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Last reviewed: June 2026 · For use in England & Wales · eLitigant is a Community Interest Company (No. 16566612), not a law firm and does not give legal advice.
In short
Your terms and conditions of business are the written contract between you and your customers. They set out price, payment, delivery, cancellation, liability and how disputes are handled. If you sell to consumers, they must reflect the rights in the Consumer Rights Act 2015 and (for online or distance sales) the Consumer Contracts Regulations 2013. Between businesses you have more freedom to set your own terms. eLitigant’s Chris drafts this for you — you check, sign and send.
What terms and conditions of business actually are
Your terms and conditions of business (often called T&Cs, standard terms of trade or a service agreement) are the written contract that governs every sale you make. They record what you have agreed with your customer: what you are supplying, for how much, when and how payment is due, what happens if something goes wrong, and how either side can bring the arrangement to an end. Good terms protect your cash flow, manage expectations and give you something clear to point to if a customer disputes a charge or a delivery. A contract is formed as soon as a customer accepts your offer — often the moment they place an order or pay a deposit. For your terms to bind that customer, you generally need to bring them to the customer’s attention before the contract is made (for example on your website checkout, in your quotation, or stapled to your order form) and be able to show they had a chance to read them. Terms hidden away or sent only after the sale may not apply.When and why you need them
Any business that sells goods or services benefits from written terms — sole traders, partnerships and limited companies alike. They matter most where money, time or quality could become contentious: trades and contractors, online retailers, designers, consultants, cleaners, tutors and anyone taking deposits or working to a quote. How much freedom you have depends on who you sell to:- Selling to consumers (individuals buying for personal use). Your terms must respect the rights given by the Consumer Rights Act 2015. Goods must be of satisfactory quality, fit for purpose and as described; services must be carried out with reasonable care and skill, within a reasonable time and for a reasonable price where none was agreed. You cannot contract out of these rights — a term that tries to do so is not binding on the consumer.
- Selling online, by phone, by mail order or away from your premises. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 require you to give clear pre-contract information and, for most goods, a 14-day cooling-off period during which the consumer can cancel without giving a reason. If you do not tell them about the cancellation right, that period can extend by up to 12 months.
- Selling to other businesses (B2B). You have much more freedom to write your own terms. The implied terms about quality and description still apply (now under the Consumer Rights Act for some supplies, and the Sale of Goods Act 1979 / Supply of Goods and Services Act 1982 for older-style business supplies), but you can allocate risk, limit liability and set your own payment and cancellation rules — subject to the reasonableness test in the Unfair Contract Terms Act 1977.
What to put in your terms
A clear set of small-business terms usually covers:- Your details: business name, trading address and contact details (a GOV.UK distance-selling requirement for consumer sales).
- What you supply: a description of the goods or services and any specification or quote it is based on.
- How the contract is formed: for example, that a contract arises only when you accept an order or confirm a booking.
- Price and payment: the price including VAT and any extra charges, when payment is due, accepted methods, deposits, and interest on late payment (you may be entitled to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 on B2B invoices).
- Delivery or performance: timescales and costs. For consumer goods the default delivery period is 30 days unless you agree otherwise.
- Cancellation and returns: the consumer’s 14-day right where it applies, plus your own cancellation and refund policy.
- Liability: a fair limitation of your liability — for example, capping it at the contract value — drafted so it does not fall foul of the Unfair Contract Terms Act 1977 or strip consumers of their statutory rights.
- Other practicalities: intellectual property, confidentiality, data protection (UK GDPR), what happens in events beyond your control, and that the contract is governed by the law of England and Wales.
Common mistakes and pitfalls
Trying to exclude consumer rights. A term saying “no refunds under any circumstances” is unenforceable against a consumer — their statutory rights override it. Be accurate about what you can and cannot exclude. Presenting terms too late. If a customer only sees your terms on the invoice after they have ordered, those terms may not form part of the contract. Show them up front. Over-broad liability clauses. Blanket exclusions of all liability tend to fail the reasonableness test. You can never exclude liability for death or personal injury caused by negligence. Forgetting the cancellation information. For online and distance consumer sales, missing the cancellation-right wording can extend the cooling-off period by up to a year. Copying terms wholesale. Generic templates often contain clauses irrelevant to your trade, or miss ones you need. Terms should fit how your business actually operates.Frequently asked questions
Do sole traders need written terms and conditions?There is no law forcing you to have them, but they are strongly advisable. Without written terms, any dispute is decided on whatever was said or implied, which is far harder to prove. Sole traders count as “traders” under consumer law just like limited companies. Are my terms legally binding?
They bind a customer if you brought them to the customer’s attention before the contract was formed and the customer agreed to them (for example by ticking a box, signing, or proceeding with an order after being given the terms). You must be able to show that agreement. Can I use the same terms for consumers and businesses?
It is usually better to have two versions or a clearly separated section. Consumer sales carry mandatory rights and cancellation rules that do not apply between businesses, and a one-size document can either under-protect you in B2B deals or unlawfully restrict consumer rights.
This guide is general information about how terms of business work in England and Wales. It is not legal advice. eLitigant is not a law firm; we provide information and document drafting, and you decide whether and how to use the document.
eLitigant drafts it; you check, sign & send. Not a law firm; information, not advice.
See it done — what Chris drafts for you
A worked example, drafted to a professional standard from your details — ready for you to check, personalise and send. Fictional sample.
TERMS AND CONDITIONS OF BUSINESS
Meadowgate Joinery (a trading name of J. Whitfield)
Unit 4, Carlton Workshops, Beech Lane, Harrowdale HD2 7QL
Email: hello@meadowgatejoinery.co.uk | Tel: 01632 960114
1.1 These are the terms on which we supply joinery goods and fitting services to you. By placing an order or accepting a quotation you agree to be bound by them. Please read them before you order.
1.2 If you are a consumer (buying for purposes outside a business), nothing in these terms affects your statutory rights under the Consumer Rights Act 2015. 2. Our contract
2.1 A contract is formed only when we confirm your order in writing or begin work, whichever is first. Until then a quotation is an invitation to treat, not an offer.
2.2 Quotations are valid for 30 days unless we state otherwise. 3. Price and payment
3.1 Prices are in pounds sterling and include VAT at the prevailing rate.
3.2 We require a deposit of 40% on acceptance, with the balance due on completion. Bespoke timber orders are charged in full at order.
3.3 Invoices are payable within 14 days. We may charge interest on overdue business accounts under the Late Payment of Commercial Debts (Interest) Act 1998. 4. Delivery and timing
4.1 We will agree a fitting or delivery date with you in writing. Where no date is agreed for a consumer order, we will deliver within 30 days.
4.2 Timescales are estimates given in good faith and may be affected by matters beyond our reasonable control, including supplier delays and adverse weather. 5. Cancellation (consumers)
5.1 If you ordered online, by phone or away from our premises, you may cancel within 14 days of delivery without giving a reason, using the cancellation form we provide.
5.2 The right to cancel does not apply to bespoke goods made to your specification once work has begun, as permitted by the Consumer Contracts Regulations 2013. 6. Quality
6.1 We will carry out our services with reasonable care and skill and supply goods that are of satisfactory quality, fit for purpose and as described. 7. Our liability
7.1 We do not exclude liability for death or personal injury caused by our negligence, or for fraud.
7.2 Subject to clause 7.1, our total liability arising from any one contract is limited to the price paid under that contract. We are not liable for indirect or consequential loss. 8. General
8.1 We handle your personal data in line with UK data protection law; see our privacy notice.
8.2 These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.
Fictional example for illustration only. Names, figures and details are invented.
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