Terms & Conditions Solicitors — Bespoke B2B and B2C Contracts, NDAs, and Supply Agreements

Online templates are generic — they are not drafted for your specific business, your customer base, or your liability profile. A limitation of liability clause that is appropriate for a software company may be useless for a construction company. A consumer-facing cooling-off right that is correct for a retail sale may be wrong for a service contract. More importantly, many online templates are based on older law or US law — the CRA 2015 and UK GDPR compliance requirements are not correctly reflected in most generic templates. A solicitor drafts terms that are legally sound, enforceable, and tailored to your specific business — at a one-time cost that is recovered many times over in disputes avoided.

This is the "battle of the forms" problem — where each party tries to contract on its own standard terms. The general rule under English law is that the last set of terms submitted before the contract is concluded governs — the "last shot" rule (Butler Machine Tool Co v Ex-Cell-O Corporation [1979]). In practice, this means whichever party sends their terms last (and the other party performs without objection) may have their terms prevail. A solicitor drafts your terms to include a "prevailing terms" clause asserting that your terms take precedence, and advises on the practical steps to ensure your terms govern each transaction — particularly for online and electronic contracting.

Yes — a clause excluding or limiting liability for indirect or consequential loss (for example, loss of profit, loss of revenue, loss of data) is permissible in B2B contracts, subject to the UCTA 1977 reasonableness test. A clause is more likely to be found reasonable where: it was negotiated between parties of comparable bargaining power; the party relying on it is insured against the excluded risk; the other party was aware of the clause and had a genuine opportunity to contract without it. Exclusions of liability for death or personal injury caused by negligence are void outright (UCTA 1977 s.2(1)). A solicitor drafts the limitation clause to maximise its enforceability.

A retention of title (ROT) clause provides that title to goods supplied does not pass to the buyer until the seller is paid in full for those goods (a simple ROT) — or until all outstanding amounts owed by the buyer to the seller are paid (an all-monies ROT). Where the buyer becomes insolvent without having paid, the seller can reclaim goods to which it still has title — rather than proving as an unsecured creditor. However, ROT clauses only work where: (i) they are incorporated into the contract before or at the point of supply (not afterwards); (ii) the goods are still identifiable (not mixed with other goods); and (iii) the clause is correctly registered where required. A solicitor drafts ROT clauses correctly and advises on their practical enforcement.

Yes — any business that processes personal data of UK residents must comply with the UK GDPR (retained EU law, incorporated into UK law by the European Union (Withdrawal) Act 2018) and the Data Protection Act 2018. This requires: a privacy notice for individuals whose data is processed (customers, employees, website visitors); a data processing agreement with any third party that processes personal data on the business's behalf (for example, a cloud storage provider, a payroll processor, or an email marketing platform); and appropriate technical and organisational security measures. A solicitor drafts the full suite of UK GDPR documentation — privacy policy, DPA, cookie policy, and internal data protection policies.