2.8 KiB
2.8 KiB
| name | description | jurisdictions | |||
|---|---|---|---|---|---|
| sales-commercial | Agent templates governing long-term commercial relationships, bills of sale, and web-based terms of service. |
|
Sales & Commercial Transactions Templates
These templates dictate the parameters of sales, services, and online privacy. Note the strict variance in consumer-facing privacy laws and commercial codes.
Official References
- USA: Uniform Commercial Code (UCC) (Varies by State) | FTC Privacy Guidelines.
- Canada: PIPEDA (Privacy Commissioner) | Provincial Sale of Goods Acts.
- EU (Granular): N-Lex Consumer Protection | EU Consumer Rights Directive
Contract Types & Nuances
| Contract Type | USA Context | Canada Context | EU Context |
|---|---|---|---|
| Master Service Agreements (MSA) | The "umbrella" contract. Governed generally by state common law. Limits of liability are crucial. | Similar structure. Often defaults to Ontario or BC jurisdiction. | Governed by B2B commercial regulations of specific member states. |
| Statements of Work (SOW) | Sits beneath an MSA. Defines explicitly what is delivered. Highly standardized. | Same as US. | Same as US. |
| Sales Contracts / Bills of Sale | Heavily governed by the Uniform Commercial Code (UCC) regarding "implied warranties of merchantability". | Governed by provincial Sale of Goods Acts. Similar implied warranties exist. | Heavily governed by the EU Consumer Rights Directive, establishing strict rules on right of withdrawal and implied guarantees (minimum 2 years). |
| Terms of Service (ToS) | Defines the legal contract between a website and user. Arbitration clauses and class-action waivers are common. | Similar to US, but class-action waivers are often unenforceable locally (e.g., Quebec). | Extremely strict on consumer fairness (Unfair Contract Terms Directive). Binding arbitration is often unenforceable against consumers without explicit, secondary consent. |
| Privacy Policies | Fragmented. Must comply with states like California (CCPA/CPRA), COPPA for children, HIPAA for medical. | Governed federally by PIPEDA (and strictly in Quebec by Law 25). | Governed unilaterally by GDPR. Requires explicit "opt-in" consent, Right to be Forgotten, and Data Processing Agreements (DPA) between entities. |
Agent Instructions
When generating a Privacy Policy or Terms of Service:
- Always inject a GDPR compliance clause if the client does any business in Europe.
- Structure MSAs to explicitly cite the governing law (state/province/country).
- For EU consumer sales, ensure the 14-day right of withdrawal is explicitly mentioned as per the Consumer Rights Directive.