The General Data Protection Regulation (GDPR) imposes new obligations on data processors as well as controllers. As a software company selling hosted or SaaS (software as a service) solutions, there are things you need to think about now, to ensure you comply with GDPR. [Read more…]
The recent case of Wood v Capita Insurance Services Limited has highlighted the importance of clear, concise and unambiguous drafting of commercial contracts.
Wood v Capita Insurance Services Limited concerned a particular indemnity in a Share Purchase Agreement which the buyer of the company sought to enforce against the seller but ultimately failed. The buyer was purchasing the seller’s business which sold car insurance policies through comparison sites. After the business purchase had completed certain business practices came to light which the buyer alleged amounted to miss-selling to the company’s customers. [Read more…]
When applying for business finance, lenders often insist on a Personal Guarantee being given as a form of security for the loan. Personal Guarantees may also be requested by landlords and sometimes even suppliers. However, before agreeing to grant anyone a Personal Guarantee, it is vital that the guarantor (i.e. the person giving the guarantee) is aware of exactly what they are agreeing to individually.
In fact, in a finance situation, lenders often insist that a guarantor take independent legal advice to extinguish any future argument that the guarantor did not understand the terms or practical implications of entering into the Personal Guarantee. [Read more…]
Entering into commercial agreements is an everyday occurrence for many businesses. It is therefore crucial for business owners and management teams to understand exactly what obligations they are signing up to.
Typically, many of the contracts a business will enter into will reflect its offering and requirements and therefore be of a similar nature (for instance, supply of services and/or supply of goods agreements). It is however important to recognise that where perhaps similar in nature, the terms of contracts can vary considerably and may contain some unfamiliar terminology. [Read more…]
The online business sector is an ever expanding and important marketplace for businesses, offering ease and accessibility to millions of potential customers throughout the UK and the world.
However, before commencing any online business, a prudent business should ensure that it has carefully drafted terms and conditions to regulate the basis on which it sells to its customers. This is especially true if you are dealing with consumers as they benefit from a range of additional protections which don’t apply to business customers. It is therefore always important to be aware of the legal rights which your customers are entitled to. Every business relies on the value of its relationships and contracts with customers, but what happens if something goes wrong? If you don’t have robust terms and conditions drafted to protect your business’ position, then the consequences can be severe. [Read more…]
The Government has announced its plans to update and strengthen the UK’s data protection laws following Brexit through a new Data Protection Bill. The Data Protection Bill is intended to make it easier for individuals to investigate how their personal information is being used by businesses and greatly increase their power to use the “right to be forgotten”. The proposals are part of an overhaul of UK data protection laws drafted under Digital Minister, Matt Hancock.
“The new Data Protection Bill will give us one of the most robust, yet dynamic, set of data laws in the world,” said Mr Hancock in a statement.
“It will give people more control over their data, require more consent for its use, and prepare Britain for Brexit,” he added.
The Government has stated that their proposals included in the bill will:
- Make it easier for individuals to withdraw their consent for the use of personal data.
- Allow people to ask for their personal data held by businesses to be erased.
- Enable parents and guardians to give consent for their child’s data to be used.
- Require ‘explicit’ consent to be necessary for processing sensitive personal data.
- Expand the definition of ‘personal data’ to include IP addresses, internet cookies and DNA.
- Update and strengthen data protection law to reflect the changing nature and scope of the digital economy.
- Make it easier and free for individuals to require an organisation to disclose the personal data it holds about them.
- Make it easier for customers to move data between service providers.
The Data Protection Bill will place a strong burden on organisations to protect data and provides for significant fines if they fail to protect information or suffer a breach. In the UK, organisations that suffer a serious data breach could be fined up to £17m or 4% of global turnover whereas the current maximum fine for breaking data protection laws is £500,000.
If you co-own a business (whether as a company, LLP or partnership) your insurance broker, relationship manager or financial adviser may have talked to you about taking out business protection life policies backed up by cross-options. This article explains the purpose of business protection life policies supported by cross-options and how they work in summary.
Where a shareholder, partner or member (i.e. business owner) dies, life policies supported by cross-options enable the surviving business owners to fund the buyback of the deceased owner’s shares/interest in the business using the proceeds of the life policy (which will ultimately pass to the family of the deceased owner). The death of a co-owner is often unexpected and so the life policies remove the burden on the surviving owners of having to find the finance to purchase the deceased owner’s shares at short notice while also ensuring that the deceased’s estate gets value for their share/interest in the business.
Without exception, a well drafted contract should contain provisions for how parties can send notices under the agreement. Such clauses will normally stipulate the methods of communication allowed, where notice should be served and rules determining when notice will be deemed to have been served depending on the given circumstances.
The importance of these provisions are often overlooked, possibly due to their procedural nature, but any company that does so may find itself suffering costly implications which could have been easily avoided. The importance of following the agreed notice provision is highlighted in the recent judgment in Ticket2Final OU v Wigan Athletic AFC Ltd  EWHC where the court considered the application of such a provision.
Incorporating a simple limited company is only a few internet clicks away. For a small amount of time and expense, the owners of a business can benefit from limited liability and start operating immediately with their new company. However, although that is all that is needed to get up and running, there is a key element missing. A shareholders agreement is required to govern the relationship between the shareholders/owners and without one the business and its owners are exposed and vulnerable to problems that could bring about the end of the business.
Although a business can operate under a simple setup without issue, situations can eventually arise where it proves problematic. Whether there is a breakdown in relationships, disputes over other owners’ activities or an owner’s unfortunate death, a shareholders agreement is there to put in place rules and procedures to be followed should an issue arise.
Celebrity chef Gordon Ramsay has lost a High Court case over whether he should be personally liable for the rent on one of his London pubs.
A 25 year lease was entered into in 2007 for the York & Albany pub near Regent’s Park which included a guarantee which made the chef personally liable for the £640,000 annual rent. The lease was entered into at a time when Christopher Hutcheson, Gordon Ramsay’s father-in-law, was business manager for the chef’s group of companies and who was wholly responsible for the management of the chef’s various businesses. Mr Hutcheson was sacked in 2010.
Mr Ramsay claimed that his signature was forged using a signature machine, he was unaware of the details of the lease and accordingly should not be held liable for the guarantee which had been given on his behalf. The chef claimed that he felt “like a performing monkey” while Mr Hutcheson managed the growth of his multimillion pound culinary empire.