Welcome to [Website Name].
This page tells you the terms on which you may use our website [Domain Address], whether as registered user or guest. Please read carefully before use.
By using the site, you accept the terms and agree to obey them. If you don’t accept them, please don’t use the site.
Who We Are
[Website Address] is operated by [Name of Company], a UK Limited company registered in England under company number [Company Number].
Some important details about us:
Our registered office is at: [Registered Address]
Our trading office is at: [Trading Address]
Our VAT number is: [VAT Number]
Our regulator is: [Regulator's Name and Address]
Use of the Site
You have permission for temporary use of the site, but we can withdraw or change our service at any time without telling you and without being legally responsible to you.
You must treat all identification codes, passwords and other security information as confidential. If we think you have failed to keep confidentiality, we are allowed to disable any security information (including your passwords and codes).
You agree to follow our acceptable use policy [Insert Link].
If you allow anyone else to use our site, you must make sure that they read these terms first, and that they follow them.
Only use the site as allowed by law and these terms. If you don’t, we may suspend your usage, or stop it completely.
We frequently update the site and make changes to it, but we don’t have to do this, and material on the site may be out-of-date. No material on the site is intended to contain advice, and you shouldn’t rely on it. We exclude all legal responsibility and costs for reliance placed on the site by anyone.
By using the site, you agree to us handling this information and confirm that data you provide is accurate.
If you order goods or services from us through the site, your order will take place under our Terms and Conditions of Supply, which you can read at [Insert Link].
Also included in this document:
4. Intellectual Property Rights
5. Our Legal Responsibility to You
6. Uploading to our Site
7. Computer Offences
8. Links to Our Site
9. Links From Our Site
11. Trade Mark
12. Applicable Law
13. Contact Us
7 Necessary Documents You Need To Protect Your Business
Assuming you are setting up a limited company you really do need a shareholders’ agreement. This regulates the arrangements between you and your fellow shareholders. If there are other founders you need to agree and write down who owns the shares, and in what amounts. You also need to set out a framework for operating the company – who can make decisions and how do they get made. Don’t assume that just because everything is okay at the beginning, or you are all friends, that it’s going to be fine later. Remember how many bands have got into arguments when they split up, because there wasn’t an agreement saying who owned what. Remember how many rows there have been among songwriters who didn’t agree on the splits between them for that hit they wrote? Exactly. If you want your company to sound like sweet music then get this basic formality right...
Click here to download our Shareholder Agreement.
If somebody is investing or loaning money to your company they will want to see the terms written down. They will want to know what shares they get and what their value is, will they get diluted if more money comes in, procedures for running the company and exit, how much control they get. These issues are directly relevant to you as the entrepreneur too. Don’t just sign whatever is put in front of you. If you don’t pay attention to these details they will come back and bite you later.
Click here to download our Share Investment Agreement.
Website T's and C's
If you are running a website you need a collection of documents covering the way that the website is run. Consumers need to see these. Sometimes there are legal reasons, as with your policies on Data, or privacy, Cookies or cancellation policy. Sometimes it’s just good to set an expectation as to how you are going to behave and how you expect your customers to behave. Don’t just copy and paste someone else’s T’s and C’s. For example, Apple’s T’s and C’s may work well for a major global technology company, but they may not be appropriate at all for your small business. Take the time to create your own T’s and C’s which reflect the way that your business runs.
Click here to download our Terms and Conditions of Website Use.
If you are asking software developers to develop apps or websites or platforms for you then you must write things down. Some people say that software developers are the new builders – just like the people who make alterations to your house they are always running late, always going over budget and whatever happens it’s never their fault – they just blind you with construction science. Sound familiar? I would never be that unkind or simplistic about developers but it’s certainly the case that confusion and frustration can break out on all sides when there is no contract in place. What’s the price? When will it be paid? What are the development milestones? Who will own the software? Who will deal with bugs, changes and maintenance and at what cost? Your software may be a core component of your business – so it’s worth getting the paperwork right.
Click here to download our Software Development Agreement.
Employment or Consulting Agreement
Do you have people working with you? You need to write down the way that you are working with them. Employees now have a host of potential legal protections, e.g. in relation to process around termination, their data, disciplinary matters, and their pension rights. So you need to address that and other obligations in writing. And don’t assume that just because you call someone a “Consultant” in order to avoid all that stuff then that is what they are. The law and the taxman may still class them as an employee if effectively they are working full time only for you. Apart from these considerations you just need to be clear on the terms on which people work for and with you. What are they paid, when? Is there a bonus? How is it calculated? What hours of work do you expect? Do they get sick pay? What happens with holidays? If they leave what happens to their shares? And so on…
Click here to view our Employment Agreements.
Contract Partner Agreements
This next one is cheating a bit because contract partner agreements can take many forms. It may be a manufacturing agreement, distribution, e commerce, drop ship, agency or licensing agreement. Whoever you trade with you need a commercial contract that governs issues like price, payment terms, delivery standards for services and products, timetables, responsibilities, exclusivity, termination and so on. Without your customers and your cash you are nothing, so take the trouble to write it all down to give yourself some protection and peace of mind.
Click here to view our Partnership Agreements.
Your ideas, copyrights, patents, software and financial information are your private DNA. They make you unique and could help deliver unique value for you. But they could be cloned by someone else if you do not keep them secret. Other people like prospective investors, trade partners and purchasers often need to find out something more about you before they will deal with you – an NDA offers you some protection in relation to the information you disclose. You may not ever want to go through a court case to enforce it, but having a signed NDA is an expression of intent by both parties and a deterrent against disclosure of confidential information.
Click here to view our Confidentiality Agreements.
So those are the 7 types of agreement which all SMEs should be considering. You can find all of these legal documents on the Legal Documents page.
Clive Rich is a highly experienced entertainment and digital media lawyer, who has also successfully run digital businesses for companies such as Sony and Bertelsmann.
A qualified barrister, he has been a lawyer for almost 30 years and has drafted and crafted contracts for a broad spectrum of multi-nationals, major organisations and brands, including Yahoo, Apple, Napster, SanDisk, Myspace and the BBC.
He has also previously run his own legal practice, Rich Futures Ltd in association with the Top 30 UK law firm, Olswang LLP, representing a variety of technology companies and SMEs.
Clive is a qualified Mediator through the Centre for Effective Dispute Resolution (CEDR) and a qualified Arbitrator through the Central Institute of Arbitration (CIArb) in London.
As a negotiator, he is the author of “The Yes Book: the Art of Better Negotiation”, published by Random House in March 2013. Clive has also designed and successfully launched a negotiation App called “Close My Deal”, enabling people to understand the basis of successful negotiation and apply the skills to everyday scenarios. He has provided negotiating coaching and deal making services to a wide range of large organisations and SMEs. He has also been a board member of a number of digital SMEs.
Clive is a devoted father and husband, but when he is not spending time with his family, he likes to unwind by playing golf or watching a variety of sports (football, rugby, cricket). He's a lifelong Milwall FC fan... but don't hold that against him!
Step By Step Guide
Let’s walk you through how to go about drafting terms and conditions for website use, something you need if you own your own website.
Follow these simple steps to ensure that you are adequately protected…
- Firstly, introduce the document, and the website, and explain what the terms and conditions are for to regulate the terms on which the user can access your website. Make it clear that the user is automatically bound by the terms and conditions simply by using the site – no further formality (such as a signature) is required.
- Then, include all the necessary information about the company so that the user knows exactly who they are dealing with and how to contact you.
- The intellectual property section includes things like copyright. It explains that it is you as the owner of the website, and not the user, who owns the ideas and designs on the website.
- You then explain what you will and will not be responsible for – you don’t want to be responsible if, for example, the site goes down because of a failure by your ISP. So it is common to limit your liability to users for problems or any loss they experience using the site. You also want to make it clear that you’re not liable for things such as loss of income or profit that a user may suffer when using the website.
- It is important to outline the correct procedure for uploading to the website, if users are allowed to do that, and to put the responsibility on them for their own content, which should meet the standards required in the acceptable use policy. You should also make it clear that the material that they upload is not owned by them and you will immediately take down any content that breaches that policy.
- You should also make it clear that any misuse of the website that constitutes a criminal offence will be referred to the authorities. This might include introducing viruses or trying to damage the website in any way.
- You need to say that you will not be responsible for any links to other sites provided on your site or posted by other users on the website.
- Also explain that the terms and conditions may be subject to change at your discretion and that it’s worth checking them quite regularly to stay up to date.
- If you have a registered trade mark that you use on the site set out what that is.
- Don’t forget to state that the agreement exists under English Law and any disputes can only be brought in the courts of England and Wales. Most sites have global reach, so you don’t want a user making a claim against you outside of this country or using foreign law,
- Lastly, make sure you provide contact details at the bottom.
Remember, if you come unstuck at any point, our LawBriefs are here to help. Visit our legal advice page to submit an online enquiry or call us on 020 7148 1066.
Best of luck in your SME journey.
When To Use this document:
These terms and conditions of website use are to be used by those who run a website that is used by consumers. It sets out your responsibilities as the person running the website, as well as the rules for those people that use your website. The terms include important information about you as the website operator, which have to be provided to users and the terms and conditions are a good place to do this. The terms can also help to protect your website and your business. They do this in a number of ways including by limiting your responsibility if there is an error on the site, preventing unauthorised access to the website, protecting your intellectual property rights (which are things such as copyright) in the information on the website, and setting out the law that governs the website.