Business Pains and How Can We Make Them Better – Episode 1: Terms and Conditions

Welcome to the first of our new series of “Zoom-Casts Business Pains” where we will be inviting experts to discuss various aspects of common business pains, what are they and how we can make them better!

In this episode we are super excited to have with us our very first guest and… drum roll please! all rounded international, Insolvency and Commercial lawyer, author, law professor, serial company chairman and entrepreneur Professor Mark Watson-Gandy and we will be talking about those pesky Terms & Conditions.

In this episode you will learn:

1. What clauses to question and what to do about them

2. What you should include in your T&Cs if you are exporting and why

Enjoy and we look forward to sharing more with you in the future. If you need help with any issues described in this short or any other business pain, please get in touch with one of our team members from our team page.



Here is the transcript:

– Welcome to the first of our new series of Zoom-Casts Business Pains where we will be inviting experts to discuss various aspects of common business pain, what are they and what can we do to make them better? Hello, I am Maria Pombo, I am the founder and one of the consultants at Better Business at Hand and today we are super excited to have our very first guest, an all rounded international insolvency and commercial lawyer, author, law professor, serial company chairman and entrepreneur Professor Mark Watson-Gandy. Hi Mark. Firstly, a huge thank you for making the time to talk to us, really appreciate it. I have been reading with interest your new book “Simple Contract Law” and the book is totally fascinating. It takes you into the wonderful journey of contract law and I can swap anytime this for this. This is far more entertaining and because it doesn’t bore you to death. So thank you. My first question, is what is the genesis of this wonderful book? What inspire you to write something so, such a handy guide even for non-lawyer people?

– Maria, what a delight and honor to be invited on your inaugural podcast. And after a year of lockdown and home cooking, I am now rounded in ways I had not anticipated.

– Aren’t we all?

– Why “Simple Contract Law”? I wanted to create an antidote to the stale, traditional contract textbooks. I wanted to write something which could teach you contract law in an afternoon. To cut through the complexity, give an accessible overview of the law and explain what the most common terms and conditions and what they actually do. And the book’s packed with the amazing real life stories that shaped our law and with some brilliant cartoons from the very talented Gordon Collett. So I couldn’t resist.

– Indeed wonderful, yes and I have been reading chapter two, what is contract? And I must say I do really love the cartoons. I mean, these are two chaps crossing their fingers while shaking their hands so, there is so much calling home I tell you. This is incredible. But I’m curious, one common business pain I seem to have and encounter regularly are heads of terms so, are the heads of term the same as a contract?

– Well, what your heads of terms are supposed to be are the notes you did on the back of a bear mat of the bargain that you actually struck and with that, the heads of terms are supposed to be what you’re get the lawyers to draft up into a contract. Now, having a non-binding arrangement without all that nasty legal force sounds so much more fluffy and friendly but let’s be candid about this, if something is being sold, what you want is to get paid and the other side wants to give the item they’ve sold. And that’s why you need binding obligations on both sides. And that’s why you need contract.

– Indeed. So why do you think it is important for everyone to actually learn about contract law?

– Well, this is something I’m passionate about because contracts are a central part of everyone’s day to day life. From buying a newspaper or the train ticket to buying your first home or insuring your car. And people should have a basis in the ground rules that they are operating on.

– Indeed. I have observed that some, if not a large majority of small business owners seem to agree to terms and conditions just to get you to the purchasing page. And now technology allows you to actually gather signatures with the easiness of a click. SO, yet small business owners seem caught on terms that are sometimes misunderstood and sometimes not favorable to their business. So what’s your experience with that?

– Well, let’s be candid. Who hasn’t clicked on a computer license without reading the terms and conditions? And the Evening Standard about a year back featured a study where people on the promise of free internet happily clicked on an agreement under which they in fact were accepting terms under which they agreed to hand over their immortal soul and their children into perpetual servitude. All good fun but then what that did do is it illustrated that there’s serious side to this.

– Well, indeed. Immortal servitude. It’s pretty much what we do on a regular basis. But the good one when we actually looking for a loan, you have to serve perpetual servitude to the bank. Is there anything business owners need to look for when they are actually getting their terms and conditions? Apart from reading them, of course.

– One of my real bugbears is where people put reasonable endeavors or best efforts clauses. And it sounds nice and friendly and reasonable but let’s look at the realities. If I paid my supplier a grand for 100 kilograms of kryptonite and he doesn’t deliver. What I want to be to say is, give me the 100 kilograms of kryptonite or give me my money back. And what I didn’t want to do is spend a week in court wasting my time debating whether or not he’s tried hard enough to provide what I bought.

– Wow, yes indeed, that very useful, thank you. Is there anything I need to think about in terms of terms and conditions if I am exporting?

– Well, anything cross border and that includes into Scotland and Northern Ireland, you have to think about building and provisions about which court will be deciding any case and which law applies. You know, you only need to insert a sentence. But leave it out and you leave the lawyers and the court a really fascinating problem which you will be writing enormously large checks for them to resolve.

– Wow, food for thoughts in this one. On that note, I better double check my terms and conditions particularly on the cost of actually amending which jurisdiction you should have your contract. I have all sort of business pains to discuss with you and we probably will be here all day but we can only have a short period of time so, where can people connect with you?

– Well, my book can be found in Amazon Simple-Contract-Law-introduction-English and I can be found on LinkedIn or my chamber’s website which is Three Stone Chambers.

– Well, thank you. And can I persuade you to come back again as one of our guests soon?

– It was a real delight to be your guest and thank you so so much for inviting me.

– Well, thank you, I really appreciate your time, Mark. I hope those listening have enjoyed this short of business pain and found it very useful, I have indeed. As always, every business pain has its own difficulties but we are here to help. You can book one of our team members through The Team page in our website and if you need a hand with any particular business pain, we’re here to serve. Until next time, thank you for your time Professor and thanks for watching and listening, goodbye.

– Thank you, bye bye.

– Bye.


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