Terms on a quote are not there to win a court case. They are there so that the two of you agree, in advance and in writing, on the four things that go wrong: what happens if the scope changes, what happens if the client goes quiet, what happens to the deposit, and who owns the work.
Which is why a page of boilerplate copied from a law firm is usually worse than six sentences you actually understand. Below is what is worth having, why, and wording to adapt.
First, when a quote becomes binding
A quote is an offer. On its own it binds nobody. It becomes a contract when the client accepts it, and at that point the terms of the contract are the terms on the quote.
That is ordinary offer and acceptance, and it is worth being precise about because published advice on this is genuinely contradictory. Some sources attribute binding acceptance to the Consumer Rights Act 2015. That is a misattribution. The CRA is about the standard of what is supplied to a consumer, that services be performed with reasonable care and skill, and it says nothing about whether a contract has come into existence. Two different questions.
Three consequences follow, and they are the practical reasons to care:
- You can withdraw before acceptance, but not after, and the withdrawal has to reach the client to count.
- Whatever is on the quote is what you are bound to, including anything vague. “A website” is a scope you will regret.
- An expiry date limits the offer.Without one, an offer stays open for a reasonable time, and “reasonable” is decided by somebody else after the argument has started.
Business clients and consumers are not the same
This is the distinction the ranking pages blur, and it changes what your terms need to say.
| Business client (B2B) | Consumer | |
|---|---|---|
| Consumer Rights Act 2015 | Does not apply | Applies: reasonable care and skill, as described |
| Freedom to agree terms | Wide, subject to reasonableness on liability | Narrower: unfair terms are unenforceable |
| Cancellation rights | Only what you agree | Often 14 days on distance contracts |
| Prices shown | Commonly exclusive of VAT | Must show the total payable |
Most agencies, consultants and developers quote businesses, and can write straightforward commercial terms. If you also quote consumers, the 14 day cancellation right is the one that catches people out: on a contract agreed remotely, a consumer can generally cancel within 14 days, and if you have started work in that window with their express agreement you can charge for what has been done.
The clauses worth having
Validity
A date, never a duration. “Valid for 30 days” makes the client work out when you sent it.
Deposit and payment
That last sentence is the useful one. It says the start date depends on them, which is true, and prevents the situation where a client has accepted, not paid, and is asking when you are starting.
Scope changes
Two sentences that convert an awkward conversation into a process the client already agreed to. If you add nothing else, add this.
Client responsibilities
Most overdue projects are overdue because somebody did not send the logo. This makes that a shared fact rather than your problem.
Intellectual property
“On receipt of full payment” is doing real work here. The alternative is handing over ownership and then asking for the money.
Cancellation
VAT
Only if you are registered. If you are not, say nothing about VAT at all, and see VAT on quotes for why implying it is worse than omitting it.
Late payment
Commercial debts carry a statutory right to interest and a fixed recovery cost under the Late Payment of Commercial Debts (Interest) Act 1998, whether or not your terms mention it. Mentioning it is still worth doing, because a client who reads it is more likely to pay on time, which is the only outcome anybody actually wants.
What to leave off
- A total exclusion of liability. Unenforceable against a consumer and subject to a reasonableness test against a business. A cap at the contract value is the version that survives.
- Six pages of clauses. Terms nobody reads protect nobody. On a quote, a page is plenty.
- Anything you would not enforce. A clause you would be embarrassed to rely on is a clause that makes the rest look like boilerplate.
Common questions
Is a quote legally binding in the UK?
A quote on its own is an offer, not a contract. It becomes binding when the client accepts it, at which point ordinary offer-and-acceptance rules form a contract on the terms in the quote. That is common law, not the Consumer Rights Act: the CRA governs the standard of what is supplied to a consumer, which is a different question from whether a contract exists.
Can I withdraw a quote after sending it?
Yes, provided the client has not already accepted it. An offer can be revoked at any time before acceptance, and the revocation has to actually reach them. Once they have accepted, you are in a contract and withdrawing is a breach.
Do the Consumer Rights Act 2015 rules apply to my quotes?
Only where your client is a consumer, meaning an individual acting outside their trade or profession. Most agency and freelance work is business to business, where the CRA does not apply and the parties are freer to agree their own terms. If you quote consumers, the CRA implies terms about reasonable care and skill, and the Consumer Contracts Regulations may give a 14 day cancellation right on contracts agreed at a distance.
Can I charge for work if the client cancels?
If your terms say so and they were part of what the client accepted. Without a cancellation clause you are left arguing about what has been earned. State what happens to the deposit and how work already done is charged.
This is not legal advice
It is a practical guide, written for people running small UK service businesses, describing how quotes and their terms generally work. It is not advice on your situation and it is not a substitute for a solicitor. If a contract matters enough that the wording would be argued over, have somebody qualified look at it, and be particularly careful where consumers, liability caps or intellectual property are concerned.