Terms and Conditions are Crucial to Your Business. Learn Why!

Terms and conditions drafted for your unique business will fulfil numerous functions. They will

Women's hand holding a white card with the words - Terms and conditions

Do you have your T & C’s reviewed regularly? Do you use them as a business tool?

  • protect your business
  • act as a tool to keep disputes to minimum
  • keep your business running smoothly

The Power of Terms and Conditions

Daniel owns a business manufacturing stainless steel kitchens for restaurants.

Crystal and Andre fit out restaurants.

Crystal and Andre send Daniel an email requesting a quote. They want Daniel to build the benches and shelves for a new restaurant they are fitting out. At the bottom of the email are Crystal and Andre’s standard terms and conditions.

Daniel sends Crystal and Andre a quote to supply the benches and shelves. On the quote are his standard terms and conditions.

Daniel negotiates with Crystal and Andre, and they agree on

  • price,
  • quantity,
  • quality and
  • time for delivery.

They didn’t think about the rest of the T & C’s in their documents.

Crystal and Andre send Daniel a Purchase Order again including their standard T & C’s.

Daniel delivers the shelves and benches to Crystal and Andre, and they accept them.

Chef in stainless steel restaurant kitchen. Did the kitchen installer provide the chef with a warranty for the benches. Did it have terms and conditions

If the stainless steel benches in the kitchen are faulty who will the chef have a claim over? The installer or the manufacturer? It should all be in the T & C’s.

Daniel didn’t discuss the T & C’s on the Purchase Order with Crystal and Andre. Did Daniel accept Crystal and Andre’s terms and conditions? Did he assume his terms and conditions still governed the transaction? Whose terms and conditions govern the transaction?

The T & C’s on Daniel’s quote benefited him. The T & C’s on Crystal and Andre’s Purchase Order benefited them. Both sets of terms and conditions are inconsistent with each other.

Luckily, nothing went wrong with this transaction. Daniel continued to work with Crystal and Andre. But, this behaviour is dangerous, and one day something might go wrong.

What Could Have Gone Wrong

Many things go wrong with transactions. For example:

  • the products could be defective
  • the customer might not pay
  • the customer might be late paying
  • damage might occur to the goods during delivery

Terms and conditions should cover all these problems and more.

What other terms could have been in conflict?

  • When did the title of the goods transfer to the buyer?
  • Who carried the risk for the goods during the delivery phase?
  • How long does the defect warranty last?

The uncertainty of whose T & C’s apply makes solving the issues more

Hour glass with pink sand and money - coins and notes blurred n the the background

It takes more time, money and effort to resolve an issue than it does to have T & C’s drafted and negotiated in the first place.

  • difficult
  • time-consuming and
  • expensive to resolve.

Time spent negotiating terms and conditions for a transaction far outweigh the

  • time,
  • effort and
  • money

spent resolving whose terms apply.

Terms and Conditions = A Contract

T & C’s of trade are a contract. For there to be a contract:

  • someone must offer to sell or do something
  • Someone must accept the specific offer.
  • if the exact offer is not accepted, then there may be a counter offer, i.e. the customer offers up their T & C’s.
  • By the parties continuing with the transaction, the contract is formed by conduct. Even though no one formally accepts an offer. It doesn’t matter which offer, that of the seller or the buyer.

What steps can you take to avoid T & C’s Uncertainty?

Don’t be in a position where you do not know which terms and conditions govern the transaction. Know what the T & C’s of the transaction mean.

Send each customer a “New Terms and Conditions of Trade”. Do this for both new and old customers. Make sure you have had these T & C’s drafted in clear, plain English. Use proactive contracts with examples, images, diagrams and timelines to help make them easier to understand. Send reminders to your customers about your terms and conditions especially when you update them. When you update your T & C’s put a notice on the front page of your website.

Get your customers to sign a copy of the T & C’s. Keep the signed copy of the terms and conditions, note when, where, how and who sent it to you. This note then becomes evidence if there is ever a dispute.

Refer regularly to your terms and conditions. During the transaction ensure they are followed. Sometimes your staff will think of an easier way around something. However, it may contradict your T & C’s and may cause a dispute. Use your terms and conditions. Don’t put them in a bottom drawer.

Put a copy of your terms and conditions on your website. Put the URL of the T&C’s on sales materials and other documents. Anything you give to customers and prospective customers should have a link to your T & C’s.

Draft a clause that states explicitly only your terms and conditions are acceptable. Any T & C’s put forward by the customer are excluded.

Make sure your

    • order confirmations,
    • delivery slips and
    • tax invoices

all refer to your terms and conditions in some way. Have delivery slips signed by the person accepting delivery.

Australian Consumer Law and Terms and Conditions

Take into account the Australian Consumer Law as unfair terms maybe unenforceable against:

  • consumers
  • small businesses.

Draft your clauses with your customers in mind.

Safety First. Avoid the T & C’s Risks

Knowing the terms and conditions of trade for a transaction can avoid disputes. Even though they do not have the word Contract at the top of the page, T & C’s are still a contract. Pay attention to the exchange of documents and emails with your customers. They might try to sneak their T & C’s under the radar.

Using your terms and conditions as a tool and knowing what the T & C’s of each transaction are will make running your business easier and safer.

When was the last time you updated your Terms and Conditions?

Download our e-book Six Signs Your Terms and Conditions Need a Makeover.6 Signs Your T&C's Need a Makeover

BLAB Small Business Talk Australia Websites

BLAB featuring Steven Brown


Don’t miss Etienne Lawyers’ next BLAB  Small Business Talk Australia  Websites at 4pm AEDT Sunday 8 November 2015. This week we will be discussing all things website related.

In case, like we were a couple of weeks ago – completley oblivious to BLAB, it is an app in which up to four people  have a video conversation whilst others watch and are able to interact by making comments or asking questions. We have jumped feet first into this new app and are loving it. Don’t be shy come and join us.

Now down to the matter of what will we be discussing in BLAB Small Business Talk Australia Websites?

Websites – Any thing and everything including:

  • Does every business need a website?
  • How is the best way to get a website?
  • What should a website cost me and how should I expect to pay for it?
  • SEO – what is it and why do I need it?
  • Marketing – a very big topic, having a website is great but unless people know you have one it is just a waste of money.
  • Breach of Copyright
  • Defamation – Your website makes you a publisher.
  • Are you responsible for the content users leave on your website?
  • Terms and Conditions of Use of Your Website
  • Website Privacy
  • Contracts
  • Trade Mark Infringement
  • Misleading and Deceptive Conduct

The points above are a general guide to our conversation but feel free to jump in and ask questions. We will BLAB for about an hour and it will be recorded. If you miss the live the stream it will be available at the same link. If you have questions that weren’t answered in BLAB Small Business Talk Australia Websites please contact our BLABbers offline for further information.

This weeks BLAB features James Cooke – Cooke Consulting @CookeConsulting, Julie Sanderson – Jacaranda Grove Consulting @jacarandagrove, Steven Brown – Etienne Lawyers @SteveBrown_  and Suzanne Brown – Etienne Lawyers @tbearetienne. Don’t forget to follow our BLABbers on Twitter.

BLAB Small Business Talk Australia Websites – Join the BLAB Here

BLAB All About Websites



Etienne Lawyers FREE download – Is Your Website Legal? – 12 Ways to Use Photos Legally on your Website will help you to understand how to use photos on your website without fear of prosecution.

Images and graphics are powerful tools in your business. They will convert more customers than text alone. But if you are using those images illegally you could end up paying significant amounts of money, far more than you can imagine.


Is Your Website Legal? BLAB Small Business Talk Australia Websites

Get Your Free Download Now!






Why You Need Terms and Conditions of Trade?

Steven Brown

Steven Brown of Etienne Lawyers is presenting a FREE seminar on Terms and Conditions of Trade at the BREED Business Centre Wednesday May 20, 2015.

  • Find out how Terms and Conditions of Trade help you get paid faster and easier;
  • Find out what forms they can be in;
  • Find out what you don’t know about Terms and Conditions of Trade;

Click Here to Register


You will gain concise, practical knowledge and useful tips from Steven as he has advised businesses from micros to multi-nationals on Terms and Conditions of Trade over his many years giving business advice and is a Registered Business Specialist with the Law Society of NSW.  With his extensive experience lecturing at the Institute of Company Directors, UTS, Finsia and Macquarie University this seminar is bound to be as enjoyable as it is educational. Steven’s seminar will be peppered with real life examples of how other businesses use their T&C’s of Trade. This will allow you to learn from other peoples mistakes and successes.

If you don’t have Terms and Conditions of Trade or you haven’t updated them recently this is the ideal opportunity to come along and learn from Steven about the importance of having well drafted T & C’s of Trade and how to use them properly. He will be available to answer questions you may have about your own Terms and Conditions of Trade.


As part of the evening, Breed provides a warm and inviting atmosphere to facilitate networking amongst the attendees before and after the seminar. Meeting new people at events like this is a great way to grow your business. Either by connecting with new potential customers, finding new suppliers or just connecting with people who know people you might want to know.

Don’t miss out on this FREE event to increase your business skills, learn from an expert and make new business connections.

Use this seminar to find out how your Terms and Conditions of Trade are impacting your business and grow your business.

Click Here to Register for Breed's Bottom Line Series - Terms and Conditions of Trade


Find out if your Terms and Conditions of Trade are neglected and unloved with this FREE report.

If your business supplies or receives good or services you will need relevant, well drafted Terms and Conditions of Trade that are current with the your business practices.

Whether you are a supplier or customer, Terms and Conditions of Trade determine how each business transaction you conduct will conclude.

If you have relevant, well drafted T&C’s then you will more than likely have a good business experiences with each deal you transact. If you have neglected to take the T&C’s into account when negotiating deals you may wish that you had taken more care in the early part of the deal.

6 Signs Your T&C's Need a Makeover


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Please fill in your email address to download:

Download “6 Signs Your Terms and Conditions of Trade Need a Makeover”

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