There are certain considerations all shareholders should think about when entering into Shareholders’ Agreements. Below I set out five key points which, in my experience, clients overlook when approaching me for advice on Shareholders’ Agreements.
Contract formation
Often overlooked by businesses, this is a key term to include in contracts which are concluded online. It’s important as it determines when the business’s obligation to manufacture, order and/or send the goods commences.
You want to ensure that the customer’s order is, legally, an “offer” and that you are entitled to “accept” or “reject” that offer. If you accept the order, a contract is formed at which point your obligations to the consumer under the contract start.
You should also ensure that the consumer clearly “accepts” that the terms and conditions apply to their order through proper incorporation into your website.
By way of an example, if a customer places an order for delivery outside of the UK, and your business only delivers to the UK, you will have the right to reject that order.
Goods
A well drafted terms and conditions will include a term which explains that, while the business does its best to ensure that images of the goods are accurate, those images may vary slightly from the goods themselves. An example of variation would be in relation to colour which can depend on the device the customer is using to order the product.
Delivery of the goods
How are you going to deliver the goods, what are the timescales of doing so and what are the associated costs? In addition, what happens if you are unable to deliver the goods due to customer or due to the business?
Generally, the contract is only completed once the goods are delivered, and until that time they are the business’s responsibility. Businesses need to ensure that, where they are not delivering goods themselves, they are using reputable carriers and that they are given sufficient comfort in the carrier’s terms and conditions.
Consumers right to change their mind
This right will apply to the majority of goods purchased online. It allows consumers the right to change their mind, for no reason, within 14 days and receive a full refund. There are certain goods which this right will not apply to, for example bespoke products, so you need to ensure that this right is clearly explained and any exceptions are clearly set out.
Problems with the goods
Terms and conditions should include a clear explanation of how a consumer can contact a business in relation to any problems with the goods. This should include by telephone, email and post and may also provide for a website based “contact us” page. Businesses should make it as easy as possible to allow consumers to contact them to resolve any problems, as consumers who feel aggrieved may choose to vent their frustrations online on social media or through a negative review.
