B2B Terms of Service UK: What to Include (2026)

Overview

Terms of Service for a Business are the standard contractual conditions a service provider uses when supplying another business. They sit underneath the commercial deal (price, scope, timelines) and govern the legal side: payment, liability, intellectual property, confidentiality, termination, and how disputes get resolved.

In a B2B context, the parties have much more freedom to negotiate than they would in a consumer contract. UK consumer protection law, including the Consumer Rights Act 2015, imposes strict minimum standards when you sell to individuals. When both sides are businesses acting in the course of their trade, many of those protections fall away and the written agreement does most of the heavy lifting.

The Unfair Contract Terms Act 1977 still applies to certain clauses (particularly attempts to exclude liability), but the overall approach is that commercial parties are expected to read, negotiate, and live with what they sign. Most providers issue their terms in one of two ways: as a standalone document the client signs, or incorporated by reference into an order form, quote, or online sign up flow. Either can work, provided the client genuinely has notice of the terms before they commit.

Key steps

1. Define the services and deliverables precisely. Vague scope is the single biggest cause of commercial disputes. Describe what you are providing, what you are not providing, and how changes to scope will be agreed and priced. If there are service levels, response times, or specific outputs, spell them out. A short, clear schedule attached to the main terms usually works better than burying the detail in the body.
2. Set payment terms that protect your cash flow. Cover the price, whether it is fixed or time based, VAT treatment, invoicing frequency, and payment deadlines. Include interest on late payment (the Late Payment of Commercial Debts (Interest) Act 1998 gives statutory rights here) and your right to suspend services for non payment. If you take deposits or milestone payments, make that explicit rather than assumed.
3. Limit your liability sensibly. This is where many providers get exposed. Think about what you will exclude entirely (indirect or consequential losses, loss of profit, loss of goodwill) and set an overall financial cap, often linked to fees paid in the previous 12 months. Remember that liability for death, personal injury caused by negligence, and fraud cannot be excluded, and that exclusion clauses must satisfy the reasonableness test under UCTA 1977.
4. Deal with intellectual property and confidentiality clearly. Say who owns materials created during the engagement, who keeps pre existing IP, and what licences the client gets over your work product. Add a mutual confidentiality clause covering non public information exchanged during the project, with carve outs for information already known, publicly available, or required to be disclosed by law.
5. Plan for termination and what happens afterwards. Set out how either party can end the contract: for convenience on notice, for material breach that is not remedied, or on insolvency. Cover what the client must pay on termination (including work in progress), return or deletion of confidential material, and which clauses survive the contract ending (typically liability, confidentiality, and IP).

Common questions