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Many businesses adopt standard terms and conditions to cater for the broad range of services, goods or digital content they provide or purchase. Standard terms and conditions avoid the additional time and cost of drafting individual agreements for each transaction and allow businesses to operate on largely consistent terms.

When operating on standard terms and conditions, there are greater limitations on how one party may limit its liability, as the terms will not have been negotiated with the other party.  If your standard terms and conditions go beyond what is reasonable, they may be deemed unenforceable by a court in the event of a dispute.

When drafting standard terms and conditions, our solicitors invest the time to understand how your business operates, your order process and sales mechanics.  We provide practical advice and guidance on the merits and risks of adopting supplier-friendly or customer-friendly terms. 

We are experienced in advising businesses that supply goods and services to consumers and draft terms that are clear, in plain English and compliant with consumer legislation (known as business-to-consumer terms).

Where and how a business operates will also dictate the type of standard terms and conditions required as this will impact when and how the contract between the supplier and customer comes into effect. Various forms of terms and conditions include:

  • Business to business and business to consumer e-commerce terms and conditions;
  • Standard Terms and Conditions for the supply of goods;
  • Standard Terms and conditions for the supply of services;
  • Software as a service subscription terms; and
  • Purchase terms and conditions.

Our Experience

  • Marketplace platform terms and conditions. We have acted for machinecompare.com, one of the largest online marketplace providers specialising in the resale of industrial parts. We prepared marketplace terms and conditions to cover the listing of goods on the marketplace, the sale and supply of the goods and other platform services offered by machinecompare.com.
  • E-commerce terms and conditions for the supply of test kits. We have acted for various lifestyle and wellness test providers preparing E-commerce terms and conditions for the supply of COVID 19 lateral flow tests and PCR tests and services, and other wellness and cancer testing kits and services to consumers and businesses. 
  • Terms and Conditions for the supply of hardware and services. We assisted Rimini Systems in preparing a suite of standard terms and conditions for the supply of hardware, maintenance and support services.
  • Vehicle Rental Terms and Conditions. We acted for a provider of elite vehicles in preparing their standard terms and conditions for the hire of high-end vehicles. 
  • SaaS terms and conditions. We have acted for numerous software providers to implement software subscription terms and conditions and provided detailed corresponding data protection advice.
  • Marketing and social media management terms and conditions. We have drafted standard terms and conditions for various large regional and national marketing and social media management providers. Our expertise in this sector enables us to draft terms and conditions that cater for the various social media management services provided, including pay-per-click, influencer marketing, and website design and development.
  • Consultancy services terms and conditions. We have drafted standard terms and conditions for both providers and clients of consultancy services. We have acted for a large provider of care consultancy services and drafted standard terms and conditions which cater for the combined delivery of their consultancy services with their case management SaaS offering.

FAQs

Can all businesses use another business’ standard terms and conditions for my business?

Drafting standard terms and conditions requires a large amount of input from the business they are created for, as the terms should reflect how it operates. For example, how orders are placed and confirmed, how delivery takes place, payment and credit terms and any warranties or guarantees a business may wish to provide to its customers.

Replicating the terms and conditions of another business carries the risk of infringing that business’ intellectual property rights and may result in a business operating on terms which are inappropriate or inconsistent with its own purposes and, in some cases, terms that do not even reflect the goods or services to be provided.

What are the advantages of using standard terms and conditions?

Standard terms and conditions can help streamline contracting processes by reducing the time and cost spent negotiating contracts. Businesses who operate on standard terms can ensure that they are largely contracting on a harmonised basis, thereby alleviating the administrative burden of monitoring various contracting terms for each transaction.

By implementing thorough internal procedures and mechanisms, businesses can ensure that contracts are concluded on their own terms and conditions, which are more favourable to their position as either suppliers or customers.

What are the disadvantages of using standard terms and conditions?

When operating on standard terms and conditions, suppliers are subject to greater restrictions on their ability to exclude or limit their own liability. The risk is that unfair terms may be unenforceable in their entirety.

Standard terms and conditions may not always be appropriate, particularly where deviations from standard positions are required for example if bespoke services, projects or goods are to be provided or specific commercial terms have been agreed upon, or where both parties have differing intellectual property rights that need providing for in the terms.

Can a customer of goods or services have their own standard terms and conditions?

Standard terms and conditions can be drafted to be “customer-friendly” or “supplier-friendly”. Therefore a customer can have their own terms and conditions governing how suppliers provide their goods, services, or digital content. “Customer-friendly” terms and conditions will place a greater standard of service delivery or quality of goods on the supplier and include more favourable payment and credit terms for the customer.

Customers can attach to their purchase order form (or reference by hyperlink to their website) their standard terms and conditions when placing an order with a supplier. However, customers seeking to operate on their own terms and conditions should ensure such terms are incorporated into the contract. Many suppliers will wish to operate on their own standard terms. Customers must therefore take steps to ensure that their terms take precedence.

Do online businesses need different terms and conditions?

Whether a business contracts with its customers online, via the telephone or email, on a doorstep basis, or from a bricks-and-mortar shop, will determine how the contract with that customer comes into effect, and what laws and regulations apply to the contract.

Businesses operating via a website only (e-commerce) should ensure that they have e-commerce terms and conditions in place. E-commerce terms contain terms unique to the online selling of goods, such as how the order is placed and accepted, how payment is made, and how and where the customer is entitled to cancel their order. Online businesses selling goods to consumers should also consider implementing a privacy policy and cookies policy to aid compliance with data protection law. More information on E-commerce can be found here.

How should standard terms and conditions be used?

For your standard terms and conditions to govern the contractual arrangement between your business and your customers, they must be incorporated into the contract. You, therefore, need to implement processes that bring your terms and conditions to the attention of the other party(s), and that such terms are accepted by the other party(s).

With many businesses now operating by attaching their standard terms and conditions to their purchase order forms or quotations, or by including a hyperlink to their terms on their website, the risk of failing to properly incorporate terms has increased. This should be monitored regularly to address the risk such approach poses. Further information on operating on standard terms and conditions and mitigating risk can be found here.

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Meet Our Specialists

Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.

Carla Murray

Carla Murray

Carla is a Partner and Head of our Commercial Team

Richard Meehan

Richard Meehan

Richard is a Senior Associate in our Commercial Team

Joanna Colgan

Joanna Colgan

Joanna is a Solicitor in our Commercial Team

Fran Duffy

Fran Duffy

Fran is a Solicitor in our Corporate Team

Olivia Whittaker

Olivia Whittaker

Olivia is a Trainee Solicitor within our Commercial Team

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