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Plain-language business-to-consumer terms for online or distance sales of goods, with optional digital content and subscription provisions, for use under the law of 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 — Business legal name and details] (the "Business") and [TO BE CONFIRMED — Consumer legal name and details] (the "Consumer").
"Website" means [TO BE CONFIRMED — Website or online store].
"Business Contact Details" means [TO BE CONFIRMED — Business customer-service contact details].
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"Return Address" means [TO BE CONFIRMED — Returns address and return instructions].
"Privacy Notice" means the privacy notice available at [TO BE CONFIRMED — Privacy notice link].
"Complaints Contact Details" means [TO BE CONFIRMED — Complaints contact details].
"ADR Entity" means [TO BE CONFIRMED — ADR entity details].
"Force Majeure Period" means 60 days.
The Website and any product information are an invitation to place an order, not an offer by the Business to supply. The Consumer places an order by completing the checkout process and pressing the button that confirms an obligation to pay. Before placing the order, the Consumer can review the order and correct input errors.
The Consumer's order is an offer to buy the selected goods or digital content. The Business may accept it by sending an order-confirmation email or by dispatching the goods, whichever happens first. An automated acknowledgement that the Business has received an order does not itself accept it. The Business will provide the Consumer with confirmation of the contract on a durable medium.
The Consumer can contact the Business using the Business Contact Details. The Business will communicate with the Consumer in English unless it agrees otherwise.
The price, applicable taxes and delivery charges are those shown at checkout before the Consumer places the order. The Business will clearly show the total price payable or, where it cannot reasonably calculate it in advance, explain how it will be calculated. Prices may change before an order is accepted, but a change will not affect an accepted order except to correct an obvious pricing error under the Order Cancellation clause.
Payment is due when the Consumer places the order, using the payment method offered at checkout. The Business will not charge more than its reasonable direct cost for a chosen payment method where the law permits any charge. If payment is refused, reversed or cannot be collected, the Business may suspend dispatch and contact the Consumer to arrange payment.
The Business will deliver the goods to the delivery address agreed with the Consumer within the Delivery Period, unless the Business and Consumer agree another time. If the Business does not deliver on time, the Consumer has the remedies provided by law, including the right in appropriate circumstances to treat the contract as at an end.
The goods are the Consumer's responsibility from the time they come into the physical possession of the Consumer or a person identified by the Consumer to take possession. If the Consumer chooses a carrier that the Business did not offer, the goods are the Consumer's responsibility when delivered to that carrier.
Ownership of goods passes to the Consumer when the Business has received payment in full for them, provided this does not affect the Consumer's statutory rights.
For a distance contract, the Consumer has a legal right to cancel the contract within 14 days without giving a reason. For goods, the period starts on the day after the Consumer, or someone the Consumer nominates, receives the goods. For separately delivered goods in one order, it starts on the day after receipt of the last item. For digital content not supplied on a tangible medium, it starts when the contract is made. These rules are subject to the statutory exceptions explained in the Cancellation Exceptions clause.
To cancel, the Consumer must tell the Business before the cancellation period ends by a clear statement, using the Business Contact Details or any cancellation method made available on the Website. The Consumer may use the model cancellation form supplied with the order confirmation, but does not have to.
After cancelling, the Consumer must send back the goods to the Return Address without undue delay and no later than 14 days after telling the Business of the cancellation. The Consumer bears the direct cost of returning the goods, unless the goods are faulty, misdescribed or the Business agrees otherwise. The Consumer is liable only for any reduction in value resulting from handling beyond what is necessary to establish the nature, characteristics and functioning of the goods.
The Business will reimburse payments received from the Consumer, including the cost of its least expensive standard delivery option, without undue delay and no later than 14 days after receiving the Consumer's cancellation notice. For goods, the Business may wait until it receives the returned goods or the Consumer supplies evidence of sending them back, whichever is earlier. The Business will use the Consumer's original payment method unless the Consumer expressly agrees otherwise and will not charge a fee for the reimbursement.
The cancellation right does not apply where legislation says it does not apply. This can include goods made to the Consumer's specifications or clearly personalised; goods liable to deteriorate or expire rapidly; sealed goods not suitable for return for health protection or hygiene reasons once unsealed; goods inseparably mixed with other items after delivery; and sealed audio, video or computer software once unsealed. For digital content not supplied on a tangible medium, the right can be lost only where supply has begun with the Consumer's prior express consent and acknowledgement that the cancellation right is lost, as required by law.
The Business must supply goods that are of satisfactory quality, fit for purpose and as described. If goods do not meet those standards, the Consumer has statutory remedies. These may include a short-term right to reject within 30 days of delivery, repair or replacement, and, if appropriate, a price reduction or final right to reject. The remedy available depends on the circumstances and applicable law.
The Consumer should contact the Business using the Business Contact Details if goods are faulty, damaged or misdescribed. The Business may ask for reasonable information or evidence to assess the issue and will provide a return method where needed. Nothing in this clause requires the Consumer to pay return costs for goods that do not conform to the contract.
Any manufacturer's warranty or commercial guarantee is additional to, and does not replace, the Consumer's legal rights. Its terms will be provided with the relevant product or made available before purchase. The Business does not give any guarantee beyond those expressly stated or required by law.
The Business will comply with applicable product-safety law. If the Business identifies a safety issue or recall affecting goods supplied to the Consumer, it will take appropriate action, which may include contacting the Consumer using the details provided, giving safety instructions, arranging return, repair, replacement or refund, and cooperating with relevant authorities.
The Business will supply digital content that is as described, of satisfactory quality and fit for a particular purpose made known to the Business where the law requires this. The Business will provide updates, including security updates, where required by law or promised to the Consumer. If digital content is faulty, the Consumer has statutory remedies, including repair or replacement, a price reduction or, in appropriate circumstances, a refund. The Business is not responsible for a failure caused by the Consumer's failure to install an update that the Business has supplied, if the Consumer was informed of the update and the consequences of not installing it and the failure was not caused by inadequate installation instructions.
Promotions, discount codes, vouchers and store credit are subject to the specific terms clearly stated when they are issued. Unless those terms say otherwise, they cannot be exchanged for cash, used with another promotion, transferred or applied retrospectively. The Business will not withdraw or alter a promotion after the Consumer has placed an order using it, except to correct an obvious error, prevent fraud or comply with law.
Before the Consumer enters a subscription, the Business will clearly state the recurring price, billing frequency, minimum commitment if any, renewal terms and how to cancel. The Consumer may cancel through a clear and straightforward method made available on the Website or by using the Business Contact Details. Cancellation takes effect at the end of the current paid billing period unless the Business states a later date clearly before the Consumer subscribes and that date is permitted by law. The Business will comply with applicable reminder, renewal and cancellation requirements.
Nothing in these terms excludes or limits the Business's liability where it would be unlawful to do so. This includes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the Consumer's statutory rights, defective products, or any other liability that cannot lawfully be excluded or limited. Subject to this, the Business is responsible for loss or damage that is a foreseeable result of its breach of these terms or negligence. Loss or damage is foreseeable if it is an obvious consequence of the Business's breach or if the Consumer and Business knew it might happen when the contract was made. The Business is not liable for loss or damage that is not foreseeable.
The Business will process the Consumer's personal data in accordance with the Privacy Notice and applicable data protection law, including the UK GDPR. The Privacy Notice explains how the Business collects, uses, shares, retains and protects personal data and how the Consumer can exercise their rights. The Business will obtain any consent required by law for cookies or electronic marketing.
The Business or its licensors own the intellectual property rights in the Website and its content. The Consumer may use the Website for personal, non-commercial shopping and use of purchased products, but must not copy, exploit, alter, distribute or use its content for commercial purposes without the Business's prior written permission, except where law permits.
Before dispatch, the Business may cancel an order if the goods are unavailable, there is an obvious error in the price or product description, it cannot meet the delivery requirements, payment cannot be authorised, or it reasonably suspects fraud or unlawful activity. The Business will notify the Consumer promptly and refund all amounts paid for the cancelled order without undue delay.
The Consumer can make a complaint using the Complaints Contact Details. The Business will investigate and respond within a reasonable time. If the complaint cannot be resolved, the Business will provide any information about alternative dispute resolution that it is legally required to provide. The Consumer may also have other ways to pursue a claim, including court proceedings.
Where the Consumer's complaint is within its scope and the ADR Entity agrees to consider it, the Business will participate in alternative dispute resolution through the ADR Entity. This does not prevent the Consumer from bringing court proceedings.
The Business may change these terms from time to time to reflect changes in law, regulation, security, technology, business operations or the products it offers. A change will not affect an order already accepted, unless the change is required by law or is clearly in the Consumer's favour. The terms published on the Website when the Consumer places an order apply to that order.
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 Consumer may not transfer their rights or obligations under these terms without the Business's consent. The Business may transfer its rights and obligations to another organisation, but will tell the Consumer if this happens and will ensure that the transfer does not affect the Consumer's rights under the contract.
If a court or other competent authority decides that any part of these terms is unlawful or unenforceable, the remaining parts will continue in effect.
No person other than the Business and the Consumer has any right to enforce these terms, except where the law gives that person a right.
These terms and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, are governed by the law of England and Wales. If the Consumer lives in a part of the United Kingdom other than England and Wales, they may also have the protection of mandatory laws of that place. The Consumer may bring proceedings in the courts of England and Wales or in the courts of the part of the United Kingdom where they live. The Business will bring proceedings only in the courts of the part of the United Kingdom where the Consumer lives, unless applicable law permits otherwise.