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Terms of Use and Sale for Goods, Services & Digital Content

April 2017

E-Commerce has long since left behind its “exception rather than the rule” status when it comes to sales of all kinds. It would be a reasonably safe bet to say that there is now nothing that can’t be purchased online, whether it be goods, services, or digital content.

Setting up a business online enables faster startup times, lower costs, quicker and cheaper order processing, a very wide (global, if desired) customer audience, fast and secure transactions, an almost limitless array of online marketing tools - from search engines to social networks, not to mention access to priceless customer data.

Where a business sells to other businesses, important considerations arise as to how generous to make your terms of sale. Traders’ dealings with consumer customers are more tightly controlled by the law than those with business customers. A prime example is the 14-day “cooling off period” required for online business-to-consumer transactions. A trader is, of course, perfectly at liberty to offer the same generous provisions to its business customers, but may instead prefer to be more restrictive and take a more “pro-supplier” approach. It nevertheless remains important to be aware that contractual terms, even when dealing with business customers, must still be fair. It is also important to remember that while legislation such as the Consumer Rights Act 2015 will not apply, B2B contracts for the sale of goods and services (and digital content, although unlike consumer law, it is not treated as a category in its own right in a B2B context, frustratingly enough) remain subject to the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, and the Unfair Contract Terms Act of 1977. In certain cases, including in our newly-updated B2B services and digital content templates, the default statutory provisions may be relied upon. It may be possible for traders to expressly exclude warranties and provisions implied by the law in a business-to-business context, however given that our templates have been designed for general use, we have opted not to take this approach.

New and Updated B2B E-Commerce Terms and Conditions Templates

Having terms of use and terms of sale in place is vital, in addition to other key documents such as privacy and cookie policies . Your terms and conditions (collectively) should aim to address every aspect of your relationship with your customer and should do so in language that the customer will understand, keeping legalese to a minimum.

Our key business-to-business website terms and conditions templates have been updated, benefitting from more customer-friendly language and an all-new format, dividing each individual document into two separate ones: Terms of Use and Terms of Sale. We have also rebranded our “Commercial Information Provider” templates as “Digital Content”, enabling them to be used for a far wider range of electronic content while still being useful for premium information services.

In each case, the documents have been designed strictly for business-to-business transactions. For the terms of use, this makes little practical difference and those already familiar with our business-to-consumer templates will note little change since consumers may still visit your website, regardless of its target audience. The terms of sale, however, differ in some key areas, not least where liability is concerned – taking a more pro-supplier approach. Other consumer-specific provisions such as the so-called “cooling-off period” are also absent, again making for a more pro-supplier contract. Should you wish to incorporate such a period for your business customers, however, our business-to-consumer templates provide an ideal reference point. For those selling to both businesses and consumers, optional wording is included in the templates allowing for separate terms of sale to be used for each category.

If you sell online to business customers, whether you’re dealing with goods, services, or digital content these updates are for you. Click on the links to the right for more information about these new and updated templates.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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