What is B2B?
B2B is selling business to business - one business sells or provides products, services or information (ie e-commerce) to other businesses or companies, rather than to consumers. B2C on the other hand, or business to consumer, is where businesses sell products or provide services to consumers.
Consumer Contracts Regulations
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations only apply to B2C contracts. Being exempt means that if you sell to businesses, then your returns and cancellation policy is governed by your contract with that customer, ie your own Terms and conditions. For more information on this, read Supply of services B2C or Ask a lawyer.
If you are selling online to businesses you must comply with E-commerce Regulations. These regulations ensure that electronic contracts are legally binding and that customers are provided with certain information regarding the business they're dealing with as well as that business' adopted codes of conduct.
Businesses covered by the E-commerce Regulations have to share a certain amount of information with their customers, including a company name, registration details and VAT number if applicable.
The E-commerce Regulations say that any prices stipulated on a website should clearly state whether or not they include hidden charges such as VAT and delivery. In short, prices should be clear and unambiguous.
As for the forming of electronic contracts, the E-commerce Regulations state that:
Electronic contracts should be able to be completed online.
The customer has the right and must have the ability to revise any mistakes contained in their order prior to making a purchase (or concluding the contract).
Once the order is placed, confirmation of the order and all relevant information, including terms and conditions, delivery times and prices should be sent to the customer without undue delay.
Online businesses are also obliged to provide customers with all of the steps involved in the ordering process, together with information relating to their contract (eg whether or not the business will file the electronic contract and whether it is readily accessible). Online businesses must inform customers of any codes of conduct they adhere to, as well as advice on how customers can consult them.
What impact does Brexit have on e-commerce?
As of 1 January 2021, the Electronic Commerce (e-Commerce) Directive 2000 no longer applies to the UK.
The Directive, which relates to online activities in EEA countries, allows EEA online service providers to operate in any EEA country, while only following relevant rules in the country in which they are established. The Directive no longer applies to UK online service providers who operate in the EEA. Where the services you provided previously fell within the scope of the Directive, you should ensure that you comply with the relevant requirements in each EEA country you operate in (eg those which were previously covered by the Directive).
How do I determine if the Directive applied to me?
1. Check if you were in the scope of the Directive
The Directive applies to ‘information society services’. Such services are defined as those which are typically provided:
for payment, including indirect payment (eg advertising revenue)
‘at a distance’
by electronic means, and
at the individual request of a service recipient
In practice, this covers the majority of online service providers (eg social media platforms, online marketplaces and retailers, and internet service providers).
2. Check where your service is based
This is your ‘place of establishment’. Your place of establishment is a fixed establishment where you pursue your economic activities without a set end date. For more information, see the Government’s guidance.
3. Check for new legal requirements
UK businesses should check for legal requirements in any EEA countries that they operate in. They will now need to follow the requirements in these countries from which they were previously exempt under the Directive.
If you are a UK-based online service provider, you may also become subject to ‘prior authorisation’ schemes (eg licensing requirements) in EEA countries.
When operating as a UK service provider in the EEA, you should have processes for ongoing compliance in place. You should also consider taking specialist legal advice.