Digital Signature Lawfulness for Business Termination Contract in United Kingdom

How to eSign a document: digital signature lawfulness for Business Termination Contract in United Kingdom

welcome everyone to our webinar on five essential contracts for your business my name's Sarah and I'm a practice leader in legal Visions corporate team I'm joined today by my colleague Olivia who is an associate in our corporate and Commercial team just before we begin we've just got a couple of quick housekeeping items to run through with you so after the webinar you will be emod a copy of the recording and the slides so don't worry too much about making detailed notes as we go through if you have any questions during the webinar please submit these in the chat box and we'll answer them at the end and please also complete the feedback survey after the webinar all attendees are also eligible to receive a free consultation with us to discuss how we can help you with contracts or any of your legal needs to request your free consultation just provide us with your contact details in the survey that will appear at the end so moving on to the main event today we will be discussing some of the key contracts that your business may need which we've identified as customer agreements corporate governance documents privacy documents employment agreements and supplier and contractor agreements so as mentioned earlier at the end of the webinar we will be answering some of your questions so do please feel free to submit them throughout using the chat function and we'll answer them at the end so now I'll pass over to my colleague Olivia to discuss the first of these essential contracts which is your customer agreements awesome thanks Sarah so first things first customer agreements so every business operates differently and it's important to make sure that you have a contract in place that accurately reflects how you work with your clients so consider do you have a clear easy to read and updated client agreement with your clients your agreement should be reflective of your clientele so consider whether you're working with consumers or B2B it should cover the main points so payments intellectual property liability and then customer and service provider obligations having a client agreement is extremely important because they ensure that both parties are on the same page about their contractual relationship they're used very useful to refer to in the event of resolving a dispute between the parties and they help limit your liability as a supplier I think also it's really important because it will help you sort of get less questions if there's clear information about returns refunds Etc so you'll hopefully be easier to manage your client relationships we see many clients who come to us with a dispute which often arises where there's no contract in place or the contract is inadequate and does not account for various issue issues such as non-payment by a customer and intellectual property rights which can definitely limit your ability to easily make a claim against your customer you'll need to have a terms of conditions on your website if your clients can sign up or purchase services from you through your website so for example if you're an e-commerce business you're selling a subscription software you're hiring equipment that can be booked online or accepting online bookings to your business whether that's a restaurant or other type of service when you're selling to Consumers as well so individuals who are buying from you not in the course of their business then there are additional requirements of what needs to be in your terms and conditions which is set out in the consumer rights act and other consumer laws consumer laws protect consumers by providing certain guarantees in relation to the quality of the goods services and digital content and this needs to be of satisfactory quality and fit for purpose needs to be as described and the services if providing a service will need to be provided with Duke due care and skill so providing consumers with mandatory remedies if the goods or services or digital content are not provided in ance with consumer laws is obviously going to be key and contracts will also make sort of unfair contract terms for non-enforceable so let's say you you sort of put a term in the contract which would be deemed an unfair contract term for consumers that will be avoiding unenforceable that will override your contract and consumer law also mandates other things such as providing consumers with a cooling off period typically that's um distance contracts so where someone purchases goods or services online they'll typically have a 14-day cooling off period so it's really important to cover that in your terms and conditions um you know consumer law sets out that in in some cases you can't exclude your liability so that needs to be really clear and um there's often information requirements that are mandated by the consumer laws to be included in customer contracts as well with consumers so these need to be in for in the consumer needs to be informed before entering into the contract so it's important these information requirements are set out in your customer contract um so I'll pass over to Sarah now to cover corporate governance documents thanks Liv so yeah as you can see from what Liv said it's really important particularly if you have consumer contracts that you do actually have a proper contract in place so looking more at the kind of corporate side and governance side of your company in your business so if you're running a business through a company structure and it's more than just you so you have more than one director you have more than one shareholder we really recommend that you set out the key Provisions as to how the company is going to be managed and how it's going to be operated in a set of governance documents so the main governance document is your articles of Association so all companies must have a set of Articles and they get filed at company's house so they are publicly available if you don't adopt a set of bespoke Articles then you'll have What's called the model articles of Association so these are just the standard set of rules that are found in a schedule to the company's act that will apply as the default position so the key legal areas that your articles should cover are firstly share rights so they'll set out the income they do Dividend rights Capital rights so that's what the shareholders would get if there's an exit event or a winding up of the business and the voting rights that attached to the shares you can create different classes of shares that will have different income capital and or voting rights and those separate share classes would be included in your articles the Articles also go into how shareholders make decisions so things like the Quorum for shareholder meetings and how decisions are passed equally bored decision making and board composition so do you want to have a minimum and or maximum number of directors on your board do any shareholders have an entrenched right to appoint a director for example if there's a Founder who's a shareholder should they always have the right to be on the board because as long as they hold a certain number of shares or just any shares what's the Quorum for your board meetings you know what's the minimum number of directors that need to turn up for that meeting to go ahead and how frequently do you want the board to meet the Articles will also have Provisions in there which really are to protect the company and protect the directors so for example to protect the directors there might be an Indemnity that's granted by the company in favor of the directors for conduct while they are acting in ance with that office and there may also be an ability for the company to require any shareholders who haven't paid up the full amount on their shares to pay that up if they don't they then forfeit the shares so yeah really important to have all of your key share rights particularly in your articles so the other main governance document which a lot of Founders would have heard of is the shareholders deed so this is a contract between the company and each of the shareholders and it actually sets out more personal rights that have been granted either to the company or to the shareholders so it sits alongside your articles of Association if there's anything in there which relates to the shares it really should be in your articles as well otherwise you get into territory where you may also need to file your shareholder seat at companies house often you don't want to do this because it has those more personal rights in there that you don't necessarily want to be publicly available so what do I mean when I say personal rights for example could be an information right so if the directors have agreed to give for example a certain investor particular information every quarter so they're going to get a quarterly report on how the business performing they're going to get management accounts you would put that right in your shareholders agreement also things like veto matters so if the founder or an investor director needs to make sure that they are involved with a particular material business decision and have a veto right over that then that will go in your shareholders agreement as well as any other authority levels so for example if there are certain decisions that actually you want a higher number of the directors to be able to have a say over if there are certain things that you want to escalate to shareholders above the board then that will all go in your shareholders agreement as well vesting Provisions are another important category of rights that are related to the shares but they don't attach to a particular share class they apply for a particular shareholder which is why they're in their shareholders agreement as more of a personal right so this is where Austin applies to Founders or key employees who hold shares so their shares may be subject to vesting over a certain period of time which means that if they leave before they're fully vested then some of their shares will lapse so it's a way that investors and other shareholders can tie key employee shareholders into working for the business for a certain amount of time if you want shareholders to sign up to a non-compete this is also the sort of right that would be in the shareholders agreement so the corporate governance documents can also be really useful for companies that have equal co-founders in particular so because they're you know you could have a situation where you have two directors who are equal shareholders their chance of ending up in a deadlock is increased because there's no clear person who can make a decision in the event that the directors aren't agreeing on something so again that's something that we recommend you would put in your shareholders deed so what happens in the event that their Founders aren't agreeing on the key matters um often it involves one buying out the other so they're the two key documents they're the sort of rights that you expect to put in them and I'll hand back over to Olivia now to talk you through privacy documents perfect thanks Sarah so in the UK businesses are required to comply with the data protection act which is also known as the UK gdpr so the gdpr sets out that you must be transparent about your privacy practices and inform individuals so your customers employees Etc sort of what you do with their personal data there are a number of obligations that you'll have under the gdpr as a business owner but today we're going to be focusing on two of the key sort of contracts or documents that you'll need that relate to privacy so firstly the privacy policy so it's not strictly a contract but if you collect personal data as a business it's required that you have a privacy policy in place so the gdpr specifically sets out what must be included in your privacy policy and not including all of this information would be a breach of the gdpr when we're talking about personal data we're talking about things that would identify individuals such as their name phone number you know IP address um you know contact information things that you would generally collect as a business in order to provide the goods or services that you would be providing so some of the things that will need to be in your privacy policy include information on your business your contact details you know how they can get in touch with you if there's any concerns the types of personal data you collect so again identifying what you collect from your customers and ensuring that's clear what you use that information for so is it to provide the service is it to provide to third parties make sure that's fairly clear um and details of an individual's rights under the gdpr so an individual will have entrenched rights under the gdpr such as the right to deletion of their personal data and you need to make them aware of those rights in your privacy policy your privacy policy should be freely and easily accessible so this is typically on a page on your website usually at the footer of your website or similar you should provide this to individuals whenever you collect their personal data as well so kind of give them access to the link to that privacy policy for example if you have a contact us form on your website you should let individuals know once they're filling out that form that you're handling their personal data in ance with your privacy policy and provide them with a clear link to that access to access that privacy policy privacy policies are a living documents so what that means is they really need to be an accurate representation of currently what you're doing in the business to protect and how you're dealing with personal data they should be regularly reviewed and updated we typically recommend at least once per year or obviously more frequent if you're changing the way you deal with personal data more frequently than that and you should also let your customers know uh when you change your privacy policy so cookies when you're using cookies on your website you must tell individuals that you use cookies you must explain what the cookies are doing and why and get that person's consent to store any non-essential cookie on their device and this is usually achieved with a cookie pop-up so am I talking about cookies these are obviously files that are placed into an individual's device such as their laptop or mobile phone when they're accessing typically your website or platform so in order to get that consent as I said you'll need a cookie pop-up so cookie pop-up should provide detailed information about what cookies you're using what they do and and you know that information and why you're using those cookies so this information can be displayed within the cookie pop-up or Banner or you may choose to link this in a separate cookie policy or in your privacy notice as well if your cookies are covered in there most businesses will be using cookies on their website so if you aren't sure whether you're using cookies you can chat to your developer or you can use a free cookie check tool online as well so another core privacy document is data processing agreements so if you collect information from your clients and you're choosing what you're doing with that personal data you're typically going to be categorized as a controller under the gdpr so if you then use suppliers to help you process that personal client personal data so for example a CRM provider and email marketing provider or something similar the gdpr states that you must have a data processing agreement in place with that supplier who will be considered a processor most large providers so if you're using a large Tech provider a large CRM they're going to have a data processing agreement available on their website for you to sign you won't be able to give them your version of the data processing agreement typically but for smaller providers where they either don't have a DPA standard DPA or they're happy to agree to yours you'll be required to provide them with this data processing agreement on the flip side if you're the processor so you're the technology company you know that's processing personal data that you receive from your clients um you know you will also be required to have a contract in place with your customers and if your customers haven't you know given you one you will likely want to have a standard data processing agreement in place as well so it's an obligation again that that this agreement is in place and that falls to the processor as well the information that is required to be put into a data processing agreement is stat is set out in the gdpr so there are set requirements of what needs to be included in this data processing agreement and this should include items such as how the processor should process personal data for how long and instructions on what the processor can do when processing that personal data there will also need to be standard contractual Clauses that are added to this data processing agreement if the data is Flowing outside of the UK um to a jurisdiction that's not been deemed an adequate jurisdiction by the Ico so there are standard contractual Clauses that also have to be um you know basically added to that DPA and it's really important to understand where the data is Flowing to a country that's not deemed in adequate jurisdiction because they will also need to be added on so those are the key privacy documents that you'll need to have in place as a business and so I'll pass back to Sarah who will chat through employment agreements and what you'll need in place there great thank you so employment if you're at the stage where you now have people working for your business it's really important to understand what legal status these people actually have so there are three main categories of workers one is employees one is workers and one is self-employed contractors the reason why it's important to work out which of your workers is a employee or worker or self-employed is because they all have different rights so you'll have different agreements that you want to enter into with each of them so firstly employees so if an individual is likely to be classed as an employee if they are required to work regularly unless they are on approved leave for example they don't have the option to refuse work and are expected to carry out work themselves then you have a category of a worker these are kind of sub categories of an employee so an individual is likely to be classed as a worker if their work for your company is just more casual and not regular so they can refuse work and then lastly you have the category of an independent contractor so these are self-employed persons they're usually in control of how and when they work for your company instead of paying them wages they'll just invoice your business to the fee for the job that they've done they're able to work for multiple companies and are able to send someone else to do the work for them if they can't so the reason why this is important to distinguish is because the class of worker with the most rights are employees so they for example have the right to national minimum wage sick leave and annual leave if someone's a worker they will still have employment rights such as the right to national minimum wage but generally they're not entitled to things like sick leave or family leave because they can just let you know that actually I'm not available for work today if someone is an employee or a worker and they started working for you after the 6th of April 2020 you legally now need to enter into an employment agreement with them and this needs to set out key mandatory information we recommend that you get this employment agreement signed before they start work and you may also want to give them an offer letter once they've been through a successful interview process so you make sure that you agree on the key terms of their employment under that offer letter before then going on to issue them with the Full Employment contract for them to sign so the key details that need to be included in an employment agreement are things such as details of the company that's employing them what their job title is where they're working it's in the place of work what you're paying them and any other benefits you're giving them or their pension entitlements are the hours are expected to work any training policies you have in place or annual leave they're getting how much notice they need to give for them to leave employment and what disciplinary grievance procedures that you have so if you do have a proper employment agreement in place this should hopefully help to reduce the risk of any employment claims or issues because you've set out really clearly exactly what that employee is entitled to what the role is they're doing and what happens if they have agreements we also recommend that you have a staff handbook this sets out the policies of your organization so things like an expense policy family friendly policies annual leave policies for example the process of how you take annual leave and how many days you're entitled to Etc so these can either be contractual or non-contractual so typically employers will have these as non-contractual so they'll be referred to in the employment agreement they'll be applicable to employees but they don't form part of the contract so you can more easily update them which you need to do every year to actually comply with employment law because um it's often changing on things like family friendly policies and annually things like that so if you're hiring somebody who's not an employee or a worker they are self-employed it's still important to have a contract in place with them just so you can be really clear on what you're actually expecting them to deliver to you you know how they're invoicing you Etc and Olivia's going to actually discuss this later on and when she talks about contractory agreements so I'll hand back to live now so she'll run you through the contracts you need if you have a supplier or a self-employed independent contractor perfect thanks Sarah so suppliers I think and obviously if you're going to be paying a supplier for either goods or services to help you run your business it's obviously very important to have a contract in place with those suppliers you know to ensure that there's some clear contractual rights set out so you know some common examples you know on the different you know types of suppliers you might have as a business so if you're a good space business you're maybe engaging manufacturers to manufacture those goods for you really important you have earning contract in place with your manufacturer you know you need to make sure that it covers things such as the manufacturer obligations who is responsible for shipping and delivery confidentiality so you're going to be providing them presumably with designs and other confidential information relating to your business um and also an obligation to fix defective products so if they ship out Goods to you which you then can't sell to your consumers or which are later defective and consumers make a claim against you you know ideally there will be rights to pass on you know that liability to the manufacturer if it's the fault of the manufacturer importantly as well things like intellectual property with a manufacturer key so things such as who actually owns the property in the designs um so can that manufacturer then go away and start manufacturing the same design for another company these are all really important things that you should be considering when engaging in manufacturer and documenting in a manufacturer's agreement similarly if you're a business a tech based business you may be engaging a developer to help build your app platform or other type of Technology so things like covering testing Milestones um you know what happens if they've designed for your creative for you has bugs are they responsible for repairing those at their cost these are all really important things to cover in a contract with a software developer intellectual property is a massive one again so ensuring that it's really clear who actually owns the code that's been you know uh created for you and what happens if you decide not to you know use that developer any further so are they going to be any issues with you taking that intellectual property away um and you know engaging a separate developer because that's obviously um typically where disputes arise as well as well as that and with software developers also should be really clear you know scope of work should be set out so what are you actually getting for the price um and and how is that price calculated um so often costs can inflate with software development so it's really clear that there are some clear parameters around cost in the uh the software development agreement some other typical types of um you know providers you may be using as a business to help you run your business you know client Management Systems you might be using marketing providers payroll software and you know team collaboration and communication platforms obviously these days businesses you know you can't operate without it obviously there's large third parties out there that will be um often you know you'll be purchasing their services on a subscription basis what we tend to find is obviously these larger businesses are able to impose their terms of conditions on smaller businesses but you're often signing up for a very long contract that may have lock-in Provisions um so really important you get that contract reviewed before you sign it just so you're aware of what you're signing up for and what happens you know if you can't sort of afford to keep going with that software subscription or you know there needs to be some changes made so yes often these providers will have their own SAS agreement or terms of conditions for you to accept so again we recommend that you get those reviewed and and just so you're aware of any unfavorable terms that may affect you and you know hopefully it's a case that you can negotiate those but at the very least if you can't you'll be aware of kind of what you're signing yourself up for client data is really important we've talked about privacy documents and one of those was a data processing agreement so in the in the context of you providing personal data that belongs to you or your employees with a supplier you're going to want to make sure that they're doing the right thing with that personal data so ensuring that there's a DPA in place will be really important so we're moving on to contractors um obviously Sarah's discussed you know employees and workers you know to help run your business there may be contractors you need to engage you know for their expertise um or to provide a specific you know type of good or service to you once you've adequately characterized and you've you know distinguished that you've got a genuine contractor that you're wanting to work with it's really important to put a contract in place with them so Geodude diligence make sure that they're the right fit for you and then it's important to put together a contractor agreement and this agreement should set out things like the contractor's responsibilities you know what you're engaging them for what's the agreed pricing structure here is it based on fixed fee hourly rate or is it Milestone based so once they hit a certain Milestone that's when they're entitled to payment intellectual property ownership typically you're going to want to own any intellectual property that a contractor creates for you in order to ensure that vaccines with the business and that should be set out in this contract termination rights so what happens if you no longer require their services how can you terminate and how much notice do you need to give this should be set out in the contractor agreement importantly in some other sort of legal more legal Clauses that um typically are very important but often sort of missed out of contracts of things like limitation to liability and indemnity Clauses so you really want to ensure that the contractor is responsible for the work that they're doing and you know that's all set out in a contract indemnities as well so if you're seeking promises that they'll pay you or cover your losses for something that they do wrong such as their breach of a Privacy Law their breach of another law you know you'll want to ensure that those indemnities are also included in the contract there may be a case as well that you're required to withhold a contractor's income tax and National Insurance now this comes under the ir35 rules so if the contractor you're engaging is working under a personal service company which means typically they're the sole director and shareholder but that may not always be the case but they're using that company to contract for their services that should raise a red flag to consider whether ir35 applies um and you know considering whether you need terms and conditions in the contract to cover that so there's different rules around ir35 depending on whether you're a small business or a medium to large business as well and again coming back to personal data we've obviously touched on it before but if your contract is going to have access to personal data of your employees customers Etc um you know it's obviously again really important that you have that set out on a data processing agreement and before you provide them with any access to personal data so all of these are really important uh contracts to have in place with your suppliers and contractors so that concludes the main part of our webinar and what I'll do is I'll pass back to Sarah to sort of chat through some other points and we'll answer your questions great thanks Liv so yeah hopefully you found that really helpful um we've also added on a supplier contracts checklist which you can find in the handout section of the webinar or also you can download it by scanning the QR code that you can see so this is kind of in a similar vein to what we'll be discussing before a checklist of the main Provisions that we recommend that you have in supplier contracts in particular we've also got an upcoming event that's related to what we've discussed today that might be of interest to you it's on Tuesday the 18th of July at 10 o'clock and it's all about the gdpr so ensuring that your business is compliant and you can register at the email address that's showing on your screen so we will answer any questions that you've submitted shortly but just while to give you give you a chance to submit them and while you're doing that we'll just take a minute to tell you about our membership at legal vision so legal Visions membership is a cost-effective alternative to expensive hourly rates that you experience with other law firms so how it works is for an affordable monthly fee you then get cross-certainty and all-inclusive legal services so this includes things like unlimited document reviewing and drafting so we can draft contracts for you and then review them things like any kind of commercial contracts as discussed on this webinar uh commercial releases any of your governance documents it includes unlimited legal advice consultations so we have a team of specialist lawyers including business structuring employment disputes and many more so you can jump on as many calls with them as you need if you have a quick legal question and also unlimited domestic trademark registration so the idea behind the membership is to support our clients so that they don't need to worry about the cost of lawyers again so think of it almost as having your own in-house Council so it will take care of your business as usual legal work so that you can then Focus just on running your business and if you are in-house Council our membership is also a cost effective solution for outsourcing any additional legal work so if you want to learn more about how a legal Vision membership could help your business you can request a free consultation when the survey appears at the end of the webinar so thanks for listening to that we'll now answer some of the questions um that's been sent through I think there were a few kind of pre-submitted ones as well um so the first one which I'll flip over to Olivia is it's quite a specific question um it was one of the ones that was asked in advance so what I'll say is we can give kind of a high level overview on the key things that we think should be considered um but not necessarily provide particular advice just because we would need to see the actual contract in place but the question is I have a contract with a U.S company which is a lab that processes blood tests for us they have put in a contract term that we can't sell a similar blood test for a term of 10 years after can they enforce this 10-year rule perfect thanks Sarah so excuse me in terms of um you know this question I guess it raises a really important point that um it is really important to get your contracts reviewed before signing just to make sure that there's nothing in there that's going to um potentially cause concern or trip you uploaded on the track um but on this question uh generally speaking restraints will need to be reasonable um and legitimately protect the interests of the business in order to be enforceable so I suppose it's a matter of assessing the entire context of the situation reviewing what the terms of the contract are and then assessing whether that type of restraint is going to actually be enforceable um I think in the context of this specific scenario I think it's a question as to okay whether this contract is governed by a U.S law in which case you're looking to the laws of um you know whichever State you know in the US this contract is governed by um uh separately is it governed by UK law and then in that case we can look at um you know whether that type of restraint would be enforceable um so yeah that's sort of a general overview of um how restraints are generally assessed um the next question that we've got um probably summarizes you know what we've discussed today um and that question is so what are the key documents and processes needed for setting up a new business so I imagine they're probably wanting to know what those priority documents are um so I'll pass over to Sarah to um to answer that question yeah sure so effectively in terms of key documents I think we've probably spoken about a lot of those today but processes is a good one to think about as well so you know going back really early stage you might have a business but you haven't kind of set up a company yet to actually operate that business through so looking at how you actually want to go into business are you happy just to be a sole Trader do you have sort of a general partnership with any business partners or actually is at the stage where it would be good to have a company set up so typically we recommend this because it helps for kind of liability limitation um perspective so if you entering into contracts for example it's the company that's party to those contracts and not you individually can also help if you're taking on employees and you've got other shareholders that you want to incentivize you can actually give them a share in your business by giving them shares in your company so it's much easier to sort of fundraise and award people with equity in that way so in terms of processes you would need to incorporate a company and it's relatively simple you can do this on the government website or it's something that we help clients with a lot people do trip up over kind of share numbers and nominal values paid off and shares quite a lot you typically see people recording a really really high amount that needs to be paid off in shares not realizing that that amount would then actually need to be paid off on chairs so that's something good to look out for um and also if you set up a company online all you get is the company and the company number you don't sort of get any documentation around that so again that's something that we help clients with a lot so things like putting together their company registers so that's a register of shareholders and directors and persons of significant control and then these need to get updated as and when there are changes made to your company structure also things like share certificates so for those shares that you're issuing on a corporation of your company you should be giving the shareholders certificates for those shares um looking beyond that you would put in place your bespoke articles and your shareholders agreement as we discussed earlier you know when you're looking um and actually entering into your first contract you're starting to trade perhaps and that will be what Liv touched on earlier with customer contracts and also supplier contracts you know as you're expanding you're taking on workers that would be looking at things like employment agreements like we spoke about earlier and as soon as you are getting a website up and running you need to be looking at your privacy policy and your cookie policy like Olivia went into earlier and just generally if you're taking any personal information from anyone then you need to be getting a privacy policy put into place so hopefully you'll think this presentation has sort of gone through um all of those agreements um in enough detail for you but obviously yeah there are some process elements around that so that was quite a helpful question to sort of summarize what we've discussed today um and then there's just one more question that's been asked I think and then we'll wrap up so what would happen if there was no contract in place so Liv do you want to perhaps take that one yeah happy too so I suppose typically you know this happens quite a bit we see from clients that come to us you know perhaps in a bit of a you know situation where they either need to get out of the contract or someone's bring to the contract and they actually don't know how to deal with it from there so what can often happen I guess if there's no contract in places that it becomes a situation where there's confusion or perhaps a dispute actually arises um and that relationship between the parties is no longer tenable um so in a dispute situation without a contract it can be difficult to you know prove what was agreed um you know it often becomes a bit of you know he said she said and that can inflate costs and make resolving the dispute you know more difficult um you know in the case of a company where there's no sort of shareholders deed in place you know it can be um you don't get quite messy in terms of okay who actually holds on to these shares here can we take these shares away um you know it's obviously a more complex situation and often what happens that we see is our clients come to us in a situation where they you know have a client that hasn't paid them and they can't show that they had a clear contract in place so you know if you're undertaking debt recovery you know you can send a letter of demand simply setting out the facts of the non-payment um which is quite easy to do or quite clear um in the event that there is a contract in place and a great contractual terms on things like how much was to be paid and when it was due by if you don't have that in place um it just makes it a little bit more difficult again to prove what was agreed between the parties and that can prolong the dispute resolution process another important one is liability so again people don't often think about liability until something goes wrong um contractually you can limit your liability um you know particularly in the context of a business to business contract you can limit your liability for things like consequential loss which are losses that arise that maybe aren't direct and you can cap your liability as well so you can cap your liability to an amount that would be agreed between the parties so that if something goes wrong the only amount you'll be liable for is what was agreed in the contract if you don't have a contract in place you won't have those contractual protections so in the event of a dispute you know there's going to be um you know no no Cup on your liability um and that can obviously cause Financial issues for the business um so overall um you know we recommend a contract for you know certainty and also limitation of liability uh protection as well um so hopefully that answered that question um and yeah I'll pass back over to Sarah to to wrap up great thanks very much so yeah hopefully you found this helpful today if you're kind of setting up a business or you've already set one up and you're thinking I need to probably get some contracts in place now I think I guess the key takeaway I would say Obviously we are lawyers we would say this but you know having a contract in place is going to be your number one thing that you can do to alleviate any potential problems down the line so thanks very much for joining today um it was great to talk to you and perhaps we'll speak to some of you if you sign up for one of our free consultations thanks have a good rest of your day