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Your terms and conditions are the foundation of every transaction your business makes. They set out the rules, protect your cash flow, limit your liability, and give you legal recourse when things go wrong. Without them, or with ones that haven’t been properly drafted, you’re trading on goodwill and hoping for the best. Our commercial solicitors draft, review, and update terms and conditions for businesses of all sizes, written in plain English and built around the way you actually operate.
Get a free, no-obligation chat with our commercial team, call us on 02920 829 100 or use our Contact us form.
Excellent rating by Review Solicitors | Ranked in Legal 500 and Chambers & Partners.
A downloaded template might look like a proper set of terms. But generic T&Cs are written to cover everyone in general, which usually means they don’t protect anyone in particular. They’re often out of date, fail to reflect how your business actually works, and include liability exclusions that won’t hold up in court because they’re drafted too broadly.
The consequences of getting this wrong are more common than most businesses realise. Disputes about payment terms, disagreements over scope of work, customers claiming refunds they’re not entitled to, liability claims you thought you were protected against. Most of these situations are manageable with the right terms in place from the start. Most of them are expensive and time-consuming without them.
We work with SMEs, owner-managed businesses, and growing companies to draft terms and conditions that are clear, legally sound, and actually enforceable. We draft new terms, review and update existing ones, and advise on specific clauses that are creating problems. And we do it in straightforward language that your customers can understand, which is increasingly a legal requirement in B2C commercial contracts. Our priority is ensuring legal protection and legal compliance for our clients.
We draft bespoke terms and conditions built around your business model, your customers, and the risks you actually face. We’ll ask the right questions about how you trade, what you supply, how you get paid, what your liability exposure is, and what protections matter most, then produce terms that reflect all of that clearly.
Terms and conditions go out of date. Laws change, your business changes, and the terms you had drafted several years ago may no longer reflect how you operate or provide the protection you need. We review existing T&Cs, identify gaps and outdated provisions, and update them to reflect current relevant laws and current practice.
Service businesses have specific considerations: defining the scope of work clearly, managing changes to instructions, addressing intellectual property rights and ownership, limiting liability for consequential loss, and setting out what happens when a client doesn’t pay. We draft terms for service providers across a wide range of sectors, from professional services and consultants to IT, marketing, and trades businesses.
If you sell goods, your terms need to address payment terms, delivery obligations and risk, title retention (so the goods remain yours until you’re paid), returns and defects, and liability limitations. We draft legally binding supplier-side terms that give you genuine commercial protection, not just the appearance of it.
Website terms and conditions govern your relationship with people who use your website, purchase from it, or access content through it. They’re not just a legal formality: they limit your liability for website content, govern how intellectual property on the site can be used, set out the rules for user-generated content, and, for e-commerce businesses, satisfy the need to comply with a raft of legislation that governs online sales. We draft website T&Cs that work legally and communicate clearly to users.
The terms on your invoices form part of the contract with your customer. If they’re vague, contradicted by other documents, or haven’t been properly incorporated into the contract before the work starts, they may not be enforceable when you need them. We advise on invoice terms and how to incorporate them correctly, including payment periods, late payment interest under the Late Payment of Commercial Debts Act 1998, and debt recovery provisions.
Business-to-business terms and business-to-consumer terms operate under different legal frameworks. Consumer contracts are subject to significantly more regulation, including the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, and rules on unfair contract terms. Getting the wrong type of terms, or using B2B terms with consumers, can expose you to claims and regulatory risk. We’ll make sure you have the right terms for the right audience.
If a customer or supplier presents you with their standard terms and asks you to accept them, get them reviewed before you do. Their terms are designed to protect them. We’ll identify the clauses that create real risk for your business and advise you on what’s worth pushing back on.
When you call, you speak to the solicitor handling your matter. Not a call handler, not a junior who passes your message on. You’ll have their direct contact details throughout, and they’ll understand your business properly before they start drafting anything.
Terms and conditions often connect to other areas of law: employment, IP, data protection, dispute resolution. We work across departments, so if your T&Cs need to address data processing, GDPR compliance, or IP ownership, you get joined-up advice without having to manage multiple firms.
For most SMEs, getting T&Cs drafted isn’t something you can wait weeks for. We work efficiently and we keep you updated. Most straightforward sets of terms can be turned around quickly once we’ve had the initial conversation about your business.
We get to know our clients. When your business changes and your terms need updating, we already understand your context. We’re not starting from scratch every time.
We’ll tell you clearly what your current terms do and don’t protect you against, what needs to change, and why. No lengthy advice notes full of caveats. Just practical guidance you can act on.
We’re the only commercial law firm with offices in both South and North Wales offering full Welsh language legal services at every level, from trainees right through to partners.
Laws affecting business terms change. Consumer protection legislation, data protection rules, digital services regulation: we keep our advice current and we’ll flag when something has changed that affects the T&Cs we’ve drafted for you.
Over 20 years of Commercial experience | Excellent rating by Review Solicitors | Ranked in Legal 500 and Chambers & Partners.
We start with a conversation about your business: what you sell or provide, who your customers are, how you contract with them, and what protections matter most. No charge and no commitment for that first call.
Good terms and conditions reflect how the business actually works, not a hypothetical version of it. We’ll ask questions about your processes, your payment terms, your usual risk exposure, and any disputes you’ve had in the past that better terms might have prevented.
We produce terms that are legally sound and readable. Customers who can understand your terms are less likely to dispute them. Courts are more likely to enforce them. We draft clearly without stripping out the protection.
We’ll walk you through the key provisions, explain what they do, and make any adjustments needed before you start using them. We also advise on how to incorporate your terms correctly into your contracts with customers, which is as important as the drafting itself.
We agree costs upfront. For drafting a standard set of terms, a fixed fee usually makes sense. For more complex T&Cs or ongoing review work, we’ll agree an arrangement that fits your situation. No surprises.
There's a tremendous amount of very knowledgeable and proficient lawyers within the practice. They are very skilled in commercial law with various specialised lawyers able to tackle any problem.
Chambers and Partners
With lawyers who are conversant across both transactional and commercial contract matters, the ‘flexible and responsive’ team at Darwin Gray LLP remains a very popular choice among SMEs based in South Wales and the South West of England.
Legal 500
Terms and conditions set out the basis on which you trade: payment terms, your liability if something goes wrong, what happens in a dispute, and what your customers can and can’t do with your products or services. Without them, you’re relying on the common law (cases) and statutes to fill the gaps, which often doesn’t favour the supplier. With properly drafted terms, you have a clear contractual framework that reduces the likelihood of disputes and gives you a stronger legal position if one arises. Good terms also help you get paid faster, by setting out payment periods clearly and including interest provisions for late payment.
B2C (business to consumer) contracts are heavily regulated in the UK. The Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, and the rules on unfair contract terms all place significant restrictions on what you can and can’t include in terms used with consumers. Consumer terms must be in plain, intelligible language. Liability exclusions that work in B2B contracts may be unenforceable against consumers. Consumers also have statutory rights to refunds, returns and cancellations that can’t be contracted out of. B2B terms have more flexibility, but are still subject to the Unfair Contract Terms Act 1977 for standard form contracts. Using the wrong type of terms for your audience is a common and costly mistake.
A downloaded template may be technically valid as a contract if it’s properly incorporated, but it’s unlikely to be right for your specific business. Generic templates are often out of date, fail to reflect current legislation, and don’t address the specific risks and processes of your business. A liability exclusion that’s drafted too broadly won’t hold up in court. Terms that don’t accurately describe how you deliver your service may be unenforceable in a dispute. The cost of getting a solicitor to draft proper terms is small compared to the cost of a single disputed invoice or a liability claim that your generic terms don’t cover.
A set of terms and conditions only binds a customer if they’ve been incorporated into the contract before the contract is made. That means the customer needs to be made aware that they are part of the contract and also have been given the opportunity to read them before they agreed to the deal. Simply printing them on the back of an invoice (which arrives after the contract has been formed) won’t necessarily incorporate them. Common ways to incorporate terms correctly include requiring the customer to sign them, including a reference to them in a quote or order confirmation, or making them clearly accessible on a website before checkout. Getting incorporation right is as important as getting the drafting right.
At a minimum, you should review your terms whenever there’s a significant change in the law affecting your sector, whenever your business model or service offering changes meaningfully, and whenever you encounter a dispute that your current terms don’t adequately cover. Consumer protection and data protection law in particular have seen significant changes over recent years. Terms that were adequate five years ago may no longer be. We’d suggest a review every two to three years as a baseline, and whenever something material changes.
Website terms and conditions should cover: how contracts are formed on the site; IP ownership of site content; rules for user-generated content if relevant; limitations on your liability for the accuracy of site content; acceptable use of the site; how you handle disputes; and governing law and jurisdiction. For e-commerce sites, they also need to comply with a range of online statutory provisions, including pre-contract information requirements, the consumer’s right to cancel, and how refunds are processed. They should also be read alongside your privacy policy, which is a separate document dealing with data protection obligations.
A retention of title clause (sometimes called a Romalpa clause) in your terms means that ownership of goods you supply doesn’t pass to the customer until they’ve paid for them in full. If the customer becomes insolvent or simply doesn’t pay, you may be able to recover the goods rather than joining the queue of unsecured creditors. For businesses supplying physical goods, particularly on credit, a properly drafted retention of title clause is one of the most valuable protections in your terms. It needs to be incorporated before the sale and drafted correctly to be enforceable.
You can use standard terms with all customers, but you need to be careful if some of your customers are consumers and some are businesses, as different legal rules apply to each. If you trade in both B2B and B2C contexts, you may need two sets of terms in business contracts, or terms that clearly differentiate between the two. You should also consider whether your standard terms are appropriate for materially different types of business transactions, for example, a professional services business that sometimes sells products as well as services may need separate terms for each.
This is the “battle of the forms” problem, and it’s a common source of commercial disputes. Where both parties have sent their standard terms to the other, it’s not always clear which set governs. English and Welsh courts generally apply the “last shot” rule, meaning the terms sent last before the contract was accepted (and which were not rejected by the other party) are usually the ones that apply. The best way to manage this is to include a clause in your terms stating that your terms prevail over any conflicting terms issued by the other party, and to make sure your terms are sent and acknowledged before work starts.
Yes. If a customer or supplier is challenging your terms, or if you’re in a dispute where the interpretation of a contractual clause is at issue, we advise on your legal position and, where needed, work with our dispute resolution team to pursue or defend the claim. Getting advice early, before positions become entrenched, usually leads to better outcomes and enables you to better reach your business objectives.
We advise businesses on terms and conditions across England and Wales, from our offices in Cardiff and North Wales. Most of this work is handled by phone, email, and video call, so wherever you’re based, you’ll get the same responsive, direct service.
If you’re a Welsh business or prefer to work in Welsh, we can match you with a solicitor who’ll handle everything in your language of choice.
Head Office (Cardiff)
9 Cathedral Road, Cardiff, CF11 9HA
North Wales Office
Unit F12, InTec, Ffordd y Parc, Parc Menai, Bangor, LL57 4FG
Whether you need terms drafted from scratch, an existing set reviewed, or advice on a specific clause that’s causing problems, we can help. Get in touch for a free, no-obligation chat and we’ll tell you exactly where you stand.
Get a free, no-obligation chat with our commercial team, call us on 02920 829 100 or use our Contact us form.
Or visit us at our Cardiff or North Wales offices.
To speak to one of our experts today, please contact us on 02920 829 100 or by using our Contact Us form for a free initial chat to see how we can help.
02920 829 100 
