Website Terms & Conditions

If you are a business which supplies goods or services to businesses or consumers via a website you must have robust terms and conditions in place which govern the relationship.

Consumer contracts are regulated by an extensive body of consumer protection law that aims to provide consumers with rights that cannot be removed.  The requirements for consumer contracts are substantially more onerous than contracts with businesses.  If it is possible that consumers will use your website to order goods and services we advise ensuring your terms and conditions meet the standards required for consumer contracts.  If these standards are not adhered to, the offending provisions may not be enforceable by the supplier. 

Key provisions required in website terms and conditions include:

• Incorporation: to ensure buyers are legally bound by them, the terms and conditions must be properly incorporated into the contract. To be legally binding the terms and conditions must be brought to the buyer’s attention before the contract is made.  Common practice is to make the buyer click or tick acceptance of the standard terms (to which there is a prominent hyperlink), before their order is completed.
• Hard copies: website terms and conditions should be available in such a way that allows a buyer to store and/or reproduce them (for instance, the ability to print). Additional information is required pre-contract where you are contracting with a consumer over the internet (distance selling).
• Information about the supplier: the supplier is required to provide certain mandatory information about the supplier’s identity (pre-contract information).
• Conform to description: in both business and consumer contracts, there is an implied term that products must correspond with their description. However, in a business contract, a supplier can, subject to reasonableness, restrict or exclude such liability.  In a consumer contract, it is not possible for a supplier to exclude or restrict liability for breach of the implied term of corresponding with description.  However, it may be fair to limit liability in respect of colour difference, certain dimension discrepancies and packaging discrepancies.
• Data protection: the supplier’s website privacy policy should be drawn to the customer’s attention by a prominent hyperlink.
• Authority: a consumer should confirm by accepting the terms and conditions that he or she is aged 18 or over. The age of capacity (and therefore the ability to enter into a contract and accept liability) in the United Kingdom is 18.  If you are selling age-restricted products then you may need the consumer to confirm a different age.  For a business customer, you need the person placing the order to confirm that he has the appropriate authority to bind the company.
• Contract formation: when forming online contracts with consumers or businesses, the supplier must provide the buyer with certain information. In addition, it should be clear that the customer’s order is an offer and a contract only comes into place when the supplier sends an email of acceptance to the customer.  This way there is no requirement to supply goods if they are no longer available or the supplier can rectify a mistake in price.  Also the supplier retains control as to when the contract is entered into.
• Cancellation: a consumer has certain rights to cancel contracts which are concluded over the website (distance selling).
• Refund and return: a consumer has certain refund and return rights.
• Delivery: the terms and conditions should clearly set out the expected delivery period, location and cost. Rules differ between consumer customers and business customers.
• Price: the terms and conditions should clearly set out the price of the products and services and delivery charges. The website should also deal with mistakes in the pricing of the product or service.
• Liability: the supplier’s liability should be clearly set out.  The supplier’s ability to limit its liability in certain circumstances may not be available when contracting with a consumer.

We are experienced in drafting website terms and conditions for supply or sale of goods or services to consumers and businesses. Recent examples of our work in this area include:

• E-commerce terms and conditions for the supply of procurement services to businesses and consumers for a leading procurement provider;
• E-commerce terms and conditions for the supply of goods and services b2b and b2c;

• drafting b2b and b2c terms and conditions for the supply of company formation (and related) services over the internet in compliance with distance selling regulations.

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