Having a comprehensive and well-crafted set of terms and conditions is vital for any business. It allows you to clearly define the products or services you offer, the terms of sale, and the actions to be taken in case of any issues.
However, it is not enough to simply have terms and conditions in place. It is equally crucial to regularly review and ensure that they remain relevant and protective of your business interests.
Regardless of whether your business is a startup or an established enterprise, your terms and conditions serve as the foundation of a legally binding contract between you and your customers. They aim to minimise the risk of customer complaints and commercial disputes while providing clarity and certainty in case either party fails to fulfil their obligations.
Each business is unique, which is why it is essential to have tailored terms and conditions drafted by a lawyer who understands your specific business requirements and idiosyncrasies.
Using another company’s terms and conditions by simply copying and pasting or relying on standard templates may not offer the level of legal protection your business needs. It is likely that you will require multiple sets of terms and conditions to cater to different types of clients, such as consumers, businesses, or international entities.
What are the reasons to consider making amendments to your terms and conditions?
As your business progresses and circumstances change, there are several factors that may prompt the need for amendments or a complete replacement of your terms and conditions.
These reasons include:
- Initial drafting: Your terms and conditions may have been hastily drawn up without careful consideration of your business requirements or without seeking professional advice when you initially established your venture.
- Changes in products or services: If you have altered the products or services you offer, or modified the way you provide them, it is important to reflect these changes in your terms and conditions.
- Legal and regulatory compliance: New laws, regulations, or industry guidelines may necessitate updates and revisions to ensure ongoing legal compliance.
- E-commerce requirements: If your business has transitioned to an online platform, your previous “offline” terms and conditions may no longer be suitable. There are specific legal requirements governing e-commerce that need to be addressed.
- Unforeseen events and industry changes: Technological advancements, inflation, global conflicts, pandemics, parts shortages, price increases, or material shortages can serve as indicators that your commercial contracts need to be updated to adapt to evolving market conditions.
- Insurance considerations: Changes to your insurance coverage may prompt a review of your contract terms to ensure that your liability risk is minimised.
- Business or client-specific issues: Your existing terms and conditions may present challenges for your business or certain clients. These issues may only become apparent as your business evolves, forecasts change, or priorities shift.
- Streamlining multiple versions: Managing several iterations of your terms and conditions can become burdensome and aligning them can be advantageous for clarity and efficiency.
- Written documentation of verbal agreements: If you have made alterations to your terms and conditions verbally due to difficulties with the written terms, it is advisable to formalise these changes in writing and obtain agreement to avoid potential contractual disputes arising from misunderstandings.
Regularly reviewing and updating your terms and conditions ensures that they remain relevant, legally compliant, and aligned with your evolving business needs.
How can you make changes to your terms and conditions?
Modifying your terms and conditions is possible, provided you obtain agreement from the other party involved in the contract. In cases where amendments were agreed upon verbally, it is crucial to document the new terms in a written contract to mitigate the risk of potential disputes in the future.
If your contract includes a valid review clause, it grants you and the other party the opportunity to review the terms and mutually agree to renegotiate them before the contract expires. This provision becomes relevant when, for example, the original agreement has become excessively costly, or the initially agreed-upon delivery times are impractical.
What if you are dissatisfied with your current contractual relationship with another party but still wish to maintain a business association with them under revised terms?
If your contract incorporates a termination clause and the specified grounds for termination are met, you have the option to terminate the existing contract prematurely and engage in negotiations for a new contract based on different terms.
How our corporate lawyers can assist you.
There are various methods to modify your terms and conditions with your current clients. However, seeking the guidance of a legal professional is highly recommended to thoroughly review and enhance your existing standard terms and conditions, making them robust, adaptable, and tailored to your specific business requirements.
If the need arises to negotiate new terms with your existing clients, our lawyers can facilitate the process, ensuring that any contractual changes are carefully managed to avoid any negative impact on your relationships with other clients.
Please note that this article does not constitute express or implied legal advice, whether in whole or in part. For a Consultation or if you simply require more information, email us at info@silvesterlegal.com.
Contributions to this article were made by the following lawyers:
Walter Alexander, Director & Head of Corporate Legal
walter.alexander@silvesterlegal.com
Jerial Tan, Associate
