MAKE YOUR FREE Terms and conditions for supply of services to business customers

Terms and conditions for the supply of services to business customers (also known as T&Cs) should be used if you want to supply services to another business customer on standard terms. They should cover key issues such as orders, specifications, obligations, pricing, payment, intellectual property, confidentiality, warranties, liability and termination.

Put your business on a firm footing with these clear and fair terms and conditions for supplying services to business customers. Use this straightforward terms and conditions template for any business in England, Wales or Scotland that sells its services to other businesses to ensure that customers know where they stand and needless disputes can be avoided. 

This document is GDPR compliant.

Use these terms and conditions for services:

• when you are supplying services (with or without related goods) to a business
• to make it clear where everyone stands if something goes wrong
• when you want your terms of business to be the same for every sale
• when you are supplying services to specification and/or standard services

These terms and conditions cover:

• supply and contract formation
• price and specification
• delivery
• warranties
• liability for defective services or breach of contract

Terms and conditions for the supply of services to business customers protect your business interests, ensure that customers know where they stand and help avoid disputes.

T&Cs should appear on the back of all contractual documents, including quotations, order forms, acknowledgements of orders, delivery notes or in a brochure or catalogue. They should be available to a customer before or at the time an order is placed. This helps to ensure they are binding.

You should consider whether the services involve the provision of any related goods or materials. Whilst many service agreements involve pure services, many involve the provision of ancillary goods (eg provision of advertising material, design services or brochures). If ancillary goods are being provided, you will need to include a provision for this in the terms and conditions and a description of the deliverables in the specification.

If your services are being provided on your client's premises, it is important to follow any reasonable instructions about using the premises. The customer should also allow you access to the premises, maintain the premises and tell you about any relevant regulations. Provision for this should be made in the T&Cs.

The terms can allow for prices that have been individually agreed with the buyer. If a price is not individually negotiated and set out in the order, any price list should be brought to your customer's attention before the contract is entered into. It can be published on a website or be available on request.

Once an order has been made and accepted, it is binding and it is up to you to agree to any subsequent cancellation by the customer. If you want certain conditions to be met on cancellation such as payment of a percentage of the price of the services this should be specified in the T&Cs.

You should specify, in the T&Cs, the length of time a client has to pay an invoice upon receipt. You can include a rate of interest on late payments in the T&Cs. It should not be too high, otherwise, it may be deemed invalid. If there is nothing in the agreement that specifies how much interest is to be paid, then the statutory interest rate applies which is 8% above the Bank of England base rate of 0.5%.

For more information, read Calculating interest on commercial debts.

When a business deals with another business, some terms will be implied by statute unless specifically excluded by the contract. The customer is entitled to expect that the services are provided:

• with reasonable care and skill
• within a reasonable time
• for a reasonable charge

The difference between business-to-business contracts and contracts with consumers is that some rights can be excluded in contracts between businesses. Any exclusion, even in a business-to-business contract, must be reasonable to be valid. However, 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 terms and conditions can be excluded in your business-to-business agreement, Ask a lawyer.

You can cap your financial liability under the contract 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.

Ask a lawyer for:

• the sale of goods and services if the goods are not related to the services
• unusual or regulated services
• services which focus on intellectual property

These terms and conditions are governed by the law of England and Wales or the law of Scotland.