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Signing another business’s terms and conditions can seem non-negotiable, but some clauses may be open to discussion. Before agreeing, it’s worth knowing which terms could put your business at risk—and where you might push back. This article highlights key areas to review and practical tips for negotiation.
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Reviewing and negotiating another business’s standard terms and conditions can be difficult. Time constraints or a reluctance to challenge terms can often prevent businesses from addressing important issues.

However, even with limited time, it’s worth checking specific key points before signing. Some terms may also be open to negotiation. This article explores common clauses in standard business terms and conditions and how you might approach negotiating where you need to.

Your paragraThese are our standard Ts and Cs and cant be changed. This is a market standard clause and non negotiable. We wouldnt enforce this in practice but we need the wording for legal 1 - PaperRock Documents

A business will often present its standard terms and conditions (Ts and Cs) as non-negotiable and try to avoid discussions. They are typically printed in small, tightly packed text, making them harder to review.

Standard Ts and Cs are often presented late in the deal process when businesses are eager to move forward. The company being asked to sign may feel pressured to agree quickly, as those handling commercial discussions often don’t want legal negotiations to delay the transaction or “go live” date. As a result, lawyers or reviewers are often told, “Just flag any major issues.”

When concerns are raised, they are frequently met with unconvincing responses, such as:

  • “These are our standard Ts and Cs and can’t be changed.”
  • “This is a market-standard clause and non-negotiable.”
  • “We wouldn’t enforce this in practice, but we need the wording for legal protection.”

These justifications can make it difficult for the signing business to push back, allowing one-sided terms to remain simply because they have always been used.

Before signing another business’s Ts and Cs, it’s advantageous to know which terms might be negotiable. While some contracts seem rigid, businesses can often push back on unfair clauses. Below, we outline key areas to review and potential points for negotiation.

Getting the basic terms and conditions right

Start by confirming that key commercial details are accurate, including:

  • The full legal names of all parties.
  • A clear description of goods, services, and deliverables.
  • Pricing, discounts, and any additional agreed terms.

Contract Term & Termination

For service contracts and licences, check:

  • The initial contract period and whether it auto-renews.
  • If notice is required to terminate, who can give it, and how long the notice period is.
  • Any automatic price increases after renewal.

Financial Terms

Look for clauses on:

  • Deposits and upfront payments.
  • Payment deadlines and methods (e.g., direct debit).
  • Price adjustments—can the supplier increase costs, and do you have a right to object or terminate?
  • Interest on late payments.

Beyond the basics, there are other key terms worth reviewing. Some clauses, such as performance commitments or financial terms, may be heavily weighted in favour of the other party. If they seem unfair or overly restrictive, it’s worth questioning them—many suppliers expect some level of negotiation.

Performance & Service Levels

Suppliers may claim to meet strict service levels but:

  • Set them so low that they are rarely breached.
  • Make it difficult to claim compensation for poor service.
  • Offer refunds that don’t fairly reflect the service failure.

Check:

  • Whether performance levels are realistic and fair.
  • How compensation is calculated for failure.
  • If downtime (e.g., maintenance or third-party failures) is excluded from performance tracking.
  • How and when claims can be made.

Intellectual Property (IP)

Intellectual Property (IP)

For IP-related contracts, confirm:

  • Who owns the IP developed under the agreement.
  • Whether you as the client receive a licence or full ownership of IP which is developed for you under the contract.
  • If the right to use IP continues after termination, especially if you as the client funded its development.

If you are receiving a licence of IP from a supplier, check whether the supplier will indemnify you if a third party claims ownership of that IP or that your use infringes its IP.

Warranties & Liability Limits

Suppliers often try to:

  • Minimise warranties on their performance.
  • Cap liability at an unreasonably low amount.

Check that:

  • The contract includes meaningful warranties.
  • Any financial limits on liability are fair, considering the contract’s value.
  • Claim periods aren’t shorter than standard legal time limits, usually 6 years (from the date of breach) for contract claims under English law.

Restrictions on Hiring Staff

Service contracts may restrict you from hiring the supplier’s staff. If included, check:

  • That it applies only to those directly involved in the contract.
  • The restriction period—six months is standard; over 12 months is excessive.
  • Whether penalties (e.g., liquidated damages) are fair.
  • If exceptions exist (e.g., general job advertisements).

Termination Rights

Check:

  • Whether termination for breach applies only to certain specified breach circumstances or “material” breaches (what is material for these purposes is commonly left undefined).
  • If the defaulting party has time (e.g., 14–21 days) to fix the issue.
  • If termination rights are mutual or one-sided.
  • If the contract allows termination due to a change in the other party’s ownership.

Assignment & Disputes

  • Can you assign the contract? If selling your business, ensure you can transfer the agreement.
  • What dispute resolution process applies? Many contracts now require mediation before legal action.
  • If arbitration is required, check the rules, location, and costs involved.

Governing Law

Make sure the contract’s governing law and the court in which disputes will be heard is practical. Legal costs could be much higher if it requires resolving disputes under a foreign law or in foreign courts.  Try and change the governing law to English law and for disputes to be brought in the English courts, especially if the contract generally relates to goods or services to be sold or supplied in the UK.

In conclusion

While standard business terms and conditions may seem fixed, they are not always set in stone. Taking the time to review key clauses can help protect your business from unfair terms and hidden risks. Where possible, push back on provisions that could put you at a disadvantage. Even if full negotiation isn’t an option, understanding what you’re signing gives you the power to make informed decisions—and avoid costly surprises further down the line.

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