Question 1

What should actually be in your terms and conditions?

Accepted Answer

The terms that govern what happens when things go **wrong** — because when everything goes right, nobody reads them. A contract is a risk allocation document, and the clauses that matter are the ones nobody looks at during negotiation.

**The clauses that do the real work:**

**Scope of what is supplied**, precisely. Most disputes are about what was actually included, not about price.

**Price, payment terms and interest**, including when payment falls due and what happens when it does not.

**Limitation and exclusion of liability**, which is the single most commercially significant clause. **A cap on liability determines your maximum exposure**, and without one an ordinary mistake can exceed the contract's entire value many times over. Note that liability for death, personal injury caused by negligence and fraud **cannot be excluded**, and unfair terms can be struck out — so an unreasonably aggressive cap may fail entirely.

**Termination**, including notice, termination for convenience, and what happens on termination — who owns what, what is returned, what survives.

**Intellectual property.** Who owns work produced. **Under UK law, a contractor generally owns copyright in what they create unless the contract assigns it**, which surprises clients who assume payment transfers ownership.

**Confidentiality**, and data protection terms where personal data is involved.

**Warranties**, and what is expressly excluded.

**Force majeure**, which does not operate automatically in English law and must be drafted.

**Governing law and jurisdiction**, which is cheap to include and expensive to omit.

**Dispute resolution**, including whether mediation is required first.

**How they become binding, which is where businesses fail:**

**They must be incorporated before the contract is made.** Terms on the back of an invoice sent afterwards are generally too late.

**Bring unusual or onerous terms to attention specifically**, since courts have held that particularly onerous clauses require more than incorporation by reference.

**The battle of the forms** — where both sides send their own terms — is usually won by the last set sent before performance begins.

**Consumer contracts have additional mandatory requirements.**

General information, not legal advice.

Question 2

What should you check before signing a commercial lease?

Accepted Answer

Considerably more than the rent — because a commercial lease gives you far fewer protections than a residential tenancy, and several standard terms can cost more than the rent itself over the term.

Question 3

How do you buy an existing business, and what should you check?

Accepted Answer

Through a structured process — identify, value, offer subject to due diligence, investigate, negotiate, complete — and the investigation stage is where the real work is, because what you are buying

Question 4

What actually happens in a commercial dispute?

Accepted Answer

Far more negotiation than litigation — the overwhelming majority of commercial disputes settle, and the ones that reach a trial are a small fraction. Understanding the process matters mostly because

Question 5

What should be in a client contract or statement of work?

Accepted Answer

Enough detail that both sides know what is being delivered, when, for how much, and what happens when something changes — because almost every dispute in service work comes from one of those four

Question 6

How do you close a business properly?

Accepted Answer

Through a formal process appropriate to the structure and to whether the business is solvent — and the distinction between solvent and insolvent closure determines everything, including whether

Question 7

What is due diligence, and what do investors actually look at?

Accepted Answer

The verification process between agreeing terms and money arriving — where an investor checks that what they were told is true, and where deals most often slow down or collapse. Why it exists. A term

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