Changing terms after customer order

Hello, I am Gemma from Lawyer Destroyer. I would be happy to help you with this.

The short answer is that, generally speaking, you cannot change the terms of a contract once a customer has already placed an order and that order has been officially accepted. However, there are a few important exceptions depending on what your existing terms say and whether your customer is a business or an individual consumer.

Legal position:

Under the law of England and Wales, when a customer places an order and you accept it, a legally binding contract is formed. This contract is based entirely on the terms and conditions that were presented to the customer at that exact moment. Modifying those terms after the event is known as varying the contract.

You can usually only vary a legally binding contract if both you and the customer agree to the new terms, or if your original terms and conditions contained a specific, clearly worded clause that allows you to make changes.

If your customer is a consumer, they are highly protected by the Consumer Rights Act 2015. Even if you have a clause in your terms saying you can change the agreement after an order is placed, a court is likely to view that clause as unfair and unenforceable if it disadvantages the consumer. If you absolutely must make a change to an existing consumer contract, you generally have to give the customer a valid reason and give them the right to cancel the order without any penalty.

When the contract is actually made:

A crucial detail here is precisely when the contract was formed. Depending on how your website or business operates, an order being placed does not necessarily mean the contract has crystallised. Many businesses write their terms so that the legal contract is only officially formed when they send a dispatch confirmation email or when they actually deliver the goods.

If your terms are written this way and you have not yet formally accepted the order, you might be legally entitled to decline the original order, refund any money taken, and invite the customer to place a new order using your updated terms.

Practical next steps:

1. Check your current terms and conditions. Look at exactly what they say about when an order is officially accepted to see if a binding contract has actually been formed yet. Look to see if there is any mention of a right to vary the terms.

2. Identify the current stage of the order. Work out if you have already sent a formal acceptance, confirmation, or dispatch notice to the customer.

3. Ask the customer for agreement. If the contract is already binding and you genuinely need to change a term, the most practical route is often just to contact the customer. Explain the situation clearly and politely, and ask if they are happy to proceed under the new terms.

4. Offer a straightforward remedy. If the customer does not agree to the change, the most sensible commercial step is usually to offer them a full refund and cancel the order. Trying to force new terms onto an unwilling customer can quickly lead to formal complaints, credit card chargebacks, or small claims court action, which rarely justifies the time, stress, and cost involved.

I hope this helps give you a clear picture of where you stand. Please let me know if you would like to discuss how your specific terms are worded or how best to approach your customer.