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business, Commercial, Contract    No Comments

You may need to share important information about your business with potential partners such as investors, manufacturers, suppliers, marketing agencies, financial advisers.  It is vital that you do not assume that the information shared with these third parties is confidential.  You need to take steps to ensure that you  you protect against the risk of  third parties using confidential information about your business, or potentially passing it to competitors.  You can do this by entering into a legal contract called a Non Disclosure Agreement (NDA) also known as a Confidentiality Agreement.

A clear and concise NDA allows you to share ideas and information- “confidential information”- about your business with third parties.

 What is “Confidential information”?

“Confidential information” is generally considered to be anything that is not in the public domain.  This could cover a wide range of information about your business and how it operates- from ideas, techniques and know how; to important documents such client lists.

An NDA can protect “confidential information”, but once the information is in the public domain it is no longer confidential and so it cannot be protected.  Any NDA needs to clearly set out what is considered as “confidential information” so that the boundaries of the agreement are set and the information can be adequately protected.  This can be done without actually disclosing the “confidential information” itself (keep in mind that the agreement itself is not always confidential). For example “confidential information” could be defined in an NDA as all client lists and past purchasing records- but the definition does not have to provide the actual names of the clients or their past purchases

confidential info

Purpose

An effective NDA should restrict the use of “confidential information” to a specific purpose.  All other uses should be clearly prohibited to prevent the information from being used in any other way.  For example if you were in discussions with another business about entering into some sort of joint enterprise, then the purpose of the use of the “confidential information” would be limited in the NDA to the discussion of a joint venture.

 

Time limit

Most NDAs set a time period during which party receiving the “confidential information” must maintain its secrecy. This time period can be set by inclusion in the NDA of a specific time period- three years is a common length. Or the time period can be set in the NDA by the occurrence of a future event- for example the introduction to the market of a particular product- at which point the NDA will end.

Protection

An NDA provides legal protection for the “confidential information” of your business as long as it is covered in the agreement.  If another party breaches the NDA in place then your business would have the right to take legal action against them.

If the receiving party misuses the “confidential information” covered under an NDA then you would be entitled to take this party to Court and sue them for damages for breach of contract.  If you suspect that the receiving party may be about to breach the NDA then you can apply to Court for an order known as an injunction to stop this from happening.

We can help

NDA’s can provide your business with crucial protection to prevent other parties with whom you share confidential information in the course of business from misusing it for their own purposes or sharing it with your competitors.

NDA’s can provide your business with crucial protection to prevent other parties with whom you share confidential information in the course of business from misusing it for their own purposes or sharing it with your competitors.

If you require an NDA for use in everyday business then contact a member of our business team on 01623 663246.  We offer fixed fee legal services for our business clients.  Take a look at our Fixed Fee menu for more information.

 

 

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business, business purchase, Buy to let, Commercial, commercial property, Property    No Comments

income tax

 

Tax Tax Tax

 

Completing your tax returns? This time of year always brings to light the amount of tax that you are paying. If you are looking at pension and tax efficiencies then I urge you to consider investing in a commercial property via a pension scheme such a SIPP (self invested personal pension) or a SSAS (small self administered scheme).

 

There are a number of tax benefits for investing in a property by a SIPP and SSAS including:-

 

– growth is free from CGT

 

– tax relief at the individual or company’s highest rate

 

– rental income received by a pension scheme attracts no UK income tax

 

– on retirement 25% of the pension fund can be paid as a tax free lump sum

 

– on death before retirement the whole payment under the pension fund could be paid as a tax free lump sum i.e. no inheritance tax

 

If you need any advice on commercial property please call Christie on 01623 663244.

 

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Terms and Conditions- T’s and C’s.  Many of you will have some form of them in place for your business.  Most of you will probably view them as a load of legal mumbo jumbo that nobody pays attention to.  That is note the case at all-  terms and conditions if used effectively  are vital to your business.

 

 

buying a business

Improve efficiency

Terms and conditions can help to improve the efficiency of your business.  They should clearly set out terms for day to day business such as payment and delivery.

Looking at payment terms, what is included in the price?  When is payment for the goods or services you are provided to be made?  It needs to be crystal clear in your terms and conditions what your payment terms are.  If terms are not clear then you could have problems with getting paid which will have a negative impact on your businesses cash flow.

Your terms and conditions could include an early payment discount- for example a 5% discount if they pay within 10 days rather than 30.  It gives your customers an incentive to pay and it gets money into the business improving your cash flow, without you having to waste time and resources chasing payment

Protection

As with payment terms, delivery terms need to be clear to avoid situations which could effect customer relations and cost your business money.

If your contract with a customer does not state a specific delivery date, then the law says that the goods should be delivered within a reasonable time.  This should not be an issue on the majority of occasions.

However, issues may arise if your agreement with the customer specifies a date for delivery.  Depending upon what your terms and conditions say you may have to honour specific delivery dates or risk the contract being ended or being sued.

One size does not fit all!

What your terms and conditions say can have a significant impact on everyday business.  If they are clear and do what you want them to do then they can improve your businesses efficiency by improving vital areas such as cash flow.  They can also act as a shield  and protect your business from action such as being sued.

In order for terms and conditions to work in this way they need to reflect the way that your business runs and be tailored to your businesses specific needs.  There are many standard terms and conditions available on the internet for download, but these will not reflect the specific requirements and ways of your business.  As a result, they will not perform as you need them to.

To fully protect your business, your terms and conditions need to cover a wide variety of areas- mainly surrounding what happens when things go wrong.  The terms must also be carefully displayed as there are specific legal rules about bringing them to a customers attention.

For legal advice about terms and conditions contact Luke Rees on 01623 663246 or by email lrees@fidler.co.uk.  We offer fixed fee legal services for businesses- take a look at our Business Fixed Fee Menu for more details.

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It is vital that the terms and conditions of any business that supplies goods provides protection in the event that customers struggle to pay their bills, fall into financial decline or, worse, insolvency.  By ensuring that a Retention of Title Clause (ROT) is included in their terms and conditions, businesses can go some way to ensuring that even if they don’t get paid, they retain the right to possession of the goods that they supplied.

 

term

Reclaim control

The purpose of an ROT clause is to ensure that the supplier reserves the legal title to their goods until the goods are paid for by the customer. This means that in the event that a customer becomes insolvent, the supplier retains the contractual right to jump the queue of creditors and reclaim possession of their goods.

No ROT clause can replace doing proper checks on the customer before entering into a contract with them. It is better to get the comfort that your customer is financially viable to begin with, than to deal with problems further on down the line when things have gone wrong.

Drawing attention

A supplier must take all reasonable steps to bring a ROT clause to its customer’s attention before or at the time the contract is made.  It is therefore important that the terms and conditions containing the ROT clause are brought to the customer’s attention at an early stage and as many times as possible- on the back of quotes, order request forms etc.  It is no good attaching the terms to an invoice on delivering the goods as the moment that the contract was entered into will have passed.

Effective protection

In order to be as effective as possible a ROT clause should include:

  • an obligation on the buyer to store goods separately and to label them ;
  • a right for the supplier to enter the customer’s premises periodically to inspect the goods;
  • a list of events, including failure to pay on time, which would allow the supplier to demand payment and enter premises to repossess goods.

If you are in any doubt as to how effective your terms and conditions are, then you should seek legal advice.  For more information contact a member of our business team on 01623 663246.

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