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Business law & contracts solicitors

Whether you’re a small business employing one or two people or a large company, our solicitors can draft legal documents to suit all types of commercial agreements.

Overview

Contracts are an essential tool for your business. Whether you are dealing with customers, suppliers, partners or entering into any other business relationship it is essential that you protect yourself against future problems by setting out an agreement in writing.

We offer a free initial consultation to anyone seeking advice on a contract. We are always competitively priced and pleased to discuss costs with you. We will endeavour to agree a fixed fee for any specific piece of work or alternatively we offer many clients a cost-effective retainer service where we provide regular business advice and legal services for a fixed monthly/quarterly fee.

For further information or to discuss any issue you may have, please get in touch.

THE TEAM

Meet the team

Our team works with businesses and individuals across Scotland, the UK and internationally to draft, review and finalise all manner of commercial contracts and terms and conditions.

Services

Our services

Our team can handle all types of contracts, including:

Agency agreements

Overview

Where you are entering into new geographical markets, within the UK or internationally, it can be helpful to have local representatives who are closer to the end customers and know the local market. Agency agreements allow you to take benefit of such local knowledge while retaining the direct contractual link with the customer – both maintaining the end customer relationship and controlling the pricing. But it’s important that you are aware of the rights of agents which are implied under legislation, particularly with regard to compensation on termination or expiry of the arrangement. We can guide you through the maze of regulation and ensure that you are protected to the widest possible extent.

Collaboration agreements

Overview

Collaboration agreements are becoming more popular both as a way of putting together a consortium which may work together to obtain grant or other funding which might be available; and also to service arrangements which are on a larger geographical scale, where a number of “local” businesses trading in different locations work together to cover their own geographical areas but meet the needs of customers with a much wider geographical spread. Key to this, however, is protecting each party’s intellectual property rights, in particular their knowhow and confidential information, as a balance is struck between using intellectual property rights which are created during the collaboration and use of existing intellectual property assets of the parties which they have developed separately.

Distribution agreements

Overview

With a distribution arrangement, the local distributor takes on the responsibility of compliance with local laws and dealing with all local market issues. However, crucially, they have the relationship with the end customer and also determine the price paid by the end customer.  Consideration has to be given as to whether the appointment will be exclusive, sole or non-exclusive with the nuances of each of these different structures; and to the danger of being tied in to an exclusive arrangement which is not working for the supplier if there are no, or poorly set, performance targets.  Experience in taking clients through these arrangements and tailoring them to meet their best interests is crucial.

General terms and conditions of business (e.g. for supply of goods or services)

Overview

While these can often be seen as “standard” to such an extent that they are not even read by the parties, your terms and conditions of trading need to be tailored to meet the specific requirements of your business and the type of goods or services which you supply.  Consideration can also be given to splitting out commercial arrangements which may vary with different customers to minimise the need for negotiation. Exclusion of liability and issues such as product recall are important – but care must also be taken to comply with regulations which will be implied, in particular where customers are to be regarded as consumers. Failure to set out consumer rights in general terms and conditions can result in consumers being able to exercise rights of cancellation which would otherwise expire.

Heads of terms / memorandum of understanding

Overview

Setting out points of principle which have been agreed between the parties, these are often seen as the precursor to a formal contract being entered into. But often parties do business with each other on the basis of heads of terms without taking the next step of formal documentation further and they will therefore be used as the basis of the contract with the more detailed terms being implied given the content of the heads of terms and the conduct between the parties. They are often regarded as “non-binding” and are usually stated to be so; but it’s important in any business relationship to ensure that some key provisions are agreed and binding between the parties – in particular confidentiality.

Introducer agreements

Overview

Similar to an agency relationship, introducer agreements are often used where the “introducer” has less of a role in the sales process beyond the initial introduction – and so while possible as a way of getting into a new market are often more applicable where there is a personal connection which can give an “in” to the end customer.  But how do you deal with overlaps – where there is already a connection with the customer or more than one means of getting the introduction?  The last thing you want is to have to pay out more than once for the same business.

Licence agreements

Overview

Your business’ intellectual property can be one of its most valuable assets – not only giving you a commercial edge over your competitors, but also as a way of generating income through royalty streams.  It forms the basis of any franchise arrangement, but can also be used to allow third party manufacture or to enable you to provide a white-labelling service.   But as well as confidentiality issues you need to think about rights to improvements or adaptations and what rights will survive termination of the trading relationship.

Online terms and conditions

Overview

The tendency is to see these as a formality, a link at the bottom of the page that will never be clicked upon.  But it’s because of that that care needs to be taken that they set out appropriate wording and protection for your business and cater for the different types of customer you may have – B2B or B2C.  They also need to tie in with your online policies – privacy, returns cookies etc – as inconsistency can leads to confusion and therefore cause problems if disputes arise.  And consumer rights have to be considered carefully as these are very much “off-premise” contracts.

Supplier agreements

Overview

While the focus is often on agreements with your customers, agreements with your suppliers are as, if not more, important.  You can only service your customers if you have the appropriate raw materials, finished goods and other support in the right place and within the timescales which your production cycle requires to meet your customers’ demands. Suppliers are in effect your sub-contractors and as far as your customers are concerned they don’t exist – so a default by your supplier has a direct impact upon your performance as a supplier to your end customer.  Ensuring you are protected by having in place back to back arrangements is an important first step.

Review and termination of contracts

Overview

As well as drafting agreements we also handle reviews and terminations of contracts on behalf of clients and help resolve a variety of contract disputes, including:

  • Advice on administration of contracts, claims detection, claims negotiation, strategies to manage and resolve disputes
  • Advising on potential commercial issues arising from contracts
  • Advice on termination of contracts
  • Reviewing and reporting on existing contractual documentation

Work

Examples of our work
Agency/distribution

Overview

On behalf of clients in the food and drink sector, we prepared template agency and distribution agreements and negotiated them for the appointment of agents/distributors in a number of countries worldwide taking into account those jurisdictions where the rights of an agent would be enhanced on termination by the commercial agents regulations and similar legislation in local jurisdictions.  By discussing with the client and putting in place challenging but realistic performance targets with exclusive distributors the client has been able to ensure they are committed to growing our client’s business and where required has terminated the relationship.

Collaboration

Overview

For a client in the energy sector, negotiating a collaboration agreement with several multi-national companies to establish a consortium on a project in connection with carbon capture which successfully obtained grant funding towards further development and research.

Terms and conditions

Overview

Preparing terms and conditions for a client operating in both the B2C and B2B markets through the same online presence with alternative provisions applying dependent upon how the customer sets up their account.  A suite of documents has been prepared dependent upon the business relationship, both in online form for setting up account for use of a web-based platform and non-digital format for bespoke agreements with larger companies.

Licence agreements

Overview

Drafting and negotiating licence agreements for a client in the financial services sector to provide white-labelling of its digital ordering and payment solution in the hospitality sector through use of landing pages branded as those of the licensee but with the underlying operating software linking directly to our client’s proprietary platform.

Supplier agreements

Overview

Drafting and negotiating a supply, installation and commission agreement for new bottling line for a distiller, taking into account the downtime while the new line is commissioned and the health and safety and other issues arising from the supplier’s personnel being on the client’s premises.

Testimonials

“Absolutely fantastic. They always get back to you immediately and they take the time to explain things”.

– HM CLIENT

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CONTACT US

Get in touch

Call us for free on 0330 159 5555 or complete our online form below to submit your enquiry or arrange a call back.

Speak to us today on 0330 159 5555

Get in touch

CONTACT US

Get in touch

Call us for free on 0330 159 5555 or complete our online form below to submit your enquiry or arrange a call back.