Practice Areas / Commercial Contracts
Commercial Contract Lawyers
Contracts, terms and conditions and privacy documents for businesses across Melbourne, Frankston and the Mornington Peninsula, with advice available in Polish.
Agreements that fit your business
Many business disputes begin with a contract that was copied from somewhere else, never updated, or signed without being read. A good agreement records what each party must do, what happens when something goes wrong and how the relationship ends.
We draft, review and negotiate the agreements small and medium businesses rely on, from supply and service contracts to online terms and privacy policies. Radek Dajer works on your contract himself, and business owners who prefer Polish can discuss their agreements in Polish.
How we help with commercial contracts
Drafting agreements
Supply, services, distribution and agency agreements written around your business and the way you actually trade, rather than adapted from a template.
Contract review
A plain explanation of an agreement you have been asked to sign, the risks it carries and the changes worth asking for.
Terms and conditions
Terms of trade, online terms of sale and website terms of use that work with the Australian Consumer Law, not against it.
Privacy
Privacy policies and collection notices, and advice on the Privacy Act, data breaches and how you use customer information.
Drafting and reviewing commercial agreements
We prepare new agreements and review those customers, suppliers and partners ask you to sign, explaining the terms that matter, marking up the changes we recommend and, if you wish, negotiating them for you.
- Supply and services agreements: scope, price, delivery and acceptance, payment terms, limits on liability, indemnities, ownership of work created, and termination.
- Distribution and agency agreements: territory, exclusivity, targets, pricing, use of your brand, and what happens when the arrangement ends. Some of these arrangements are franchises in law, which brings in the Franchising Code of Conduct.
- Terms of trade: credit terms, late payment interest, personal guarantors for customer accounts, and retention of title clauses, which generally need registering on the Personal Property Securities Register to protect you if a customer becomes insolvent.
- Confidentiality agreements: protecting information you share with a prospective buyer, investor, supplier or contractor.
Unfair contract terms
The unfair contract terms laws in the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth), apply to standard form contracts with consumers and small businesses: contracts prepared by one party and offered on a take it or leave it basis, such as terms of trade and online terms.
- Who is protected: consumers, and small business contracts where at least one party employs fewer than 100 people or had turnover under $10 million in its last income year. The value of the contract does not matter.
- What is unfair: a term that causes a significant imbalance in the parties’ rights, is not reasonably necessary to protect the legitimate interests of the party relying on it, and would cause detriment. One-sided rights to vary, terminate or limit liability are common examples.
- Penalties: since 9 November 2023 it has been unlawful to propose, apply or rely on an unfair term in a standard form consumer or small business contract. For conduct from 28 March 2026, the maximum penalty for a company is the greatest of $100 million, three times the benefit obtained or, if the benefit cannot be determined, 30% of adjusted turnover during the breach period. For an individual it is $2.5 million.
- Effect on the contract: an unfair term is void, but the rest of the contract continues if it can operate without it.
Review the templates you already use
Each unfair term a business proposes is a separate contravention, and a template used with many customers multiplies the risk. Standard terms written before the penalties began in November 2023 are the most likely to need attention.
E-commerce, privacy and electronic signing
Selling online brings its own obligations. We prepare the documents an online business needs and advise on consumer and privacy law.
- Online terms: terms of sale, delivery and returns policies and website terms of use. Consumer guarantees under the Australian Consumer Law cannot be excluded, and terms suggesting otherwise can be misleading.
- Changes from 1 July 2027: new laws will prohibit unfair trading practices towards consumers, require unavoidable per-transaction fees to be shown with the advertised price, and require subscriptions to be easy to cancel.
- Privacy: the Privacy Act 1988 (Cth) and the Australian Privacy Principles apply to businesses with annual turnover above $3 million and to some smaller ones, such as health service providers and businesses that trade in personal information. From 10 December 2026, privacy policies must also describe automated decisions made using personal information that could significantly affect individuals.
- Privacy reform: a statutory tort for serious invasions of privacy commenced on 10 June 2025 and can apply to businesses the Privacy Act does not cover. Further reforms are under consultation.
- Electronic signing: the Electronic Transactions (Victoria) Act 2000 (Vic) allows most contracts and deeds under Victorian law to be signed electronically, and companies can sign electronically under the Corporations Act 2001 (Cth). Wills and powers of attorney have their own rules, and documents for use overseas may need to be signed in ink before a notary public.
Need a contract drafted or reviewed?
Book a consultation to talk through the agreement and what you need it to do. If you have been sent a contract, send it to us before you sign, while there is still room to negotiate.
Common questions
Can’t see your question? Call 1800 776 529 or send us a message.
It can be. An exchange of emails can create a binding contract if the essential terms are settled and both parties intend to be bound. Some agreements, such as contracts for the sale of land and promises to answer for another person’s debt, must be in writing and signed under the Instruments Act 1958 (Vic). Email deals often leave important terms unclear, which is where disputes start.
Ask whether the other party had a real chance to negotiate. Terms of trade, online terms and quotes issued on your own terms are usually standard form contracts. If a party alleges in court that a contract is standard form, it is presumed to be unless the other party proves otherwise, so businesses should assume their templates are covered.
If your annual turnover is $3 million or less, the Privacy Act generally does not apply unless an exception does, for example if you provide a health service or trade in personal information. Even so, platforms, payment providers and larger customers may require one, and a clear policy helps you handle personal information consistently and respond to complaints.
Check the price and how it can change, payment terms, how long the contract runs and whether it renews automatically, your rights to terminate, limits on the supplier’s liability, indemnities you give, and who owns work or data created under it. A one-sided term may be negotiable, or unfair under the Australian Consumer Law.
Yes. Radek Dajer speaks Polish and can take you through an English-language contract, and the risks in it, in Polish, so nothing is lost in translation before you sign. Radek is also a notary public if a document needs notarising for use overseas. See our Polish-language services.
Commercial law insights
Australian directors owe clear legal duties under the Corporations Act 2001. Learn what those duties are, what the business judgment rule means, and how to avoid personal liability.
Signing a commercial lease is one of the biggest financial commitments a business can make. A lawyer can identify risks before you are locked into a long-term obligation.