Carol - Carol's Garden
When do you need them?
Having clear terms and conditions of business is really about being straightforward, open and honest to deal with.
There is always a compromise between minutely detailing every possible eventuality in reams of pages of small print and, at the other extreme, saying nothing and having to deal with every query as it comes up. Where you want to be on this scale is a matter of how you want to come across and the way you like to work.
When do you and when don't you need T&Cs?
Let’s start with the obvious. If you are selling products to end consumers (eg. a bunch of flowers at a market stall) then there is a large amount of state regulation in place to protect the consumer. You are unlikely to need your additional terms and conditions. Most statutory legislation is geared at protecting the rights of the less ‘powerful’ partner in a contractual relationship - especially the end consumer or member of the public. Your own terms cannot contradict the law, so in a simple sale of a product, you will usually not need extra terms. I’ll cover this a bit more later.
So when do you need terms & conditions to be spelt out?
In any contractual relationship where aspects of the contract are not covered by statute. This will include most business to business contracts, which are not much covered by statute anyway, and any contracts with consumers where you might want to add a layer of protection for yourself or clarity for both parties.
What constitutes a contract?
A contract is where two parties (individual people or companies) enter into a voluntary agreement and there are legal obligations arising from this agreement. The legal elements of a contract are:
Offer - eg. where you advertise a bouquet for £20, or quote for a wedding.
Acceptance - eg. where another party says yes, can I have this please, or orders something on your online shop.
Consideration - a legal term meaning value of some kind, usually money, passing over in relation to the agreement - so the customer pays for the bouquet, the bride pays an advance payment, or a florist pays for the flowers. If payment is to be made after the delivery, then the act of doing some work can be counted as Consideration. For example, if I have picked your order of 5 buckets of flowers, I consider this to be a binding contractual agreement, even if you haven't paid me yet.
A contract exists where all these three elements are in place.
IT DOES NOT HAVE TO BE WRITTEN DOWN!
Sorry to shout, but it is important to understand that none of this contractual process needs to be written down. If a customer sees your price label, and just hands you £20, you accept the money and hand over the flowers, a contract has been made. The process of writing down terms of business is entirely for clarity and for reference. They are part of the voluntary agreement (offer & acceptance) under which you agree to do business.
Special note: all the legal specifics in this lesson relate to the UK. Other countries will have their own relevant legislation.
Retail Customers
Retail customer bouquet
So here, we are talking about you (as a business) selling direct to an end consumer
This relationship is mainly covered by statute. There have been many regulations in the UK, which have developed over the last 50 years, overlaid with EU regulations - all generally geared at protecting members of the public from sharp or negligent commercial practice. They have pretty much all been consolidated into the Consumer Rights Act 2015. We do not have the time or expertise to go into detail - but you can find the relevant legislation and summaries at legislation.gov.uk or there are lots of consumer advise websites including gov.uk
Your main obligations are to sell a product that is fit for purpose and is as described. You might want to have a returns policy - but if a product is deemed to be faulty then the customer has a right to return it up to 30 days after they bought it, to be repaired or refunded. You cannot have a contract term which is less generous than this.
You might want to have some terms which protect you a bit. Clearly, flowers have a shorter life than 30 days. You might want to include a care leaflet, that you can refer to if your customer complains that the flowers haven't lasted as long as expected. If included at the point of sale and the customer is made aware of them, then these become terms of sale. But this will still not protect you from a claim that an item was faulty or not fit for purpose.
What can’t you include in terms and conditions?
You can put anything you like, but there are things which will have no legal binding. The most obvious is trying to exclude yourself from some legal obligation.
“Question
What extra T&C might you want for retail customers buying from you?”
Wholesale customers
So here, we are talking about you, as a business, selling cut flowers to another business - e.g. to florists or bunches to another business to sell on.
As you are a business selling to a business, there is much less regulation to protect either party. In the eye of the law, you are equally able to agree your own terms and one party does not need special protection, although some more recent legislation does offer some protection for Small and Medium Enterprises when dealing with large corporations. You do, therefore need clear terms and conditions of business.
Items you might want to include are:
Payment terms - when and how payment is to be made e.g. you will be invoiced by email, after receipt of flowers, and payment to be by bank transfer to account shown on invoice, within 14 days of date of invoice.
Delivery or collection terms - and any cost of delivery.
Minimum order quantities.
Whether the flowers are to be paid for on receipt or if there is any element of Sale or Return, and how this will be recorded.
When is an order confirmed? If they make a general request in February, or order two weeks before an event, or on Monday when you've counted your flowers? Some florists are used to confirmed pre-orders weeks ahead of an event - be clear about when you will consider an order to be confirmed ie. when an agreement to supply is made.
I include terms and conditions within a general ‘this is what we’re about’ document, to make it a marketing and T&C document all in one go. It isn't a recommendation, but it’s what suits me and my way of working. I review and tweak it every year before I start to send info out to florists in spring. This year, I might, for example, increase my minimum order.
“Activity:
If you supply wholesale flowers to another business, do you have clear terms and conditions in place?
Read through ours (they will be similarities and differences!) and then check your own.
Write or re-write if you need to”
Weddings or other events
So here, we are talking about dealing with the end consumer again, but supplying more of a service, over a longer period of time, and a much more complex transaction.
Personally, I don't like to sound too officious with wedding customers. They're all loved-up and excited, and it can seem a bit clinical to be shoving a contract under their nose. But you do need to get things clear from the outset, and that means before they've paid you anything. The basic items listed below do need to be spelled out. Whether you incorporate them in a quote, email, an attached document, or a separate document they can download from your website, or a hard copy that you give them and get them to sign, it’s all up to you. It doesn't really matter so long as it’s clear, and they know the information is important and underlies the relationship you will have with them.
Just a note on flowers....traditional floristry training used to get you itemising every flower which will be in a bride’s bouquet and quoting for them, stem by stem. This is OK in a predictable market - and when the customer is comparing the content of her bouquet from one florist to another.
If, like me, you are aiming to use 100% home grown flowers, or indeed if you are aiming to use your own plus supplements from other local growers, then you will not be able to predict the exact varieties, colours and quantities that will be looking great on the day. The less you restrict your options in the original quote, the more freedom you will have to meet the brief.
I now only really discuss colours and styles, shapes of bouquet etc, take note of any particular requests (eg. rosemary for my Granny) but I never promise any specific flower. Definitely not a named rose. If they want those, I will pass them on to a conventional florist who can order in from a choice of hundreds of growers from all over the world. I lose a few brides this way, who want more control over the content of their flowers, but I gain a lot more sleep!! This may not be the best way for you, but if you are including a list of specific flowers in your quote, the bride has every right to expect them to be there on the day.
Items you might want to include are:
What is included in the quote - and what isn't - specific flowers, ribbons,
quantities, etc
Payment terms - for an advance payment to secure the date (is this
refundable and up to what date?), when will the full amount be due?
What changes can be made to the overall quote? What is reasonable?
Use and return of your items, eg. vessels, containers, etc
Delivery, set-up and any other on-costs
Cancellation terms
Any deposits for vessels etc - refundable on their safe return
Claire has a really good Q&A which will deal with some of these issues before she even hears from people. I have a standard email that I send in response to first wedding enquiries and then I cover all of the above in the quote or accompanying email, except for cancellation. I will deal with this as a one-off whenever it happens, and based on the circumstances. As I don't buy in flowers, I’m not usually financially committed until a couple of weeks before the event, and I will have asked for full payment by then, so this is a risk that I am comfortable with.
If you are a member of Flowers From The Farm, you will find other resources on the files section of the Facebook page, or on the website. Other floristry organisations may well have their own eg. BFA.
“Activity:
If you do your own weddings and events, download the checklist of suggested items and check where they are included in your communication with the bride or other customer.
How and when do they find out about each item?
How does this make you look as a business?”
Workshops
The same legal protection for customers applies as with other retail customers. It is usually a consumer buying a service and experience from you, a business. You might want to have some terms and conditions to protect yourself. e.g.
Cancellation policy. Will you refund, or allow people to switch to another course or date? How close to the date and for what reasons?
Copying your material or content - this is tricky, but lots of people are now taking what they learned from a workshop and offering the same course themselves. Look at the introduction to our course to see how we have dealt with this risk.
What you will cover and what you promise to include - eg. what type of flowers, handouts. If you make specific promises, then a customer can expect you to provide them as part of the terms of the contract.
Gift Vouchers - we sell these, for workshops as well as flowers. Make sure these have any terms for redeeming them clearly stated on them, or refer to a page on your website, any date of expiry.
“Question:
If you offer workshops, how do you let people know your T’s and C’s?”
What if something goes wrong?
‘Things going wrong’ generally comes down to a dispute. Someone asks for a refund for the bouquet for their mum because the flowers died within 5 days because they left them in a sunny conservatory. Someone fails to pay you on time despite repeated reminders. When you go to clear a wedding, someone has taken all the vessels. Someone cancels their wedding 2 weeks before the day because of a family bereavement. A florist customer doesn't pay within the 14 days you asked. So what happens next?
In most cases, any possible dispute can be avoided if you have clear terms and conditions, which the customer was notified of at the time they entered into an agreement or contract with you, and you can easily point to them.
You can then state your case clearly, confidently and politely - and with empathy where appropriate.
You can ask for return of items, or payment. Putting this kind of request in writing, referring to your terms, is usually enough. Make sure you are very clear about what action you require from them, by when. Be very specific and unambiguous. This is about being assertive and not at all aggressive.
Repeat this if you need to, maybe follow up with a proper letter. If you get no response after repeated reminders and requests, you can warn people that you will pursue court action. You can try lots of things, but nothing has any real legal standing except a court action. Most disputes can be resolved long before this - and this will depend entirely on you, the customer, your terms and how highly you value customer relationships. Pursuing small amounts may well not be worth the hassle and possible conflict. There are no rules for dealing with disputes like this, so long as you are acting reasonably and within the law.
If it’s a serious amount, you can apply to the small claims court to reclaim money owed to you. They will look at your terms and conditions and the nature of the contract before making any judgement.
What if you don't have any terms and conditions? If you get to a court and don't have any terms, they can ‘imply’ certain terms, with a kind of ‘Reasonableness’ test again. e.g. It is industry standard to pay invoices within 1 month from invoice.