Associate and head of the “Center management law” Vladimir Belyaev prepared for the blog “Modelbank” two materials about features of drawing up of the offer for sale of services to the client. The author has explained why you need the offer, what is its difference from the contract for the provision of services and gave instructions for drafting of the offer. Edition vc.ru publishes both materials.
If you sell phones, Skype lessons or home-made furniture, you have to sign a contract with the client. If there is no agreement, the CPS will be fined for violation of consumer rights, and the client will not understand what they are paying for. Even without a contract difficult to negotiate. Someone is sure about something will be forgotten, and to refer to be nothing.
Tutor. Vanya, I warned that if you cancel a lesson for two hours, I wont take money for the lesson. Vanya. No, that wasnt it. Tutor.
Vanya, we agreed on the phone! Vanya. I do not remember this. No contract, return the money.
The good news. Do not have to meet a client to sign a contract. Fine if the customer pays for the purchase on the website and when you pay put a tick “I Agree to the offer”. The bad news is that it is not for everyone.
The offer is an offer to enter into a contract. To offer an agreement as anything. A lawyer sitting in a cafe and talking on the phone. “The hour verbal consultation is worth a thousand rubles, payment accept card”. This is the offer.
Then the lawyer postponed the phone and wrote an e-mail. “Will advise on exclusive rights in the works for a thousand rubles. To pay through “Yandex.Money””. This is also offer. The lawyer closed the laptop.
It says a former classmate, comes over and asks for advice. The lawyer writes on a napkin “Hour verbal consultation is 1000 rubles, payment accept card”. And this offer. To offer was a document, not just a conversation or letter, it must be all that important for the contract.
Lawyers call this the essential terms. What conditions were considered essential and how to make the offer, we will describe below. Now introduce the topic, so thats the main rule: If the offer answers the questions “who what when and how does” and “how much is it and how is the payment” — it is legitimate. It will take the customer, the CPS and the court.
Often the company is written on the website. “Work agreement” or “contract offer”. This error. The contract and the offer is different terms.
Contract — an agreement of the parties, the offer — the invitation to sign it. You can not mix the terms, but it will be misunderstanding. The customer pays for the service and will wait for the courier contract. And then complain to the CPS.
Most likely, the company will defend, but the trial will take time. Easier to use the correct term. Either an offer or a contract. The offer is an invitation to contract.
The offer is not a contract, but only an invitation to conclude. The store is a TV and the price tag on it “7500 rubles” is the offer. But as long as the customer does not accept its terms, the offer will not be a contract. To accept the terms of the offer — not to sign it in person and the stamp.
Will fit any customer action that shows that the customer has agreed to the terms of the offer. Often, companies use the fact of payment or registration. In the language of lawyers is called “acceptance”. The store sells appliances.
In the offer of the store can be such phrases as: Payment for the goods confirms that the client agrees with the terms of the offer. The contract of sale is concluded when the shop will send the customer a notification of the receipt of money. The notification comes to the email address that the client used to pay.
English language school offers lessons in recording. The school can write: The contract is considered concluded from the moment of registration on www.english-school.ru. Registration indicates your acceptance of the terms of the offer. When you register, you fill out a form the school and confirm that you have written a valid contact phone number and email address.
The terms of the offer can change at any time. But the new conditions are valid only for new customers. If the client agreed with the old offer, conditions do not change. Once the client accepts the offer, the company and the customer are obliged to execute it. The store sells TVs.
Monday TV Raduga cost 7500 rubles. Ivan received the order, clicked the checkbox “Accept offer” and called a courier with a Rainbow on Tuesday. On Tuesday, the store raised the price to 10 thousand roubles, but Ivan doesnt care. Ivan accepted the offer on Monday, so the price is valid Monday — 7500 rubles. In the back of the rule is also valid.
If the store has lowered the price of two thousand, Ivan still pay 7500 rubles — as much as the TV cost when Ivan signed the offer. Council. Use the payment as the clients signature on the quote or, in the language of lawyers, the acceptance. It is reliable. When disputes do you prove when the customer paid for the purchase and which offer was accepted.
The offer becomes a contract after payment. By law, anyone can work on the offer, no restrictions. The offer is used in the same cases as the contract — when you sell something.
The offer is suitable for typical services and products which are sold EN masse. Telephone numbers, subscription service, templates of contracts, delivery of pilaf from the restaurant — everything does not require an individual approach to the client. The rule is. If purchase conditions are the same for all customers, prepare the offer, if no agreement for each client.
The school of English for two services. Live courses for groups and recorded the lessons on the website. The recorded lessons are the same for all students. The student pays for access for a month, looking record, then passes the test on the website. The teacher does not change the program, if the lesson is too difficult or boring. For sales of these lessons suitable offer.
Live courses differ from group to group. One group is looking to read the English prose in the original. Therefore, the teacher includes in the program of Shakespeare and offers to read the play by role. The second group is preparing to take the TOEFL international test of language proficiency. The teacher examines the test questions, teaches to understand the task and perceive the text by ear. Groups are different, therefore, the school prepares the contract under each group.
Offer illicit goods and services that cannot be sold on the Internet. Alcohol, tobacco, drugs, alternative medicine, network marketing services, tanks, poisons, machines casino, prediction, diamonds, and fake street signs. The limit set by the government, payment systems and banks.
The list of restrictions may vary, so follow the laws. For example, in March 2016, the government discussed the possibility to allow the sale of alcohol in the online stores. Council. Before you use the offer make sure you offer the same conditions for all customers. A screening question like this.
“Im going to change the terms of the purchase to the client?”. If you use contract. If no suitable offer. The terms of the offer are the same for all customers.
Accounting for the offer is the same as for contract. The tax code divides income on the offer and contract, important just system of taxation. You are the businessman on the simplified tax system 6%, get monthly 100 thousand rubles. Your tax for the quarter is 18 thousand rubles, and no matter how the money came — the offer or contract.
Documents for the tax are the same as for a paper contract. When the money comes, you confirm that client for them to get something. For this client need to sign the certificate or waybill. Council. If you are on the common system of taxation, to sign acts and bills from customers necessarily.
So you justify the companys income, calculate taxes and submit their tax Declaration. For other systems only need the patch if you sell a product, and acts for services and works can be removed. If you are an individual entrepreneur or your company works with individuals, set the optional acts.
You have two tasks — to show the tax, on what basis you got the money, and confirm that the customer is satisfied with the service. With the first task to manage the offer, if it has your details and it was accepted by the client. With the second — line in the offer. It is possible to write so.
“The contractor and the customer does not sign acts. Payment confirms the quality of services”. Its legal. Lawyers call this proof “constructive action.”.
The phrase does not obviate disputes with the client. If the company will bring the phone it is video tutorial will not open — need to replace the product or refund the money. But the tax question will be. If you have a company you work with entrepreneurs and legal entities, use the right to remain silent.
Expose acts, but do not run for clients signature. The rule is. The client received, and the act is silent, so happy with the quality. The wording in the offer might be: “The contractor issues an act every month until the fifth day.
For five days the customer accepts the work, sign both copies of the act, and returns one of them to the contractor. If the customer did not return the act for five days and did not put a written complaint in volume, timeliness and quality of the provided services referred to in this work are done efficiently and on time, and their result — accepted”. The phrase to arrange tax. The primary document to account for there — this is your copy of the act, the fact of rendering of services proves the silence of the client and no claim.
If the client sends an act — well, no — and running after them is not necessary. Another is to hedge against unscrupulous clients. Imagine, the customer pays the legal advice on Skype, her lawyer held, and the client says no — that didnt happen, and needs to return the money. Act he had not seen, and the company had cheated him.
To avoid this happened to you send acts of “Mail of Russia” and keep your number of posting. If the customer will complain to the CPS or the court, you can prove that the act was sent and the client was able to challenge it. Rule. The client sends an act, then everything is fine.
With the offer you will get the money. Unlike a contract, an offer is not necessary to sign in person, the customer can pay for the purchase. Irina recorded video through the books and sells them to aspiring accountants. If Erin is working on a paper the contract, the sale will be. 100 customers signing up for a course, Irina prints and signs 100 contracts, the courier delivers it to the customers.
The customer signs two copies of the courier picks up one and brings you back to Irina. And so a hundred times. Irina hired student transportation contracts, one trip at a cost of 250 rubles. The customer pays for the course after signing the contract, so from application to payment takes a week and more. Irina waited weeks payment and spent 25 thousand rubles for delivery.
If Erin is working on the offer, the process is shorter. 100 customers choose the rate you pay on the website and all of Irina gets the money. Agreement for standard services — noise. The company with a delay receives the money and risks losing a client while he is waiting for a contract, a client has to wait longer for the purchase.
The offer protects the company. The offer is an official document. If you write that do not respond to customers after seven in the evening, and the client will sign it, the condition legally. Customers can still call after seven, but you will have the right not to answer.
Use the offer to fix the rights and obligations. What do you and the client, and under what circumstances. Maxim sells diet meals delivered to your house. He wrote in the offer: “The composition of the products included ingredients that cause allergies.
For each dish on the website is its composition. When the buyer places an order in the online store, he confirms that he has read and understood the contents of the food. The buyer is obliged to purchase meals to find out from the doctor what foods are harmful to health, including, because of Allergy, pregnancy, diabetes. If there are restrictions on the products, read the ingredients and not food dangerous to health”. If the buyer is allergic to nuts, and hell order a salad with cashews, Maxim will not pay for treatment of the client.
Council. The objective of the offer is to protect you from the scandalous and inconsiderate customers. Therefore, the offer should be all that the client may misunderstand. So that nothing is missed, consider the entire course of working with the client, find dangerous places and describe them.
Describe any main specifically. Maxim from our example may describe a paragraph like this: “The shelf life of the products that we bring, will expire not earlier than a week. If the customer finds the product, which the end of shelf life in less than seven days, we will refund the cost of products but not more than 1000 rubles for one product.”.
The list of potential problems create before ask the lawyer to prepare the offer. A responsible lawyer will ask about your problems, and you will save time — just give us the list. If a lawyer anyway, and he doesnt ask questions, a list of the more useful. Without it, the lawyer will be the standard offer that will suit any company working in your area.
This offer protects you from worse risks. Maxim sells meals with home delivery. Couriers sometimes half an hour late, customers get angry, threaten to complain to the court and CPS. Maxim decided to warn customers about the delay. First, the offer did not, so max finished.
“When ordering dishes dogcatemy the client specifies the interval for delivery. Couriers try to arrive on time, but can linger. If the courier is late, he calls the customer and arranges new delivery time”. Now, if a customer complains, Maxim will prove that warned of possible delays.
The standard offer does not include the features of the company. To offer help with disputes, take the time to list the potential problems and describe them in the offer. The offer protects from the risks. Offer benefit the company and customers.
It protects the company from risk, and saves money and your customers with an offer you know what you pay and what you get guarantee. For this to work, the offer you need to write. The offer is an offer to enter into a contract. So it must be the terms of this agreement.
What the customer is buying as get the order, how much the product costs and how to pay. Lawyers call these conditions is essential, without them the offer illegal. The problem is that a single list of significant conditions to the offer no. The conditions depend on the subject matter of the contract, and often from the opinion of the court.
But usually in the offer must be: Description of the company and the client;. Description of goods or services;. Conditions of purchase. Cost, payment options, refund, replacement, delivery;.
The terms of the offer. As the client accepts the offer and when you change its conditions. Then it all depends on what and whom you sell. If the product, material terms, refer to the requirements of the contract of purchase and sale, if a service — contract.
Requirements describes the second part of the Civil code. Each Chapter of this part is about a specific type of contract, e.g. contract of sale, contract, delivery or lease. To make a list of essential terms to clients-individuals will need two documents. The law on consumer protection and rules of sale of separate kinds of goods.
If you sell through the website, see the resolution on remote sales. To offer the necessary information about the company. Title, full name of CEO, account details, contacts. The company confirms that it is responsible for the quality of the furniture, consultations, lessons — everything that the customer buys on the offer.
Where to put data doesnt matter. Council. Divide the information into two parts. At the beginning of the offer — the company name, everything else — in the end. So the customer will not be confused in bin INN and will move to the terms of the purchase.
Options for the beginning of the offer: Confusing. OOO “Shmel”, bin 123456789121, was 1234567, CAT 123456780, hereinafter referred to as the School, in the person of Executive Director Ivanova Ivana Ivanovicha, acting on the basis of power of attorney No. 12/34 from 1 January 2017, publishes the present contract for the provision of distance learning English language and is a public offer (proposal) to the address of physical persons (hereinafter the customer). Short and clear. English language school “Shmel” offers to conclude a contract on the terms of the offer.
All details will be in the end: OOO “Shmel”. Lower Ivanovskaya str., 10, p. 1. Moscow, Russia, 123456.
WAS 1234567, CAT 123456780. P/s 12345678912345678912. “Baltic Bank” (OJSC), g. Moscow. K/s 12345678911234567891, BIC 123456789.
CEO. Obuchi Ivan. The offer explains who is entitled to purchase the goods on the terms of the offer.
Individuals, companies, and individual entrepreneurs. Council. If your customers — not all individuals or companies, narrow the customers. For example, you have school, but you deal only with the most advanced students. A man who learned English in school, go to the website, accept the terms of the offer and will require you to teach him.
To avoid this from happening, write down exactly who your customer is. For all customers. Clients — individuals. For some. Customers — individuals who have applied for training through the website www.shmel.ru and passed the interview with the representative of the school email [email protected]
The main thing — do not violate article about discrimination. According to the article it is impossible to limit the number of clients because of sex, race, colour, nationality, language, age, origin, marital and social status, religion, place of residence, belonging or not belonging to any social groups. Otherwise, the company will receive a fine of up to 100 thousand rubles.
The exception is when not all clients are physically unable to use the service. The gynecologist will not be able to see the man, so the doctor has the right to write. “The offer is addressed to women”. The same with shipping. If the couriers deliver orders only in Samara, write about it.
“Customers — individuals who will take the order in Samara”. The offer is an offer to conclude the contract and not the Treaty itself. It will become a contract when the client accept the conditions or, in the language of lawyers, are accepted by. Without acceptance of the client is not required to pay for the purchase.
Council. As acceptance select the customer action that you can prove. For reliable acceptance suitable payment for the purchase. The Bank will confirm when the customer has accepted and what the terms of the offer operated at the time. Use a phrase.
“The contract is concluded upon the acceptance — full payment”. The company reserves the right to change the terms of the offer at any time. Exclude delivery to apartments, to extend the term of return of the goods of marriage, to raise prices. So that customers understand when the offer will change, it is necessary to write.
The company reserves the right to change the offer and the contract. The changes will take effect 5 days from the date of publication on the website www.shmel.ru. The changes automatically apply to new customers, so nothing else to do. If you want to work for the old conditions will have to renegotiate with clients and to write in the offer as it will be.
Rules of re-approval are the same as for acceptance. Council. Safer if the old customer consents to change, for example, sends a letter. Then he will not refuse to pay because you didnt know about the price increase. In the offer it is written so:
The company reserves the right to change the offer and the contract. The company informs about the changes 10 days before the changes come into force. About changes the client learns via email that he left when ordering. If the client did not consent to the new terms via e-mail within 10 days, the contract is terminated.
Even for matching suitable a call from a client a text message in the chat — any action that can be recorded and then identify the customer, date and time of negotiation. The purpose of the offer is to show that the customer will receive after payment. If apples, then how many and what kind; if advice, from whom and on what subject. Here are the basic requirements for the description:
For the item. Weight, size, packing, color, shape, storage conditions, what is it made of, the manufacturer, were used before the product or not, repaired, shelf life and warranty rules for safe use and restrictions, certificate of quality. For services. Qualification or job title of the employee who provides this service; how does the result of service — sample lesson, consultation, layout business cards; how much time the service is rendered, a lawyer answers the question for the day, the lesson is 60 minutes. Council. Not necessary to describe in the offer, you can refer to the page of the website. Suitable phrase:
Subject of the contract — retail sales techniques through the website www.dom.ru. The goods are described in the section “Catalogue”. Program lessons. Topics, deadlines, learning materials are in the Appendix to the offer, the link www.shmel/programma.ru/.
So the offer was legitimate, describe in detail the products on the website. The more detailed your profile, the less time will be spent on the proceedings with the client and government agencies. For example, see the directory of the site Ozon. Rule to price this.
The client must understand the cost of the order including delivery, interest on installments, discounts, and any conditions. If next day delivery is twice as expensive, warns customers. To describe the conditions can be as follows: The courier brings the order within 7 working days. Faster shipping 7 working days the customer pays separately.
The shipping rates on website, in the section “delivery”. The value of the goods does not include the Commission of payment systems and banks. The Commission paid by the customer and at his own expense. To find out Commission when you purchase.
Council. Do not write on the website “Website is not a public offer”. Companies use this phrase to protect themselves from errors. Like, if the site has “a Refrigerator in 1000” instead of “10 thousand” and the client accepted the offer, the store is not obliged to sell for a thousand. But its not working.
The website with the product description, price, terms of delivery and return is offer, so the client has the right to obtain the goods on conditions of the site. On the website the fridge for 1000 rubles — shop is obliged to sell for a thousand. If the client sues, the court will support it. Instead of the phrase “the Website is not a public offer” it is better to check the prices on the website. So reliable.
If the prices takes the page more, do not include it in the offer. The offer will reduce the link to the site. “The value of the goods specified in the section “Catalogue””.
Describe the methods of payment. Cash to the courier, a card from the courier or on the website, on the account — all the ways in which your company is. You can use the wording. “The customer pays for the goods by Bank transfer, on the website or through the terminal carrier”.
The offer explains how the customer will receive the order on email home, from the point of self-delivery, Express delivery, and on what terms. If there are restrictions or requirements, describe them, too: The courier hands over the goods to the buyer personally. If the customer receives goods of another person, the customer must call the company and notify the. Without notice courier do not give the goods.
New time of delivery the customer shall agree with the company itself, by phone or mail. Council. Podstrahuet if the item brings not your company, and delivery service. Then, to clients, to the court and the CPS service will be responsible, not you. Suitable phrase:
Delivers the goods transport the company “Fast”. She is responsible for delivery time or damage to the goods during delivery. If delivery options are many, dont include them in the offer. To describe the suitable website link.
“Conditions for delivery described on the website in the section “delivery””. The company is required to describe how to return the product with the marriage, exchanged for another, or to refuse the goods and take the money where and how to sue. Requirements description it is not important that the client understand the procedure: The customer is entitled to return the product for any reason within 14 days from the date of purchase.
To get the money, the client must. Passport, invoice or cash receipt; keep the product — no scratches, scuffs, chips; to maintain the completeness of all that the store is handed over with the goods. Pre-trial procedure for settlement of disputes mandatory. During the conflict, the client sends the claim with the description of the problem to [email protected] The company has 30 working days to review claims and response.
If customer is not satisfied with the company response, the customer is entitled to apply to the Arbitration court of Moscow. Council. Describe in the offer of all that can go wrong. Couriers disrupt the timing of the delivery of the promised materials are not opened, the site stops working. Your task is to show that you have thought of everything and on the client side.
Accounting company, which sells “cloud” 1S, write this: If 1C is not going to work an hour and more, the company will pay the client compensation. 1% of the monthly cost over time, when not working the program. In order to receive compensation, the client sends us email with a screenshot from the personal account Manager is associated for the hours and confirm the payment.
Describe in detail the conditions that the client may misunderstand. When to cancel your lesson or how to find out about problems with the order. The wording is such: If the student does not connect to Skype for lessons, the teacher is calling the student.
If the student does not respond for half an hour, the teacher counts the lesson as posted. The company conducts on-site preventive work, so 1S might not work. Prevention lasts 8 hours, the company will announce it in two weeks. The message will come to the email address that left the client for payment.
Consider the progress of the work, remember their mistakes and customer complaints and tell us how you will resolve conflicts. It is not necessary to describe in the offer. Make a section on the website and refer to it. Header. The law does not oblige to put a name to offer, but it is better to put the title.
The header will help out, if you sell multiple products on one site, so the client will understand what to buy: The offer and contract courses. The offer and the contract for program-trainer for learning the words. Acts. This item is for accounting.
Briefly. Individual entrepreneur and retailer can leave acts. For this we need to write. “The company and the customer does not sign acts. Payment confirms the quality of services.”.
The protection of personal data. If the store collects e-mail, phone, home address, card number of your customers is personal data, and the store is responsible for them. How to answer for them, describes the law on personal data 152-FZ. The principle is to describe in the offer, how you use customer data.
If connected to the work of other companies, it is also necessary to say: The buyer authorises the seller to process their personal data for training and participation in the loyalty program. The seller may transfer personal data to service delivery. For the safety of Bank card details is responsible, OOO “Money”, www.money.ru.
One phrase in the offer a little, you may have to prepare the regulations on the protection of personal data published on the website. What documents are needed and what they write on the website of the service “Personal data”. There are free to prepare the documents. To offer reliable advise to warn about the conditions of purchase, to write in plain language and does not highlight the terms in capital letters. And now more.
To draw attention to the conditions. Stores often publish a link to the terms next to the “Pay” button, but the link is not isolated. Its legal, but dangerous. If the client doesnt like the purchase, he will declare that the conditions are not noticed, and complain to the CPS.
To be safe, do confirm the obvious. While the client does not confirm that you have read the terms, the money from the account will not be charged. An example from the service for booking tickets “tutu.ru”: Write in simple language. Not all customers read the terms of purchase.
Too lazy, no time, use unclear. So customers want to read, describe the terms in simple words. To write simple words: there is no law that requires you to use long and complicated wording. Match the offer with care like grandmother:
It is not clear. The consumer is entitled to notify the company about the low quality product via Internet in the prescribed manner according to the law “On protection of consumer rights”. Clear. If the phone is faulty company will replace the phone on the other. The client should write a letter to [email protected] with the theme “phone switch”.
Do not write the terms with a capital letter. Is offer, where words in the middle of a sentence with a capital letter. The client, the contractor, commissioning and acceptance of work, the application and other. These are the terms.
Write the terms with a capital letter — legal tradition, not the law. But to read it is uncomfortable, uppercase letters do not give focus on the sense. To help the client understand the offer, remove unnecessary words from sentences, select the paragraph and select a color instead of capital letters: Hard to read. Under the Contract the Client is obliged to provide the Company with a Request to March 5.
Easy. The client is obliged to provide the company with a request to March 5. To offer no requirements. You can fit all the conditions to the page, not to mention the paragraphs, only to numbered and put them in any order.
We show how such an offer and collect it according to the instructions. The seller — the English school “bumblebee”, it sells recorded lessons. Students look at their website, and then pass a test. The offer and contract for English lessons.
English language school “Shmel” offers to conclude a contract on the terms of the offer: Clients — physical persons. Subject — English lessons with tests to check knowledge.
The contract is concluded for an indefinite period from the date of acceptance of the offer — full payment of the service. The school has the right to change the offer and the contract. The changes will take effect 5 days from the date of publication on the website www.shmel.ru.
The cost of the program and the formats of the lessons in the application to the offer, on www.shmel/programma.ru/. Customers pay the lessons by Bank transfer.
School and clients do not sign acts. Payment confirms the quality of services. The school gives the customer the right to learn the lessons, pass the tests and provides other rights.
Pre-trial procedure for settlement of disputes mandatory. Jurisdiction of disputes — Arbitration court. Moscow. How disputes are resolved in the Annex to the agreement on www.shmel/find-out/ru/. OOO “Shmel”.
Lower Ivanovskaya str., 10, p. 1. Moscow, Russia, 123456. WAS 1234567, CAT 123456780. P/s 12345678912345678912.
“Baltic Bank” (OJSC), g. Moscow. K/s 12345678911234567891, BIC 123456789. CEO. Obuchi Ivan.
The control center is by law made a template of the offer — download it and customize for yourself. To make it easier to configure, offer turnkey offer. For courses of two lists, parts, services Google and Yandex. Send columns, corresponding to the requirements of the editorial Board, [email protected]