Terms and Conditions of Service

7 Minutes

If you are in the business of offering services to your clients, you need to ensure that your terms and conditions are comprehensive, for instance that your services, charges and payment terms are clearly set out, that you have covered how any intellectual property rights in your services are to be treated and how your clients personal data will be protected, as well as how can the contract be terminated and include any limitations and exclusions of liability. If your clients include consumers, you also need to be aware of consumer protection laws that can impact how you deliver your services. You also need to decide the form of the contract with your clients, for instance, online or by way of a full signed contract.

When considering your terms and conditions of service here are some areas you need to ensure are adequately covered.

1. The key commercial terms – You need to ensure that you have comprehensively explained what your services are as well as the period of time you will be offering services (for instance is this a one-off service or a monthly or other fixed term service?) and how and when you will be paid for your services (for instance will you be paid in advance or only when the services are completed or are you being retained for regular services?). If there is some form of final deliverable such as a logo or a website, what happens if the client is not happy with the final product? Will you have an approval procedure? Will you limit the number of changes you will be required to make? Your clients need to understand clearly what you will do for them and what it will cost them.

2. Intellectual property rights – You need to ensure that intellectual property rights are correctly addressed. For instance, if your services are creative, your clients will expect that once they have paid for your services, that they will own all intellectual property rights in the final deliverables such as a logo, website or app. If, however, you are offering training services for example, you will want to protect your own intellectual property rights so that you are only granting your clients a licence over any training materials you provide, and to make it clear that such licence only applies to the current training services you are giving and that they cannot just keep re-using your training materials indefinitely, they will need to pay you for that future use.

3. Data protection – You need to ensure that you build in protections for your clients around your access to any personal data they share with you as part of the services you offer.

4. Confidentiality – You need to ensure that obligations of confidentiality are covered, whether this is you protecting your clients’ confidential information, or them protecting yours, or mutual obligations of confidentiality.

5. Warranties – You need to consider what warranties are appropriate, for instance that any deliverable does not infringe any 3rd parties’ intellectual property rights (i.e., that you are delivering something original and not copied from someone else) and that you will provide your services in accordance with the standards of skill and care reasonably expected from someone in your industry.

6. Disclaimers – Are you offering, for instance, coaching services, mental health services, weight loss services or similar? If so, are you qualified to do so? If not, you should add a disclaimer, for instance, that the services are not offered as a substitute for professional mental health care or medical care.

7. Limitations and exclusions of liability – It is sensible to limit any liability to your clients if something goes wrong, perhaps limiting your liability to the amount of fees they have paid you. Also, you may wish to exclude liability for such matters as loss of profits, loss of corruption of data and other typical liabilities that are often excluded.

8. Non-solicitation of personnel – You may wish to restrict your clients from poaching your staff.

9. Consumer protections – If your clients include consumers (i.e., not business customers), you need to be aware of certain consumer protection laws such as the 14-day cooling off period that allows a consumer to change their mind and no longer use your services in certain scenarios.

Finally, you need to consider how your terms and conditions of service will be accepted by your clients. Will this be via an app or web app? Maybe you have your terms and conditions of service posted to your website but if so, you need to ensure that your clients are aware that they are ordering services from you under such terms.

Do you want to put in place a written contract with certain clients, if so, you need a fully customisable template that allows you to agree the key commercial terms each time. Perhaps you need a Master Services Agreement/Statement of Work template whereby you agree the key legal terms in a Master Services Agreement that you only negotiate and sign once with your clients and then every time you do a new job you need only to prepare a Statement of Work stating just the commercial terms.

If you are offering services, you need to ensure that your terms and conditions of service have been comprehensively drafted and have been accepted by your clients before your services are offered. This is not always a straight-forward matter, this blog is not intended to be exhaustive, and you would be advised to take professional advice in this regard.

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