Ozone’s spectacular Emma Street opening!

Ozone’s spectacular Emma Street opening!

Harry Dronfield, Nathalie White and Adam Palmer attended the opening of Ozone Coffee’s Emma Street, Bethnal Green roasting house and eatery on Wednesday 9th October 2019.

It was a really enjoyable event, with tasty coffee-based cocktails, excellent craft beer and delicious food.  We toured the roasting facilities and were shown how the coffee beans are prepared and roasted.

Thank you to Ozone for inviting us and hats off for creating an impressive space to enjoy great coffee and food!

Ozone photo
Harry and Ignacio attend the opening of Mesón Callejón on Upper Street

Harry and Ignacio attend the opening of Mesón Callejón on Upper Street

Harry Dronfield and Ignacio Morillas-Paredes attended the opening night of Mesón Callejón (“Callejón” meaning “alleyway” in Spanish – so called due to being down an alley) on 15 May.  We were well looked after by the maitre d’, Jose Cavas Garcia, and the food (from jambon through meat and vegetable tapas to paella) was beautifully prepared by head chef, Jose Morales Olmo.

The company was excellent and it was a most enjoyable evening.  Thank you to the proprietor, Jenny Sampson, for her kind invitation and we look forward to our next dining experience at Mesón Callejón!

Simon Tennant

Harry Dronfield

Senior Associate

Rewarding and incentivising staff – the Richer Sounds way

Rewarding and incentivising staff – the Richer Sounds way

I enjoyed reading about Julian Richer, owner of Richer Sounds, placing 60 per cent of his shares in Richer Sounds in an employee ownership trust.  I think it’s a hugely enlightened approach.

He explained that his decision to do so was partly to thank his loyal, hardworking colleagues.  Members of staff will receive a payout based on their length of service.  Richer also explained that setting up the trust ensures that the business retains its current ethos by deterring outside investors and preserves the “rather unusual culture”.

But, crucially, it was also about succession. Richer is 60 and wants to ensure a smooth transition of the business to the “next generation”.  He believes the business is “far more likely to flourish” under the part-ownership of his colleagues in the future.  Something that Richer omitted to mention is that, in having a stake in the business, colleagues will be incentivised to actively assist the business in flourishing.

There are a number of ways in which businesses, large or small, can reward and incentivise employees while planning for succession.  These range from gifting equity to employees, through placing shares in a trust, to setting up a scheme in which, once certain performance targets are met, employees opt to receive equity in the business.

You may, like Julian Richer, decide that selling your business isn’t the right approach for you or your business.  Instead, there are other ways to plan for succession, which can involve both incentivising and rewarding staff while ensuring that the ethos of the business endures.

To discuss your options please contact Harry Dronfield on harry.dronfield@colmancoyle.com or telephone +44 (0)20 7704 3421.

Simon Tennant

Harry Dronfield

Senior Associate

Colman Coyle successfully advises New Zealand law firm on cross border acquisition

Colman Coyle successfully advises New Zealand law firm on cross border acquisition

Harry Dronfield 300 x 300

Harry Dronfield

Oksana Howard 300 x 300 1

Oksana Howard

Philip Otvos 300 x 300

Philip Otvos

Krishna Santra 300 x 300

Krishna Santra

Colman Coyle’s corporate team have recently acted in the successful acquisition of an English food and drinks manufacturer by a New Zealand company.

Colman Coyle were appointed by a well-respected firm of New Zealand lawyers to act for their client on the transaction.

The work involved various legal disciplines. Harry Dronfield lead the transaction and, together with Oksana Howard, advised the client on the corporate law aspects of the purchase. Philip Otvos assisted the client with obtaining a commercial lease and Krishna Santra advised on employment law matters. In bringing together our expertise in these different areas, Colman Coyle was able to provide the client with comprehensive strategic and practical legal advice.

Key considerations to incorporating terms of use in a website

Key considerations to incorporating terms of use in a website

Understandably businesses are currently focused on GDPR compliance.  But, in my experience, some businesses with an online presence are still getting certain basics wrong, such as correctly incorporating terms of use into their websites.

Website terms of use

Website terms of use set out how visitors to the website (“users”) may use the website.  For example, they may contain: terms covering the rights of users and the business in relation to content uploaded by the user to the website; terms confirming rights of intellectual property (“IP”); or terms setting out rules about exposing the website to viruses.  If you have a website with user generated content or which contains IP which you wish to protect, for example, you should have in place terms of use.  Terms of use are separate to general terms and conditions of business which usually contain terms relating specifically to the sale of products or the provision of services by the business which runs the website.

Incorporating website terms of use

Most people (both consumers and businesses operating a website) will be familiar with the process of purchasing a product or service online and clicking a box to confirm their agreement with the terms and conditions of business.  However, in my experience, businesses are less familiar with how to correctly incorporate terms of use into their website to ensure that users are contractually bound by – as opposed to merely having notice of – those terms.

Ideally, the terms of use should be accessible from any page of the website, for example by clicking on a clearly sign-posted hyperlink at the bottom of the page.  This is referred to as a “browse-wrap”.  However, businesses should consider obtaining users agreement to the terms of use before they are able to access the website, by requiring them to click on an acceptance button.  This is referred to as a “click-wrap”.  If the terms are presented to a user for agreement after they have purchased software, but during the process of downloading or installing software or on packaging, this is referred to as a “shrink-wrap”.

The current guidance is that terms entered into through a click-wrap, should constitute a contract between the business and the website user.  With a click-wrap, the business has offered the user access to the website on certain terms, and the user has agreed to accept those terms by using the website in a certain way.  Whereas, the situation with terms entered into by a shrink-wrap is less certain.  From a consumer perspective, terms not drawn to the buyer’s attention before making the purchase (i.e. entering into the contract) are likely to be unfair and unenforceable.

On the other hand, the guidance suggests that, in the browse-wrap context, terms of use are unlikely to constitute a contract as users are merely given “notice” of the terms and there is no method for accepting the terms.

If a user has not agreed to the terms of use, by forming a contract with the business, then the business is unlikely to be able to enforce the terms of use.

Conclusion

Businesses with websites should consider how they set out the terms of use on the website and how and whether they are asking users to agree to those terms.  This is particularly relevant if the website allows user generated content or provides a licence for IP.

If you have any questions regarding website terms of use then please contact Harry Dronfield on harry.dronfield@colmancoyle.com or +44 (0)20 7354 3000.

Simon Tennant

Harry Dronfield

Senior Associate

GDPR – you may need advice, but possibly not from us!

GDPR – you may need advice, but possibly not from us!

In a departure from the usual script, this blog is about a service that we don’t offer: general legal advice regarding the incoming General Data Protection Regulation (GDPR).  GDPR will come into effect on 25th May 2018 and I have been approached by several new and existing clients who are concerned about the impact it will have on their processes, both in respect of clients and suppliers, on and offline.

What I have gleaned from discussing the GDPR with other professionals and from research, is that there are several things larger businesses should consider doing in advance of late May.  These include:

  • Designating a person within the business to lead on GDPR compliance
  • Ensuring that senior decision makers understand the general risk-based compliance approach and implications of failing to comply
  • Allowing senior persons to establish or change processes in the business to show compliance and provide accountability and encourage support for the programme
  • Training key persons in the business who collect and use personal data and obtain feedback from those persons about how the GDPR’s core requirements may affect their work
  • Conducting an assessment for GDPR preparedness and compliance and a GDPR implementation budget
  • Identifying the relevant National Supervisory Authorities and, if the business is not established in the EU, determining whether the business must appoint an EU representative

Making your business GDPR complaint is not rocket science, but you may well require some outside advice and expertise.  Generally, clients may not need to incur the costs of engaging lawyers to assist with this but, if you do need help, we have a network of experienced GDPR professionals who look after our existing clients’ GDPR needs and work with a range of large and small organisations from property investment businesses through to marketing agencies.

If you want to be pointed in the right direction for specialist GDPR advice, contact me on +44 (0)20 7354 3000 or harry.dronfield@colmancoyle.com.

Simon Tennant

Harry Dronfield

Senior Associate

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