a term is unfair if it causes a significant imbalance in the parties’ rights and obligations under the contract, to the detriment of the consumer.
In addition, the wording must be transparent and prominent, which means that language must be readable, clear and jargon-free. Terms must be brought to the consumers’ attention in a practical and effective way before the contract is entered into, so that they can see and understand all terms that could be to their disadvantage. Terms that are not transparent or prominent will be given the meaning that is most favourable to the consumer.
We can help you to ensure that your terms and conditions are compliant with the relevant regulations.
