Model terms of business

It is important to specify terms and conditions to ensure there are no uncertainties or misunderstandings between you and your client.

Terms of Business (ToB) have a vital role to play to ensure that both parties understand their duties, rights, roles and responsibilities. In addition, late payment can seriously affect small businesses and freelancers; with the right terms in place, you can clearly establish the payment arrangements between yourself and the client.

CIOL members should be wary of signing any contract which asks them to waive their terms of business. The most certain method for ToB to be incorporated into a contract is for the ToB to be expressly referred to and appended to the contract. However, in certain circumstances, ToB can be brought to the attention of a client in other ways, ie in the course of discussions between the parties.

If you have exchanged ToB with a potential client when setting up an assignment, eg an agency sends you their ToB and you also submit yours, you should also bear in mind that, in general, the terms that will apply are those last sent either by you or the client. Always ask the client to sign your ToB before commencing the assignment if they are not appended to the job agreement/contract. A specimen contract/job agreement is also available to CIOL members.

It is also good practice to supply your client with a copy of CIOL's code of professional conduct. The code should always be made available should your client request it.

CIOL also strongly recommends that members seek protection against litigation. On behalf of its members, CIOL has negotiated favourable terms for professional indemnity insurance through Trafalgar Risk Management.

The Model Terms of Business can easily be tailored to meet your own individual business needs.


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