Woolley & Co E-Zine June 2005
Tips and ideas for keeping your business on the right side of the law


Welcome. This month we have advice on the legal aspects of buying IT software and systems and a couple of guest articles covering how to succeed on the internet and how to prepare your business for sale.

We welcome your feedback - if there is any particular legal issue you'd like to see covered send the details through to marketing@business-lawfirm.co.uk or if you have a question for one of our lawyers you can Ask A Lawyer on our website.

Andrew Woolley
Andrew Woolley, Senior Partner, Woolley & Co

Understanding the IT Contract you are signing
We sign, or make contracts all the time – but do we really understand what the details mean? If you are buying IT software or hardware systems you may be spending a significant amount so it’s really important that you understand the critical things to look out for.

A new article on the Woolley & Co website, Understanding the Contract you are Signing, explores the areas you need to consider and provides the following invaluable advice:

  • Ask to see the suppliers “draft” terms.
  • Make a note of all the basics that you’ve requested and agreed and cross-check your list against their terms.
  • Consider each of the points posed in this article.
  • Ask yourself the “what if’s” including the uncomfortable ones.
  • Ask for changes to the terms where you are concerned
  • If you are unsure do not sign before taking advice from someone who understands the law but also the business issues relating to your purchase and will make you aware of any potential risks you are taking.

Woolley & Co offer a fixed fee contract review service. Contact Andrew Woolley on 01789 267377 or by email.

Online Scams
It seems nothing is sacred in terms of online fraud. Most people are wise to the regular emails that come supposedly from banks asking people to confirm their username and password. But it seems Paypal (supposedly the bastion of secure online payments) are suffering the same fate.

Emails are doing the rounds which are ostensibly from Paypal asking for acknowledgement of password and login name. The problem with such emails are that like counterfeit money many appear genuine and with increasing sophistication are becoming harder and harder to detect. Commonsense caution pays dividends under these circumstances.

Family Business Matters
It has been widely reported that sales of family businesses are rising in the SME sector. Often a life’s work has been invested in the business and when owner retirement is being considered, the process of family succession or an alternative sale option becomes a critical event that many business owners fail to plan adequately for or know where to start without expert help.

‘Plan your Work then Work your Plan’ is a prudent maxim in this situation and it is vital that owners take early steps, supported by a professional ‘guiding hand’ to perform due diligence on their business both from an internal operations and external market perspective. This will help to maximise shareholder value, and project manage the sale to completion. Sale value goes far beyond just an assessment of the balance sheet as potential buyer and market appeal depends upon a wide variety of factors.

Ideally, planning should begin at least two years before the actual event and many business owners require expertise and sensitivity from a professional organisation who can specifically address the human and emotional as well as the practical issues. Concentric Partners are organising a series of seminars throughout the UK South from July 2005 to address this important area and any business owner considering this daunting but very rewarding task will benefit from attending.

For more information and bookings contact info@concentricpartners.com

Your Questions Answered
Pricing Error on the Web

Q - We sell jewellery from our website. Two weeks ago a colleague added a number of new products. Yesterday I discovered that 2 of them were incorrectly priced - instead of £99 they were priced at £9.99. We've taken a number of orders over the last few weeks, because there's on-line ordering on the site we've already accepted the orders, and payment. What are my obligations?

A - Ignoring legal theories, you have to deliver them. The key comment you’ve made is “accepted the orders”. That means there is a contract for you to deliver at the agreed price which was stated on the site. You will find in shops that sometimes you go up to the counter and they’ll say “Sorry this has been wrongly priced”. They can say this—the contract has not been made, they have not accepted it. That is different to your situation.

Your circumstances suggest an audit is needed of your site to explore your terms and conditions and how you process orders. Woolley & Co can provide a fixed fee legal audit of your site for £250 plus VAT. Contact Andrew Woolley on 01789 267377 or by email to discuss your requirements.

Steps Towards Online Success
Selecting web developers to work with can be a bit of a hit and miss affair.

The developers of the Woolley & Co websites www.business-lawfirm.co.uk and www.divorce-lawfirm.co.uk have provided e-zine readers with a simple checklist of things to discuss with web developers before you take the plunge.

  • Company history and status. You must be reassured that you are dealing with a company with a track record and one that can support your business now and in the future.
  • Their web solution. Satisfy yourself that the solution you choose will be easy for you to update and manage and attractive to users.
  • The development process. Make sure you understand how the site will be developed and at what stage you will be asked to review and approve the graphical design and page layouts.
  • Time scales and deadlines. Be wary of anyone who says they can develop a full ecommerce site within a few days or even a few weeks. You may either get an off-the-shelf solution, which may not suit your business or else they won’t actually meet the agreed timetable.
  • Intellectual property and rights. Explore with them who owns the code and what would happen if they went out of business or if for some reason you wanted someone else to continue the development of your site.
  • Reporting and management information. A good idea is to list all the information you will need to run your business effectively and ask the web developers whether you can obtain this information from the ‘back office’ function of your website.
  • Security and uptime. Understand how and where the site would be hosted and confirm the reliability, back-up and security systems.
  • Costs. Be aware of all initial costs and any on-going licenses, hosting or other fees.

Zarr Internet Services work with many businesses trading online and have produced an e-book The Recipe for A Successful Online Business which provides insider knowledge and tips to make sure an online business succeeds. Zarr are making copies of the e-book available to Woolley & Co readers – email Hannah@Zarr.com to request your copy today.

Last Dinner Event

28 June 2005 sees the final networking dinner at the Baraset, Stratford Upon Avon - until September.

Please contact Andrew Woolley for a booking form.


To find out more about these and other legal issues visit the Woolley & Co website at www.business-lawfirm.co.uk. The site also contains articles and back copies of our E-zine – which might be a useful place to start if you have a legal problem you need help with.

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