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IT contracts are complex and often contain terms and conditions you may not be familiar with in the daily conduct of your company’s business. When taking on a licence for a new piece of software, or having software or an IT system, including a website, developed for you, it is important that you first read and consider it carefully.
Ally Law member firms are experienced in reviewing contracts for clients who are looking to implement or have developed software, websites, or new IT systems of all sizes and descriptions. Member Edwin Coe LLP, based in London, has prepared a non-exhaustive primer of concepts to consider when reviewing your IT contract and here are some of its suggestions:
1. Does the contract actually say what you have agreed? This is especially important if you having software or a website designed for you or you are licensing software for a particular purpose.
2. Does it include everything promised? If the salesman’s pitches or tenders are not referenced or repeated in the contract, then they are likely to be very difficult to rely on once the contract has been signed.
3. Who owns the intellectual property? If you are having software (or anything else) developed for you, then you should ensure that the intellectual property will be owned by you.
4. Will the supplier have access to personal data? If the supplier will have access to any of your or your clients’ personal data then you must make sure that the supplier complies with the applicable data protection legislation. Virtually all countries now have specific personal data protection laws.
5. How easily can the contract be terminated? You may well want the right to get out of the contract if, for example, the needs of your business change.
6. Is liability overly limited? You need to ensure that the cap of potential liability for the supplier is not too low bearing in mind the likely consequences and impact on your business if anything does go wrong.
Your business has IT needs specific to your industry, product, customer base, and the way in which you wish to conduct business. In addition, local and federal laws from your base of business as well as other countries in which you may do business will attach to your IT program – noncompliance with such laws and regulations can end up costly. Talk with your Ally Law member firm contract professionals before entering any IT contract to assure you and your business are having your business needs met. For more information about our services in this area, contact us at yourally@ally-law.com.
Click here for the complete article by Nick Phillips of Ally Law member Edwin Coe LLP.
