Boilerplate clauses in business-to-consumer contracts—general principles
Boilerplate clauses in business-to-consumer contracts—general principles

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Boilerplate clauses in business-to-consumer contracts—general principles
  • What is ‘boilerplate’?
  • Background
  • Fairness test under the CRA 2015
  • Transparency test under the CRA 2015
  • Unfair commercial practices
  • Guidance from the CMA
  • Sector-specific guidance
  • Blacklisted terms and notices in the CRA 2015
  • The ‘grey list’ in the CRA 2015
  • more

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Practice Note. For further guidance, see Brexit Bulletin—key updates, research tips and resources and Brexit toolkit.

This Practice Note sets out the law on the use of boilerplate provisions in business-to-consumer (B2C) contracts. As well as providing details on the Consumer Rights Act 2015 (which regulates unfair terms in B2C contracts), it also looks at the Competition and Markets Authority (CMA) guidance ‘Unfair contract terms: CMA37’.

For discussion on the use of specific boilerplate provisions in B2C contracts, namely adjudication, alternative dispute resolution (ADR), arbitration, assignment, definitions and interpretation, entire agreement, force majeure, governing law, jurisdiction, limitation and exclusion of liability, variation and waiver, see Practice Note: Boilerplate clauses in business-to-consumer contracts—specific clauses.

For more information on the use of standard terms and conditions in B2C contracts generally, see Practice Notes:

  1. Consumer standard terms and conditions—the business context

  2. Consumer standard terms and conditions—the advertising and marketing context, and

  3. Consumer standard terms and conditions—online ‘read and understood’ declarations

For our suite of template B2C contracts and drafting tips, see ‘Drafting contracts with consumers’ in: Consumer protection