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

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

  • Boilerplate clauses in business-to-consumer contracts—specific clauses
  • Background
  • Overview
  • Adjudication
  • Alternative dispute resolution (ADR)
  • Arbitration
  • Assignment
  • Definitions and interpretation
  • Entire agreement
  • Force majeure
  • more

This Practice Note considers the use of specific boilerplate provisions in business-to-consumer (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. 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 our suite of template B2C contracts and drafting tips, see ‘Drafting contracts with consumers’ in: Consumer protection contractual relationships—overview and Drafting consumer contracts—checklist.

Background

CRA 2015 provides that terms and notices in B2C contracts:

  1. must be 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 and non-exhaustive list of terms