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Planning for the end of a contract

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Imagine a contract you entered into is not going as expected and you want to terminate. All you want is to get out of this contract but, if not terminated properly, this could end up causing you more issues than necessary. Ending a contract cleanly is,...

What are the options for funding a management buyout?

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If you have been presented with an opportunity for a potential management buyout (MBO) at the company where you work, and you believe there is a strong future for the business, then one of your first and most pressing considerations will be the funding. ...

Is your partnership agreement still fit for purpose?

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As a business owner in partnership with others, you probably took great care to consider the key issues and agree a carefully worded partnership agreement at the formation of your business.  But once signed, has this important document been filed away...

The role of NDAs and confidentiality clauses for a new supplier

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When appointing a new supplier there is often a dilemma over the issue of confidentiality. How do you strike the balance between sharing enough information to obtain the best deal without jeopardising confidential business information?   It is...

Top tips for negotiating a successful MBO sale

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If you are planning to sell your business to your management team, agreeing the terms of the deal is just the beginning. It is vital that you manage the management buyout (MBO) process from start to finish as you would any major project. At each stage there...

Promises, promises - when do you have a legally binding contract?

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While some business transactions are quick and simple, many involve protracted negotiations as you shop around for the best provider of goods or services and negotiate hard to get the best terms and conditions. Some businesses in your supply chain may have a...

Key considerations for the structure of a new joint venture

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Joint ventures – choosing the right structure and whether to incorporate As a business owner preparing for a joint venture, you and your potential partner will need to decide how best to structure the business arrangement so that it provides the...

Solar panels - generating electricity on your commercial building

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Commercial landlords are increasingly keen to show that their buildings are sustainable.  With energy prices high and continuing uncertainty in the global energy markets, producing renewable energy on commercial buildings is more attractive than ever....

Controlling business risk with indemnities and clauses

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Indemnities and limited liability clauses are often the most negotiated provisions in business contracts. It is a fine balance between agreeing appropriate risk and allocating protections, while at the same time remaining reasonable in order to conclude the...

Preparing your business for sale to an MBO team

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If you are planning to sell your business, one option might be a management buyout (MBO) if you think the current management team could be interested in buying you out. Planning well ahead will help to ensure that the MBO team is right for the deal, that...

Key legal issues when operating a subscription service

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With predictable revenue streams, it is understandable why a subscription business is attractive. Recent years have seen the launch of various innovations, such as monthly recipe boxes, coffee pods or health products, with numerous digital apps adding to...

Why your terms & conditions may be letting you down

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A robust set of terms and conditions are essential for every business, allowing you to clearly outline the products or services you are selling, the terms on which you are selling them, and the steps that will be taken if things go wrong. Not only is it...

Due diligence when acquiring a business

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If you have spotted a great business acquisition opportunity and the headline figures look superb, how do you know that you will be getting the value and benefits in the deal that you had hoped for? The key lies in the quality and depth of the due diligence...

Should you drag along or tag along as an investor?

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Becoming a minority shareholder or investor in a business may lead you to believe that, given the limited rights you will have, there are not many important considerations to take into account. However, even a minority investor needs to protect their...

Resolving a dispute on a breach of a contractual warranty

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Warranties and indemnities are routinely included in commercial agreements. Their aim is to provide a right of redress where representations or contract-critical information has been provided by one party to another, and this turns out to be inaccurate or...

Planning for success in a partnership merger

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Where there is a good cultural alignment, a merger can offer numerous benefits to two smaller partnerships, particularly in terms of sharing costs and resources, and access to economies of scale while potentially also reducing competition. ‘There are...

Could a trade mark protect your business on social media?

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While social media can be hugely beneficial for many businesses, it is not without its problems. Organisations have had to adapt to deal with unfavourable reviews, account hacking, data protection breaches, fake accounts and impersonation, use of their brand...

Removing a partner in a business who is obstructive

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When you work in partnership with someone, you need to trust them implicitly. You also need a shared vision, a common business plan, and clarity over your respective roles and responsibilities as you strive to achieve your objectives.  But what happens...

What to look out for when buying shares in a business

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Investment in another business may be part of your business growth strategy, especially if you operate in the same market or supply chain. Acquiring a slice of the pie through the purchase of shares is one way to secure such an investment and may seem...

Business planning and the importance of making a will

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A will is an important part of everybody’s legal planning no matter your circumstances, but for anyone who is in business a well written will is vital to ensure the minimum disruption after your death. Whether you are a sole practitioner, a partner in...

Pitfalls to avoid when commissioning bespoke software

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If you want software that is unique to your business, and which is specifically designed to meet your operational needs, then the commissioning of a bespoke solution is almost certainly the way to go. However, to ensure that your vision marries up to what is...

Crowdfunding as an alternative financing option

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Early-stage businesses often struggle to secure cost-effective funding and sometimes it may be tempting to look to alternative solutions, such as crowdfunding. It can serve different purposes all at the same time: raising capital, marketing, engaging...

Options for directors on a breach of the duty of good faith

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‘With great power comes great responsibility.’ This is an old adage that some say dates back to the first century BC, and which is as relevant today as it was at the time it was first conceived. It is particularly relevant in the context of...

Negotiating a commercial finance agreement

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If you need a cash injection for your business to help with growth costs, or to fund the purchase of plant and equipment, diversification, or expansion, then you will need to think carefully about the finance options open to you and their potential pros and...

Could your business benefit from a business angel?

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Early-stage businesses often struggle to secure cost-effective funding, but sometimes funding alone is not enough to help them thrive, especially when expertise is critical to success. A business angel can provide both, and this could be a good solution to...

Clarity on dates and time limits in commercial contracts

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Have you ever signed a contract which seemed to be perfectly clear, straightforward and reasonable at the time it was agreed, but which later turned out to be ambiguous in important respects or which gave rise to unintended and arguably unfair results? If...

Facing an investigation for Covid-related business fraud?

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In response to the coronavirus pandemic, the Government made an unprecedented financial support package available for struggling businesses. Millions of enterprises took advantage of the help on offer, but because of the speed with which the various schemes...

Liability of individual partners for partnership debts

Neil Largan
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Running a business through a traditional partnership has many advantages, including the ability to keep financial information confidential, less onerous compliance with statutory rules for companies, and transparent tax treatment where partners are only...

How green is your supply chain?

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Becoming or working towards being a greener business is nothing new, but the pressures are mounting to take environmental issues more seriously as an important corporate responsibility, and to show real action and commitment beyond just marketing puff. ...

Success in outsourcing key services

Ian Barnard
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As your business grows, instead of taking on more staff, you may decide to outsource certain services either on a temporary or more permanent basis. There is almost no limit to the type of services that can be outsourced nowadays, from manufacturing and drop...

Buying a business: are you getting shares or asset?

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The opportunity to purchase a competing or complimentary business provides an important route to expansion, but it is important to be clear about what exactly you are acquiring in a business - whether this is via shares or assets. It is crucial that any...

Advice if you are asked to give evidence at court for a business

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Businesses may need to send someone to court for a variety of reasons; from recovering an unpaid debt or contractual overpayment, to defending a personal injury claim or tax action brought against them by HMRC. Whatever the circumstances, there will be a...

Paid too much for an overvalued business?

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When the New York Times announced in February 2022 that they had bought the popular free to play word game Wordle for a seven-figure sum, there were a few raised eyebrows. How could a game that was only launched a few months earlier, which has never...

Buying or selling a business? It pays to agree key terms upfront

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Adrenalin may be running high if you are on the verge of buying a business or selling the company you have built from scratch.  You may have already sought professional advice regarding the company valuation but there are other critical issues on which...

Restrictive covenants and development sites

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Even the most promising development can be knocked off course if the land is subject to a restrictive covenant.  Restrictions of this sort can prevent land being built on or being used for specific purposes for many years, even if the development has...

Setting up in business as a partnership

Ian Barnard
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Setting up a new business is an exciting time, and there are a thousand things to think about, but if you are launching your new venture with one or more other colleagues it is imperative to decide in advance how you are going to structure it legally. One...

Business disputes

Neil Largan
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Contractual rights v tortious remedies When a problem arises in a business relationship, many people mistakenly believe that the only thing they need to check in order to ascertain their respective rights and obligations will be the terms of any contract...

Risks and rewards with a personal guarantee

Ian Barnard
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The most common reason why a director will be required to provide a personal guarantee is because a lender or supplier perceives a level of risk in your business. Perhaps the lender is not confident that your business cash flow is liquid enough to fulfil its...

Buying an asset-based business - what to look out for?

Ian Barnard
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If you are contemplating buying another business, then you will have been suitably impressed with the sale particulars.  But these do not tell the whole story and when you decide to acquire the assets of a business you will want to satisfy yourself that...

Protecting your business if you lose mental capacity

Sharon Richardson
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With people seeking greater flexibility and a better work-life balance, small and medium-sized businesses (SMEs) now account for over 90 per cent of all private businesses in the UK. ‘ Launching and building your new startup is an exciting time and...

Excluding or limiting liability in B2B terms and conditions

Ian Barnard
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Setting out the terms upon which you provide your goods or services to another business will reduce the risk of a dispute by making clear the expectations on either side. But what if a dispute arises and a client or customer claims that they have suffered a...

Correcting a mistake in a commercial agreement

Neil Largan
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'Never interrupt your enemy when he is making a mistake,’ said Napoleon Bonaparte, and many a business advantage has been achieved by not pointing out a mistake or an omission by the other side in a deal or negotiation.  But what can you do if...

Commercial property considerations for damage by insured risks

Ian Barnard
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Commercial landlords rely on insurance to cover the cost of repairing damage to their investment property beyond normal wear and tear, and business tenants expect a rent holiday if they cannot use their premises.  Many commercial landlords and tenants,...

New director-member joining your company?

Ian Barnard
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Time to review your shareholder agreement If you are planning to appoint a new director to work in your business who will also acquire shares in your company then, as well as drawing up a service level agreement to govern their employment, you will also...

New 'scope of duty of care' test in professional negligence claims

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Greater damages likely under new ‘scope of duty of care’ test in professional negligence claims.   In June 2021, the Supreme Court issued a judgment which has the potential to make it easier for clients who have received negligent...

Winding up and closing down a company cleanly

Ian Barnard
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While many founders and business owners will implement succession plans to sell or pass their business to a new generation of owners, sometimes it is clear that you have reached the end of the road and the best decision is to call it a day and close the...

What is a business Lasting Power of Attorney

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You may have heard about someone looking after their elderly parent’s finances and affairs using a Lasting Power of Attorney (LPA), but there are other occasions when it makes sense to have an LPA in place. In our personal lives we tend to...

Can I terminate a contract for late payment or a missed deadline

Neil Largan
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With the coronavirus still disrupting supply chains and causing financial difficulties, it is unsurprising that some trading partners are unable to meet their contractual obligations to provide goods, services, or remittance within previously agreed...

Business checklist for admitting a new partner

Ian Barnard
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If you have decided that the time has come to admit a new member to your partnership, then there are a number of important steps that you will need to take in preparation.     To help you plan, partnership law expert Ian Barnard, Director...

Obligations under a full repairing and insuring commercial lease

Ian Barnard
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Keeping commercial property insured and in good repair is important for both landlords and tenants, but for slightly different reasons.  The tenant wants to be able to run a business from a well-maintained property.  The landlord’s chief...

Can I challenge excessive charges imposed for breach of contract

Neil Largan
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It is not unusual for business contracts to include a provision which requires compensation to be paid, by one party to another, in the event that certain terms are not complied with.  But are you obliged to make payment under such a provision where a...

Ecommerce refresher for retailers trading online in the UK

Ian Barnard
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Ecommerce is a fast-moving medium for retailers and, whether you have an established online presence or are just starting out, a periodic review of changes in the law and trading regulations can help ensure your business runs smoothly.     ...

Considerations for landowners relating to legal rights around water drainage and sewers

Ian Barnard
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Water, drainage, and sewers might be out of sight, but should not be out of mind for commercial property owners . The legal rights relating to water drainage in the UK are complex and important, especially for properties prone to flooding.  ...

Secrets of success in manufacturing agreements

Ian Barnard
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Relationships with manufacturers can become the backbone of your business in the long term, which is why it is important to have legal agreements in place that will grow with these relationships.   ‘B efore any contract conversations even begin,...

Ten key negotiating points when taking a new commercial lease

Ian Barnard
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When a landlord and tenant try to settle the terms for a new commercial lease, each party will have clear objectives.  The landlord wants a secure income stream and confidence that the property will be left in good condition at the end of the...

Legal advice on the sale or purchase of a business

Ian Barnard
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Selling a business ? Make sure you clear out any skeletons first.   Preparation is the key to success with most things in life and is particularly important when you are trying to attract a buyer for your business.  This is because any potential...

Halting court proceedings against my business

Neil Largan
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Can I halt court proceedings against my business, if no attempt made to resolve matters outside court first?    Where a dispute arises in business, it is always preferable if it can be resolved without the need to go to court. That is why an...

Extending your commercial property

Ian Barnard
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If your business is expanding, you may have outgrown your current premises.  Before you start looking for a new site, it is worth investigating whether you could extend your existing property.  Depending on the site and the nature of your building,...

Site assembly for development

Ian Barnard
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If you have a great idea for developing a piece of unused land, you may find that you need to get control of some neighbouring property to provide access or just to make the development large enough to be financially viable.  Assembling a site can be...

Best practice when using subcontractors

Ian Barnard
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Whether you are planning on using subcontractors for a one-off project or on a long-term basis, there are several steps you can take to safeguard both your business and business relationships.   Subcontractor checks ‘ The first step is to carry...

Resolving a commercial lease dispute in a recession

Neil Largan
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With the UK economy currently in the deepest recession since records began, disputes between landlords and tenants are beginning to rise as pressure mounts on commercial occupiers to find ways to diversify and slash overheads in order to survive...

Defending a claim that you breached your duties as a director

Neil Largan
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It is the thing that all company directors dread – the prospect of a claim of an alleged breach of duty – for this can give rise to personal liability or can result in the imposition of criminal sanctions or a director’s disqualification...

The key legal issues to take you from startup to scale up

Ian Barnard
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Starting any new business comes with a steep learning curve, especially as a founder when you often find yourself wearing all the management hats. This is why it is important to deal with the core legal issues early, so that when the time comes to scale up,...

Legal tips for optimising the sale value of commercial property

Ian Barnard
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If you are reviewing your commercial property portfolio, you may decide that the time is right to sell some of your property.  It goes without saying that you will want to get the best possible value from the sale.  Prices are strongly affected...

Update your commercial contracts for the post-Brexit regime

Ian Barnard
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While certain changes are already in place as a result of Brexit, we can expect a continuous stream of legislative reform that will affect businesses and their commercial contracts .   As the new trading relationship with the EU evolves, it is likely...

Is an MBO or MBI a good move for your business?

Ian Barnard
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Is your business ripe for more growth? Do you have the team that can take your business to the next level? Or do you want to take a step back and reap some of the rewards of your efforts? If continuity is important to you, then a management buy-out (MBO) or...

New year, new business structure?

Ian Barnard
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Businesses need to be agile to survive and prosper, particularly as we face the duel challenge of having to deal with a global pandemic, while also bracing ourselves for the UK’s exit from the EU. The ability to react quickly and to develop services...

The Coronavirus Job Retention Scheme

Ian Barnard
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Every business we speak to at the moment is seeking ways to mitigate the disruption caused by the Coronavirus pandemic . Of particular importance to our clients is protecting their workforce, and trying to avoid the need for lay-offs, wage reductions, and...

Coronavirus - advice for employers

Ian Barnard
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As concerns over the Coronavirus increase, we are finding that a lot of employers are asking our advice in relation to their obligations towards their employees. Coronavirus – What is it? “Coronaviruses (CoV) are a large family of viruses...

Calling all businesses in Ryedale Pop up Business Cafe

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An opportunity to get all the answers to business questions in one place is happening in Malton in February 2020. The Local Enterprise Partnership with Ryedale District Council and the local business community will be on hand at the Popup Business...

Top 10 tips for renting an industrial or commercial property

Duncan Morter
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Our Commercial Property team have put together the following top 10 tips for you to consider when looking to rent an industrial or commercial property. Be prepared – consider the property you are looking to rent, how much space do you need? How...

Do commercial tenants have rights?

Duncan Morter
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Commercial tenants do have rights but they are more limited than residential tenants. Commercial tenants may have the protection of the Landlord and Tenant Act 1954. Find out if the Act applies to you as a commercial tenant as well as information on...

News update for Landlords on MEES Regulation

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Landlords need to be aware of environmental legislation requirements before letting their properties. This is called the Minimum Energy Efficiency Standard (MEES) Regulation. The main aim behind this is to prevent Landlords from renting out residential and...

Personal and self-employed taxation updates

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The new tax year starts on 6th April when the following changes will come into effect: General and employee tax and NI changes for 2019/20 •           The personal allowance (the amount that someone...

Business Banking Switch - Royal Bank of Scotland customer?

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If you are a Williams & Glyn (division of Royal Bank of Scotland) customer, and your business has an annual turnover of less than £25 million then you may be eligible for incentives to switch your banking to another provider. Summary of what is...

Allowing a mast onto your land or even renewing an old agreement?

Ian Barnard
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For many landowners, an attractive way to utilise their land without creating too much disruption to their core farming business, was to allow telecommunication masts to be erected on their land. Whilst not visually attractive, the masts would generally be...

Exciting Times in Food and Drink

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It is an exciting time to be in the food and drink sector in Yorkshire. An interesting article from Bdaily.com can be found here showing excellent growth over the last 12 months for Yorkshire and Humber food and drink exports. There has been an 11%...

Landlords: Changes to EPC ratings are coming, are you prepared?

Duncan Morter
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What are the new Regulations? The Minimum Energy Efficiency Standards Regulations (MEES) set out the minimum level of energy efficiency for properties in England and Wales. From 1 April 2018, it will be unlawful for landlords of non-domestic private...

Why trademark your brand?

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If you were asked why it is important to protect your brand, I’m sure you could supply an endless list of motives. However, the common misconception lies in how to do this effectively. Simply registering your business name at Companies House or...

BYOD Policies

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The Information Commissioner's Office (ICO) has highlighted the increasing use of personal devices (such as smartphones, tablets and laptops) for work purposes. The ICO suggests that businesses should update data protection policies and provide staff...

Buying a small business?

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Many people decide to purchase a small business as a going concern, be it a pub, bed and breakfast, cafe, or something a little more unique.  You might already have a lot of experience in how to run the particular business (or, at the very least, bags...

Selling or buying a dental practice?

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Buying or selling a dental practice should be an exciting time for any dentist but all too often this excitement is overshadowed by delays in the transactional process.  While unexpected delays can arise in any deal, which are out of all parties’...

Data Protection; Get it Right

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The Information Commissioner's Office (ICO) has recently imposed fines on several organisations for data breaches: Hampshire County Council was fined 100,000 for failing to implement effective contingency plans to protect personal data when...

Update for Commercial Tenants

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A High Court decision provides a helpful reminder for commercial tenants of the need to fully comply with any conditions for exercising a right to break the lease. Otherwise, as in this case, the lease will continue to exist and the tenant may have lost...

Dental Update

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The dental market continues to be highly active with a mix of NHS and private practices coming on the market and generally being acquired quickly through a competitive marketplace. There is significant demand to acquire both private and NHS practices.  ...

Working time for mobile workers with no fixed workplace

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Companies wanting to exploit the current trend of moving from office-based businesses to more mobile ones will need to take a recent ECJ decision into consideration before changing their approach.  The ECJ held that the time spent by workers, who do...

Short term occupation

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Short term occupation which agreement to use? A landowner’s income from a short term agreement to occupy can often be low and without any guarantees as to how long that income will last.  They are likely therefore to want to put the...

Successful 3rd Annual Social event

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Thank you to our guests who joined our staff for our 3rd Annual Social event at Banyan Bar in York. A great event, good food and good company....

New ADR rules for traders​

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The Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015 came into force in tranches from 7 April 2015. The most important changes, affecting business in general, come into force on 1 October 2015....

Social Media

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The use of social media is fast expanding in the workplace. While an employer may legitimately restrict an employee's freedom of expression at work, or in a work-related context, whether that restriction can extend to personal, out-of-work, activities...