Editor’s Note: Today’s blog is the second part of Chuck Intrieri’s series on how procurement and suppliers can avoid issues with their contracts. In part two, Chuck focuses on how to draft your terms and conditions.
It Would Benefit Both Procurement and Suppliers To Write in a Clear, Friendly, and Organized Manner
How to Begin Your Terms
By accessing and using this website, you accept and agree to be bound by the terms and provision of this agreement. Also, when using this website’s particular services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are at this moment incorporated by reference into the TOS.
ANY PARTICIPATION IN THIS SITE WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THE ABOVE, PLEASE DO NOT USE THIS SITE.
This will help ensure that the proceeding TOS is legally enforceable and that the user did, in fact, agree to the terms and conditions.
Disclaiming Accuracy of Information
“This site and its components are offered for informational purposes only; this site shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the site, and shall not be responsible or liable for any error or omissions in that information.”
Such a statement will help protect you against liability if someone relied upon your information available on your website.
Along the same theme, you should also include a disclaimer for any liability resulting in the use of your website. This liability might arise from someone actually following any tips you might suggest or even just using the website itself. For example, in a very rare situation, someone might have an epileptic seizure brought about by viewing a certain video on your site. A disclaimer addressing these issues can help protect you from liability.
Intellectual Property Rights
Data and Privacy
When supplying goods, it’s vital that you make clear that you are only partially responsible for the delivery and condition of goods. Most companies will use a third party to ensure the deliveries are made, but once that package is collected from you, the responsibility lies with the courier. Procurement and suppliers need to consider allowing a few extra days for ‘acceptable delivery times’ in your terms and conditions. Unless you are shipping food stuff, the delivery time will not affect the state of the goods and most people are reasonably understanding of the occasional late delivery.
Other Considerations for Procurement and Suppliers Professionals in Drafting the Dreaded Ts&Cs
There are an almost limitless number of issues that can come up, and most sites will have specific issues to worry about; but here are some more highly regulated areas that might give rise to legal liability that both procurement and suppliers professionals must consider:
- Failure to operate a secure server that stores personal information;
- Failure to identify and assess internal and external risks to the security of personal information;
- Failure to monitor the effectiveness of security of personal information and update security measures as indicated by changes in website operations;
- Offering monthly subscription or membership payment models, or any payment scheme where payment is made over time after the delivery of the product or service;
- Sharing of personal information with others for purposes of direct marketing;
- Permitting third party service providers such as website maintenance and SEO service providers or hosting service providers to have access to the internals of your server;
- Transmission of personal information outside the website’s secure system or across public networks;
- Operation of a blog or forum that permits users to upload text or files;
- Operating a website that targets children or at least by graphics, text, and products or services would be attractive to children under 13;
- Serving third-party cookies (e.g. Google Analytics);
- Serving behavioral ads (e.g. Google’s AdSense);
- Use of a competitor’s trademark in keyword-triggered ads; and
As e-commerce continues to rise in use by both manufacturers and distributors. Supply chain actors, such as procurement and suppliers professionals will need to have a better understanding of how terms & conditions on a website or in an invoicing situation can affect the overall flow of goods in the entire logistics landscape.