Before you sign
Terms and conditions usually cover ordering and how the contract is formed, price and payment, delivery or performance, cancellation and returns, warranties, limits on liability, intellectual property, complaints and which law applies. For consumer sales they sit alongside a separate privacy notice and must work with the statutory rights consumers already have.
The most common problems with a business’s own terms are templates that pre-date current consumer law, blanket liability exclusions that will not stand up, and cancellation or refund terms that contradict the statutory rules. If you have been sent another business’s terms, the usual issues are a one-sided liability position, wide rights for them to change the price or the service, and automatic renewal you may not have noticed.
QuickLegalCheck reads the whole set of terms from your side, whether they are yours or someone else’s, rates every clause, flags what is missing and suggests wording. The full report is £49 + VAT.
Why it’s worth checking
Terms and conditions tend to be written once and then left alone. That is fine until the business changes, the law changes, or a customer complaint turns into a dispute and someone reads the terms properly for the first time.
Take a hypothetical online retailer whose terms exclude liability for “any loss whatsoever”. A product it sold turns out to be faulty and damages the customer’s property. The retailer points to its terms. But the consumer’s statutory rights over faulty goods cannot be excluded, a term that purports to exclude them is not binding, and a blanket exclusion of other liability is very likely to be unfair and so not binding on the consumer either. The retailer ends up with no protection at all, whereas terms that excluded only what the law permits, such as business losses of a consumer or losses that were not foreseeable, would have stood a better chance.
Or imagine a business selling online subscriptions whose terms say “no refunds”. For most distance contracts, a consumer can cancel within 14 days without giving a reason. For services, if the consumer asks for the service to start during that period, the business can charge for what has been provided before cancellation, but only if it has given the required information and obtained the request. A flat “no refunds” term misstates the law, and relying on it invites complaints and trading standards interest. The Competition and Markets Authority can now also impose fines directly for breaches of consumer law under the Digital Markets, Competition and Consumers Act 2024.
Unfair terms are a wider concern. Under the Consumer Rights Act 2015, a term is unfair if, contrary to good faith, it causes a significant imbalance in the parties’ rights and obligations to the consumer’s detriment. Terms letting the business change the price or what it supplies without a valid reason and a right to cancel, or tying the consumer into automatic renewals that were not made clear, are typical examples of terms at risk. Terms must also be transparent and prominent if the business wants to rely on key terms such as the price being exempt from the fairness test.
Business-to-business terms are governed differently. The Consumer Rights Act 2015 does not apply, but the Unfair Contract Terms Act 1977 does, and many exclusions and limits of liability must be reasonable. There is also the question of whose terms actually govern the contract, which depends on how orders and acknowledgements are exchanged.
Key terms to look for
Statutory consumer rights
For consumer sales, the Consumer Rights Act 2015 sets rights for goods, services and digital content that your terms cannot take away. Terms that suggest otherwise can themselves be a problem.
Cancellation and refund rights
Most distance and off-premises consumer contracts carry a 14-day cancellation right, with exceptions. Your terms should reflect it accurately, including when the period starts.
Delivery and performance
Delivery timescales and what happens if they are missed. For consumer sales of goods, the default is delivery without undue delay and within 30 days unless another period is agreed.
Limitation of liability
Liability for death or personal injury caused by negligence, or for fraud, cannot be excluded. Other limits must be fair in consumer contracts and reasonable in most business contracts.
Data protection
Personal data use should be explained in a privacy notice that meets UK GDPR and the Data Protection Act 2018, with the terms pointing to it rather than trying to replace it.
Unfair terms
A consumer term that causes a significant imbalance in the parties’ rights to the consumer’s detriment, contrary to good faith, is not binding on the consumer.
Complaints and dispute resolution
How complaints are handled, and information about alternative dispute resolution (ADR) where the law or your trade body requires it.
Intellectual property
Protects your content, branding and materials, and sets out what customers may do with anything they receive.
Common mistakes
Liability exclusions that go further than the law allows
A business cannot exclude liability for death or personal injury caused by negligence, or for fraud, and in consumer contracts it cannot exclude the statutory rights over goods, services and digital content. A blanket exclusion is likely to fail, leaving the business with no effective limit at all.
Cancellation and refund terms that contradict the statutory rules
Most distance and off-premises consumer contracts carry a 14-day cancellation right, which for goods usually runs from delivery. Terms that ignore it, shorten it or promise less than the statutory refund are not binding, and failing to give the required cancellation information can extend the cancellation period by up to 12 months.
Treating the terms as the privacy notice
UK GDPR requires clear information about how you use personal data, usually in a privacy notice. Burying it in the terms, or leaving it out, makes it harder to show you have met your transparency obligations. The terms should point to a separate, up-to-date privacy notice.
Automatic renewal that is not made clear
An automatic renewal term that is not transparent and prominent, or that makes cancelling difficult, risks being unfair and not binding on the consumer. Further subscription contract rules under the Digital Markets, Competition and Consumers Act 2024 will add specific requirements on information, reminders and cancellation, so check whether they are in force when you update your terms.
No complaints procedure or ADR information
Consumer businesses must give certain pre-contract information, including about complaint handling where relevant, and in some circumstances must tell consumers about an ADR provider when a complaint cannot be resolved. Some sectors and trade bodies require ADR membership. Leaving this out can be a breach and makes complaints harder to contain.
Best practice
Keep your terms in line with current consumer law, write them in plain language and make them available before the customer commits. Make the important points prominent, especially price, renewal, cancellation and anything a customer would not expect. Set out the statutory cancellation right accurately, including the exceptions that apply to your products. Limit liability only to the extent the law allows, rather than trying to exclude everything, and point to a separate privacy notice for how you handle personal data. Say how complaints are handled and give ADR information where required.
Review your terms whenever your business model, pricing or products change, and at least once a year. Consumer law is changing, particularly on subscriptions under the Digital Markets, Competition and Consumers Act 2024, so check for updates when you review. If customers regularly say a term is confusing or unfair, treat that as a warning. If you sell to other businesses as well as consumers, use separate sets of terms, because the rules on liability and cancellation are different. If you are the customer reading someone else’s terms, focus on liability, price changes, renewal and how to cancel.
Questions
Can a business exclude all liability in its terms and conditions?+
No. Liability for death or personal injury caused by negligence, and for fraud, cannot be excluded. In consumer contracts, the statutory rights over goods, services and digital content cannot be excluded either, and any other exclusion or limit must be fair. In business contracts, most exclusions and limits must be reasonable under the Unfair Contract Terms Act 1977. A clause excluding all liability will almost certainly fail.
What is the statutory cancellation period for online purchases?+
For most distance contracts with consumers, including online sales, it is 14 days. For goods it usually runs from the day the goods are delivered; for services it runs from the day the contract is made. The consumer does not have to give a reason. The trader must refund within 14 days, though for goods it can usually wait until the goods come back or the consumer shows they have been sent, and it can deduct for any loss in value caused by handling beyond what was needed to inspect them. There are exceptions, such as personalised goods, perishable goods and some digital content.
Do I need a separate privacy notice if I have terms and conditions?+
In practice, yes. Your terms set out the contract. UK GDPR requires you to tell people how you collect and use their personal data, and that information is usually given in a separate privacy notice. Your terms should link to it. The Information Commissioner’s Office (ico.org.uk) has guidance on what a privacy notice must contain.
What are unfair contract terms and why do they matter?+
Under the Consumer Rights Act 2015, a term in a consumer contract is unfair if, contrary to good faith, it causes a significant imbalance in the parties’ rights and obligations to the consumer’s detriment. Examples at risk include terms letting the business change the price without a right to cancel, excluding liability wholesale or renewing a contract automatically without making that clear. An unfair term is not binding on the consumer, although the rest of the contract usually continues. Courts must consider fairness even if the consumer does not raise it.