Top Notch Legal
TopNotch Legal provides value for money legal services to business.

Archived News


Copying Contracts

Copying someone else's contracts, terms and conditions, privacy policies and so on is so easy with the help of the internet. But the time you save in doing that could cost you more than it's worth.

Business owners are always looking for time-saving measures to help their business run efficiently, especially at the end of the year. It's tempting to go to the internet and find just what you need. Take the area of terms and conditions (T&Cs). These can be tedious to write out so how much simpler to copy someone else's! You download them - problem solved.

Not necessarily. Besides the fact that you have used another business's T&Cs without acknowledgement (a breach of copyright law), you may have copied ones from another country with laws that will not be upheld here. You may have copied some from another industry where the T&Cs aren't applicable. You may have copied some from an old website; the wording in these T&Cs may now be interpreted differently from the time when they were written.

Say, you provide software to customers who supply goods to the retail industry. Your customers suffer severe penalties if they don't supply their major retailers with the services or goods on time. Therefore, you make sure that the T&Cs you've copied include a clause whereby you aren't liable for any loss, including 'consequential' loss.

A problem in the software has arisen and left one of your customers in a position where they are unable to operate a whole division for a week. You have not been able to fix it and the customer has said they're going to sue you. You're not too worried because your contract says you won't be liable for any loss.

However, does 'loss' include the salary payments for contractors who couldn't work whilst the software was inoperable? Does it include the penalties your customer must now pay to the major retailer or the loss of your customer's reputation? If it doesn't, then you will be liable for these items.

If the court decides it cannot provide a definition of either 'loss' or 'consequential loss' for these circumstances, it could rule against the party that prepared the contract, or the party that seeks to rely on the ambiguity of the contract wording - in other words, you!

Once upon a time if a contract said that a party wasn't to be liable for 'consequential' loss, it was considered to be items of loss that weren't direct and the courts made an attempt to interpret what that meant. However, today the courts have declared that there is no magic in the term 'consequential loss' or 'indirect loss' and you must define it.

If, after reading this article, you have concerns that your contracts terms may not give you the protection you seek, then, call us at TopNotch Legal - We take care of business!

Need help with your business & legal requirements?