Terms of sales: analysis with a lawyer

Continuing sharing learnings from a 1h call with a great lawyer in France (see context here)

On terms of sales, as a marketplace we need to distinguish:

  • what a local OFN entity sells
  • what sellers on the OFN plateform sell

We need to distinguish terms of sales, and terms of use (maybe in some countries they are in the same document).

The OFN local entity terms of sales

A local OFN entity only sells services:

  • Saas access to a business management platform / marketplace
  • support, consluting, training services
  • eventually software edition services

Our terms of sales are addressed to our paying customers, who are legal entities or individuals acting for not yet constituted legal entities, or association “de facto” (even if not declared). So we sell to entities of producers and hubs.
We need to be super careful in the type of support we include in our commercial offer. Especially, not offer legal services, like for example, if we give in a “support pack” some terms of sales templates that hubs can use, we are positioning ourselves as legal advisors and doing illegal exercise of the profession of lawyer. So in such cases, we can share on a forum some examples of terms of sales that others have used, or even share them for information and inspiration, but we need to be careful about the way we formulate all that.

Also in term of support, we are clear that we don’t do final customer support and might want our customers to commit to answer questions they would receive from final customers of our marketplace (TBD).

Also we need to make sure that all our customers accept those terms of sales, and when they do, we need to save the date of acceptance somewhere, and be able to easily prove which version of the terms of sales were applicable at that date (as they sometimes evolve…)

The seller terms of sales

Terms of sales are not compulsory, as contracts can be “tacit”.
But it is recommended, as of course, when everything goes ok you don’t need contracts, they are useful only when things go wrong. Like in CSA, that’s why they insist of the contract, because if the basket is empty (things go wrong) the happy customer might not be so happy to pay for an empty basket…

So even if they are not compulsory, we need to give the possibility to the seller to put their terms of sale somewhere and make their customers accept them when purchasing products in their shop.

We don’t legally have to, but if we want to offer the possibility to the producers and hubs to protect themselves, we want them to be able to do it. This is especially a must-have for CSA models.

The platform terms of use

Terms of use is about the use of the platform, the website. There will be one side for seller user, one for final customers. Example (in French)

For info @NickWeir @Kirsten @tschumilas @Theodore @sauloperez if that can be useful. Of course those are a bit country specific, but I guess basic principles are common between countries… Anyway we will keep on sharing how we move forward on this, and I open a wishlist now about enabling hub to put their terms of sales and have final shopper validate them at checkout.

thanks @MyriamBoure! I do hope so… because we haven’t done anything regarding this in Katuma :see_no_evil: