£9UK law · England & Wales

UK Terms of Business Template

Standard B2B Terms of Business for a UK service company. Attach to quotes and invoices to govern the entire commercial relationship. Editable Word + PDF, £9.

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Editable Word (.docx) + PDF · Re-download any time · UK GDPR compliant

Legal background

Your Terms of Business form the backbone of every B2B service engagement. They prevail over the customer's standard purchase order terms only if drafted and incorporated correctly (battle of the forms — Tekdata Interconnections v Amphenol [2009]). Strong incorporation language plus reference on the quote is the standard pattern.

Sample excerpt

A short preview of the kind of clauses your generated document will contain. The full document is tailored to your inputs.

1. Incorporation. These terms apply to the supply of services by [Company Name] ("we", "us") to the Customer and prevail over any inconsistent terms put forward by the Customer. 2. Services. We shall provide the services described in the relevant Statement of Work or quotation (the "Services"), with reasonable skill and care. 3. Fees and payment. The fees are set out in the Statement of Work. We shall invoice monthly in arrears (or as agreed) and the Customer shall pay each invoice within 30 days. Late payment accrues interest under the Late Payment of Commercial Debts (Interest) Act 1998. 4. Suspension. We may suspend Services where any invoice is more than 14 days overdue, on prior written notice. 5. Intellectual property. We retain ownership of all our pre-existing intellectual property. On full payment, we grant the Customer a non-exclusive perpetual licence to use the deliverables for the Customer's internal business purposes. 6. Liability. Our total aggregate liability under or in connection with these terms shall not exceed the higher of (a) the fees paid by the Customer in the 12 months preceding the claim or (b) £100,000. Nothing in these terms excludes liability for death or personal injury caused by negligence or for fraud.

What's in the template

✓Incorporation language (these terms prevail over customer's)
✓Scope of services and deliverables
✓Pricing and payment terms (including Late Payment Act 1998 reference)
✓Suspension for non-payment
✓IP — pre-existing retained, work product on payment
✓Limitation of liability — caps and carve-outs (UCTA 1977 reasonable)
✓Confidentiality
✓Term, termination for cause, termination for convenience
✓Force majeure
✓Governing law (England & Wales) and jurisdiction

Who this is for

→UK B2B service companies (agencies, consultancies, IT services)
→SaaS companies (often combined with subscription terms)
→Anyone sending quotes that need contractual backing
→Companies wanting to defeat the customer's "our terms apply" wording

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Frequently asked questions

How do I make sure my terms apply, not the customer's?

Reference the terms on every quote ("subject to our Terms of Business at [URL]") and require explicit acceptance in the customer's purchase confirmation. Battle-of-the-forms is decided by the last shot — make yours the last shot, and contemporaneous.

Liability cap — how high should it be?

The template defaults to the higher of (a) fees paid in the prior 12 months or (b) £100,000. For high-value engagements you may need to increase; for low-value engagements you may need a lower fixed cap. Always carve out death/personal injury and fraud (UCTA 1977 requires this).

Do these cover consumers (B2C)?

No — they are drafted for B2B. For consumer sales the Consumer Rights Act 2015 imports mandatory protections (e.g. you cannot exclude implied terms about quality). A separate consumer-facing T&Cs document is required.

These templates are general legal information, not bespoke legal advice. For high-value or unusual matters, ask a solicitor to review.