Terms & Conditions Solicitors
Your terms and conditions are the contract between your business and every customer or supplier you deal with. A template downloaded from the internet is not drafted for your business — and may not protect you when it matters.
Terms and conditions (and their B2B equivalent, standard terms of trading) govern the commercial relationship between a business and its customers or suppliers — setting out payment terms, delivery obligations, limitation of liability, intellectual property ownership, confidentiality obligations, and dispute resolution. A solicitor will draft bespoke terms that reflect your specific business model, are enforceable against the parties you deal with, and comply with the Unfair Contract Terms Act 1977 (B2B) and the Consumer Rights Act 2015 (B2C) — ensuring the terms protect rather than expose the business.
Terms & Conditions — What They Cover
Terms and conditions — the key provisions and why each one matters for your business.
Every clause in a well-drafted set of terms serves a purpose — protecting the business's cash flow, limiting liability, retaining IP, or providing a clear mechanism for resolving disputes. A solicitor will identify which provisions are most important for your business model and draft them to be effective and enforceable.
Payment terms — protecting cash flow
Payment terms define when payment is due, how it is calculated, what happens if it is not paid on time, and whether the supplier can suspend or terminate the contract for non-payment. A well-drafted payment clause includes: a clear payment due date; a right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (or a higher contractual rate); a right to suspend performance for non-payment; and a right to terminate and claim the full contract value on prolonged default. A solicitor will draft payment terms that give the business the maximum protection against late and non-payment — and that are enforceable in the specific commercial context.
Limitation of liability — capping the business's exposure
A limitation of liability clause caps the amount the business can be required to pay in the event of a breach of contract or negligence claim. Without a limitation clause, the business is potentially exposed to the full consequential loss suffered by the customer — which can vastly exceed the value of the contract. Limitation clauses must be drafted carefully: they must be brought to the other party's attention (incorporated in the contract), be reasonable (in B2B contracts under the Unfair Contract Terms Act), and must not attempt to exclude liability for death or personal injury caused by negligence (which is always void). A solicitor will draft a limitation clause that is enforceable and provides the maximum achievable protection.
Exclusions of consequential loss
Consequential loss — loss of profit, loss of business, loss of revenue, loss of data — can dwarf the direct loss caused by a breach of contract. A well-drafted exclusion clause excludes liability for all specified categories of consequential and indirect loss — ensuring that even where the business is in breach, it cannot be held liable for financial consequences that were not within the contemplation of the parties at the time of contracting. In B2B contracts, exclusion of consequential loss is generally enforceable if it passes the reasonableness test. In B2C contracts, the Consumer Rights Act sets limits on what can be excluded. A solicitor will draft the exclusion in a form that is enforceable in the specific context.
Intellectual property ownership in contract deliverables
Where a business creates deliverables for its customers — software, designs, written content, marketing materials — the intellectual property in those deliverables belongs to the creator by default, not the customer, unless it is assigned by a written agreement. A solicitor will draft IP provisions that either: grant the customer a licence to use the deliverables (retaining ownership in the business); or assign the IP to the customer on payment in full — with the business retaining a licence for use in its portfolio and for developing future products. The appropriate approach depends on the nature of the deliverable and the commercial relationship.
Termination rights — when and how the contract can be ended
A termination clause defines the circumstances in which either party can end the contract — for breach, for insolvency, for convenience, or on notice. Where a customer terminates for convenience (without a breach by the supplier), the supplier should be entitled to payment for work done and loss of profit on the remaining contract. Where the supplier terminates for the customer's breach, it should be able to recover all outstanding sums plus damages. A solicitor will draft termination provisions that are clear, fair, and commercially appropriate — ensuring the business knows exactly when it can terminate and what it can recover when it does.
Website T&Cs, privacy policies, and GDPR compliance
Website terms and conditions, privacy policies, and cookie policies are required by law for most commercial websites. A privacy policy must comply with the UK GDPR and the Data Protection Act 2018 — setting out what personal data is collected, on what legal basis, for what purpose, and with whom it is shared. A cookie policy must comply with the Privacy and Electronic Communications Regulations. A solicitor will draft compliant website documentation — including website terms of use, a privacy policy, a cookie policy, and any specific terms applicable to products or services sold online — ensuring compliance with UK GDPR, the Consumer Contracts Regulations, and the Consumer Rights Act.