Our Legal Services
We bring a unique combination of skills and experience with our legal expertise to assist businesses with particular focus on:
Contracts and Agreements
We create properly constructed contracts to avoid subsequent disputes. Failure to identify key contractual risks is a major cause of lack of success in many projects and a cause of business failure.
We can draft documents to the specific client’s unique requirements. Sometimes it may be possible to adapt a client’s existing document. In all cases we will discuss the key provisions with the client to ensure the meaning and practical effects are clear.
Many years of ‘hands-on’ UK and international contract negotiation experience means that we are uniquely suited to perform this role for clients, either as part of a team or with specific delegated responsibility. Often this approach will allow clients to avoid being seen to be ‘difficult’ themselves and so help to maintain cordial relations with their customer or key supplier.
Often clients will simply be presented with a contract and asked to sign it. We can examine the document, explain its terms and practical effects in plain english and advise what points need clarification or amendment. We recognize that contracts have a value in relation to the business they represent. A practical approach is necessary.
Terms & Conditions
Standard trading terms & conditions for your business, website and for online trading.
Standard Terms and Conditions of Trading
Essential for all businesses to trade securely, avoid problems and protect cashflow, every business should have their own standard terms and conditions under which they will carry out their trading. It is vital that these are as ‘watertight’ as possible and are tailored to suit the needs of your specific business. Our bespoke but affordable service brings a unique combination of legal expertise and practical experience to the creation of your own standard trading terms and conditions of business.
Website Terms & Conditions
You want to encourage visitors to your business’s website. It is important however that visitors are subject to legal ‘rules’ over what they can and can’t do with the site and its content – and that you are suitably protected. Additionally, having professional website terms and conditions will be a factor in visitor’s assessment of your business credibility. You may be surprised how little it could cost to have your own website terms and conditions created by us.
Online Trading Terms & Conditions
If you are going to be offering the facility for customers to buy from you online, there are many legal requirements which must be complied with. You will need appropriate online terms and conditions which embody these legal requirements and protect your business in a practical and user friendly manner which won’t turn customers off. Speak to us about how we could tailor just the right online trading terms and conditions for your business.
Selling your business
Disposing of a business that you have built and operated can be one of the most stressful – yet potentially rewarding – of life’s experiences. Business sales can be by way of a disposal of the shares in the business or through the sale of the assets (including goodwill) in the business.
In both cases the process works much the same way, though the contractual paperwork will be different in each case. Also, in an asset sale where the business is continuing as a going concern, there could be issues such as:-
– Contracts to be novated or assigned
– Leases to be assigned
– TUPE considerations to deal with.
Buying a business or its assets
The process and issues involved in buying a business, whether by way of share purchase or asset purchase, will be the same as when selling a business, though the principal concern this time will be ‘no surprises please’ when the purchase is complete!
Shareholder Agreements and bespoke Articles
A shareholder Agreement is a legally binding arrangement entered into between each of the shareholders in a company by which they agree how their relationship as shareholders will be regulated. It can cover many issues which the company’s Articles will not cover, and unlike the Articles, it is a private document.
Most new companies are formed using the Companies House standard (‘model’) Articles. These are usually adequate for start-ups but if a company wishes to do anything ‘non-standard’, it must get bespoke Articles drawn up. A common reason for doing this is if there is a need for different classes of shares, with different rights as to for example dividends or voting rights.
We can advise you and help with the legal documentation for:-
– Companies Limited by shares or by guarantee
– Community Interest Companies (‘CIC’s”)
For companies limited by shares, we can also help with shareholding and ownership restructuring exercises.
An Enterprise Management Incentive (“EMI”) scheme is an approved employee share scheme that is available to most trading companies, allowing employers to grant share options to key employee’s in a tax efficient way, as a reward for their efforts within the business and/or to retain and incentivise key staff.
Setting up an EMI scheme requires an accountant’s input as well as legal assistance. We can fulfil the legal role by providing requisite advice and drawing up all the legal paperwork which would be required.
Ensuring you identify, protect and optimise the intellectual property of your business.
Exploit Your Intellectual Property
Businesses exist and operate in a knowledge economy. Ensuring you identify, protect and where possible exploit the intellectual property of your business is vitally important.
We can assist with:
- Trade marks advice and registration
- Patents advice
- Copyright advice
- Designs rights and know-how
- Assignments and licences
- Confidentiality agreements
IT and Technology Legal Services
For example hardware and technical support agreements and software licences.
Drafting of Technology Contracts
We will carry out the drafting, negotiation and/or review of technology-specific contracts and agreements including for:
- procurement and supply or sale of IT systems
- hardware and technical support agreements
- maintenance agreements
- systems integration agreements
- software licences
- distributor agreements
- outsourcing contracts
- web development agreements
- website terms and conditions
- e-commerce and online trading terms
In addition we offer advice on website-specific matters such as:
- incorporation of legally required information for visitors
- compliance with Data Protection legislation
- protection of copyright & other forms of intellectual property
In this Information Age, compliance with data protection legislation is not optional….
It is difficult to do business without processing personal data, whether it is data concerning customers, contacts or employees. The rules governing the processing of personal data are extensive and there is an increasing focus on privacy and data protection in the UK and elsewhere. Everyone will have heard about the EU General Data Protection Regulation (GDPR) and on the back of that there is a new UK Data Protection Act 2018.
Non-compliance with the rules risks prosecution and compensation claims. In addition however, a proactive approach to data protection can be a useful method of demonstrating credibility in the market place.
We can advise on the practical implications of the data protection legislation including:
- website compliance
- data sharing
- Processing or sharing data overseas (non-EEA countries)
- reviewing, updating or drafting your data protection policy
- privacy policies
Freedom of Information
Freedom of information legislation in Scotland and England provides new rights of access to information held by public authorities, though with some exceptions. There are rules which must be followed when accessing as well as when providing the information. Increasingly business are realising that ‘information is power’ and accessing information held can provide a significant commercial advantage in many situations such as when tendering.
We can assist with advice and practical help both with accessing information and responding to requests.
How we work with you
Flexibility is the key. The following business arrangements are examples of how we can do business together:-
‘On board’ – an initial fact finding and familiarisation meeting, ‘money laundering’ formalities completed and an agreement entered into. Thereafter, an unlimited telephone helpline service will be provided in return for a monthly retainer.
‘As required’ – no pre-existing agreement, no helpline, no retainer, services sought as and when a need arises – and fixed price agreed.
‘Team member ‘ – pre-arranged, regular supply of certain number of hours per week/month, which can be at client’s premises.
‘Pre-purchase block’ – block of discounted time purchased, used as required.
We strive to:
- offer a tailored service by applying real life practical experience gained in industry
- provide a value for money, timely, appropriate and personal service
- build a long term relationship with the client, to provide appropriate and effective advice as the client’s business grows.
- place an emphasis on face to face service and understanding of the client’s business
To underline our interest in the long term business relationship with our clients we offer regular legal/commercial reviews or ‘health checks’ free of charge.
What our customers say
I used Gavin for the purchase of the business, as well as the lease. I found him very easy to work with, he clearly understood the situation, and his charges were exceptionally reasonable. I would not hesitate to recommend him.
John McKee, Director, Hanover Healthfoods
At Clerwood Legal we only offer services for businesses, focusing on what we are good at and conscientiously referring clients to other sources of expertise when we judge that that is in the client’s interests.
This means that you get:
- A free initial consultation
- Tailored advice at a fixed cost
- Face to face bespoke advice
“The help and support I received from Gavin when setting up the West End Consortium was invaluable. He skilfully guided my business partner and I through the creation of our members agreement and Memorandum of Association, His depth and breadth of experience helped us take or business proposition through to the formulation of the West End Consortium. Post set up, Gavin has continued to be an invaluable source of ongoing advice and support. I would highly recommend Gavin to others who are thinking about setting up a new company/cooperative. “
— Catherine Thomson, Director, West End Consortium Limited
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“I used Gavin for the purchase of the business, as well as the lease. I found him very easy to work with, he clearly understood the situation, and his charges were exceptionally reasonable. I would not hesitate to recommend him.”
John McKee, Director, Hanover Healthfoods