Supply services to other businesses and want to know what should be in your terms?

If your business supplies services to other businesses, you’ll need robust, clear, and legally sound terms and conditions.

They protect your business, set expectations, and help you avoid disputes. But they must also be fair and enforceable — especially when it comes to things like intellectual property rights, liability, and payment.

This guide explains what to include in your standard terms and conditions for business-to-business (B2B) services — in plain English.

Please note, however, that this is only a general guide, and requirements for ‘terms and conditions’ can vary massively from industry to industry, and regulatory requirements compliance.

Why you need standard terms and conditions

Having your own set of standard terms means you can:

Avoid re-negotiating every new contract.
Make sure your business trades on consistent, legally compliant terms.
Reduce time, legal costs, and risk.
Protect your position if something goes wrong.

But your terms only work if they are correctly drafted and incorporated into your contracts. Poorly worded or unfair clauses can be struck out by a court — leaving you exposed.

The legal background

Laws that govern the supply of services between businesses in England and Wales (or further afield if you bind your client to English and Welsh jurisdiction) include:

Supply of Goods and Services Act 1982 (SGSA): Implies certain terms into service contracts, such as the duty to use reasonable skill and care, complete work within a reasonable time, and charge a reasonable price if none is agreed.
Unfair Contract Terms Act 1977 (UCTA): Limits how far a business can go in restricting or excluding liability in its standard terms.
Data protection laws (UK GDPR and Data Protection Act 2018): Apply if your services involve handling personal data, which can even include the names of individuals giving you instructions within your client’s business.
Bribery Act 2010, Criminal Finances Act 2017 and the Economic Crime and Corporate Transparency Act 2023: Create responsibilities for preventing bribery, tax evasion, and fraud in your supply chain.
TUPE Regulations: May apply if services are transferred to or from another provider.
The Modern Slavery Act 2015: May also apply if you or your client are part of a large commercial organisation with a global annual turnover above £36 million.

What your standard terms should cover

1. Clear description of services

Spell out exactly what services you’re offering, how they’ll be delivered, and what the client can expect. If the scope changes, include a process for agreeing variations or additional work in writing. When drafting terms and conditions for our clients, we typically set out variables between their customers in a separate ‘service particulars’ document, which can be easily adapted from one customer to the next.

2. Charges and payment

Include:

How you calculate fees (fixed fee, hourly, retainer, or hybrid).
When and how invoices are issued and paid.
Whether VAT is included.
What happens if payment is late (for example, interest and right to suspend services).

The Late Payment of Commercial Debts (Interest) Act 1998 gives suppliers the right to charge interest (usually 8% above the Bank of England base rate) if payment is late — unless you’ve agreed an alternative “substantial remedy” in your terms.

3. Timelines and performance

Be clear about:

Start and end dates.
Milestones or delivery dates.
What happens if deadlines are missed (e.g., service credits, penalties, or termination rights).
Whether “time is of the essence” — meaning deadlines are legally critical.

4. Customer obligations

You might need cooperation, access, or information from the customer to provide your services. Include a clause requiring them to provide what’s needed, on time.

If their delay or failure prevents you from performing, your terms should state that:

You won’t be liable for that delay or failure, and
You can recover any extra costs caused by it.

5. Limiting or excluding liability

Limitation of liability clauses define how much you could be held liable for if something goes wrong — and in what circumstances. But they’re regulated by the Unfair Contract Terms Act 1977 (UCTA).

Why liability limits are important

Without a limit, you could face unlimited claims for breach of contract, negligence, or breach of statutory duty. One large claim could be financially devastating.

What UCTA allows and restricts

You cannot exclude liability for:

Death or personal injury caused by negligence.
Title/ownership of goods under SGSA.
Fraud or fraudulent misrepresentation.

You can try to limit liability for other things — like breach of contract or negligence — but only if your clause is reasonable. Courts will consider factors like bargaining power, whether the clause was clear, and whether the party had insurance.

Common approaches

Capping liability at the total contract price or fees paid in a previous period (e.g. 12 months).
Excluding indirect or consequential losses (like lost profits or business).
Setting different caps for different risks (e.g. personal injury, data breaches, general breaches).

Tips for drafting

Don’t use overly aggressive clauses — courts will strike them out.
Highlight key exclusions and limitations clearly.
Link your liability cap to real-world risks and value.
State that you maintain relevant insurance — it helps show reasonableness.

Don’t forget:

Any clause that tries to avoid performance altogether, or allows a party to provide something completely different than promised, is also subject to the UCTA reasonableness test.

6. Intellectual property rights (IPR)

Your terms must explain who owns what. For example:

You might assign full ownership of deliverables (like reports or designs) to the client, or
Keep ownership and give them a licence to use the work.

You should also:

Address pre-existing materials or third-party content.
Include a moral rights waiver if needed.
Explain what happens post-termination — can the client still use the content?
If you only wish to grant your customer a limited right to use your intellectual property (typically in the form of a licence) you need to state the terms clearly, and whether royalties and renewal periods apply.

7. Data protection

If you process personal data, include clear clauses on your GDPR responsibilities, whether you act as a controller or processor, and how you’ll protect data.

8. Boilerplate clauses

Don’t forget the important background clauses:

Entire agreement – confirms everything agreed is in the contract.
Force majeure – covers events beyond your control.
Variation – prevents changes unless agreed in writing.
Assignment – can the contract be transferred?
Notices – how formal communications must be delivered.
Law and jurisdiction – which courts and legal system apply.
Third party rights – stops anyone else enforcing the contract.
Severance – if one clause fails, the rest still stand.
Waiver – if you delay enforcing a right, you don’t lose it permanently.

9. Incorporating your terms correctly

To ensure your terms apply:

Share or refer to them before the contract is agreed — not after.
Include them in order forms, proposals, quotes, and confirmations.
Avoid relying on just including them in invoices.

10. Keep your terms updated

Review your terms regularly to make sure they reflect:

Changes in the law (e.g., data protection, TUPE, or anti-fraud rules).
Your current services and delivery methods.
Reasonable levels of commercial and legal risk.

✅ Need help creating or reviewing your terms?

We help UK-based service providers create and update standard terms that are:

Written in plain English
Compliant with English and Welsh contract law
Tailored to your industry and risks
Commercially sound and legally enforceable

Get in touch to make sure your service contracts work for your business — and protect you when it matters most. Check out our fixed price range for Terms of Business.