Getting the most out of your Terms and Conditions: Essential terms

By Peter Kouwenberg

Partner – Head of Commercial

01 February 2019

Article Insights

It is vital that your terms and conditions protect your business on a wide range of issues, but the following points are particularly worthy of consideration.

Limitation of Liability: T&Cs for Businesses that Provide a Service

Your T&Cs should seek to cap the maximum amount of damages payable to your customer in the event that something goes wrong.

• How can you ensure that your limitation of liability clause is reasonable and will not be set aside by a Court?
• Are there any areas which can’t be covered by a limitation of liability provision and, if so, what can you do to protect your business in those areas?

Retention of Title – T&Cs for Suppliers

If you supply goods rather than provide services, your T&Cs may seek to provide protection in the event that your customer enters into insolvency without having paid for the goods.

• Can you gain priority over other creditors in relation to unpaid invoices?
• Can you simply enter the customer’s premises and reclaim any goods which have not been paid for?

Warranties and indemnities T&Cs

You should take particular care in offering a customer any warranties or indemnities and should consider whether the customer should also be required to provide these.

• What are the key differences between a warranty and indemnity?
• What key areas would typically be covered by warranties and/ or indemnities?

Entire Agreement

Often, the parties to a contract will intend that the document alone reflects their agreement in its entirety and that no other evidence should be considered in its interpretation (the so-called “Four Corners rule”).

• How can you ensure that pre-contract discussions and negotiations are excluded from the contract?
• When will the Courts impose additional terms into a contract which the parties themselves have not included?

Finding the Answers

For clear and commercial answers to these questions and on how to use terms and conditions, you contact Peter Kouwenberg in Taylor Walton’s Commercial Team on 01582 390411 or by email at  Peter.Kouwenberg@taylorwalton.co.uk.

Disclaimer: General Information Provided Only
Please note that the contents of this article are intended solely for general information purposes and should not be considered as legal advice. We cannot be held responsible for any loss resulting from actions or inactions taken based on this article.