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
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TERMS AND CONDITIONS
Application and Entire Agreement
- These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by (we or us or Service Provider) to the person buying the services (you or Customer).
- You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
- You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
- A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
Services
- We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
- We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
- All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your Obligations
- You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
- If you do not comply with clause 10, we can terminate the Services.
- We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees
- The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
- In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
- You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
- The Fees are of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and Amendment
- We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of days from the date of the quotation, (unless the quotation has been withdrawn).
- Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
- If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
- If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment
- We will invoice you for payment of the Fees either:
- when we have completed the Services; or
- on the invoice dates set out in the quotation.
- You must pay the Fees due within days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
- Time for payment shall be of the essence of the Contract.
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of % per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
- Receipts for payment will be issued by us only at your request.
- All payments must be made in unless otherwise agreed in writing between us.
Sub-contracting and Assignment
- We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
- You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
- We can terminate the provision of the Services immediately if you:
- commit a material breach of your obligations under these Terms and Conditions; or
- fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual Property
- We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
- We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- any indirect, special or consequential loss, damage, costs, or expenses or;
- any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
- any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
- When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
- The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
- The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
- The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
- The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
- Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found . For any enquiries or complaints regarding data privacy, you can email: .
Circumstances Beyond a Party's Control
- Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- on the fifth business day following mailing, if mailed by national ordinary mail; or
- on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No waiver
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
- These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
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 Rocket Lawyer 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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