Policy & Compliance
link to a relevant web address for the STC to be viewed (this may be your own website or https://bifa.org/information-guidance/trading- conditions/). Where a paper-based system is used, many Members complete incorporation of the STC during the onboarding of a new client. This can be achieved during the credit application process and at this point it is essential to include a copy of, or a link to, the STC including a statement that the customer acknowledges that the STC have been brought to its attention and an opportunity has been provided to read them. A statement should be included in the credit application agreement to the effect that credit is only offered subject to the customer’s acceptance of the BIFA STC applying to all business transacted with the BIFA Member. Failure to do so could mean that the application of the STC may be taken to apply only to the credit agreement and not all business conducted between the Member and client. The client is required to sign any agreement/document in order to confirm acceptance of the incorporation of the STC in all business dealings. With the advent of electronic systems, the paper approach can be undertaken digitally but the same basic principles apply. One point that must be carefully considered is whether or not to accept a digital signature on the documentation. At the moment there is a lack of clarity as to whether or not government will accept a digital signature for the empowerment to act as a direct or indirect customs agent. This is one of the reasons BIFA encourages the completion of a separate empowerment covering this point. Authorised staff Also, it is essential to ensure that any agreement/document is signed by a suitably authorised staff member within the customer’s organisation. Given flatter management structures, Members should consider appropriate checks to verify that the signatory has the authority to enter into such agreements. When drafting the STC, BIFA takes great care to ensure compliance with the Unfair Contracts Act 1977
(UCTA) – one of the key tests is reasonableness. From a commercial viewpoint, two tests are whether or not both parties can contract elsewhere or negotiate terms. This ‘reasonableness’ criteria applies to standard terms including the STC, and their provisions have been upheld in court. Where Members should take particular care is when dealing with a private individual who is acting as a consumer. In this situation, BIFA Members should ensure that they carefully explain the STC and obtain written confirmation that the consumer understands and accepts them. Members should be careful about what is often referred to as “the battle of the forms” where the customer submits either its own or modified BIFA STC stating that these will be contract terms, thus superseding the original STC. STC modi fi cations BIFA does acknowledge that on occasion some modification of the STC may be appropriate – in fact with regards to limits of liability, the potential to uplift this is specifically referred to in Clause 26, including the contractual right of the Member to make an additional charge to cover its costs. Two points to consider are: whether the proposed changes made by the client are acceptable to the Member and secondly that any proposed changes must not undermine the fundamental basis of the STC and be appropriate to the business undertaken. On this subject it is important to ensure all contractual points are agreed and changes documented before undertaking any business. Failure to do so indicates that the Member has accepted the client’s changes to be included in the contractual terms on which business is conducted. In this article, we have examined the importance of incorporating the BIFA STC in all contracts between individual Members and their clients. By doing so Members can maximise the benefits of trading under them, and both parties know their responsibilities and rights. Additionally, included in Clause 23 is an undertaking by the Member to act in a diligent and professional manner.
“ It is essential to ensure that any agreement/ document is signed by a suitably authorised staff member within the customer’s organisation
August 2025 | 13
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