Business Names and Information Disclosure - a summary of the issues

I often get asked about disclaimers and notices in email footers and the requirements for providing infromation in web sites and emails. Its something I have commented on before on Chinwag and elsewhere but I thought it would be good to refresh the topic.

The long and the short of it is that you must include the company's name, place of registration, address of its registered office and registered number in emails but there are some optional extras that you might want to consider.
These are the kind of things you might normally expect to be included a subject header or (if it was a letter) in the main body or heading such as "subject to contract", "confidential" etc.. However it has become common to include them in the email footer "just in case".
There is some uncertainty as to the enforceability of these notices and disclaimers but the accepted thinking is that they can't hurt and their enforceability will depend on the circumstances of each case.
Confidentiality Notices
You use these already and the purpose of that is to remind or notify the recipient that the information disclosed in the email may be confidential.
This is also intended to help protect you if the email falls into the wrong hands or goes astray. In that case it may be an idea to add to your notice that the email is for the intended recipient only and that if it is received by someone other than the intended recipient it should not be used etc.
Contractual Notices
You may also find that you are negotiating deals through email. In those cases it can be sensible to head the email "subject to contract" so that you aren't deemed to be entering into an agreement through email when in fact you intend there to be further negotiation and the final deal to be subject to a signed negotiated agreement.
Therefore in case you / your team forget to include it in the subject header or main body including it in an email footer can be the next best thing.
Sending emails have their own inherent risks. For example the attachments may have viruses and there may be technical problems such as email going astray (as described above). Therefore there is the opportunity to include a disclaimer to try to limit or remove your liability for these things.
Email Monitoring
You may want to monitor emails sent and received by your employees. In that case you should include a notice saying that this is possible.
Business Names and Information Disclosure - a summary of the issues

Alex Chapman

The law concerning what information a business should disclose has recently been updated to clarify that companies must now disclose their full name, registered address and registration number in all its web sites and all letters, order forms, notices and other official publications whether those are in electronic form or not.

That includes emails which relate to the business of the company.

All companies should therefore review their web sites and emails to make sure they are compliant.

For email we would recommend that you include the information as a footer to the standard email template and for web sites you should consider updating your "terms and conditions", "about us" or "contact" pages.

The new regulations should also be considered in conjunction with some existing rules that it can't hurt to be reminded of and these are set out below

Company's name to appear in its correspondence, etc

Every company must have the company's place of registration, address of its registered office and the number with which it is registered mentioned legibly in all business letters, order forms and web sites of the company.

The legislation specifically states that references to a type of document include all such documents, whether in hard copy, electronic or any other form and that therefore includes all emails sent by or on behalf of the company.

Every company must have its name in legible characters:

(a) in all business letters and order forms of the company;

(b) in all its notices and other official publications;

(c) in all its web sites;

(d) in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, invoices, receipts and letters of credit.

However a web site is not a company's web site for the purposes of these rules if-

(a) its content is determined solely by persons other than the company, or

(b) it does not relate to the company, its business or its operations.

Business Names Generally

In the case of businesses that are not companies the general rule is that they should state legibly on all business letters, orders, invoices and receipts and written demands for the payment of debts:

(i) the name of each partner in the case of a partnership,

(ii) in the case of an individual, his name,

(iii) in relation to each person so named, an address in Great Britain at which service of any document relating in any way to the business will be effective (this could be the principal place of business and would not have to be a different address for each person).

Also in any premises where the business is carried on and to which its customers or suppliers have access, a notice containing such names and addresses is to be displayed in a prominent position so that it may easily be read by such customers or suppliers.

The E-Commerce Regulations

These Regulations became law in 2002 and deal specifically but not exclusively with the issue of commercial communications. These are broadly defined as being any form of communication designed to promote the goods, services or image of a business and, insofar as they form part of an "information society service" such as the Internet, they will be covered by the E-Commerce Regulations.

The effect of this is that any business sending an email or similar communication for marketing purposes must comply with certain requirements of the Directive including that:

o they give at least their name, e-mail address, geographic address and the particulars of their regulator;

o whether it is solicited or unsolicited the email must clearly identify:

§ that it is email marketing;

§ the business on whose behalf it was sent;

§ whether a promotional offer is made and that it is a promotion together with its conditions in clear and unambiguous terms;

§ the terms of any promotional competition or game in an easily accessible manner and that it is promotional competition or game.

o as soon as individuals receive unsolicited commercial communications they must be clearly identifiable as such i.e. in the subject header and therefore without reading the email

o those involved in email marketing regularly consult and respect any
opt-out registers such as the E-mail Preference Service scheme supported by the Direct Marketing Association.



Need to distinguish between

Need to distinguish between companies and registered companies. Both are perfectly legitimate formats, but they have different legal requirements.