When I am out and about at business start-up events for either speaking or Q&A purposes, one of the most frequent questions I am asked is "Do I need terms and conditions? What are they about?"

If you rephrased the question to "Should I have a document that I can put in place between my business and my customer that will give certainty to our transaction, comfort to my customer that we are a credible business and may serve to reduce as far as possible our liability if something goes wrong?", I think you can see that my answer is going to be a resounding "Yes". Every business wants contractual certainty and T&Cs go a long way towards bringing just that.

As business owners will know, there are a whole host of laws that govern the operation of their businesses and plenty that operate purely to govern the relationship between the business and their customer. Having a set of terms and conditions will bring all the relevant issues into one document in a way that both business and customer will understand and will help to set the expectations of both parties from the outset.

So, given having terms and conditions is important, what would they cover? Well, they will differ from sector to sector, from business to business and whether they are B2B or B2C but, those issues aside, they can deal with the following:

• Detail on how and when you will deliver what is promised, together with any specific details concerning delivery
• Specifically what rights of redress the customer has in the event of faulty or late-delivered goods or poorly delivered services
• Limiting the contractual remedies available to your customer in certain circumstances
• When the title (ownership) to any goods passes – you may want to "retain title" and impose certain obligations with regard to the handling of the goods until you have been paid in full
• You'll of course want paying for your side of the deal – use the terms and conditions to set out how the price has been agreed and when and how payment is to be made. Late payment can lead to interest being payable on that late payment – a useful incentive to encourage payment on time
• Scenarios that may entitle you to terminate your activities under the contract or to suspend deliveries
• Limiting your liability under the contract if things go wrong
• There may be circumstances totally outside your control that, if they happen, you would want to raise as being circumstances that entitle you to an extension of time for delivering under the contract, rather than allowing your customer to terminate for late delivery

And, of course, there will need to be sales route considerations – for example, if via the internet or the telephone where your customer doesn't have the opportunity of examining your goods, then distance-selling regulations will come into play. Consumers are pretty savvy at their rights when it comes to internet purchases so this is an area to get right.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which came into force on 13 June 2014, still apply to most distance and off-premises contracts. However, new legislation is on the horizon. The Digital Markets, Competition and Consumers Act 2024 (DMCCA) introduces enhanced protections, particularly for subscription contracts and unfair commercial practices. While the DMCCA builds on the 2013 Regulations, it is expected to replace certain provisions for subscription contracts from Spring 2026, and gives the Competition and Markets Authority (CMA) direct enforcement powers, including fines of up to 10% of global turnover for breaches.

The issues set out above are only intended to be indications of issues to consider. If you do want terms and conditions drawing up for your business, please do get in touch on 01484 821300 or at christaylor@eatonsmith.co.uk

Disclaimer: Nothing in this piece is legal advice and the issues covered are non-exhaustive. It is intended to provide information of general interest about current legal issues. As all circumstances are different, you should take specific legal and accountancy advice before acting in reliance on any of the information provided.