We recommend and use a modular approach to drafting documents (like IT contracts, agreements and policies). However, a modular approach doesn’t always suit every agreement or offering. This object-oriented approach mainly benefits people who want to:

  • Sign documents faster.
  • Avoid protracted negotiations.
  • Create and sign documents faster.
  • Find what you need easily.
  • Reduce mistakes and unauthorised amendments.
  • Avoid redundancy.
  • Have consistency in your documents.

So what is a Modular Approach?

There are usually two separate documents.

  1. The commercial (or variable) terms contain the specific commercial details of the relationship. For example, they lay out the service levels or goods, the fee, and when it will be paid.  Commercial terms are usually what people are most interested in and can define the key terms rather than the general terms.  Parties and witnesses sign the cover page, which clarifies where to sign and makes it easier to prove a binding agreement.  The commercial terms incorporate the general terms by reference.
  2. The general terms (or legal) t cover high-level, generic legal issues between the parties. These include the governing law, dispute resolution, and consequences for breach. To make it more accessible, include a table of contents and an index.

What are the benefits?

Using a modular approach has numerous benefits:

  • You can sign contracts faster without protracted negotiation because businesspeople only need to consider the short commercial terms.
  • The parties can dispense with the general terms needed to conduct business at the start of their working relationship.  This means that the parties needn’t worry about concluding the general terms every time a specific service is required by the customer. In other words, the general terms allow for an ongoing relationship between the parties, which facilitates a productive working relationship.
  • The commercial terms, which are of most interest, are easy to find.
  • You reduce mistakes and unauthorised amendments because amendments need only be made to the commercial terms.
  • The other party thinks that the general terms are not negotiable.
  • The general terms do not need to be signed or initialled by the parties – they are incorporated into the commercial terms by reference. This makes it faster and easier to conclude an agreement.
  • You have flexibility to add or remove aspects as and when new goods or services are to be provided. The parties need only conclude new commercial terms.
  • The parties can agree on specific terms that apply to specific goods or services.

This structure mirrors the structure of most online agreements – a web-based form with terms. Templates are therefore future-proof. We can provide you with Customer Agreement templates.