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Business-to-consumer terms for a Provider supplying agreed services to an individual Consumer in England and Wales. Whether the customer is a consumer, so consumer-protection law applies and a business-to-business template is wrong, is settled by the decision card (consumer_status), from the facts, not assumed from the draft.
England & Wales
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Provider legal name and details] (the "Provider") and [TO BE CONFIRMED — Consumer legal name and details] (the "Consumer").
"Services" means [TO BE CONFIRMED — Services].
"Service Location" means [TO BE CONFIRMED — Service location].
"Appointment Arrangements" means [TO BE CONFIRMED — Appointment arrangements]
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"Service Period" means [TO BE CONFIRMED — Service period].
"Price" means [TO BE CONFIRMED — Price], including any taxes that the law requires to be included.
"Deposit" means [TO BE CONFIRMED — Deposit].
"Deposit Due Date" means [TO BE CONFIRMED — Deposit due date].
"Payment Terms" means [TO BE CONFIRMED — Payment terms].
"Cancellation Notice Period" means [TO BE CONFIRMED — Consumer cancellation notice period].
"Rescheduling Notice Period" means [TO BE CONFIRMED — Rescheduling notice period].
"Provider Cancellation Notice Period" means [TO BE CONFIRMED — Provider cancellation notice period].
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Insurance Cover" means [TO BE CONFIRMED — Insurance cover].
"Privacy Notice" means [TO BE CONFIRMED — Privacy Notice].
"Complaints Contact" means [TO BE CONFIRMED — Complaints contact].
"ADR Provider" means [TO BE CONFIRMED — ADR provider].
"Force Majeure Period" means 30 days.
"Physical Risk Information" means [TO BE CONFIRMED — Physical risk information].
"Photography Purpose" means [TO BE CONFIRMED — Photography purpose].
The Provider will supply the Services at the Service Location during the Service Period in accordance with the Appointment Arrangements and this agreement.
Information given by or on behalf of the Provider about the Services, where the Consumer took it into account when deciding to enter into this agreement or when making a decision about the Services after entering into it, forms part of this agreement unless the Provider expressly and validly changes it with the Consumer's agreement.
A booking is confirmed when the Provider tells the Consumer that it has accepted the booking. The Provider will provide the Appointment Arrangements in a durable medium where the law requires it.
The Consumer must provide accurate information reasonably needed for the Services and reasonable, safe and timely access to the Service Location, facilities or materials that the Consumer is responsible for providing. The Provider will tell the Consumer promptly if information or access is needed.
If the Provider cannot perform at the agreed time, it will tell the Consumer as soon as reasonably practicable, explain the reason and offer a reasonable alternative appointment or refund any payment for Services not supplied. This does not limit the Consumer's statutory remedies.
Either party may ask to reschedule an appointment by giving at least the Rescheduling Notice Period. The Provider will use reasonable efforts to offer a mutually convenient alternative. If the Consumer gives less notice, the Provider may charge only the reasonable net loss it suffers because the appointment cannot be filled, after taking reasonable steps to reduce that loss; it must explain the charge on request.
The Consumer must pay the Price in accordance with the Payment Terms. The Provider may not charge an amount not clearly disclosed before the Consumer was bound, unless the Consumer has expressly agreed to it. The Consumer may withhold a genuinely disputed amount while the parties investigate it.
The Consumer must pay the Deposit by the Deposit Due Date. The Deposit is credited against the Price. If the Consumer cancels other than under a statutory cancellation right, the Provider may retain only the amount of the Deposit that represents its reasonable net loss caused by the cancellation, after taking reasonable steps to reduce that loss, and will refund the balance.
If an undisputed payment is overdue, the Provider may give the Consumer a reasonable written reminder and, after a reasonable opportunity to pay, suspend future Services until payment is made. The Provider will not suspend Services where doing so would be disproportionate or unlawful.
The Provider will perform the Services with reasonable care and skill. Unless a time for performance is fixed by this agreement or otherwise agreed, the Provider will perform the Services within a reasonable time. If no Price was agreed, the Consumer will pay a reasonable price.
If the Services are not performed with reasonable care and skill, or do not conform to binding information about them, the Consumer may require repeat performance where that is possible and can be done within a reasonable time without significant inconvenience. If repeat performance is impossible, cannot be done within a reasonable time or would cause significant inconvenience, the Consumer may be entitled to an appropriate price reduction, which may be up to the full Price, and to any other remedy available by law.
Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, the Consumer may cancel this agreement within the statutory cancellation period. The Provider will give the Consumer the required cancellation information and a model cancellation form where required. The Consumer may use that form but does not have to.
The Provider will not begin the Services during the statutory cancellation period unless the Consumer has made an express request for it to do so. If the Consumer cancels after making that request, the Consumer may have to pay for the Services supplied up to cancellation, as the law permits. If the Services are fully performed during that period after the Consumer's express request and acknowledgement of the consequences, the Consumer may lose the statutory right to cancel.
Apart from statutory cancellation rights, the Consumer may cancel by giving the Cancellation Notice Period. The Provider will refund sums paid for Services not supplied, less any reasonable net loss it suffers because of the cancellation after taking reasonable steps to reduce that loss, including by rebooking the appointment. The Provider will explain any deduction on request.
The Provider may cancel before or during the Services only for a genuine operational, safety or legal reason, or for a material breach by the Consumer. Except where the Consumer is in material breach, the Provider will give the Provider Cancellation Notice Period where reasonably practicable, offer a reasonable alternative where available, and refund promptly any payment for Services not supplied. This does not limit the Consumer's statutory remedies.
The Provider will take reasonable steps to provide the Services safely. The Consumer must follow reasonable safety instructions that are clearly communicated and must tell the Provider about any relevant condition, limitation or circumstance that may materially affect the safe supply of the Services, so far as the Consumer knows and it is reasonable to do so.
The Provider has given the Consumer the Physical Risk Information. The Consumer confirms that they have had a reasonable opportunity to consider it and to ask questions, and will tell the Provider of information relevant to safe participation so far as they know it. Nothing in this clause asks the Consumer to waive, or limits, any right or remedy that cannot lawfully be waived or limited.
The Provider will maintain the Insurance Cover throughout the Service Period where insurance is reasonably appropriate for the Services or required by law.
The Provider may photograph or record the Consumer only with the Consumer's separate, freely given consent for the Photography Purpose. Refusing or withdrawing consent will not affect the supply of the Services, except to the extent recording is objectively necessary to provide the Services and the Consumer was told this before booking. The Provider will explain how consent can be withdrawn.
The Provider will process the Consumer's personal data in accordance with applicable data protection law, including the UK GDPR, and the Privacy Notice. The Provider will provide the Privacy Notice before or when it collects personal data, as the law requires. Nothing in this agreement limits the Consumer's data protection rights.
The Consumer may make a complaint using the Complaints Contact. The Provider will investigate and respond within a reasonable time. The Consumer may also seek advice from Citizens Advice, Trading Standards or another relevant body and may use any remedy available by law.
If a complaint is not resolved, the Provider will tell the Consumer whether it is willing or required to use the ADR Provider and will provide the information the law requires. Nothing requires the Consumer to use alternative dispute resolution or prevents either party from bringing a claim in court.
Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or the Consumer's statutory rights. Subject to that, the Provider is responsible for loss or damage that is a foreseeable result of its breach of this agreement or failure to use reasonable care and skill. The Provider's total liability is limited to the Liability Cap only to the extent that limit is fair and lawful in the circumstances.
Neither party is liable for delay or failure in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to minimise the effect. If the event prevents performance for more than the Force Majeure Period, either party may terminate this agreement by written notice.
The Provider may change these terms only where the change is required by law, is minor and does not materially affect the Consumer, or the Consumer expressly agrees to it. The Provider will give the Consumer clear notice of any change before it takes effect. A change will not reduce the Consumer's statutory rights or apply retrospectively without the Consumer's express agreement.
If any provision of this agreement is held to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable or, if that is not possible, treated as deleted. The rest of this agreement will continue in effect.
A delay or failure by either party to exercise a right does not waive that right or prevent its later exercise.
This agreement, and any dispute or claim (contractual or not) that arises out of or in connection with it or its subject matter, is governed by the law of England and Wales. Nothing in this agreement deprives the Consumer of mandatory protections of the law of the country where the Consumer is habitually resident, where those protections apply. The Consumer may bring proceedings in the courts that applicable law permits, including the courts of the Consumer's habitual residence where applicable; the Provider will bring proceedings only in the courts permitted by applicable consumer-jurisdiction rules.
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