What are terms and conditions: selling goods, services and digital content to consumers and when do you need them?
These are standard format terms and conditions for businesses to provide to consumer customers (B2C terms and conditions) in the context of an ‘on premises’ sale.
An ‘on premises’ sale is anything which does not fall within the definitions of ‘off premises’ sale or ‘distance’ sale, both of which are explained below to help you decide what you need. 'On premises' typically means that if you sell to a customer in your shop, then the sale will be ‘on-premises’. However, you will still need to check that how you sell and enter into a contract with a customer does not fall within any of the definitions below.
You supply goods, services and digital content to consumers off-premises if:
you enter into the contract at a place where you are both present, which is not your business premises (for example, the contract is signed at the customer's home, or where they work), or
where an offer to buy your products or services is made to you by the customer, where you are both present, and in a place which is not your business premises (for example, when a consumer signs the order form in their home, or place of work and you then agree the actual contract at a later point), or
you enter into a contract that is agreed at your business premises, or via distance communication, immediately after a meeting with the customer at a place which is not your business premises (for example, you are shown something on the high street by a salesperson and then taken to their office to sign the contract or asked to complete the contract on their handheld tablet), or
you enter into a contract with the customer during an excursion which you organise in order to sell them goods or services (for example, you meet them on holiday and take them to a different place to try to sell them goods or services).
You supply goods, services and digital content to consumers via ‘distance selling’ if you enter into the contract (and negotiate and agree it) entirely remotely, whether by telephone, catalogue or internet. To fall within the definition of ‘distance-selling’, it does require there to be an ‘organised scheme’ of sales by this method, so if you have a shop and usually sell to customers directly in your shop, but as a one-off sell something over the phone then you are unlikely to fall within the distance-selling classification.
Our terms and conditions are drafted as your standard trading terms and conditions – they do not require either party to sign them (and therefore can help to avoid any delays whilst you wait for your customer to sign them!).
They work well in situations where you are typically supplying relatively low value, homogenous goods, content and/or services, perhaps at irregular time-frames or in irregular quantities, but you do not need your key commercial terms to vary for each transaction, e.g. the goods, content and/or service are pretty fixed in provision, and pricing and delivery arrangements probably don’t vary/invite negotiation and the overall trading relationship between the parties is not especially complex. The goods, content and/or services might also expire relatively fast and not require material maintenance, follow-up or carry significant liability or risk.
Some businesses choose to adopt a more substantive agreement to supplying these items, which does require both parties to sign. (These tend to be for situations where substantial and (often) higher value supply terms are being agreed and the parties are negotiating these provisions on a more individually tailored basis to cover bespoke objectives and often higher risk and a more involved relationship between the parties.)