Website terms and conditions template: retail of hardware and licensed software

These terms are for the website of a business that sells products where all or some of which are sold with a licence to use software that the retailer has developed or owns. The business is most likely to be a developer that sells compatible hardware products, or a hardware manufacturer that has developed software for their products. The template is easy to adapt to the way your business sells, and suitable for selling internationally.

Suitable for use in: England & Wales and Scotland
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  • Plain English makes editing easy
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About this document

This template is an adaptation of our standard T&C for an online retailer so that it is suitable for businesses who sell hardware and software together.

The retailer will have developed the software, but may or may not have developed the hardware. In legal effect, the terms govern the sale of hardware and a grant of licence to use the software.

Examples of businesses that might use this template fall under two categories:

  • hardware manufacturers selling a product that uses software that the manufacturer has also developed (or otherwise owns)

  • software houses selling compatible third party hardware for their software

As examples:

  • a manufacturer of cameras who wishes to provide its own editing software for use the product "out of the box"

  • a manufacturer of programmable toy robots that require specialised software produced by the manufacturer to be installed on a PC in order to load customer-written code onto the robot

  • a developer of GPS mapping software that can be used with a variety of third party devices that wishes to sell some of the devices alongside its own products from its website

  • developers of contactless payment system software that requires particular hardware to operate

How these T&C will help you

Using this document on your website will help you:

  • set out clearly how your business works and what customers can expect

  • present a professional image of your business. Our use of plain English helps ensure customers do not feel intimidated by overly formal or legalistic language

  • prevent misunderstandings and make solving disputes easier

  • comply with consumer protection law (such as the Consumer Contracts (ICAC) Regulations 2013) if you sell to consumers without compromising your legal rights if you also sell to businesses

  • protect your website from misuse (we include paragraphs that form an Acceptable Use Policy, useful if your visitors can interact with your website, for example, by posting reviews or exchanging messages in a customer forum)

  • trade safely internationally, whether your customers are in the UK, EU or further afield

Are these terms suitable for your business?

If you are able to identify your business by reading the points below, then this template should be suitable for you. We also list similar alternatives afterwards.

You are

  • a hardware manufacturer or software developer that sells direct to end customers

These T&C are suitable for businesses of all sizes. You may be a newly started sole trader with a single product or an established company selling thousands of different product lines.

Your customers

  • could be businesses or consumers (private individuals) or both
  • are not further distributors or retailers of the product

Your customers could be located in any country. These terms and conditions include provisions for sale abroad as well as within the UK.

Order method:

  • the customer buys online, direct from your e-commerce enabled website

You are selling

  • some products that use software developed or owned by you

Neither the hardware nor the software sold on your site should created or customised to unique specifications given by the customer. In other words, it should be a standard product (or products) available to all visitors.

The software should be sold in hard copy and packaged alongside the product, not as a separate download.

Not all your products that you sell have to use your software for this template to be suitable - you can sell some that do, and some that don't. However, we have other, more suitable templates if you sell:

  • third-party software with all your products (and therefore are not licensing your own software)

  • software by download

  • products that require on-going maintenance or additional service contracts

  • a contract for recurring orders that continues until the customer cancels it

  • services in addition to products

Payment may be made:

  • immediately on the web site (e.g. by credit card)
  • by cheque or bank transfer
  • on a pre-arranged credit account

Delivery could be any of the following:

  • by your business
  • by post or courier
  • direct from a third party (such as the manufacturer)
  • or, the customer may pick up the product from your premises

Delivery could be in a single instalment or in multiple instalments.

Alternative templates

We sell other templates for businesses that sell goods via their website:

Terms for sale of goods to businesses should be used if your customers are businesses only and you sell goods only. It doesn't take account of consumer law.

If you make or source goods to order, our terms for this type of business are suitable. For example, you may sell customised greetings cards, or source rare wine, or make made to measure suits.

If customers part design the goods they buy, these terms are appropriate. For example, site visitors may contribute their own artwork to be printed on products (such as clothing) in return for a royalty or free product.

We assume that you do not sell to distributors or wholesalers or retailers. If you do, your arrangement is one of sales agency and should be in under an agency agreement.

If you are in any doubt as to which template you should choose, please contact us.

The law relating to this document

The law in these T&C is largely common law that deals with the basics of contracts: offer, acceptance, price and payment, delivery, returns, dispute resolution, liabilities and risk. Provided you comply with the law, you can set the terms you like.

The terms are valid for businesses based anywhere in the UK.

This template complies with The Sale of Goods Acts (1979 and 1994) and The Consumer Contracts (ICAC) Regulations 2013 allowing you to sell to businesses or consumers.

Where statute law could apply, the T&C have been drawn then applies to specific circumstances, for example, we have included provisions to comply with the Waste Electronic and Electrical Equipment Regulations 2006, but these are only relevant if the type of goods sold are electronic or electrical.

We have contracted out of the Contracts (Rights of Third Parties) Act 1999 so as not to obligate you in contracts made between your customer and any other party. This is usual in a document such as this one.

Contents

This document includes provisions that cover:

  • Identification of the parties
  • Offer and acceptance
  • Recognition of grant of software licence
  • Price and payment: including taxes, charges and foreign currency payments
  • Security of credit card information
  • Consumer protection: cancellation and exclusions
  • Delivery: method, timing, delayed delivery, delivery in instalments, pick up
  • Foreign tax and duties
  • Liability for subsequent defects
  • Cancellation
  • Return of goods: reasons and procedure
  • Disclaimers
  • Information provided by the customer: includes acceptable use policy and indemnity
  • Changes to information on your website
  • Protection of your intellectual property
  • Interruption to service of web site
  • Security
  • Dispute resolution
  • Waste Electronic and Electrical Equipment Regulations 2006;
  • Other miscellaneous legal provisions to protect you (warranties, exclusions, indemnities etc)
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

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