Think your business doesn’t need terms and conditions? Think again.
What happens if a client refuses to pay? Or if you miss a delivery deadline and the customer sues for loss of profits? What do you do if your supplier fails to deliver or perform under the agreement and what remedies do you have?
These are the kinds of costly disputes that well-drafted terms and conditions are designed to prevent. However, all too often, they’re overlooked, misunderstood, or hastily copied from a competitor’s website.
Our corporate team shares practical advice on terms and conditions, from when they are enforceable to what they should contain and why failing to include essential terms could be a costly mistake.
What are terms and conditions?
Terms and conditions set the legal foundation for how your business interacts with clients/customers and/or suppliers/contractors of the business.
They define the rights and responsibilities of each party, outline how the relationship will function in practice, and specify what happens if things go wrong.
Depending on your sector, you might see them referred to as terms of service, terms of sale, business terms or simply T&Cs.
Are terms and conditions legally binding without a signature?
One of the most common misconceptions is that terms and conditions must be signed to be legally binding, but that’s not always true.
A contract can still be enforceable without a physical signature as long as it’s clear both parties agreed to the terms.
Courts will consider how and when the terms were presented. If your client had a fair opportunity to read them before the contract was made, for example, on a website checkout page or attached to a quotation, then the terms are likely to stand, even without a signature.
However, timing is everything. If your terms and conditions are only introduced after the contract has already been agreed, they may not be enforceable.
That’s why it’s essential to make your terms clear and accessible before any agreement is finalised.
How should T&Cs be introduced?
Whether the deal is sealed with a signature, a click, or a handshake, your terms must be clearly set out in advance.
Here are a few best practices:
- Website sales – Display terms and conditions prominently at the checkout stage, with a box to tick acceptance.
- Email quotes – Attach your terms and conditions to the quote and clearly state that proceeding implies agreement.
- Printed contracts or order forms – Include your terms and conditions on the back or refer to them explicitly in the document.
Wherever you choose to share your terms and conditions, they need to be clear, easily accessible and reviewed regularly.
What should be included in your terms and conditions?
Too many business owners view terms and conditions as something that gets left in a drawer or on a hidden webpage, when in reality, they should see them as the first line of defence.
Your terms and conditions should cover the following:
- A description of goods or services offered or delivered
- Pricing structure, including VAT, discounts, and price revision mechanisms
- Payment terms, including how, when, and consequences of late payment)
- Delivery and risk, including who is responsible, when risk passes, and insurance obligations
- Cancellation and termination clauses
- Limitation of liability, including what you’re responsible for and what you’re not
- IP ownership and licensing, including who owns what and on what terms
- Confidentiality
- Data protection and privacy commitments
- Jurisdiction and governing law
- Dispute resolution process (e.g. mediation before litigation)
If your clients are consumers rather than businesses, your terms and conditions must also comply with consumer protection laws, such as the Consumer Rights Act 2015.
We recommend getting in touch with our corporate solicitors to ensure your terms and conditions are fit for purpose.
The risks of not having terms and conditions
Without written terms, the courts will imply standard or “reasonable” terms, which may not favour your business.
You could be:
- Held to unrealistic delivery times
- Unable to claim interest on late payments
- Exposed to unlimited liability for consequential losses
- Forced to surrender IP you intended to retain
These default positions rarely align with how most businesses actually operate and can leave you exposed in ways you didn’t anticipate.
Do I need a solicitor to draft my terms and conditions?
While it’s not a legal requirement to use a solicitor to draft terms and conditions for your business, it can be beneficial.
Terms and conditions only provide you with greater protection if they’re accurate, legally enforceable, and reflect how your business operates.
Copying someone else’s or downloading a free template might seem like a tempting shortcut, but it often leads to confusion or risk later on as more often than not it is not fit for purpose.
We often see businesses using terms that are either outdated, don’t align with UK law, and sometimes even contradict their own processes.
That can lead to disputes, missed payments, or even fines for non-compliance with consumer protection rules.
Whether you’re starting out or re-evaluating your contracts, our corporate legal team can help ensure your terms offer protection, clarity, and commercial confidence.
Need help drafting or reviewing your terms and conditions? Get in touch with Palmers Solicitors today!