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Terms of Business Generator

Create professional UK service terms in minutes

🏢 What Industry Are You In?

? Choose your industry to pre-fill sensible defaults for payment terms, IP ownership, liability, and more. All fields remain fully editable.
This pre-fills sensible defaults — you can still customise every field below

👤 Service Provider Details

Legal entity name for contracts
Companies House or sole trader UTR
For official notices and communications

💼 Services & Engagement

Clear description of what you provide
? How you charge: "Retainer" = monthly fee for ongoing services, "Project" = fixed price per project, "Time & Materials" = hourly/daily rates. Affects payment and termination terms.
? Do you send formal proposals/statements of work? "Per-project SOW" means each project detailed separately. "Included in Terms" means scope defined here.

💷 Payment Terms & Fees

? When you invoice: "Monthly" is standard for retainers. "Milestone" means payment at project stages. "Upfront" means before work starts.
? Days from invoice date to payment due. 30 days is UK standard. Shorter = better cashflow. Longer = client-friendly but riskier.
? Interest on overdue invoices. UK statutory rate is Bank of England base + 8%. This encourages on-time payment and compensates you for late payment.
? How you handle out-of-pocket expenses (travel, materials). "Pre-approved" means client agrees first. "Reasonable" means you use judgment. "Included" means no separate charges.
💡 Payment Best Practice
For retainers: monthly in advance protects cashflow. For projects: 50% upfront minimises risk. Always include late payment interest (statutory rate is legally enforceable under Late Payment Act 1998).

© Intellectual Property Rights

? Who owns the work product? "Transfer" = client owns after payment. "License" = you retain ownership, client gets usage rights. "Shared" = joint ownership. Transfer is simplest for most services.
? Your existing tools, templates, methodologies. "Reserved" = you keep ownership, client can't use elsewhere. "Licensed" = client can use with restrictions. Protects your core business assets.
? Can you showcase this work publicly? "With approval" is safest compromise. "Confidential" means you can't disclose. Important for marketing your services.
? Right to be identified as creator and object to derogatory treatment. "Waived" is standard for commercial work. "Retained" if you want attribution (e.g., creative work).

🔒 Confidentiality & Data Protection

? How long information stays confidential. "During + 3 years" is standard. Indefinite is stronger but less common. Protects both parties' sensitive information.
? "Reasonable care" is standard duty. "Same care as own" is mutual protection. "Strict" means highest protection (for highly sensitive data).
? Under GDPR: "Controller" decides what data to process, "Processor" processes on instructions, "Neither" if no personal data. Determines compliance obligations.
? If processing personal data: standard GDPR clauses required (security, breach notification, data subject rights). DPA is formal Data Processing Agreement.

⚖️ Liability & Indemnity

? Maximum you'll pay if something goes wrong. "Fees paid" is standard (typically 12 months). "2x fees" for higher-risk work. Protects your business from unlimited liability.
? Indirect damages (lost profits, business interruption). "Excluded" is standard - limits liability to direct damages only. "Included" means you accept full risk.
? Do you have PI insurance? If yes, specify coverage level. Many clients require this, especially for professional services. Check your policy limits.
? How long after delivery can client claim? "12 months" is standard. Shorter = less risk. Gives certainty on when liability ends.
⚠️ Liability Management
Always cap liability and exclude consequential loss - unlimited liability can destroy your business. Consider professional indemnity insurance for high-value or high-risk work.

🚪 Termination & Suspension

? Can either party terminate without cause? "With notice" is standard for retainers. "Project-specific" means you finish committed projects.
? For termination without cause. 30 days is standard for retainers. Gives you time to replace income and complete handover.
? What's owed if contract ends early. "Pro-rata" means payment for work completed. "Kill fee" means partial payment even if project incomplete.

✓ Service Standards & Warranties

? What quality you commit to. "Reasonable skill and care" is statutory minimum (Supply of Goods and Services Act 1982). Industry standards more specific.
? How long you'll fix defects in work at no charge. 30-90 days is standard for deliverables. Ongoing retainers typically have no separate warranty.
? What you'll do if work doesn't meet standards. "Re-perform" is most common - fix at no charge. Limits liability to cost of correction.
? Can clients rely on your recommendations? "Advisory only" limits liability - client makes final decisions. "Reliance permitted" if you provide formal advice/opinions.

⚡ Force Majeure & Dispute Resolution

? Unforeseeable events that excuse non-performance. "Standard" includes natural disasters, strikes, etc. "Expanded" adds pandemics, cyberattacks. Protects you from events outside your control.
? "Mediation first" is cost-effective. "Litigation" is expensive but enforceable. "Arbitration" is private and final. Choose mediation to avoid costly court battles.

📋 General Provisions

? Can parties transfer the contract? "Consent required" is standard - protects you from dealing with unknown third parties. "No assignment" is strictest.
? How to change these terms. "Written only" prevents verbal misunderstandings. "Written or verbal" is flexible but risky.
? States this contract supersedes all prior discussions. Prevents clients claiming "you said X before". Strong protection - always include unless client has specific concerns.
? If one clause is invalid, rest of contract still stands. Standard protection - always include.
Where official notices should be sent
For urgent legal notices

🏛️ Governing Law & Jurisdiction

? Which country's law applies. Choose where your business is based. England & Wales is standard for UK providers. Affects how contract is interpreted.

Your Terms of Business

Professional UK service terms & conditions

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