If you are advertising or selling products online via a website and your target audience is other businesses, you will be subject to the E-Commerce Regulation which imposes certain requirements on traders.
However, if your targeted audience are individual consumers, your website will be subject to Consumer Contracts Regulations 2013 and Consumer Protection from Unfair Trading Regulations 2008 which given enhanced rights to individual consumers with whom you trade.
This blog will address contracts between businesses only (also known as ‘business to business’ contracts) and therefore, those which are subject to the E-Commerce Regulation. It is important that you are aware of your obligations, which are set out briefly below.
The following details should be displayed on your website and be ‘easily, directly and permanently accessible’:
- Name and contact details (geographical address, email address);
- (If applicable) the company’s registration number or details of any other register in which the service provide is entered;
- (If applicable) details of any relevant supervisory authority;
- VAT registration number.
Other requirements in order for there to be a deemed conclusion of your contract with the other party with whom you are trading are:
- A description of the technical steps the customer must follow to conclude the contract;
- Confirmation of whether or not any contract concluded between you as the service provider and the customer will be filed by you as the service provider and, if so, whether it will accessible by the customer;
- All prices should be indicated clearly and unambiguously, in particular, providing details of whether they are inclusive of tax and delivery costs; and
- A description of the technical means by which the customer can identify and correct input errors before he/she places an order must also be displayed – Tip: use an editable order form and flag the final ‘buy button’ as irrevocable.
In relation to the contract’s terms and conditions (not terms and conditions for use of website):
- Terms and conditions should be displayed on the website and accessible by the user; and
- Any user must be able to download and store the terms and conditions. Tip: Tick box confirming that the terms and conditions were read after scrolling through, a button enabling the customer to download the terms and conditions before clicking ‘next’ and/or email a copy of the terms and conditions to the customer. .
After your transaction with the purchaser has been completed, you should acknowledge receipt of the order to the recipient by electronic means and without undue delay. Tip: This can be done through an automated email. However, it is important that the automated email is clear and explicit as to whether a contract was formed. For example, your automated email could include ‘Your order is currently being processed and we will send you a further email to confirm whether the order is accepted. Payment will be refunded if your order is refused’.
The default position when considering whether a contract has been formed falls back into the common law and the doctrines of ‘offer’ and ‘acceptance’.
The Corporate Commercial Department here at Fisher Jones Greenwood LLP can certainly assist you if you require any further information in this respect.
Failure to comply with the Regulation generally allows the recipient party to enforce the Regulation against you as the provider and claim damages for breach of statutory duty. Failure to comply with point (viii) as set out above within this article, allows the recipient party to rescind (terminate) the contract (subject to your right as the provider to apply for a court order upholding the contract.
The Corporate Commercial Department here at Fisher Jones Greenwood LLP can certainly assist you with guidance and helpful suggestions on how to ensure your website is compliant with the Regulation. Should you require any further information or assistance please do not hesitate to get in touch – call 01206 700113 or email [email protected].