Selling to Business Customers? Your Website Terms Were Written for Consumers.

You invoiced them in June. It is nearly September. Nobody has queried a line on the work, and nobody has paid you either. When you finally get through to accounts payable you hear the sentence every supplier in the country knows off by heart: we pay on ninety days.

So you go and read your own terms page. And there it is, in a paragraph you pasted in three years ago while you were trying to get the site live before the weekend. Ninety days.

I want to talk to you about that page. If you sell to other businesses rather than to the public, there is a fair chance it is applying the wrong rulebook in both directions at once. It hands over protections you never owed anyone. And it says nothing at all about the ones Irish law already gives you.

The Word Your Terms Page Gets Wrong

Almost everything written for small businesses about Irish selling rules, including a fair amount of what we publish here, is about consumers. Refunds. The fourteen day cooling off period. That ban on "no refunds" notices. Consumer law, all of it.

A consumer, under section 2 of the Consumer Rights Act 2022, is an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession ^[1]. Read it slowly, because two words in there decide which rulebook your sale falls under.

The first is "individual". A limited company buying from you is never a consumer. Not a small one, not a one-director one, not ever.

The second is "mainly". A sole trader is an individual, so the test becomes what the purchase was actually for. The electrician buying a van rack is not a consumer. That same electrician buying a laptop which lives on the kitchen table and does the books on a Sunday night is a much harder call, and one word is carrying the whole question.

Then there is subsection 3, which nobody ever quotes at you: it is for a trader claiming that an individual was not acting wholly or mainly outside their business to show that the individual was not so acting. The burden sits with you, the seller. Turn down a return on the grounds that the buyer was buying for their business, and you are the one who has to demonstrate it. So know which of your buyers are which before a dispute arrives, and write your site accordingly.

What You Hand Over Without Meaning To

The fourteen day right to change your mind on a distance sale is a consumer right. The Competition and Consumer Protection Commission sets it out for people buying online, by phone, by catalogue or at the door ^[2]. Your trade customers do not have it. They do not have the statutory repair, replace and refund remedies under the 2022 Act either. And the reason "no refunds" is not a lawful thing to print on an Irish website is a consumer rule as well.

Now look at your own returns policy. If it says "we accept returns within fourteen days" with nothing qualifying it, you have granted that right by contract to every builder's merchant and equipment dealer on your books. Nobody made you do that. You did it because the template you started from assumed your customers were the public.

And you cannot quietly withdraw it once an order is in dispute. The terms that govern are the ones that were on the page the day the order was placed.

I told a customer a few years back that the terms page was the least important page on the site and to go and sort the product photography instead. Some months later a procurement officer at their largest account read it properly and quoted their own returns wording back at them on a five-figure order. I do not give that advice any more.

None of this means stripping the goodwill out of your site. A clean returns route is a genuine selling point to trade buyers ordering sight unseen. It should just be a decision you made, not one you inherited from a template. If you are unsure what belongs on the page at all, the legal pages an Irish business website actually needs is the place to start.

The Right Nobody Put in Your Terms

Now the other direction, and this is the part I wish more owners knew about.

Under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, it is an implied term of every commercial transaction that where a purchaser does not pay by the relevant payment date, the supplier is entitled to interest on the amount outstanding ^[3]. Implied means it is in the contract whether your terms mention it or not. The Department of Enterprise, Trade and Employment puts it without any hedging: enterprises are automatically entitled, without the necessity of a reminder, to interest for late payments.

Interest runs at the European Central Bank main refinancing rate, as it stood on 1 January or 1 July, plus eight percentage points. From 1 July 2026 that works out at 10.4% a year, off an ECB rate of 2.40%, and the department publishes both the current figure and the history behind it ^[4]. It accrues daily.

What does 10.4% mean on the desk in front of you? On a €6,000 invoice it is roughly €1.70 a day. Two months late and you are owed something over a hundred euro on top of the six thousand, and you did not have to draft a single clause to earn it.

What a Late Invoice Is Actually Worth

Interest is not the whole of it. Where late payment interest falls due, the same regulations give you fixed compensation for recovery costs, automatically, with no reminder required. The Schedule sets three bands.

Amount of the debt	Automatic compensation
Not exceeding €1,000	€40
Over €1,000 and up to €10,000	€70
Over €10,000	€100

So a €600 invoice carries €40. A €4,000 invoice carries €70. Anything above ten thousand carries €100, and the department notes a supplier may also claim reasonable recovery costs beyond the fixed amount where the real costs run higher.

Small numbers. I am not going to pretend €70 rescues a bad quarter. What they change is the conversation. A supplier who can name a figure, and name the instrument it comes from, reads very differently to a supplier sending a fourth apologetic reminder.

The Sixty Day Line, and the Clause That Crosses It

Where there is no contract at all, payment is late thirty days after the invoice reaches the purchaser. Where two businesses have a contract, the date in it governs, but with a ceiling that matters: if that date is more than sixty calendar days from delivery, it must be expressly agreed and must not be grossly unfair to you. Public bodies are held to thirty days.

Regulation 6 gives you somewhere to bring it. Where a term waives or varies your payment date or your interest entitlement and you consider that grossly unfair, you can apply to the Circuit Court or to an arbitrator, and the term can be declared unenforceable with the statutory position substituted in its place. Good commercial practice, the nature of the goods, and how the bargaining strength sat between you all get weighed.

Read that against your own terms page one more time. A ninety day clause that you published, on your own website, that your customer accepted when they placed the order, is a ninety day clause that was expressly agreed. You built the wall you are now standing behind.

Consider a typical case, and this is a composite rather than one business: a commercial cleaning contractor in Monaghan, servicing a handful of forecourt shops on rolling monthly invoices. The terms page said ninety days because the template said ninety days. Every one of those accounts paid at ninety days, quite properly, because that was the deal on the table. Changing one number on one page moved the whole book to thirty. Nothing else about the business changed.

Where Your Terms Actually Live

You can only set terms on ground you control.

That is the quiet argument for a website of your own rather than a listing on somebody else's platform. On a marketplace, the payment terms, the returns window and the dispute process belong to the platform, and your trade customers get whatever it decided the average buyer should get. On your own site you decide, and you can decide differently for different buyers: a public section with proper consumer terms, and a trade area with its own terms, payment period and pricing. If card payments are part of the picture, the card network rules your site has to meet apply across both.

That does not have to become a project. Describe the business and have a WordPress site of your own built in about a minute, then write the two sets of terms yourself over an afternoon, with nobody invoicing you for the edit.

The Part I Would Not Oversell

Two honest limits on all of this.

Statutory interest is a right, not a collections strategy. Charging 10.4% to your largest account is a commercial decision long before it is a legal one, and plenty of suppliers rationally decide never to invoke it against anyone. Most of the value sits in being able to point at it. Know it is there, put it in writing, pick your moment.

Nor should you plan around the rules changing. The European Commission proposed replacing the 2011 directive with a regulation carrying a hard thirty day ceiling back in September 2023, and Parliament adopted its position in April 2024. It has sat in Council since, and Parliament's own legislative tracker still records the file as blocked there ^[5]. Worth watching. Not worth waiting for.

One more thing, and I would say this to you on the phone rather than bury it at the end. None of the above is legal advice, and a terms page is worth twenty minutes of a solicitor's time before it goes live, particularly if you sell to the public and the trade from the same site.

Getting Your Terms Straight in Five Steps

1. Classify your buyers. Go through last year's invoices and mark which went to companies, which to sole traders buying for their business, and which to members of the public.
2. Split the pages. If both groups buy from you, write two sets of terms rather than one set trying to keep everybody happy.
3. Set the payment period deliberately. Choose the number you actually want, not the one the template arrived with, and be sure you can live with it, because it is the number you will be held to.
4. Name the interest. State that late payment interest and compensation apply under the 2012 regulations. It costs you one sentence.
5. Verify the invoice agrees with the site. Terms that say thirty days and an invoice that says payment on receipt is a gap the other side will find before you do.

Conclusion

Most of the compliance writing aimed at small businesses in this country assumes your customer is a member of the public standing at a till. If your customer is another business, half of it does not apply to you, and the half that does is sitting unused.

The fix is neither expensive nor complicated. It is an afternoon with a terms page and a clear decision about who you actually sell to. Make that decision on purpose, publish it where your buyers can see it, and the next time somebody tells you they pay on ninety days, you will know straight away whether they are quoting your own words back at you.

Frequently Asked Questions

Does the fourteen day cooling off period apply when I sell to another business?

No. The right to withdraw from a distance contract within fourteen days is a consumer right, and a consumer under the Consumer Rights Act 2022 is an individual acting wholly or mainly outside their trade, business, craft or profession. A company buying from you is never a consumer, and neither is a sole trader in respect of a business purchase. You can still offer a returns window to trade buyers, but then you are offering it by contract rather than because the law requires it, and you will be held to whatever your site says.

Is a sole trader a consumer when they buy from me?

It depends what they bought it for. A plumber buying pipe fittings is not a consumer. That same plumber buying a garden bench for the house is. The awkward middle, an item used for both, turns on which purpose is predominant, and section 2(3) puts the burden on the trader to show the buyer was not acting as a consumer. If you cannot show it, the safer working assumption is that consumer rules apply.

Do I have to put late payment interest in my terms before I can charge it?

No. Under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 the entitlement is an implied term of every commercial transaction, and the Department of Enterprise, Trade and Employment states that enterprises are automatically entitled to it without the necessity of a reminder. Stating it is still worth doing, because a payment term that names the entitlement gets read by whoever keys it into an accounts payable system.

What is the late payment interest rate in Ireland at the moment?

With effect from 1 July 2026 it is 10.4% per annum: the European Central Bank main refinancing rate as it stood on 1 July, currently 2.40%, plus a margin of eight percentage points. It is calculated daily, so the working figure is 10.4% divided by 365. The department republishes the rate every January and July, so check the current one rather than quoting an old one.

Can I agree ninety day payment terms with a business customer?

You can, but there are conditions. For business to business contracts the general deadline is thirty days unless the contract says otherwise. A period beyond sixty calendar days from delivery has to be expressly agreed and must not be grossly unfair to the supplier. Where a supplier considers such a term grossly unfair, Regulation 6 allows an application to the Circuit Court or to an arbitrator, and the term can be declared unenforceable. Terms published on your own site and accepted at the point of order will generally count as expressly agreed, which cuts both ways.

My terms give a business customer a refund I do not think they are entitled to. Where do I stand?

Broadly, with the terms. If your published policy granted the right and the customer ordered on the strength of it, that is the contract, whatever the underlying law says about consumers. Changing the page now governs future orders, not the one in dispute. Worth taking advice on rather than guessing.

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