About ContractStore

ContractStore produces contract templates and legal business documents for use in business. The idea is that you save money on legal costs by using templates and also by protecting your business against legal claims.

Employment Law Update

Our partner Moore Blatch has the latest updates in employment law for 2017, including:

  • New minimum wages from April
  • The immigration skills charge of £1,000 per worker or £364 for small employers and charities (April 2017)
  • The requirement for companies with more than 250 employees to publish gender pay gap information (expected 6 April 2017)
  • Uber will appeal the judgement on the ‘gig economy’ that was made last October

city driving photo

Gender Pay Gap

Moore Blatch reports that the following information will be required of employers from this April:

  • The difference between the mean pay of male and female employees.
  • The difference between the median pay of male and female employees.
  • The difference between the mean bonus pay paid to male and female employees between 5 April the previous year and 5 April in the current year.
  • The difference between the median bonus pay paid to male and female employees between 5 April the previous year and 5 April in the current year.
  • The proportions of male and female employees who were paid bonus pay.
  • The proportions of male and female full-pay relevant employees in various ‘quartile bands.’

The employer will have to publish the information both on a specific government website and on their own website. There are no enforcement provisions, but the explanatory note to the Regulations indicates that failure to comply constitutes an ‘unlawful act’, and this allows the Equality and Human Rights Commission to take enforcement action.

Read more at the Moore Blatch website

The ‘Gig Economy’

Last year Uber was challenged over the employment status of its 30000+ drivers in the UK. As work patterns change there is a need for new rules on what constitutes employment, as opposed to self-employment, which offers none of the protections and security to workers that employed status does.

The Law Society is now joining calls for employment law reform as detailed in this report from Moore Blatch.

Check If Your Website Complies With The Law

Does your website show all the information that is needed to comply with the law?

Our free Site Checker can give you the answer with a click of a button:  fill in the website URL and an email address, and you will receive a report with an assessment of your compliance. You can also check out other websites.  The Site Checker is available via our homepage and this link.

test photo

In recent years, a lot of new legislation has been introduced, both in the UK and the rest of Europe.  Much of this is designed to protect consumers when buying goods or services online.  But every trading company has to provide details of its company registration, address etc., and it is surprising that even some larger companies do not always fully comply.   Nor do the fraudsters.  Our Site Checker does not cover everything but it does deal with the basics for any company that is trading online.

For more information, we have articles on this blog dealing with the regulations in more detail:

Employment Law Update October 2016

Our partners Moore Blatch have several updates for us:

Read more updates and commentary at the Moore Blatch website.

Slavery in the UK, Brexit and more: Employment Law Update August 2016

 

chicken photo

Employers were chickening out of their duties to provide decent working conditions and payment. Photo by sponselli

 

 

 

 

 

 

 

 

 

 

Slavery in the UK

For the first time, a UK company has been found guilty under the Modern Slavery Act 2015 of unlawful treatment of workers. This supplier of eggs to the big supermarkets were failing to pay their trafficked workers as well as a range of other breaches.  Large sums are to be paid out, and big companies should note their obligation to check supply chains for slavery and trafficking in the UK. Read more on Slavery in the UK

What does Brexit mean for UK employment law?

Moore Blatch reports that “newly appointed Secretary of State for Exiting the EU David Davis has given a strong indication that existing employment law is unlikely to undergo radical change.” However, there is some uncertainty and EU workers are likely to be particularly affected once Article 50 is triggered.

Moore Blatch is urging local businesses which employ significant numbers of EU nationals, to plan for a worst case scenario, where EU nationals are no longer automatically able to work in the UK and are subject to the same points-based system currently applied to non-EU nationals.   Should this occur, locally the food and drinks and agriculture sectors could be hit hard as they, in particular, employ many EU workers and rely heavily on that workforce.

Read more on Brexit here and  advice for businesses here

 

 

Brexit for Business – How to Adjust Your Commercial Contracts and Agreements

Solicitor and ContractStore founder Giles Dixon has some useful pointers for updating your commercial contracts in the light of the UK Brexit vote.

brexit photoOn the Monday after the Referendum vote, I was asked to draft my first Brexit clause for a substantial long term services contract between a European and UK company that was being negotiated. So, although we have not yet left the EU, the potential legal implications of our likely withdrawal are already being felt.

As we do not know what agreement might be reached with the EU it is difficult to be too specific on how business and society will be affected.

But for starters, here are some possible issues that clients may want to consider when reviewing or negotiating their contracts:

  • Customs duties and tariffs: If these are introduced on trade between the UK and other EU countries, be sure to have some wording that says how they will affect the payment terms under the contract.
  • Personnel: If your contract involves sending a team of engineers to the UK from Europe (or vice versa), what happens if new visa requirements are introduced that make this difficult to achieve? And if you already employ citizens from other EU states, how might their status be affected if there is a change in immigration law?
  • Currency: Any contract involving pricing that has a currency risk should consider wording to deal with that risk. But if the impact of Brexit sees a continuing fall in the value of sterling (already down by around 10% against the USD), an escape clause or renegotiation provision could be essential.
  • Standards: If EU quality standards diverge from those in the UK, how might this affect manufactured products or the supply of services and whose standards will apply under your contract?
  • Trade Marks: Anyone who has registered an EU trade mark has protection throughout the 28 member states. If we leave, will that EU mark still give protection in the UK?

A material adverse circumstances clause can be a helpful device to deal with issues that might arise in future but are not identified when the contract is signed. But the difficulty with such a clause is in specifying what happens if a particular event occurs. An obligation to discuss and try to resolve the problem by good faith negotiation is the type of wording sometimes used, but it does not remove the uncertainty. So, where you can, you need to have wording that says what will happen if a situation arises – e.g. if new taxes are introduced on the supply of goods to Europe, these will be added to the price and payable by the customer.

Employment Law Update June 2016

Our partners Moore Blatch have several updates for us:

Read more updates and commentary at the Moore Blatch website.

Does Your Company Have Any ‘Persons with Significant Control’?

If so, you need to include their details in a new Register.

If you run a limited company, under new regulations, it is necessary to keep a register of people with significant control of the company. This register will be in addition to the register of directors and register of members.

The Regulations came into effect on 6th April 2016 and details have to be included in your annual statement at Companies House from 30th June 2016.

Persons With Significant Control

puppet master photo

You now have to record who pulls the strings in your company Photo by Greg Walters

A person with significant control (a PSC) is someone who:

• directly or indirectly holds more than 25% of the shares or voting rights of a company,
• directly or indirectly has the right to appoint or remove the majority of the directors, or
• has “significant influence or control” over the company itself, or over the activities of a trust or a firm which meets any of the other specified conditions in relation to the company (e.g. by holding more than 25% of the shares).

A person would exercise “significant influence or control” if for example he/she is not a member of the board of directors, but regularly or consistently directs or influences a significant section of the board, or is regularly consulted on board decisions and whose views influence decisions made by the board.

This would include a person who falls within the definition of “shadow director”. It can apply even if the individual is not aiming to gain economic benefits from the policies or activities of the company, trust or firm.

The PSC Register

The register has to contain the name, nationality, date of birth, usual country of residence and usual residential address of each individual who is a PSC plus the nature of their control and the date on which that person became registrable. A service address is also needed. The residential address will not appear on the public record.

Your company’s PSC register must not be left empty and you must take reasonable steps to determine whether any individual or any legal entity meets the conditions for being a PSC. Failure to do so is a criminal offence.

If there is nobody with significant influence, your register (and the information to Companies House) should say:
The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

Or, if you are still checking, it might say “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.

LLPs and Exemptions

Similar regulations apply to LLPs (limited liability partnerships).

There are exemptions for those who have influence in a purely professional capacity, such as a lawyer or accountant.

Why Is This Being Introduced?

The new regulations are part of the Government’s attempts to deal with tax evasion and money laundering and are part of a Europe-wide initiative.

Employment Law Update February 2016

The latest update from Moore Blatch is out now:

Employment Law Update August 2015

Newsletter from Moore Blatch employment lawyers

PDF newsletter from Moore Blatch employment lawyers

The latest from Moore Blatch includes:

  • The government’s Trade Union Bill, set to make it harder to start strike action
  • Justice Committee inquiry into legal fees and access to justice
  • Consultation open on the Gender Pay Gap
  • Key announcements from the last Budget
  • New Acas guides for employers

Read the briefing in full at Moore Blatch 

 

Consumer Rights Act: Digital Products

Digital products are now a fact of life, and new legislation is catching up

Digital products are now a fact of life, and new legislation is catching up

The new Consumer Rights law coming into force on 1st October 2015 is significant: it introduces new rights for consumers as well as consolidating a lot of existing legislation, and it applies to almost all contracts between traders and consumers. And for the first time, digital products are included specifically in the law.

These new provisions will affect everything from smartphone apps to streamed songs, movies, e-books, games, and business products such as design templates and even our own editable ready-made contracts.

Definitions

A ‘consumer’ is an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

A ‘trader’ is a person acting for purposes relating to that person’s trade, business, craft or profession and it includes public sector authorities and government departments.

Digital Content – A New Type of Product

This is the first legislation to establish standards for the supply of digital content which is defined as: “data which are produced and supplied in digital form”. (A somewhat circuitous definition, with questionable use of the word ‘data’ as a plural noun).

The law applies whether the digital content is paid for or is supplied free of charge with other goods and services which are paid for by the consumer.

Every contract for supply of digital content will now be treated as including a term that the digital content:

  • is of satisfactory quality,
  • matches its description and
  • matches any trial version that has been supplied and
  • complies with other information supplied by the trader – e,g. with regard to main characteristics, functionality and compatibility and
  • the trader has the right to supply it.

“Satisfactory quality” is the standard that a reasonable person would consider satisfactory taking account of the description, price and ‘all other relevant circumstances’ (which include any advert, labelling or public statement made by the trader, his representatives or the original producer of the digital content). The quality includes:

  • its state and condition
  • fitness for the purposes for which that kind of digital content is usually supplied
  • freedom from minor defects
  • safety
  • durability

If, before the contract is made, a consumer makes known to the trader a particular purpose for which the digital content is required, then it has to be fit for that purpose even if it is not usually supplied for that reason.

If the trader has the right to modify the digital content, then the satisfactory quality and other standards mentioned above apply also to the modifications.

Traders are required to provide a lot of pre-contract information to consumers – including price, payment, delivery, performance etc. under The Consumer Contracts (Information etc.) Regulations. All that information is now treated as a term of the contract. (See our previous article on those regulations)

Remedies where Digital Content does not Comply with these Terms

If digital content does not meet these standards, a consumer has a number of potential remedies:

  • Repair or replacement (unless this is not possible or is disproportionate compared to other remedies
  • A price reduction if (a) the trader has been asked for repair or replacement and failed to comply or (b) repair or replacement is not possible or is disproportionate. The reduction could amount to a full refund where appropriate.
  • A refund if the trader did not have the right to supply the digital content
  • A right to recover costs (up to the purchase price) incurred by the consumer as a result of the trader failing to supply all the pre-contract information required by the law
  • If the digital content causes damage to a device of the consumer or to other digital content of the consumer, the trader either has to repair the damage or pay compensation

These remedies do not prevent a consumer from claiming damages or some other remedy in court such as an order for specific performance of the contract. But recovering twice for the same loss is not allowed.

Links

  • The Consumer Rights Act can be found here.

ContractStore offers ready-made contract terms for digital products here: