Contract VS Terms and Conditions of Business

[digital way]

We have a set of terms and conditions of business which includes a description and costs of services to be delivered. We email this to client and ask them to email it back saying we accept the attached terms and conditions of business.

Is that enough?

What's the difference between a Contract and acceptance of terms and conditions of business? Is it just terminology?

 

[Andrew46]

We have a set of terms and conditions of business which includes a description and costs of services to be delivered. We email this to client and ask them to email it back saying we accept the attached terms and conditions of business.
Is that enough?

Yes should be; sometimes though the situation gets confused, e.g. if there is a 'battle of forms' where there is no clear agreement on whose terms apply.

What's the difference between a Contract and acceptance of terms and conditions of business? Is it just terminology?

No difference legally; if there is an offer to contract which is accepted unconditionally, a contract is formed.
I think the word 'contract' is sometimes used in a wider sense to mean an agreement specifically written to cover a particular relationship.

 

[digital way]

That's re-assuring to know seeing as I've been using this system since god knows when. I've just sent a terms and conditions to a solicitor who wants a website. I'm expecting her to return it after 4 weeks with radical changes...

 

[eventdomain]

Terms and Conditions are the 'rules' and outlines specifics of what a supplier provides and what the buyer gets. It is more than enough for a T&C to be used in a legal case.

But what seals and quashes arguments - is the completion of an online form. Trading Standards agree that written contracts aren't necessary in many cases, and that the completion of online forms are legally binding.

(advise you check with your local TS and they'll confirm in writing via email)

You should note that there is no general requirement for contracts to be in writing or for the parties to actually sign a contract. (Source: BusinessLink.gov website.)

Its a good idea to place your T&C at the bottom of your sign-up forms, this way it cannot be overlooked during sign-up. Also add to your homepage too - just to cover yourself.

Very handy as you can print off a hard copy for evidence later on (if needed).

In a dispute, you can then prove they agreed to the terms, and that it was in 2 places on the website....

 

[andygambles]

That's re-assuring to know seeing as I've been using this system since god knows when. I've just sent a terms and conditions to a solicitor who wants a website. I'm expecting her to return it after 4 weeks with radical changes...

Solicitors are awesome when it comes to over analysing contracts, terms and risk.

I know it is their job but I have often come across situations where the risk to the business is so small the cost of generating the 250 page contract suggested by the solicitor is just not worth it.

But to counter that I have come across situations where individuals have lost tens of thousands because of badly worded contracts.

 

[carl24bpool]

In my line of work I have our company terms and conditions attached to teh bottom of all our quotaitons.

The problem is that when a client sends over an order for the contract they will include somewhere in there that theur terms and conditions override any others and by accpeting their order you agree to their terms.

I get this a lot in construction and it basically means that they will pay according to their terms and not yours and there are probably all osrts of clauses in there to make it very favourable for them.

On smaller orders I just leave it as there is little risk.

On large orders I often go through the contract / terms with a fine tooth comb and highlight to the client what I don;t agree with and what must be amended or removed prior to agreeeing the order.

A lot of clients may refuse to do so and thats where you need to make a decision as to whether the risk is worth it. In the surrent climate you need ot be especially vigilant as main contractors and big players will have no morals and look for any way possible to pay late or, even better, not at all.

Thats from my experience anyway.

 

[digital way]

There should be some way of saying your terms and conditions apply - no backs

 

[Geoff T]

The problem is that when a client sends over an order for the contract they will include somewhere in there that theur terms and conditions override any others and by accpeting their order you agree to their terms.

I get this a lot in construction and it basically means that they will pay according to their terms and not yours and there are probably all osrts of clauses in there to make it very favourable for them...

There should be some way of saying your terms and conditions apply - no backs

The short answer is - there is! Any order coming back trying the Battle of the Forms trick - refuse to accept the order... you have the right, as they've legally changed the nature of the contract, so it counts as a "counter-offer"... rather than "acceptance"

Whether you can do without the business is another matter...

Or - as an alternative - you could re-price the job on their terms to allow for their terms... again the order might be at risk...

Neither option is easy or nice - but will be a lot nicer for your business to come out even or up, than do a job at a loss!

 

[standardtermsdirect]

Hi - just to elaborate on the distinction between standard terms and conditions and a contract -
A contract…is an agreement between you to sell and your customer to buy your goods/ services on certain terms. There are legal requirements that need to be in place for a contract to exist, but we won't bore you with that detail here. The fact is that you will have a contract with every customer you sell goods or services to, whether or not there is anything in writing. There are some exceptions but many contracts for goods and services do not always have to be in writing and indeed many contracts out there are still enforceable in a court of law even though they are not in writing (for example some contracts can be purely oral (although the difficulty in any dispute can be showing evidence of the contract).
Standard terms and conditions of sale… having a set of standard terms and conditions is an attempt to put the legal agreement between you and your customer in relation to the sale of your goods and services in one document to show that it forms the contract.
Standard terms and conditions of sale are a way of putting all of the terms relating to the sale of your goods/services into one formal written document. The usual terms range from commercial matters such as price, payment and delivery to more legal matters ranging from your liability to intellectual property to a statement that the standard terms and conditions of sale form the entire agreement between you and your customer in relation to the sale of your goods/services. They are usually referred to as "standard" terms and conditions as they will reflect your standard trading position, i.e. the terms that apply across the board to all of your sales. (Many businesses find the process of thinking this through at the outset adds value and clarity to their business processes, which in the long run saves them time and money).
Using standard terms and conditions of sale has become a recognised way of contracting for several reasons:-
• they avoid the time and expense of drawing up specific terms for each individual transaction;
• they enable you to introduce terms favourable to your business in a format that does not encourage heavy negotiation by the other side;
• they provide certainty that you will be trading on broadly consistent terms that comply your business' policies and procedures, which in turn creates efficiencies;
• they allow for standardisation of a business' contracting procedures and for contracts to be handled and concluded by more junior staff; and
• they are now a recognised and understood part of daily business life for many customers.
There are however a couple of key things to remember if using standard terms and conditions of sale, as opposed to an all singing, all dancing formally signed written agreement,
• there are risks associated with using standard terms and conditions of sale to form the contract between you and your customer they need to be administrated properly; and
• it is sensible to have simple contracting policy in place which will set out what point it might be appropriate to use a more detailed written contract instead of standard terms and conditions of sale (e.g. if you are providing to an unusually large order; or if the risks being taken are out-side of the norm to which you are usually happy for your standard terms and conditions of sale to apply to, or take the risk of them not applying!). (We are happy to elaborate on the e-mail process you use if you wish - as some-one says above - that's the good old "battle of the forms" stuff!)