Boilerplate clauses in business-to-consumer contracts—specific clauses

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

  • Boilerplate clauses in business-to-consumer contracts—specific clauses
  • Background
  • EU case law before and after Brexit
  • Overview
  • Assignment
  • Trader’s right to assign
  • Consumer’s right to assign
  • Definitions and interpretation
  • Dispute resolution
  • Information requirements
  • More...

Boilerplate clauses in business-to-consumer contracts—specific clauses

This Practice Note considers the use of specific boilerplate provisions in business-to-consumer (B2C) contracts, namely assignment, definitions and interpretation, dispute resolution (eg adjudication, alternative dispute resolution (ADR), arbitration), entire agreement, force majeure, governing law, jurisdiction, variation and waiver. It looks at the Competition and Markets Authority (CMA) guidance ‘Unfair contract terms: CMA37’ in the context of these specific boilerplate provisions.

This Practice Note should be used with Practice Note: Boilerplate clauses in business-to-consumer contracts—general principles, which provides information on the general principles that need to be taken into account when drafting boilerplate in a B2C contract, including details on the fairness test, the ‘grey list’ of potentially unfair terms, the transparency test and ‘blacklisted’ terms set out in the Consumer Rights Act 2015 (CRA 2015), which regulates B2C contracts, and other related consumer protection legislation.

For information on exclusion and limitation of liability in B2C contracts, see Practice Note: Exclusion and limitation of liability—business-to-consumer.

For our suite of template B2C contracts and drafting tips, see: Trading with consumers—overview and Drafting consumer contracts—checklist.

Background

Terms and notices in B2C contracts must be:

  1. fair—a term or notice is unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties’ rights and obligations under the contract to the detriment of the consumer; CRA 2015, Sch 2 Pt 1 contains an indicative

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