In England and Wales, if you have written something, then the material you have written will be protected by copyright law. Copyright is an automatic right; there is no need to register it. You can protect your written materials by including a copyright notice on the materials (for example © Copyright shizl Limited, July 2024. All rights reserved).

However, if you have written the materials as part of your employment, then your employer will most likely own the copyright in those materials. This is quite a specialist area, so if you are concerned, you should take legal advice.

If you have written materials which you wish to share with someone else (such as a company) so you can discuss ways in which you can make money from the materials you have created, it is a good idea to have a confidentiality agreement (sometimes call a Non-Disclosure Agreement) in place with that person before you disclose your materials to that party. You can find a confidentiality agreement by searching for “Non-Disclosure Agreement” or “Confidentiality Agreement” on shizl.

Under UK data protection law, a controller is a person, company, or other body that determines the purposes and means of processing personal data. A processor is a as a person or organization that processes personal data on behalf of a controller.

A controller usually collects personal data from data subjects for a specific lawful purpose and determines how it wishes that personal data to be handled. A processor will usually carry out some sort of service for a data controller where that service involves the handling of the controller’s personal data. For example, if a company sells clothes to customer’s online, it will likely collect personal data from its customers, such as their name, address and email in order to deliver the clothes to the customer. It will be controller of its customer’s personal data. If that company engages a delivery company to deliver its clothes to customers on its behalf, then the delivery company will be provided with delivery information by the controller in order to deliver the items (i.e. the customer’s name and address). The delivery company will be a processor acting on behalf of the controller.

The term “processing” has a very broad definition in data protection law and includes handling, accessing, storing, viewing and using personal data.

It is really important you understand your responsibilities under data protection law and you can find out more information from the Information Commissioner’s website (www.ico.org.uk). If you are using processors to process personal data on your behalf you need to have a data processing agreement in place, or a contract setting out what is required of the processor. You can find a Data Processing Agreement on shizl. Also, our supplier contracts include data protection clauses.

Whilst the expression “Battle of the Forms” conjures up images of Games of Thrones, Lord of the Rings and 1066, this legal term is not quite as exciting as that! However, if you are a business which enters into contracts with other people (which is ALL businesses!) then you need to understand this expression and what it means for you.

The term “battle of the forms” refers to a situation in contract law where two parties are negotiating the terms of a contract, and each party attempts to impose its own standard terms and conditions on the other. This situation often arises in commercial transactions, especially where businesses exchange documents like purchase orders, quotations, and invoices, each containing different or conflicting terms.

Typically, one party makes an offer by sending a document (e.g., a purchase order) that includes its standard terms and conditions. The receiving party may respond with its own document (e.g., an order acknowledgment or invoice) that includes different terms, effectively making a counter-offer rather than accepting the original terms.

The problem arises when both parties proceed with the transaction believing that their own terms govern the contract, leading to a situation where the terms conflict. For example, one party’s terms might include a specific liability limitation, while the other party’s terms might have no such limitation or a broader one.

English law resolves the battle of the forms by determining which set of terms actually governs the contract. The general rule applied is that the last document sent before the contract begins (and which is not objected to by the other party) is considered to be the terms of the contract. This means that the last party to send their terms effectively “wins” the battle, as long as the other party proceeds with the contract without informing the other side that is has rejected those terms.

You need to be alert to parties seeking to impose their own terms. If a party responds to your contract offer with notice that their terms will govern the contract they have with you, we suggest getting in touch with that party (both in writing and verbally) so you can agree whose terms will govern the relationship. The only parties which benefit from contractual uncertainty are the lawyers trying to decide whose terms apply!

The answer to this depends very much on how you are operating your business and who is involved. There are various ways you can run a business; you can be a sole trader, a partnership or a limited company. Most people choose to run a business as limited company as this creates an independent legal entity, separate from the individual, which means the individual’s personal assets can be protected from any liabilities of the company (there are exceptions to this though, in the form of personal guarantees and similar things and when the behaviour of those running the company (directors) falls below what is expected of them as directors of a company (usually this is for serious matters)). If you are setting up as a limited company, you will need to formally incorporate your company with Companies House and you will need Articles of Association, which is a document which sets out the rules for running your business (unless you have bespoke professionally drafted Articles of Association, your company will be incorporated with the standard Model Articles by Companies House). If there is more than one shareholder in the business, then it is a good idea to have a Shareholder’s Agreement in place too. You can access our business starter pack on Shizl by searching for ‘start up docs’.

This depends on how you operate your business. Some self-employed individuals set up a limited company through which they provide their services. Others simply provide their services directly to a company. However you supply your services, it is critical you have a contract in place with the entities engaging you to provide services, as this sets out the key duties and responsibilities you have to the company, and makes it clear that you are engaged as a contractor of the company, not employed as an employee. If you would like a template consultancy agreement, we have a range of documents available on shizl to suit the various ways in which consultants provide their services.

It depends, but the answer is that yes, it will probably affect you. The GDPR is a piece of law which was established by the EU, but is now part of UK law in the form of the Data Protection Act 2018. It applies to any business which handles personal data (which is information about a living individual which allows that individual to be identified from that information). This would be data such as an individual’s name and address, or name and email address. If you collect this information then it is likely you are what is classed as a data controller. In this case you will need a Privacy Policy, which will appear on your website, which sets out what personal data you collect, why you collect it, and how you keep it safe and secure. It is a great document for demonstrating your compliance with data protection laws. You can find a Privacy Policy on shizl (just carry out a search for “Privacy Policy”).

If you have employees and/or you handle personal data on behalf of other people, such as your customers, then it is likely you will need an internal data protection policy so your staff know how to look after personal data and an employee privacy notice. You can access those documents on shizl, just do a search for “Data Protection Policy” and/or “Employee Privacy Notice”.

There are various legal documents you need to have in place if you want to employ someone in your business. Primarily you need to have a written contract of employment with each employee. The employment contract should include details about the employee’s (1) job title and job description; (2) start date; (3) hours of work; pay (salary, benefits and bonuses); (4) holidays and holiday pay; (5) sick pay; (6) notice period; and (7) disciplinary and grievance procedures. Secondly, you need to comply with data protection laws and have a privacy notice setting out how you will handle the employee’s personal data, and keep it safe and secure. Another legal document you may need to have in place, depending on the number of employees you have, is a Health and Safety Policy. You may also want to consider having an Employee Handbook; this is a useful document for outlining in one place the policies and procedures with which you expect your employees to comply, and also to provide the information you are legally obliged to give to employees. You can create all of these documents using shizl.

There are other things you need to consider when employing people, such as pensions, insurance and “right to work” checks. For more information we suggest you visit the ACAS website at www.acas.org.uk, or seek professional advice from an employment lawyer or HR expert.

A limited company is a legal entity in its own right, separate to its shareholders and directors. It is set up by one or more shareholders who are the ‘owners’ of the company and is run by it directors (who can be separate people to the shareholders however in small to medium sized companies it is often the same people). Being a legal entity a company can contract in its own name, own assets, borrow money, enter into contracts and employ people amongst other things.

Decision making in the company is by majority of votes by directors (in respect of decisions on the day to day running of the company) and by shareholders in respect of a limited number of decisions that need shareholder approval. It is therefore always advisable to have a shareholders’ agreement if there is more than one shareholder so that you can agree how the company is to be run.

First and foremost, a limited company shields the assets of the owners (shareholders) from creditors of the company. The company itself is responsible for its own acts or omissions (other than in limited circumstances such as where individuals personally guarantee the liabilities of the company) so that the liability of each shareholder is limited to the amount that he or she has agreed to pay to the company for his or her shares.

A limited company is by far the most common way of carrying on business as it is a separate legal entity to its owners (see FAQ: What is a limited company?) and gives flexibility as to who can own the company allowing it to be bought and sold and acquire other businesses. It also has the advantage being able to borrow money and grant security over its assets. A limited company is taxed differently to individuals and you should seek advice of an accountant or tax adviser on how companies are taxed and how this may impact you as a shareholder.

The process of setting up a company is straight forward and can be done online at Companies House. Companies House provides a step by step guide and (currently) charges £12 for the incorporation of the company.

It is important to plan who is going to be involved in the company before you start, such as who will be the directors and shareholders (they will each need to agree to be a shareholder/ director), how many shares each shareholder will own and where the registered office of the company is going to be (this is the official address for the company although it doesn’t need to be where the company trades from). Most of the information that you submit to incorporate the company will be publicly available to view once the company is set up and for this reason some people chose to use an address different to their home address for the registered office (for example their accountants) so that their home address is kept private.

A partnership is defined by law (Partnership Act 1890) as ‘Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.’
This does not include shareholders of a company merely because they are shareholders together.

A partnership can therefore be formed by the conduct of carrying on a business in common and unlike a limited company, a partnership is not a separate legal entity. Partnerships need to be treated with care as in general terms they have unlimited liability so that if the partnership cannot pay its debts, the partners will be personally liable for the debts of the partnership.

The Partnership Act sets out the default rules for partnerships, however each business is different and as such it is highly recommended that the partners enter into a partnership agreement which governs their relationship and how the partnership will be conducted.

Partnerships have different tax treatment to companies and advice from an accountant or tax adviser should be sought before considering this option. As a result of the unlimited liability characteristic of a partnership, a limited company is more often the favoured way of conducting business.

There are three types of partnership, being a general partnership (see FAQ: What is a partnership?), a limited liability partnership (LLP) and a limited partnership (LP).

The principal difference between the types of partnership are that an LLP is a separate legal entity and enjoys limited liability of its members in a similar way to limited companies. An LP is more similar to a general partnership and must have one or more general partners (who have unlimited liability) and one or more limited partners (who cannot be involved in running the business).

A sole trader is an individual who carries on business on his or her own. Unlike a limited company, the sole trader is not a separate legal entity and the individual is therefore personally responsible and liable for their actions (or omissions) with unlimited liability.

There aren’t the same formalities involved in carrying on business as a sole trader compared with a limited company and it is the choice of many starting out in business. As the business of a sole trader grows, the sole trader often takes steps to transfer the business into a limited company in order to enjoy future limited liability protection and the other advantages that a limited company brings (see FAQ: What are the benefits of a limited company?). Specialist advice should be sought for transferring the business of a sole trader into the limited company.

Articles of association are the constitution of the company (i.e. the default ‘rules’ of the company). Each company is required to have articles of association and most companies have Model Articles which are automatically adopted at Companies House when a company is incorporated. Every shareholder is automatically bound by the provisions of the articles of association by virtue of holding shares.

For companies with more than one shareholder, it is often worthwhile for the company to adopt more bespoke drafted articles of association which fit better with the intentions of the shareholders of the company rather than the ‘one size fits all’ Model Articles.

For companies with more than one shareholder, its is strongly advised that the shareholders enter into a shareholders’ agreement.

The shareholders’ agreement is a contract where the shareholders agree on how the company is to be run and how the shareholders will conduct themselves in the course of the business of the company. There are no end of matters that can be covered by a shareholders’ agreement such as, who can be appointed as a director, what the purpose of the company is, whether certain fundamental decisions in the company should require a certain majority of shareholders to agree before they can take place, confidentiality, restrictions on acting in competition, access to information and accounts to name a few.

Strictly speaking – no. However, documenting the terms of the loan (for example, the amount, the interest rate you want to charge (if any) and when you expect to be repaid) is the best way to ensure that everyone is on the same page and understands the basis on which you have made the loan. A simple document at the outset can help avoid a costly fall out in the future and, in the event of a failure by the company to repay the loan when expected, can help protect you.

There is no law in place which states you have to have terms and conditions in place to trade with other people. However, they provide great protection should you find yourself in a dispute with a customer or a supplier. Essentially terms and conditions are the “rules of trading” between two parties. If a dispute arises between the parties, it is relatively easy to determine if someone has ‘broken the rules of trading’, which can often mean that the dispute is swiftly resolved. This will save lots of money for both parties in terms of time and expense in dealing with the dispute. If there are no written terms and conditions in place, then the law sets out what the “rules of trading” are between the parties. These laws are contained in statutes and also in “common law”, which is the law established by the English and Welsh legal system (by judges who decide the outcome of legal cases) when interpreting statutory laws. The main exception to this is when you are trading with consumers. There are a number of laws which protect consumers, with which businesses who trade with consumers must comply.

If you have insurance in place (such as product liability or professional indemnity insurance) it is likely a condition of that insurance that you have written contracts (such as terms and conditions) in place with the people you are doing business with. You can access a range of template terms and conditions, which are suitable for doing business with other businesses and consumers, on shizl. Just do a search on “terms and conditions” to find what you need.

An employee has a contract of employment, works under employer control, enjoys statutory employment rights, and is paid via PAYE.

A consultant is self-employed or works through a limited company, has greater control over work, is responsible for their own taxes, and does not receive employee benefits or protections. Consultants can be referred to as subcontractors, contractors or freelancers.

Determining whether someone is an employee or consultant is important for tax, legal, and regulatory purposes, and it’s crucial to structure the relationship correctly from the start.

An employee is afforded lots of rights and protections by law, whereas consultants do not benefit from such protections. However, a consultant has complete autonomy over how they work, which an employee does not. Issues arise where a consultant works in a manner which is similar to an employee, but does not pay the required tax and NIC due to them being engaged as a ‘consultant’. This is often referred to as an IR35 issue or risk.

Under English employment law, there is also a third category to consider, which is “worker”. A worker is someone who works under a contract of employment or other contract where they undertake to do or perform work personally for another party. The critical factor is personal service. The worker must agree to provide their services personally; it is not possible for them to send a substitute in their place.

This is a complex area and is it important you understand the law in this area if it applies to your business. You can find our more information from ACAS at www.acas.org.uk, or take advice from an employment lawyer or HR expert.

IR35 is legislation which is aimed at preventing “disguised employment”. This is where contractors or consultants work in a manner similar to an employee, but operate through a limited company or personal service company (PSC) to benefit from lower tax rates. Essentially, IR35 is designed to ensure that individuals who would be classed as employees if they were working directly for a company, pay similar tax and National Insurance Contributions (NICs) as employees.

Key Elements of IR35 are as follows:

• – If a contractor is deemed to be operating as an employee (disguised employment), they are considered to be “inside IR35.” In this case, the contractor must pay Income Tax and National Insurance similar to an employee.
• – If the contractor is genuinely self-employed, meaning they operate with more autonomy and risk, they are “outside IR35.” They can then benefit from more favourable tax rules, such as paying themselves via dividends, resulting in a lower tax burden.

IR35 applies to individuals who work through a limited company but would be considered employees if the limited company didn’t exist. The status of whether someone falls inside or outside IR35 depends on a range of factors, including control, choice of work, substitution and risk. So:

1. 1. Who controls what, how, when, and where the work is done? If the client has a lot of control, it’s more like an employment relationship.
2. 2. Is the client obliged to offer work, and is the contractor obliged to accept it? Employees typically have this mutuality, while genuine contractors do not.
3. 3. Can the contractor send someone else to do the work (a substitute)? If the contractor is required to carry out the work personally, this may indicate employment.
4. 4. Contractors typically assume some financial risk (e.g., no pay if the work is late or substandard). Employees generally don’t bear the same financial risks.

You can enter into a verbal contract with another party, but there are risks associated with this. Many people (and there’s no judgement here, we are those people!) struggle to remember what they had for lunch and where the TV remote is currently languishing. So remembering the terms of trade one party agreed with another party is difficult. There is also the age old problem of “recollections may vary”. If you have a verbal contract with someone, and you fall out, the first challenge is proving what was agreed which can be incredibly difficult and costly!. The second challenge is that the law will ‘fill in the gaps’ which may or may not work to your advantage. The third challenge is that your insurers may take issue with the fact that you have no written contract in place (it is usually a condition of insurance that any contracts in place are in writing), so you may find you inadvertently invalidate your insurance cover.

Written contracts set out the rules the parties have agreed to trade upon. As any lawyer will tell you, prevention is better than cure, and that statement is never truer than when it comes to contractual disputes relating to a verbal agreement. It is far better to have some written terms of trade in place from the outset of a commercial relationship, rather than trying to agree what the rules are when you reach a dispute situation.