Legal and ethical considerations - Contract terms, data prot...

Learning Outcomes

After reading this article, you will be able to identify legal requirements for contract terms and formation, describe obligations for data protection, and explain key compliance responsibilities under English law. You will distinguish valid, void, and unenforceable agreements, understand the essentials of lawful data handling, and recognize risks and remedies related to ethical and regulatory breaches for the ACCA exam.

ACCA Foundations in Financial Management (FFM) Syllabus

For ACCA Foundations in Financial Management (FFM), you are expected to understand the key legal and ethical issues affecting the creation and execution of contracts, obligations for personal data handling, and compliance with regulatory and professional standards. Specifically, you should focus on:

• The elements and types of contract, including the basic requirements for formation and enforceability
• The legal consequences of defective or unlawful contract terms
• Obligations arising from data protection law, including data subject rights and organizational duties
• The impact of non-compliance on organizations and individuals
• Ethical considerations in business conduct, including integrity and professional responsibility

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

1. Which of the following is NOT required for a contract to be legally enforceable?
   1. Offer and acceptance
   2. Consideration
   3. Written evidence
   4. Intention to create legal relations
2. What is the main purpose of data protection regulations such as the UK GDPR?
   1. To prevent the sharing of business information between organizations
   2. To ensure fair and lawful processing of personal data
   3. To restrict all data transfers outside the UK
   4. To limit the use of contracts in hiring employees
3. Which of the following is an example of a compliance breach?
   1. Failing to deliver goods on time under a contract
   2. Operating without a required business licence
   3. Offering concessions during contract negotiations
   4. Negotiating new payment terms

4. What is the legal consequence of including an unfair term in a consumer contract under English law?

Introduction

Legal and ethical considerations play a fundamental role in accounting and financial management. Accountants must understand how binding contracts are formed and executed, recognize legal duties when handling personal data, and ensure all activities comply with relevant laws and professional standards. Non-compliance can result in invalid transactions, financial penalties, reputational harm, and personal liability.

This article outlines the main rules for valid contract formation, explains the key obligations for data protection, and highlights important aspects of compliance and business ethics relevant to the ACCA exam.

THE LEGAL REQUIREMENTS FOR CONTRACTS

Valid Contract Formation

For a contract to be enforceable by law, it must include certain elements:

• A clear offer by one party, and unqualified acceptance by the other
• Consideration (something of value exchanged)
• Intention to create legal relations (often presumed in business)
• Certainty of terms
• Legal capacity and lawful purpose

Key Term: contract
An agreement that is intended to be legally binding and enforceable in court.

If any essential element is missing, the agreement may be void, voidable, or unenforceable.

Types of Contract Terms

Contract terms describe the promised obligations and rights. These can be:

• Conditions (fundamental terms)
• Warranties (less important terms)
• Innominate terms (terms that may be either, depending on the breach)

Unfair, illegal, or unclear terms may be struck out or lead to the entire contract being void.

Key Term: unfair contract term
A term which significantly disadvantages one party (typically a consumer), often invalid under law and cannot be enforced.

Key Term: void contract
An agreement with no legal effect from the outset, as if it never existed.

Remedies for Breach

If a contract is breached, the innocent party may be able to claim damages, cancel the contract, or request specific performance (a court order to carry out the contract as agreed).

Worked Example 1.1

A supplier and a retailer sign a contract that states, "All liability for faulty products is excluded." The retailer is a sole trader and purchases goods for business use. A defect in the product causes loss.

Question: Is the exclusion clause legally valid and enforceable?

Answer:
In English law, terms excluding liability for death or personal injury from negligence are not permitted, and terms seeking to exclude key statutory protections (e.g., Sale of Goods Act implied terms) are often invalid. The Unfair Contract Terms Act makes such terms unenforceable, especially if they are not reasonable. This exclusion clause is likely to be void.

Exam Warning

Be careful to distinguish between a contract that is void (no effect), voidable (can be set aside by one party), and unenforceable (cannot be enforced in court, but may affect property or performance).

DATA PROTECTION OBLIGATIONS

What Is Data Protection?

Businesses often hold, process, and share personal data. English law (Data Protection Act 2018 and UK GDPR) sets strict rules for processing data about individuals.

Key Term: personal data
Information relating to an identifiable living person, such as name, address, or financial details.

Key Term: data controller
The person or organization that decides how and why personal data is processed.

Main Duties Under Data Protection Law

Organizations must:

• Process data lawfully, fairly, and transparently
• Collect data only for specified, legitimate purposes
• Keep data accurate and up to date
• Store data securely and only as long as necessary
• Allow data subjects to access, correct, or erase their data

Breaches can lead to significant fines and reputational damage.

Worked Example 1.2

An accountancy firm receives a request from a former client asking for a copy of all personal data held about them.

Question: What is the firm's legal obligation?

Answer:
Under data protection law, individuals have the right to access their personal data. The firm must provide the requested information promptly, normally within one month.

Revision Tip

Remember that processing personal data without a lawful basis, or failing to respond to data subject requests, is an automatic breach—even if no harm was intended.

COMPLIANCE AND ETHICAL DUTIES

Regulatory Compliance

Compliance means acting within the law and regulations relevant to your business or profession. This may include licensing laws, anti-money laundering rules, health and safety, and financial reporting standards.

Breaches can include:

• Trading without necessary permits or registrations
• Failing to submit reports or returns on time
• Breaking rules on anti-bribery or anti-corruption

Key Term: compliance
Observing all statutory, regulatory, and professional obligations relevant to organizational activities.

Ethical Responsibilities

Accountants must go beyond legal requirements and uphold ethical values—honesty, integrity, confidentiality, and fairness. The ACCA code of ethics sets out these obligations.

Unethical behaviour, even if technically lawful, can nevertheless result in professional sanctions or regulatory penalties.

Worked Example 1.3

A finance officer discovers that the company is making late VAT payments to ease cash flow, but is recording these payments as if they were paid on time.

Question: Which compliance and ethical principles are breached?

Answer:
This scenario involves misreporting statutory payments (a compliance breach) and deliberate misrepresentation (a breach of integrity and objectivity).

Exam Warning (Compliance)

The ACCA exam may ask you to identify both the legal and the ethical consequences of a given scenario. Do not confuse regulatory non-compliance with poor ethical judgement—both have distinct risks.

Summary

Legal and ethical compliance requires businesses to create valid, fair contracts, observe statutory duties when handling personal data, and operate within all relevant rules. Failure to do so risks legal penalties, claims, personal liability, and professional disciplinary action.

Key Point Checklist

This article has covered the following key knowledge points:

• The required elements for a valid, enforceable contract under English law
• Types of contract terms, including unfair or void clauses
• Legal remedies for breach of contract
• Main obligations imposed by data protection law on organizations
• The role and liability of data controllers handling personal data
• The concept of compliance and recognition of typical compliance breaches
• Core ethical values and their direct effect on professional duties
• Consequences of legal or ethical violations for individuals and businesses

Key Terms and Concepts

• contract
• unfair contract term
• void contract
• personal data
• data controller
• compliance