make your free terms and conditions for supply of services to business customers
what we'll cover
what are terms and conditions for supply of services to business customers?
terms and conditions for supply of services to business customers (or simply ‘t&cs’) should be used when you are supplying services to business customers on standard terms. your terms and conditions for supply of services to business customers form the basis of contracts between your business and the customers’ businesses and put everybody on a firm legal footing.
this document is gdpr compliant.
when should i use terms and conditions for supply of services to business customers?
use these terms and conditions for supply of services to business customers:
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when you are supplying services (with or without related goods) to a business
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to make it clear where everyone stands if something goes wrong
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when you want your terms of business to be essentially the same for every sale
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when you are supplying services to specification and/or standard services
sample terms and conditions for supply of services to business customers
the terms in your document will update based on the information you provide
about terms and conditions for supply of services to business customers
learn more about making your terms and conditions for supply of services to business customers
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how to make terms and conditions for supply of services to business customers
making terms and conditions for supply of services to business customers online is simple. just answer a few questions and 2022世界杯32强抽签时间 will build your document for you. when you have all of the details prepared in advance, making your document is a quick and easy process.
to make your terms and conditions for supply of services to business customers, you will need the following information:
business details
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what are the details of the business supplying the services (eg the business’ legal structure, name and address)?
fees
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how many days does the customer have after receiving an invoice to pay the invoice?
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are fees inclusive of value added tax (vat) and other taxes?
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how will additional service fees be charged?
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in which currency must all payments be made?
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is a deposit payable?
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if so, within how many days after acceptance of the quote must the deposit be paid?
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what is the contractual annual interest rate for late payment?
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within how many days following the issue of a quote can the seller withdraw, cancel or amend it?
data protection
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where is the service supplier’s data protection policy stored?
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what is the email address of the person responsible for data protection compliance?
jurisdiction
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if the business is based in scotland, which country's law do you want to apply to these t&cs?
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common terms in terms and conditions for supply of services to business customers
these terms and conditions should be used by businesses who are supplying services to business customers. these terms and conditions for supply of services to business customers cover:
application and entire agreement
this section details who the service provider business is and identifies the business buying the services as the customer. it also sets out when the customer is deemed to have accepted the terms and conditions for supply of services to business customers.
interpretation
this section provides interpretations for certain terms used throughout the terms and conditions. for example, it clarifies that a business day means any day other than a saturday, sunday or bank holiday.
services
this section outlines that the service provider promises to exercise reasonable care and skill in the performance of services and to comply with quotations and specifications. the service provider may make changes to service provisions if necessary to comply with applicable laws or safety requirements and will notify the customer if this occurs. the service provider will also attempt to complete the provision of the services within the agreed time, but time is not essential to their obligations. finally, this section sets out that the terms and conditions apply to both goods (eg ancillary goods) and services unless specified otherwise.
your obligations
this section requires the customer to obtain necessary permissions, consents, and licences, and to provide access to relevant information and materials as required for the service provider to perform the services.
the customer’s failure to comply with this clause may lead to the termination of service provision by the provider. additionally, this section highlights that the service provider isn’t responsible for any delays or failures in service delivery due to the customer’s non-compliance with their obligations.
fees
this section sets out details related to the service provider’s fees. it clarifies that the fees are set out in the quotation and are on a time and materials basis. it also specifies whether the fees are inclusive or exclusive of taxes. where relevant, this section also sets out the details of the deposit that must be paid for the provision of services.
cancellation and amendment
this section sets out when the service provider can cancel or withdraw from the provision of services. it also sets out when the customer can cancel the provision of services.
payment
this section details when payment is required and how payments should be made. it also sets out any interest chargeable on late payments.
subcontracting and assignment
this section allows the service provider to assign, transfer or subcontract their rights and obligations to a third party without seeking prior consent from the customer. however, the customer is not allowed to assign or transfer their rights or obligations without the written consent of the service provider.
termination
this section sets out in what situations the service provider can immediately end (ie terminate) the provision of services.
intellectual property
this section clarifies that the service provider reserves all copyrights and other intellectual property rights in any goods supplied in connection with the services and may take necessary action to prevent the infringement of these rights.
liability and indemnity
this section outlines the limitations placed on the service provider’s liability under the terms and conditions. the maximum amount of liability is equal to the total fees paid by the customer under the contract. the service provider is not liable for indirect or consequential losses, loss of profits, data, or reputation, and is indemnified by the customer for any damages or expenses arising from the customer's actions or negligence. however, the service provider's liability is not limited for cases of personal injury or death due to negligence or of fraudulent misrepresentation.
data protection
this section details the service provider’s data protection rights and responsibilities. this includes the email address of the person responsible for data protection compliance (eg the service provider’s data protection officer (dpo)).
circumstances beyond a party's control
this section is a force majeure clause. it explains that neither party is responsible for any delay or failure in performing their obligations due to events beyond their reasonable control (eg natural disasters, governmental actions, or wars). if a delay continues for more than 90 days, either party may terminate the contract.
communications
this section details how all notices must be served (ie sent and delivered) under the terms and conditions. this includes setting out when notices are presumed to have been delivered.
no waiver
this section explains that, if a party delays or fails to exercise any of their rights or remedies under the t&cs, this does not mean they have waived those rights or remedies and they can still exercise them in the future.
severance
this section states that if any of the terms in the terms and conditions are found to be unlawful, invalid, or unenforceable, those provisions will be removed while the remainder of the terms and conditions remain valid and enforceable.
law and jurisdiction
this section states that the terms and conditions will be governed and interpreted according to the law of england and wales or of scotland, and that any disputes arising under the terms and conditions will be subject to the exclusive jurisdiction of the courts of england and wales or of scotland. this is the jurisdiction of the terms and conditions.
if you want your terms and conditions for supply of services to business customers to include further or more detailed provisions, you can edit your document. however, if you do this, you may want a lawyer to review or change the terms and conditions for supply of services to business customers for you, to make sure they comply with all relevant laws and meet your specific needs. ask a lawyer for assistance.
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legal tips for making terms and conditions for supply of services to business customers
ensure that you properly incorporate your terms and conditions
it is important to ensure that your terms and conditions for supply of services to business customers are clearly visible and accessible to customers before they ask you to supply services to them. ensure that the process by which consumers agree to these terms is adequate to constitute their acceptance of your t&cs. failure to do so may result in the terms and conditions not being legally incorporated into a contract for the supply of services, making it difficult to enforce them in the event of a dispute. for more information, read the faq ‘how do i implement the terms and conditions for supply of services to business customers?’.
make sure that you adopt all relevant documents
there are various documents you need when running your business. for example, consider making:
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a data protection and data security policy - detailing how your business complies with its data protection obligations
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website terms and conditions - governing the use of a business website by visitors
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a privacy policy - detailing why and how your website collects visitors’ data
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a cookie policy - detailing the cookies your website uses and why
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all relevant terms and conditions - these may need to be different depending on whether you supply goods and services to businesses and consumers on your business premises or online
understand when to seek advice from a lawyer
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if the terms and conditions for supply of services to business customers don’t meet your specific needs
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for advice on the sale of goods and services if the goods are not related to the services
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for advice on unusual or regulated services
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for advice on services that focus on intellectual property
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terms and conditions for supply of services to business customers faqs
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what is included in the terms and conditions for supply of services to business customers?
these template terms and conditions for supply of services to business customers cover:
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supply and contract formation
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price and specification
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delivery
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warranties
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liability for defective services or breach of contract
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why do i need terms and conditions for supply of services to business customers?
as different types of sales are governed by different laws, different terms and conditions should be used in different sales situations. these t&cs should be used for the supply of services (ie not the sale of goods) to businesses (ie not consumers). by having terms and conditions for supply of services to business customers in place, you protect your business interests, ensure your customers know where they stand, and help avoid potential disputes.
if you are selling goods to consumers (ie private individuals), you will need terms and conditions for supply of services to consumers. if you are supplying the services to consumers via a website, use terms and conditions for supply of services to consumers via a website. if you are selling goods to customers (businesses or consumers), you will need specific terms and conditions for the sale of goods. for more information, read how to choose the right terms and conditions. if you require tailor-made t&cs, consider using our bespoke legal drafting service.
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how do i implement the terms and conditions for supply of services to business customers?
to ensure your terms and conditions for supply of services to business customers are legally binding, you should make them available to business customers before they place their order or at the time the order is placed. your terms and conditions should generally also appear on the back of all contractual documents (eg quotations, order forms, acknowledgements of orders, or delivery notes) and in brochures and catalogues.
for more information, read terms and conditions.
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how can i clarify our business’ position on ancillary goods?
you should consider whether the services you provide involve the provision of any related goods or materials. service agreements may involve pure service provision, or they may also involve the provision of ancillary goods (eg the provision of physical advertising materials or brochures when you’re providing design services). if ancillary goods are being provided, you will need to include provisions for this in your terms and conditions and a description of the deliverables in the specification.
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what if services are being performed on the customer's premises?
if your services are being provided on your customer’s premises, it is important to follow any reasonable instructions about using the premises. the customer should allow you access to the premises, maintain the premises, and tell you about any relevant regulations. provisions for this should be made in the t&cs.
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should i include a price list in these terms and conditions for supply of services to business customers?
the terms and conditions for supply of services to business customers allow for prices that have been individually agreed upon with the customer. if a price is not individually negotiated and set out in an order, any price lists should be brought to your customer's attention before the contract is entered into. these may be published on a website or available on request.
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what happens if an order is cancelled?
once an order has been made and accepted, it is binding and it is up to you whether you want to agree to a subsequent cancellation requested by the customer. if you want certain conditions to be met on cancellation (eg payment of a percentage of the price of the services) this should be specified in the terms and conditions.
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how can i ensure that invoices are paid on time?
your terms and conditions for supply of services to business customers should set out how long customers have to pay your invoices. your terms and conditions may specify what rate of interest is payable on late payments. this should not be too high, or it may be deemed invalid. if there is nothing in the terms and conditions that specifies how much interest is to be paid, the statutory interest rate applies, which is 8% above the bank of england base rate. for more information, read calculating interest on commercial debts.
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can i specify the terms of a warranty?
when a business deals with another business, some terms will be implied into the contract between the businesses by statute unless specifically and legitimately excluded by the contract. the customer is entitled to expect that the services are provided:
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with reasonable care and skill
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within a reasonable time
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for a reasonable charge
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can i exclude or limit liability under these terms and conditions for supply of services to business customers?
the difference between business-to-business contracts and business-to-consumer contracts is that some rights can be excluded in contracts between businesses that cannot be excluded in consumer contracts. this is known as ‘limitation of liability’.
any limitation of liability must be reasonable to be valid. note that there is an absolute ban on excluding or restricting liability for death or personal injury resulting from negligence.
if you're ever unsure about what can be excluded from your terms and conditions for supply of services to business customers, ask a lawyer.
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can i set a financial limit on any liability under the terms and conditions for supply of services to business customers?
you can cap your financial liability under the terms and conditions for supply of services to business customers to a reasonable amount. this should be stated clearly in your t&cs. when deciding on a limit, you should consider the level of service being supplied, the risk of causing loss and damage, and what is common in the relevant marketplace. this limit must be reasonable to be enforceable. for more information, read limitation of liability clauses.
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