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Plain-language business-to-consumer terms for online or distance sales of goods, with optional digital content and subscription provisions, designed for cross-border use subject to mandatory consumer law. 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.
International / Cross-Border
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 — Business legal name and details] (the "Business") and [TO BE CONFIRMED — Consumer legal name and details] (the "Consumer").
"Business Contact Details" means [TO BE CONFIRMED — Business customer-service contact details].
"Purpose" means the online or distance sale by the Business of Goods and, where offered, Digital Content to the Consumer.
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"Digital Content" means [TO BE CONFIRMED — Digital Content].
"Territory" means the countries to which the Business offers delivery at checkout.
"Currency" means [TO BE CONFIRMED — Currency].
"Delivery Period" means the delivery period shown at checkout.
"Cancellation Period" means [TO BE CONFIRMED — Cancellation period].
"Return Cost Position" means [TO BE CONFIRMED — Return cost position].
"Refund Period" means 14 days after the Business receives the returned Goods or the Consumer supplies evidence of return, whichever occurs first, subject to applicable law.
"Governing Law" means [TO BE CONFIRMED — Chosen governing law].
"Dispute Forum" means [TO BE CONFIRMED — Dispute forum].
"Contract Language" means English.
"Notice Details" means [TO BE CONFIRMED — Business notice details].
"Privacy Notice" means the notice available at [TO BE CONFIRMED — Privacy Notice link].
"Complaints Contact" means [TO BE CONFIRMED — Complaints contact details].
"ADR Details" means [TO BE CONFIRMED — Alternative dispute resolution details].
"Subscription Period" means [TO BE CONFIRMED — Subscription period].
"Renewal Notice Period" means [TO BE CONFIRMED — Renewal reminder period].
These terms apply to the Purpose. The product page, checkout page, order confirmation and any information expressly stated to form part of the contract are part of the contract. If they conflict, the order confirmation prevails to the extent of the conflict. Nothing in the contract reduces any mandatory rights the Consumer has under applicable law.
The Consumer's order is an offer to buy the Goods and, where applicable, Digital Content. The Business may accept or decline it. A contract is formed only when the Business sends an order confirmation or dispatch confirmation, unless applicable law requires an earlier point of formation. The Business will provide confirmation on a durable medium where required by applicable law.
Before the Consumer places an order, the Business will make the material characteristics of the Goods, the total price, applicable taxes, delivery charges, payment arrangements and relevant cancellation information available clearly at checkout. The Consumer must check that the order and delivery details are correct before submitting it.
The price, taxes and delivery charges are those shown clearly at checkout in the Currency. The Business will not charge an amount that was not disclosed before the Consumer places the order, except where the Consumer expressly agrees to it or applicable law permits it. Payment is due when the Consumer places the order, unless checkout states otherwise.
The Consumer must use a payment method accepted at checkout and confirms that they are authorised to use it. If payment cannot be authorised or collected, the Business may suspend processing or cancel the order after giving the Consumer a reasonable opportunity to resolve the issue, unless fraud or security concerns reasonably require immediate action.
The Business will deliver the Goods to the delivery address accepted at checkout within the Delivery Period, unless an event outside its reasonable control prevents this. If the Business cannot deliver within that period, it will tell the Consumer and, where required by applicable law, offer the remedies available to the Consumer.
Risk in the Goods passes to the Consumer when the Consumer, or a person identified by the Consumer who is not the carrier, takes physical possession of them. If the Consumer independently contracts with a carrier not offered by the Business, risk may pass when the Goods are handed to that carrier, but only to the extent applicable law permits.
Title to the Goods passes to the Consumer when the Business has received payment in full, except where applicable law requires title to pass earlier.
If delivery fails because the Consumer supplied an incorrect address or does not take reasonable steps to receive delivery after the carrier's notice, the Business may charge only its reasonable, disclosed redelivery or storage costs where applicable law permits. This does not affect the Consumer's cancellation rights.
Where applicable law gives the Consumer a right to cancel, the Consumer may cancel without giving a reason within the Cancellation Period. The Cancellation Period runs from the date required by applicable law, including from receipt of the Goods where that is the applicable rule. The Consumer may cancel by using the cancellation route made available by the Business or by making another clear statement to the Business.
The cancellation right does not apply where applicable law validly excludes it, including, where permitted, Goods made to the Consumer's specifications or clearly personalised; sealed goods unsuitable for return for health protection or hygiene reasons once unsealed; goods inseparably mixed with other items after delivery; and Digital Content supplied other than on a tangible medium after the Consumer has expressly requested immediate supply and acknowledged that they may lose the cancellation right. Any exception will be stated clearly before the Consumer places the order.
After valid cancellation, the Consumer must return the Goods without undue delay and in any event within the period required by applicable law. The Return Cost Position applies, provided the Business told the Consumer clearly before ordering if the Consumer is to bear a direct return cost. The Business pays return costs for faulty, incorrect or damaged Goods and where applicable law requires it.
Following valid cancellation, the Business will refund payments due, including the standard outbound delivery cost where required by applicable law, within the Refund Period and using the original payment method unless the Consumer agrees otherwise. The Business may withhold a refund for Goods until it receives them or the Consumer supplies evidence of return, where applicable law permits. The Consumer is responsible only for any reduction in value resulting from handling beyond what is necessary to establish the nature, characteristics and functioning of the Goods, and only where applicable law permits.
The Goods must conform to the contract and to all mandatory requirements under applicable law. If Goods are faulty, incorrectly described, incomplete or otherwise non-conforming, the Consumer has the statutory remedies available in their country of residence, which may include repair, replacement, price reduction, rejection, refund or damages. The Business will not require the Consumer to use a remedy that applicable law does not permit it to require.
Any commercial warranty or guarantee is additional to, and does not replace, limit or affect, the Consumer's statutory rights. Its terms, duration, geographical scope, claim process and guarantor will be provided clearly on a durable medium where required by applicable law.
The Business will comply with applicable product-safety obligations. If it identifies a safety issue or recall affecting the Goods, it will take the action required by applicable law and use the contact details available to it to give the Consumer appropriate information about the risk, remedy and any steps the Consumer should take. The Consumer should stop using affected Goods if the Business or a competent authority advises this.
The Business will supply the Digital Content as described before the Consumer places the order and in conformity with the contract and applicable law. The Business will provide information about compatibility, functionality and technical requirements where required. If the Digital Content is non-conforming, the Consumer has the mandatory remedies available under applicable law.
The Business will provide updates, including security updates, for the period and to the extent required by applicable law or promised to the Consumer. The Business will tell the Consumer about updates that are necessary to keep the Digital Content conforming. The Business is not responsible for non-conformity caused by the Consumer failing to install an update after receiving clear information about it and the consequences of not installing it, but only where applicable law permits.
Where the Consumer asks for Digital Content to be supplied immediately and applicable law permits a cancellation right to be lost on that supply, the Business will obtain the Consumer's express prior consent and acknowledgement separately and clearly before supply begins. Without that consent and acknowledgement, the Consumer keeps any cancellation right required by applicable law.
A promotion, voucher, discount code or gift card is subject to the terms clearly presented with it, including any eligibility, expiry, use and value conditions. Those terms will be fair and will not affect statutory rights. The Business may refuse or cancel a benefit obtained through fraud, misuse or an obvious technical error, but will explain the reason and refund any payment due where applicable law requires.
A subscription continues for the Subscription Period and renews only as clearly disclosed and permitted by applicable law. Before the Consumer becomes bound, the Business will state the price, billing frequency, renewal terms and how to cancel. The Consumer may cancel through a clear, accessible route. The Business will send any renewal reminder required by applicable law within the Renewal Notice Period.
The Business will process the Consumer's personal data in accordance with applicable data-protection law and the Privacy Notice. The Privacy Notice explains what personal data the Business collects, why it uses it, the Consumer's rights and how to contact the Business about privacy. Nothing in these terms replaces the Privacy Notice or limits rights the Consumer has under applicable data-protection law.
The Business or its licensors own the intellectual-property rights in its website, branding, content and materials. The Business gives the Consumer a personal, limited, non-transferable and revocable permission to use the website and Digital Content for the Consumer's lawful personal use and in accordance with the contract. This permission does not transfer ownership or permit copying, commercial exploitation, reverse engineering, interference or unlawful use, except where applicable law allows it.
The Business may cancel an order before delivery only where it has a genuine reason, such as unavailability, an obvious pricing or product-description error, inability to obtain payment authorisation, a delivery restriction, or reasonable suspicion of fraud or unlawful activity. It will notify the Consumer promptly and refund all amounts paid for the cancelled order without undue delay. This does not limit any stronger right the Consumer has under applicable law.
Nothing in the contract excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence where applicable law prohibits exclusion, and the Consumer's mandatory statutory rights. Subject to that, the Business is responsible for loss or damage caused by its breach, negligence or failure to use reasonable care, to the extent provided by applicable law. The Business does not exclude liability merely because a loss is indirect, consequential or unforeseeable where applicable law gives the Consumer a remedy.
The Consumer may send a complaint to the Complaints Contact. The Business will handle complaints fairly and respond within a reasonable time. The Consumer may use any statutory complaint, enforcement, court or alternative dispute-resolution route available in the Consumer's country of residence.
Where applicable, information about alternative dispute resolution is available from the ADR Details. Use of alternative dispute resolution is voluntary unless applicable law requires otherwise and does not prevent the Consumer from bringing a claim before a court or authority with jurisdiction.
The Business may change these terms for future orders or future subscription periods where it has a valid reason, such as a change in law, security, technology, service operations or cost structure. It will give clear advance notice where required by applicable law. A change will not retrospectively reduce the Consumer's rights for an accepted order or current paid period without the Consumer's express agreement.
Neither party is responsible for delay or failure caused by an event outside that party's reasonable control, except for payment obligations already due. The affected party will take reasonable steps to reduce the effect of the event. This clause does not remove any remedy that mandatory consumer law gives the Consumer.
The Consumer may not transfer the contract without the Business's consent, unless applicable law permits it. The Business may transfer its rights and obligations to another organisation if this does not reduce the Consumer's rights; it will notify the Consumer where applicable law requires. The Consumer may end the contract if applicable law gives a right to do so following the transfer.
If a court or competent authority finds any part of the contract unlawful, invalid or unenforceable, that part will be treated as modified or removed to the minimum extent necessary. The rest of the contract remains effective, unless applicable law requires otherwise.
A notice under this agreement must be in writing and sent to the relevant party using the Notice Details, or any replacement details notified in writing. A notice sent by email is received when no delivery-failure message is received; a notice sent by courier is received on recorded delivery. This clause does not apply to service of court proceedings where applicable law requires another method.
The Governing Law governs this agreement and any non-contractual obligations arising out of or in connection with it. The parties will first try in good faith to resolve a dispute through senior representatives. If they do not resolve it, the Dispute Forum has exclusive jurisdiction, except that either party may seek urgent interim relief from any court with jurisdiction. The Contract Language is the controlling language of this agreement. However, this clause does not deprive the Consumer of mandatory consumer-protection rights of the country where the Consumer lives or of the right to bring proceedings in any court that mandatory applicable law permits.