The Waterfront Partnership

Online B2B

In addition to general website content considerations, when procuring and entering into contracts online (electronically) there are specific legal requirements with which you must comply.

We recommend that you seek legal advice in relation to your specific trading circumstances. However, the following will provide a general taster of the issues to watch out for:

• The online environment is truly worldwide, enabling you to access much greater markets than through more traditional means. However, the downside is that unless your website specifically excludes contracting with businesses or persons in specific countries, your contracts may be subject to the consumer, consumer credit and other laws of the countries in which your purchasers are domiciled.

• Under English law (and many other laws world-wide) the terms of the contract must be made known to the purchaser before the contract is entered into. Therefore, in the design of any website for online trading, it is essential that purchasers are made to scroll down through the terms and conditions of sale and acknowledge that they agree to them, before entering into the contract. This goes someway to ensuring that purchasers are aware of each party's legal obligations and are knowingly bound by your terms and conditions. This will help you enforce your contractual rights should you need to.

• Under English advertising law, you must ensure that the information on your website is legal, decent, honest and truthful, and this means keeping your website up-to-date so as to ensure that you do not mislead anyone.

• There are certain European directives and regulations with which you may need to comply. For example, the E-Commerce Directive provides that certain information must be provided on the websites of online service providers, including:
  • Your full contact details, so as to enable rapid and direct communication
  • Your VAT number
  • Clear price indications
  • Clear identification of any electronic communications designed to promote your goods/services or image
  • Clear identification of promotional offers; and
  • A clear description of the technical steps taken to conclude the contract online, so that purchasers are aware of what the process involves and the point at which they contractually commit themselves.

• If you contract to sell products or services to consumers either over the internet or by a means not "face-to-face" (i.e. phone) then you may also need to comply with the Consumer Protection Regulations for those sales channels. The Consumer Protection Regulations require you to provide certain information (in addition to the information requirements of the E-Commerce Directive) to the consumer both before and after the point of sale, and may deem it necessary to inform the consumer of their right to cancel.

• Non compliance with either the E-Commerce Directive and/or the Consumer Protection Regulations can have serious implications. Depending on the exact nature of the non-compliance, customers may cancel their order, seek a court order, and sue for damages for breach of statutory duty if they can demonstrate that they have suffered loss as a consequence of your failure to comply with the statutory regulations.

• By entering into online contracts with consumers, you will receive personal data about identifiable individuals. You will therefore need to notify the Information Commissioner's office to enable you to hold such personal data and ensure you comply with data protection legislation.