1. Terms & Conditions

3. What are Terms & Conditions?  Basis on which contract is made  Can be written or verbal  B2B / B2C

4. Pros  One size does not fit all  Need to be bespoke  Need to be well drafted  Enable you to run your business better

5. Why have them in writing?  Uncertainty in verbal agreements  Cover key issues  Avoid ambiguity  Improve business practices  Protect you  Minimise disputes

6.  Services  Goods  Both  Describe your product/services:  Pictures  Samples  Narrative  Drawings Identify what your business does

7.  By when  To where/whom  International/domestic  Time of the essence Delivery

8. Quality/Warranties  Express - Implied  UCTA  What is expected?  What do you think you are responsible for?  Insurance

9. Risk & Title  Separate ownership – separate responsibility  Retention of Title

10. Charges  How much – by when?  Remedies if not paid?

11. IPR/Confidentiality  Who owns what?  Who can reuse what?  Limits on confidence

12. Limitations on Liability  Not just financial caps  Exclude consequential loss  What can’t you do?  What won’t you do?  Whose performance do you depend on?  Limitations on products/services generally

13. Effective Incorporation  Change – battle of performance  Invoice too late

14. Summary  Key is well drafted  Bespoke  Manage risk  Your protection  You know your business

15. Thank You