Off To See My Lawyer
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Get the terms of business that YOU want

June 23rd, 2014

As you may have gathered from previous newsletters, I am fond of unusual presents especially ones where you experience something different. To add to my experience of flying a jumbo jet (in a simulator of course!), I was recently given a voucher for the more grounded thrill of learning how to carve a wooden spoon.  Nowhere near as exciting I hear you say, but once our goblin-like teacher with a long wispy beard had explained that the knife we were about to use was so sharp it could in fact cut your finger off, he had my full attention!

We proceeded to start with a giant log which we honed down with the aid of a very sharp axe to the rough size of a spoon and then the whittling

Like lovely wooden spoons, t's & c's come in all shapes and sizes!

Like lovely wooden spoons, t’s & c’s come in all shapes and sizes!

started with our knives. Amazingly, as we gradually shaved off the outer bark and experimented with the various whittling techniques, the shape of a spoon began to emerge. Being a sailor at heart, I tried to emulate the hull of a boat for the bowl and surprised myself how satisfying it was to feel the round shape gradually develop due to my efforts alone.  The point I am getting to is that contracts and terms of business are just the same as a lump of wood and they too can be whittled down and shaped until they are in the shape you want them to be.  Many new business owners do not realise this.

I have come across several clients recently who have presented me with contracts that they have signed which were totally against them. They were virtually signing their entire business away. When I asked why on earth they had agreed to those terms, many confessed that they thought they had no choice. They were pre-printed and surely that was that. The answer, my friends, is absolutely NOT! Why do you think politicians and lawyers work through the night? Because they are negotiating the terms of a treaty or a contract with the other side and are not willing to back down until a fair deal is reached. They are whittling!

So my plea to you is that you can do the same. In any deal going forward, no matter how large or small you are, you should do the following:

  1. READ the contract from beginning to end ( this is your log to use the wood analogy!)
  2. Identify which bits you don’t like or don’t understand- the knots and bumps!
  3. Get out your ‘contract knife’ and chop and whittle away at them until you are happy with the terms. If you don’t know how, this is where a lawyer comes in. You tell him or her what it is you want and we do the rest.
  4. DO NOT SIGN until you are happy that you know and agree with the terms

Bigger businesses will often say it’s their terms or nothing else and then you have to weigh up how much you are willing to sacrifice to secure their business. You may decide it is worth it, but you should always go in with your EYES WIDE OPEN and know what it is you are committing to.

Be a savvy business owner and sharpen your knife!

How safe is the data on your laptop, smartphone….? Do you REALLY know?

June 15th, 2014

Virtually everyone is a “data controller” these days in the eyes of the law. You will be gathering personal details via your websites on your contact or newsletter sign up forms. You will be saving customer details on your PC’s and other devices and will therefore be highly likely subject to the Data Protection Act requirements. This sets out 7 key principles that you must comply with. One of those states the following:

Appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to,personal data”

Do you know what that actually entails? Does it mean just having a password on your device or installing a firewall? Do you need to encrypt all data, not allow staff to use their own devices….?

Only recently a staff member used a memory stick in the office and then forgot to take it with them when they left for home. The memory stick vanished and contained lots of sensitive data on children with special needs. The business was fined £80,000 even though the memory stick was never found or the information actually used as far as they were aware.

We can provide you with the basic tools to tell you what the key legal requirements are and what practical steps you can take from an IT point of view in our forthcoming webinar on 2nd July at 10 am. Do not wait until it is too late.

Protect your data!Copyright Brian Snelson

Protect your data!
Copyright Brian Snelson

Beware of the Companies House scam

June 9th, 2014

I recently filed my Annual Return with Companies House. In case you were not aware or are new to owning a limited company, Annual Returns need to be filed once a year and effectively are a snapshot of the company’s ownership. As a director it is your legal duty to file this document and if you don’t you may be looking at a nasty fine and even a criminal record! Filing is done easily on-line and you simply pay a fee of £13 to do so. See Companies House guide here for more details. Phishing-Scam

That aside, having filed mine, I received what I thought was an acknowledgment from Companies House and inviting me to open an attachment with a copy of the Annual Return in it. I am getting wise in my old age and sadly now double check EVERYTHING. Luckily I did as it was a scam and had I opened the attachment it would have triggered an awful virus into my system with heaven knows what consequences.

Differences are often hard to spot as in this case it seemed to be just hyphens eg ” web-filing@companies-house.gov.uk” compared to: “webfiling@companieshouse.gov.uk”. I understand from Companies House that they never attach zip files so that is also a good indicator

Bottom line: be ever so careful with every email and if in doubt, absolutely do NOT open any attachments.

PS Don’t rely on the email addresses I have quoted above as the scammers may have changed it yet again. Companies House have a list of the current scams with pictures of what fake emails look like. See here for more details. What a world we live in…..

Beware of the trademark scam

May 23rd, 2014

I recently applied to register a trademark with the Intellectual Property Office. Within a few weeks I received an offical letter from the ‘International Patent and Trademark Service’. It depicted my trademark, the classes I had applied for and was asking for 970 Euros. To all intents and purposes it looked like an invoice as part of the registration process. However, I knew I had already paid my fees and so on looking at the very small print in the letter, it emerged that it had absolutely nothing to do with my trademark registration and was a scam!

IPTSThe letter was actually an invitation from a company in Bratislava to part with 970 Euros in return for a listing on their database with no government connection whatsoever.

So once again the lesson is: always read the small print and if it doesn’t feel right, you are probably right.
Be a savvy entrepreneur!

£2,000 giveaway for advice- hurry!

February 25th, 2014

Did you know that your business may be entitled to a voucher for up to £2,000 from the government to help finance specialist business support?

Growth Voucher logoThe new Growth Voucher programme helps small businesses get expert advice on:

  • finance and cash flow
  • recruiting and developing staff
  • improving leadership and management skills
  • marketing, attracting and keeping customers
  • making the most of digital technology

and you will be pleased to know that this includes legal advice!

Provided your business meets certain key criteria and you are selected in the random selection process, you will receive a Growth Voucher for up to £2,000 to help finance specialist business support. You simply need to match the amount with your own funds.  The business support needs to be provided by an approved advisor listed in one handy Marketplace hosted by Enterprise Nation. Off to see my lawyer is an approved advisor too, so once you have your Growth Voucher, do feel free to call or email us.  Once you have been advised, you’ll be asked to take part in surveys to find out how the programme has helped you. It is as simple as that!

Details on how to apply:

There are around six stages in the Growth Voucher programme, depending on whether or not participants have been allocated a voucher.

Stage 1  Apply to join the programme on the gov.uk website.

Stage 2  Assessment of your advice needs, either by meeting with an adviser face-to-face or by completing an online questionnaire.

Stage 3: After completing the assessment, you will be given a suggestion about which area of strategic advice would be the most appropriate. You will be told, at this stage, whether or not you have been allocated a Growth Voucher.

Stage 4:You can then find a Growth Voucher adviser on the Enterprise Nation Marketplace.

Stage 5:Remember to agree on a price for the advice and check if it’s suitable to be subsidised using a Growth Voucher. Vouchers will cover up to half of the cost of paying for strategic advice up to a maximum of £2,000 (non-inclusive of VAT).

Stage 6: After receiving and paying for the advice, you then submit a claim for the subsidy. You have to provide evidence that the invoice has been paid and give details of the advice received. Claims will be processed on receipt and should be paid within 30 days.

NOTE: Growth Vouchers can only be used to obtain strategic advice that will help a business to grow. It will not subsidise activities such as building a new website or paying for membership of a professional body. DO check with your advisor before purchasing advice to ensure it qualifies for a subsidy.

How to stay best friends in business

February 13th, 2014

Chances are, you are one of the many entrepreneurs who have set up business with your best friend. One of you is the creative person, the other the more managerial type. Between you, you have the perfect skills to run your dream business and before you know where you are, the kitchen table has become your HQ and the business is flying along. “What could possibly go wrong”, I hear you ask? “We have known each other for years and don’t need a formal agreement with each other. There is already enough to think about just running the business. We have set up a limited company so what more do we need?” Shareholders Agreement, Staying Best Friends

The answer is that you need to remember that you two are the foundations of the business. You are investing every spare waking minute on it, possibly hard earned savings too, maybe even re-mortgaged your house. You may not necessarily fall out, but have you agreed what is to happen if:

  • One of you meets the partner of their dreams and wants to sail off into the sunset (keeping up the Valentine’s theme :lol: )?
  • There is a juicy offer on the table from an investor, but one of you doesn’t want to sell up?
  • One of you wants to invest in a major piece of equipment, but your friend disagrees?
  • There is the pitter-patter of little feet and your partner suddenly doesn’t pull her weight anymore..
  • Illness or worse strikes? Should your friend be able to leave his/her shares to her friends and family rather than you have first refusal?

A common issue in the case of 50:50 shareholders is that as time goes by, one person is doing the lion’s share of the work and the other is doing less and feelings of resentment start to creep in.  Suddenly it seems wrong that profits should be split equally and yet you don’t want to risk your friendship.

These are some of the many issues that are covered in a so-called “Shareholders Agreement”. It covers all eventualities that you may encounter while running the business and provides a game plan for you to follow. It may feel hard and possibly pessimistic to have to imagine the “what if’s”, but I promise you that dealing with these issues now, will truly make your business run more smoothly. To this end, I have created the “Staying Best Friends Pack”.  It consists of:

  • A 50:50 Shareholder Agreement template
  • Guidance notes to help you complete it
  • 30 minutes consultation
  • 2 hotline call @15 mins each valid for 6 months from purchase

All of this is now available in our ‘oven-ready document shop’ here

What is bring your own device (BYOD)?

February 7th, 2014

Many employees now own personal mobile devices (such as tablets, smartphones, laptops or notebook computers) that can be used for business purposes. Businesses are receiving an increasing number of requests to allow employees to use these devices at work.

BYOD benefits

BYOD can bring a number of benefits to businesses, including:

  • Increased flexibility and efficiency in working practices.
  • Improved employee morale and job satisfaction.
  • A reduction in business costs as employees invest in their own devices.

BYOD risks

The boom in BYOD has been matched with an upsurge in activity by criminals trying to exploit the data and intellectual property stored on personal mobile devices. The use of personal mobile devices for business purposes increases the risk of damage to a business’s:

  • IT resources and communications systems.
  • Confidential and proprietary information.                      BYOD-Pic
  • Corporate reputation.

Ownership of the device

Personal mobile devices are owned, maintained and supported by the user, rather than the business. This means that a business will have significantly less control over the device than it would normally have over a traditional corporately owned and provided device.

Securing data stored on the device

  • A business is responsible for protecting company data stored on personal mobile devices. Businesses should consider implementing security measures to prevent unauthorised or unlawful access to the business’s systems or company data, for example:
    • Requiring the use of a strong password to secure the device.
    • Using encryption to store data on the device securely.
    • Ensuring that access to the device is locked or data automatically deleted if an incorrect password is inputted too many times.
  • The business should ensure that its employees understand what type of data can be stored on a personal device and which type of data cannot. We can help you draft  a social media/BYOD Policy to this end.

Mobile Device Management

Mobile Device Management software allows a business to remotely manage and configure many aspects of personal mobile devices. Typical features include:

  • Automatically locking the device after a period of inactivity.
  • Executing a remote wipe of the device (make sure employees are aware which data might be automatically or remotely deleted and in which circumstances).
  • Preventing the installation of unapproved apps.

Monitoring use of the device

  • If a business wants to monitor employees’ use of personal mobile devices, it must:
    • make its  reasons for monitoring clear; and
    • explain the benefits the business expects will be delivered by monitoring (for example, preventing misuse of the device).
  • The business must ensure that monitoring technology remains proportionate and not excessive, especially during periods of personal use (for example, evenings and weekends).

Loss or theft of the device

  • The biggest cause of data loss is still the physical loss of a personal mobile device (for example, through theft or by being left on public transport).
  • Loss or theft of the device could lead to unauthorised or unlawful access to the business’s systems or company data. The business must ensure a process is in place for quickly and effectively revoking access to a device in the event that it is reported lost or stolen.
  • Businesses should consider registering devices with a remote locate and wipe facility to maintain confidentiality of the data in the event of a loss or theft.

Transferring data

  • BYOD arrangements generally involve the transfer of data between the personal mobile device and the business’ systems. This process can present risks, especially where it involves a large volume of sensitive information. Transferring the data via an encrypted channel offers the maximum protection.
  • Employees should be encouraged to avoid using public cloud-based sharing which have not been fully assessed. Businesses should consider providing guidance to employees on how to assess the security of wi-fi networks (such as those in hotels or cafes).

Departing employees

A business needs to think about how it will manage data held on an employee’s personal mobile device should the employee leave the business.

If you are a business owner and all this talk of data loss has left you wanting to reach for the bottle, maybe you had better throw a party and suggest people: “BYOB” ( Bring Your Own Bottle!)

Cheers!

Small business Saturday this weekend

December 5th, 2013

Small business saturdayStarted in the USA three years ago as a way to promote independent retailers in a country more known for its faceless strip malls, Small Business Saturday has since proved a great success across the pond; 2012’s iteration saw American shoppers spend £3.4bn in independent stores.

Now, thanks to efforts spearheaded by shadow business secretary Chukka Umunna, the American Express-sponsored event is coming to the UK for the first time on December 7, with hopes that British shoppers will be similarly galvanised into providing independent retailers with a much-needed boost during the busy Christmas season.

With backing from the Federation of Small Business, the Retail Trade Association, O2 and Dragons’ Den star James Caan, the one-day event will comprise a series of events championing small business up and down the UK, with Christmas markets, competitions and promotional events all planned. Interest and activity is building and it’s worth getting a sense of what’s happening on the initiative’s Facebook page.

To find out more,click here.

How to spot website scams

December 1st, 2013

I cannot beleve we fell for this, but I was in a rush and I wanted to buy some UGG boots as a gift. The website looked authentic enough and even had reviews from satisfied customers. However, when the boots arrived complete with the UGG logo on the heel, they instantly felt too light to be sheepskin which made us take a closer look. Turns out they were synthetic and completely fake. They even came with a care booklet that had an UGG original hologram sticker on it! Phishing-Scam

When we tried to contact the seller to return them and get our money back, surprise surprise, there was just an email address and the answer was no refunds. There was no actual company name or geographical address. How could I as a lawyer have overlooked that when it is the first thing I tell my clients to put on their websites?? I could have kicked myself. This is a LEGAL requirement precisely in order to avoid the situation I am in.

On contacting the post office to see who the sender was, again they had clearly covered up their tracks and there was no address. So it looks like we may have lost our money although Trading Standards are looking into the matter.

So what can you look out for?

  1. The website address: this is unusually long. For example the fake one is www.uggbootsoriginals.com.au  whereas the original one is www.uggaustralia.co.uk.
  2. Contact details: if there are none, don’t go near the site! By law there should be a full postal address.
  3. Website language: is the language good English or slightly odd or as if written by someone for whom English is a second language? You would not expect this from an English speaking company
  4. Legal terms & conditions: by law a website should have a Privacy Policy and Terms & Conditions of sale which at the very least should point out your legal right to return the goods under the Distance Selling Regulations.

And what can you do?

If you are lucky enought to have paid by credit card, then you may get your money back via the credit card company. If you pay by debit card, then that is not possible.

5 truths on using freelancers without a contract

December 1st, 2013

Many small businesses start off by using freelance contractors as and when needed rather than permanent employees. This makes perfect sense until one knows exactly what the business will need by way of help and whilst capital is still limited and unpredictable. HOWEVER, it does NOT mean that the agreement itself with the sub-contractor can be ignored and without one, a business could risk losing not just money, but its entire business! This is why:

  1. There is no implied duty of confidentiality owed by a self-employed consultant (as there would be for an employee). So all of your business information, client and supplier contacts that you may share with your contractor are exposed and free for them to use as they please! Therefore, it is important to impose express confidentiality obligations on the consultant which cover his/her activities both during and after the engagement.
  2. Everything created by the freelancer belongs to the freelancer-even if you have paid for it! For those businesses in the creative industry, it is vital to understand that if you sub-contract a creative project, the intellectual property rights (e.g. copyright) arising as a result of services provided will normally belong to the consultant and NOT to you. As you will usually want to take ownership of these rights, it is important to include specific assignment provisions in the consultancy agreement.
  3. They may not be insured. If the job or project you outsource would cause a big loss if the contactor gets it wrong, you can use the agreement to impose an obligation on the contactor to take out insurance to cover his/her liability and have added peace of mind.
  4. Unwitting overcommitment.Without an agreement, there is the risk that the terms between you and the sub-contractor are not at all clear and that statements you have made casually become legally binding.
  5. They may actually be an EMPLOYEE.You may be inadvertently creating an employer- employee relationship and not only have to account to the tax man for PAYE and NIC, but also face claims for maternity/paternity pay, unfair dismissal and redundancy claims if you do not follow the proper process!

If you need terms to get you started, we have a  Freelance Contractor Agreement in our ‘oven -ready’ document shop to put your mind at rest.

Freelance helpers