Top 5 – Why I love drafting Terms and Conditions (yes really!)

All suppliers need a contract which sets out the terms on which they are willing to provide their products or services. Sometimes this will involve a heavily negotiated one-off contract. But, more often than not, suppliers rely on their standard terms of business (otherwise known as ToBs or T&Cs) to deal with all things legal.

Supplier T&Cs are often only a few pages long and are considered to be such a ‘bog standard’ document that their importance is frequently overlooked. Some commercial lawyers even feel that drafting T&Cs is beneath them. But here are 5 reasons why I disagree…

1. Springboard to in-depth client understanding

Working with a client on their T&Cs provides me with a fantastic opportunity to develop a detailed knowledge of the client’s business. This knowledge enables me to provide tailored advice in the future, as the client’s business grows and develops.

2. Helping clients save time

I love creating a key commercial contract which will save clients time in the future. One of the best ways to do this is to adopt a balanced approach – suppliers need a document which protects against commercial risks but which isn’t so one-sided that it leads to hours of negotiation with future customers.

3. Variety

No two businesses are ever the same which also means that no two discussions about T&Cs are ever the same. Every business has its own distinct set of outcomes it wants to achieve, as well as its own set of risks it wants to protect against.

4. Helping clients on all stages of their journey

Many businesses assume that they only need to think about their T&Cs at the outset, but in actual fact it is often the more established businesses that recognise the greatest value in my T&Cs advice. The stark reality is that most start-ups don’t feel they can afford to pay for tailored T&Cs, when they could just pull something off the internet. And often those internet T&Cs are enough to get them up and running. But a few years down the line many businesses start to find that their T&Cs are causing them grief because the generic clauses just don’t work for their particular service or product. Common examples include scope creep caused by ambiguous specifications and being locked into unprofitable contracts.

5. Problem solving

I love helping clients realise that many supposedly ‘inevitable’ challenges are in fact entirely avoidable as long as they are identified upfront. Common examples include tailored customer obligations (recognising that suppliers frequently can’t perform properly without customer input and cooperation) and meaningful termination rights (spoiler alert – material breach is rarely the answer).