Q. I recently notified my business's telephone line suppliers that I was terminating their contract as they were too expensive. They said that under their standard terms and conditions I would have to pay them a termination charge equivalent to 3 years charges. Surely this is unfair? I have never even seen their terms and conditions and I didn't ever sign a contract. Do I have to pay this charge?
A. Whenever two parties enter into a business contract they are essentially free to negotiate any terms they wish. There is no general requirement for the terms to be in writing or to be "fair" and therefore, provided the terms were agreed at the outset, they will bind the parties (the position is different, incidentally, for consumer contracts where the law implies certain terms to protect consumers against commercial businesses ).
Naturally, one party cannot simply impose its standard terms and conditions upon another without the other's agreement and where terms are contained in an unsigned document (as here) the terms will only form part of the contract where it can be shown that reasonable steps were taken to bring these terms to the other party's attention before the contract was made.
Therefore, if the telephone company could show that you were made aware of these terms or referred to them before you entered into to the contract then they could argue, with some justification, that by entering into the arrangement with knowledge of the terms you were accepting the same. We suggest therefore that you gather together all paperwork and correspondence relating to this matter (in particular any marketing literature provided to you before you entered into the contract) in order that we review it for you. However, if what you say is correct and you were not notified of these terms or given the opportunity or referring to them, then it will be extremely difficult form the phone line supplier to claim the termination payment from you.
