We’ve all done it – scrolled to the bottom of a page, ticked a box, and clicked “Accept” without reading a word of what we just agreed to; from free Wi-Fi logins to online subscriptions to supplier portals. In many cases, we’re accepting legally binding terms without fully understanding the consequences.

For businesses, this can be far more than a bad habit; it can be a costly mistake.

Whether you’re agreeing to someone else’s terms, or issuing your own, here’s what’s often overlooked and why it matters more than you think.

What Are Terms And Conditions And Why Do They Matter?

Terms & Conditions (T&Cs) are the rules that govern a commercial relationship, whether between a business and its customers, clients, users, or suppliers. They might not look like traditional contracts, but legally, they often are.

T&Cs commonly cover:

· Payment terms

· Delivery obligations

· Cancellation rights

· Warranties and liabilities

· Intellectual property rights

· Data protection and privacy

· Dispute resolution and governing law

If something goes wrong, your T&Cs are usually the first document anyone will look at, so getting them right is key.

Common Clauses You Might Be Agreeing To Without Realising

Many businesses sign up to platforms, services or suppliers without properly reviewing their standard terms. Here are some clauses often hidden in the small print:

1. Limitation of Liability

This clause caps the provider’s responsibility if something goes wrong. It may exclude key types of loss (like loss of profit or data) or cap liability at a minimal

figure. If you don’t spot this, you may find that you’re left with no meaningful recourse if things go wrong.

2. Automatic Renewal

Some services auto-renew unless cancelled by a specific date, often hidden in lengthy T&Cs. Missing this could mean being tied into another contract period you didn’t plan for.

3. Unilateral Changes

T&Cs may allow the provider to change terms (including pricing or service levels) without notice. If you’re not reviewing updated terms, you might agree to new conditions without realising.

4. Indemnity Clauses

Indemnities often shift legal and financial risk onto your business. These clauses can make you liable for third-party claims or breaches, sometimes with no limit.

5. Governing Law and Jurisdiction

A clause stating that the contract is governed by foreign law can result in complex, expensive cross-border legal issues if a dispute arises.

What Should Be in Your Terms & Conditions?

When you issue your own T&Cs, whether on a website, during onboarding, or as part of a service agreement, it’s not just about being covered legally. It’s about being clear, enforceable, and fair.

Key clauses every business should consider include:

· Clear payment and refund terms: Avoid ambiguity and reduce late payments or disputes.

· Service scope and delivery timelines: Define exactly what’s being provided and when.

· Limitation of liability: Protect your business from unlimited exposure.

· IP ownership: Ensure clarity over who owns content, branding, software, or data.

· Termination rights: Set out how either party can end the relationship.

· Data protection obligations: Stay compliant with UK GDPR and be transparent with users.

· Dispute resolution: Decide in advance how issues will be handled (e.g. mediation, courts, location).

How We Can Help

Berry Smith’s Commercial Law team regularly supports businesses by:

· Drafting tailored, commercially sound T&Cs for products, platforms, and services

· Reviewing third-party terms before you accept them

· Updating T&Cs to reflect legal developments or business changes

· Ensuring compliance with privacy, consumer protection, and e-commerce laws

Berry Smith’s Bottom Line

You may not read every T&C you click, but your business can’t afford to ignore them.

Terms & Conditions may look like legal small print, but they carry big legal consequences. Whether you’re accepting someone else’s terms or issuing your own, they should be properly reviewed, clearly drafted, and aligned with your commercial goals.

If you’d like us to review your current T&Cs, help draft new ones, or advise on a supplier’s small print before you click “accept”, our Commercial Law team is here to help.