Trading terms and conditions

Protect your business with trading terms that hold up when things go wrong.

Every time your business supplies goods or services, you are entering a contract. If you do not have clear written terms, the law will imply its own — and they may not reflect what you intended. Well-drafted trading terms and conditions define how you do business, limit your liability, establish your payment rights, and give you a clear path when a customer disputes, delays, or defaults.

What are trading terms and conditions and why do they matter?

Trading terms and conditions are the standard contractual framework that governs every transaction your business enters with customers. They define what is being supplied, how payment works, who bears risk if something goes wrong, and what remedies apply if either party fails to perform. For any business that supplies goods or services on a recurring basis, well-drafted terms are the most important piece of commercial documentation — because without them, the law fills the gaps on terms that may not favour you.

What should trading terms and conditions include?

Well-drafted trading terms should cover: the basis on which goods or services are supplied (including specifications and exclusions), payment terms and consequences of late or non-payment, title and risk provisions for goods, liability limitations and exclusions, warranties and consumer guarantee compliance, a dispute resolution process, and the governing law. The specific provisions that matter most depend on your business model and the nature of your customer relationships.

Are trading terms enforceable if a customer does not sign them?

Yes, in many cases. Terms can be incorporated into a contract by conduct, by reference (for example, a link to terms on an invoice or quote), or by prior course of dealing. The key is that the other party must have had a reasonable opportunity to read the terms before the contract was formed. We advise on the most appropriate acceptance mechanism for your business to ensure your terms are effectively incorporated.

What is the unfair contract terms regime and does it apply to my terms?

The unfair contract terms regime under the Competition and Consumer Act 2010 (Cth) applies to standard form contracts with consumers and small businesses. A term is unfair if it creates a significant imbalance in the parties’ rights, is not reasonably necessary to protect the legitimate interests of the party relying on it, and would cause detriment if applied. Unfair terms are void. The regime was significantly expanded in 2023 to cover more small business contracts and to impose civil penalties for including unfair terms.

How often should I update my trading terms?

Trading terms should be reviewed whenever your business model changes significantly, whenever there are relevant changes to consumer or commercial law, and at least every two to three years as a matter of good practice. The unfair contract terms amendments in 2023 were a significant trigger for many businesses to review existing terms.

Enforceable in a dispute

Terms drafted to hold up under scrutiny, not just sit in a drawer.

Tailored to your business

Not a generic template — terms that reflect how you actually trade.

ACL compliant

Terms that meet your obligations under the Australian Consumer Law.

Get trading terms that protect your business.

Talk to ADLV Law today for a no-obligation discussion.

Every transaction without proper terms is a risk you are taking unnecessarily.

Without clear trading terms, you are exposed on every transaction. Customers who default on payment have more room to dispute. Liability for defective goods or services is harder to limit. The absence of a clear dispute resolution clause means that any disagreement defaults to whatever the law provides — which may not favour you. The longer you trade without proper terms, the more transactions are completed on terms that do not protect your interests.

We will review your current trading terms or draft new terms from scratch.
We will advise on the key provisions your terms need given your specific business model and customer base.
We will ensure your terms comply with the Australian Consumer Law, including the unfair contract terms regime.
We will prepare a terms acceptance mechanism appropriate for your business — whether online, in writing, or by conduct.
We will advise on how to ensure your terms are effectively incorporated into your contracts.

When you are supplying goods or services without clear written terms

You are trading regularly — supplying products, delivering services, or both — and your terms of trade are either non-existent, copied from a competitor, or a document that has not been reviewed since the business started. You know the terms matter when a dispute arises, but you have not had the bandwidth to address it. You want terms that protect the business, that customers will actually be bound by, and that you can rely on in a dispute.

What's included in your trading terms and conditions service

Trading terms and conditions drafting or review.
Australian Consumer Law compliance check.
Payment, liability, and warranty provisions.
Dispute resolution and governing law clauses.
Terms acceptance mechanism advice.

Generic trading terms protect no one — least of all you.

Most businesses trade for years on terms that were never properly drafted. A template downloaded from the internet, terms copied from a competitor, or a standard form that pre-dates the current unfair contract terms regime. These terms create a false sense of security. When a customer defaults, disputes the quality of goods, or refuses to pay, the inadequacy of the underlying terms becomes apparent very quickly. At that point, enforcing your position is more expensive, more uncertain, and more dependent on what the law implies rather than what you actually agreed.

From inadequate terms to a document that works

We prepare trading terms that reflect how your business actually operates — the payment structure, the liability exposure, the warranty position, and the customer relationship. Every clause is drafted with the question of enforceability in mind. When the terms are in place and properly incorporated into your contracts, you have a clear, documented framework for every transaction. That framework protects your payment rights, limits your liability, and gives you a starting point that favours your position in any dispute.

Your trading terms roadmap.

From unprotected transactions to a clear, enforceable standard.

Scope and instructions

We take instructions on your business model, customer base, and the specific issues your current terms do not address.

Drafting and review

We prepare or review your terms, advise on key provisions, and ensure ACL compliance before circulating for your review.

Finalise and implement

We finalise the terms and advise on how to incorporate them effectively into your transactions going forward.

Commercial lawyers experienced in drafting and reviewing trading terms across a wide range of industries.

We know that trading terms feel like a back-office task until the moment they matter — and by then, it is often too late to fix them. Our team has drafted and reviewed trading terms for businesses of all sizes, from sole traders to large corporates, and we know what provisions make the difference in a dispute. We prepare terms you can actually use.

We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Get trading terms that protect your business.

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Trading terms and conditions

Protect your business with trading terms that hold up when things go wrong.

What are trading terms and conditions and why do they matter?

What should trading terms and conditions include?

Are trading terms enforceable if a customer does not sign them?

What is the unfair contract terms regime and does it apply to my terms?

How often should I update my trading terms?

Enforceable in a dispute

Tailored to your business

ACL compliant

Get trading terms that protect your business.

Every transaction without proper terms is a risk you are taking unnecessarily.

When you are supplying goods or services without clear written terms

What's included in your trading terms and conditions service

Generic trading terms protect no one — least of all you.

From inadequate terms to a document that works

From unprotected transactions to a clear, enforceable standard.

Scope and instructions

Drafting and review

Finalise and implement

Commercial lawyers experienced in drafting and reviewing trading terms across a wide range of industries.

We understand you want to know the cost, before we get started.

Our great lawyer guarantee

Take the time

Share our knowledge

Stick to our knitting

Work as one team

Fair pricing

It's your show

Get trading terms that protect your business.

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