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Business-to-consumer terms for a provider supplying services to an individual consumer in a selected U.S. state. 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.
Delaware, United States · New York, United States · California, United States · United States (Federal)
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 or delivery method].
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"Price" means [TO BE CONFIRMED — Price].
"Deposit" means [TO BE CONFIRMED — Deposit].
"Payment Timing" means [TO BE CONFIRMED — Payment timing].
"Governing Law" means the laws of [TO BE CONFIRMED — Governing state law].
The Provider will supply the Services at the Service Location during the Service Period. The Provider may use suitably qualified personnel or subcontractors, but remains responsible for performance of its obligations under this agreement.
The Provider will perform the Services with reasonable care and skill and within a reasonable time unless a time for performance is agreed in the Service Period. The Provider will comply with laws applicable to its performance of the Services.
A booking is confirmed when the Provider accepts it and any payment then due has been made. The Provider will give the Consumer reasonable confirmation of the appointment details and material instructions before the Services are due to start.
The Consumer will provide accurate information reasonably needed for the Services, follow reasonable safety and preparation instructions made available before or at the appointment, and provide safe and timely access to the Service Location where access is needed. The Consumer must promptly tell the Provider about a condition, circumstance, or change that the Consumer reasonably believes may affect safe or proper performance of the Services.
The Consumer will pay the Price in accordance with the Payment Timing. The Price includes charges the Provider has disclosed as mandatory before the Consumer is bound, but excludes optional extras that the Consumer separately requests and accepts. The Provider will give the Consumer a receipt or other payment confirmation on request.
The Consumer will pay the Deposit toward the Price when booking. The Provider will apply the Deposit to the Price. If the Provider cancels or cannot provide the Services other than because of the Consumer's material breach or a force majeure event, the Provider will refund the Deposit. Any retention of the Deposit following the Consumer's cancellation is subject to the Cancellation and Rescheduling clause and may not exceed the Provider's reasonable loss, to the extent applicable law requires.
Either party may request to reschedule by giving at least the Rescheduling Notice Period. The Provider will use reasonable efforts to offer a suitable alternative appointment. The Consumer may cancel by giving at least the Cancellation Notice Period and will receive a refund of amounts paid for Services not supplied, less any lawful and reasonable cancellation charge disclosed before booking. If the Consumer cancels later, the Provider may charge the Late Cancellation Charge only to the extent it is lawful, proportionate, and represents a reasonable estimate of the Provider's loss; otherwise the Provider may charge only its actual reasonable loss. The Provider may cancel by giving reasonable notice and will refund promptly all amounts paid for Services not supplied, unless the Consumer elects a suitable rescheduled appointment.
Nothing in this agreement limits any cancellation, withdrawal, refund, or notice right that applicable law gives the Consumer, including rights that may apply to a distance, off-premises, home-solicitation, or other regulated sale. If the Consumer asks the Provider to begin Services during a statutory cancellation period, the Provider will obtain any consent or acknowledgment required by applicable law before beginning. The Consumer will pay only for Services properly supplied during that period to the extent applicable law permits.
If the Services are not performed with reasonable care and skill, are materially different from the Services, or otherwise fail to conform to this agreement, the Consumer may require the Provider to re-perform the affected Services within a reasonable time and without significant inconvenience to the Consumer, where that is possible and proportionate. If re-performance is not possible, is not completed within a reasonable time, or would cause significant inconvenience, the Consumer may receive an appropriate price reduction or refund and may exercise any other remedy available under applicable law.
The Provider will maintain reasonable health and safety measures appropriate to the Services and will tell the Consumer about material safety instructions or restrictions that the Provider reasonably considers necessary. The Provider may pause or refuse a part of the Services where reasonably necessary to protect a person's health or safety or to comply with law, and will discuss reasonable alternatives with the Consumer where practicable.
The Consumer acknowledges that the Physical-Risk Activity may involve ordinary risks, including risks arising from physical exertion or use of equipment. The Consumer confirms that the Consumer has disclosed information reasonably relevant to safe participation and will stop and seek assistance if the Consumer feels unwell or unsafe. This clause is an information and safety acknowledgment only; it does not release the Provider from liability or waive any right that cannot lawfully be waived.
The Services are available only to a Consumer who meets the Minimum Age. Where the Consumer is below the age of legal capacity, a parent or legal guardian must enter into this agreement and provide any consent required by law.
The Provider will maintain insurance required by applicable law and any other insurance that a prudent provider of the Services would reasonably maintain. The Consumer remains responsible for obtaining any personal insurance the Consumer considers appropriate.
The Provider retains ownership of materials and intellectual property it owned or developed independently of this agreement. Once the Consumer has paid the Price, the Provider grants the Consumer a personal, non-exclusive, non-transferable license to use materials supplied as part of the Services for the Consumer's own non-commercial use. The Consumer retains ownership of materials the Consumer supplies and grants the Provider a limited license to use them only to provide the Services.
The Provider will process personal information in accordance with its privacy notice, available at the Privacy Notice. The Provider will not use this agreement to limit privacy rights that applicable law gives the Consumer. The Consumer should provide only information reasonably needed for the Services and tell the Provider if it needs a reasonable accommodation or has a privacy concern relating to the Services.
"Privacy Notice" means [TO BE CONFIRMED — Privacy notice URL or location].
The Provider may photograph, record, or use the Consumer's name, likeness, testimonial, or results for publicity only if the Consumer gives separate, specific, and freely given written consent. Refusing or withdrawing that consent will not affect the Services, except to the extent use has already occurred lawfully before withdrawal. This clause does not itself constitute that consent.
"Confidential Information" means non-public information that one party or its affiliates disclose to the other in connection with this agreement and that is marked or would reasonably be understood to be confidential. Each party must protect the other's Confidential Information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to its personnel, professional advisers, and permitted subcontractors who need to know it and are bound by equivalent confidentiality obligations, or where required by law after giving prompt notice if legally permitted. These obligations do not apply to information that the recipient can show is or becomes public through no fault of its own, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. These obligations continue for the Confidentiality Period and, for trade secrets, for as long as they remain trade secrets.
"Confidentiality Period" means 3 years after disclosure.
Under 18 U.S.C. § 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except under court order.
The Consumer may make a complaint using the Complaint Contact. The Provider will investigate the complaint in good faith and respond within a reasonable time. Before starting court proceedings, either party may propose good-faith informal resolution or a voluntary mediation, but neither party is required to accept a process that would limit a nonwaivable right or delay urgent relief.
"Complaint Contact" means [TO BE CONFIRMED — Complaint contact details].
Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, or personal injury to the extent applicable law prohibits limitation. Subject to that sentence, neither party is liable for indirect, incidental, special, consequential, or punitive damages arising from this agreement, except to the extent a remedy or category of damages cannot lawfully be excluded. The Provider's aggregate liability arising from this agreement will not exceed the Liability Cap, except for liability that cannot lawfully be limited.
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
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 minimize the effect. If the event prevents performance for more than the Force Majeure Period, either party may terminate this agreement by written notice.
"Force Majeure Period" means 30 days.
This agreement begins on the agreement date and ends when the Services and all related payment and refund obligations have been completed, unless ended earlier under this agreement. Either party may terminate for the other party's material breach if that breach is capable of cure and is not cured within a reasonable period after written notice. Termination does not affect accrued rights, the Consumer's statutory rights, or any provision intended to continue after termination.
The Provider may change this agreement only with the Consumer's express agreement, except that the Provider may make a change required by law or reasonably necessary for safety without the Consumer's agreement if it gives reasonable notice and the change does not materially reduce the Services or the Consumer's rights. A material change to future Services requires the Consumer's affirmative acceptance before it takes effect, unless applicable law permits otherwise.
A notice under this agreement must be in writing and delivered by hand, by nationally recognized overnight courier, or by email to the Consumer at [TO BE CONFIRMED — Consumer notice address or email] or to the Provider at [TO BE CONFIRMED — Provider notice address or email], or to any other address a party designates by notice. A notice is effective on delivery, except that an email received outside the recipient's normal business hours is effective on the next business day.
If a provision of this agreement is unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted by law or, if that is not possible, severed. The remaining provisions remain in effect. No waiver is effective unless in writing, and a waiver on one occasion is not a waiver on another occasion.
This agreement is governed by the Governing Law, without regard to its conflict-of-laws rules, except that the Consumer retains the protection of mandatory law that applies despite this choice. Any action arising out of or relating to this agreement may be brought in a court of competent jurisdiction where the Consumer resides or where applicable law otherwise permits. The Provider will not object to that forum solely because it is inconvenient.
At either party's election, any claim arising out of or relating to this agreement may be resolved by individual binding arbitration rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies and either party may seek urgent injunctive relief where permitted by law. The arbitration must be administered by a neutral provider under procedures that are reasonably accessible to the Consumer. The Provider will pay arbitration fees to the extent required by law and will not impose costs that would make the process inaccessible to the Consumer. The Consumer may opt out of this clause by written notice within 30 days after entering this agreement. This clause applies only to the extent it is conspicuous, voluntary where required, and enforceable under applicable law; it does not waive any nonwaivable consumer right.