Do my terms apply if the client never signed them?
The short answer
Usually. The law does not ask for a signature: a sale of goods can be made in writing, by word of mouth or by conduct1, and work for a client follows the same general law. Your terms usually count if the client had them before they said yes, and usually do not if they first appear on the invoice; that is the courts' rule, not a section of an Act. Where they do not count and no other date was agreed, the law's own date applies: 30 days after the invoice or the work, whichever is later8.
England and Wales only. WolfX is software, not a law firm.
What you can add
A £5,500 job: what a 14-day term is worth
Say you emailed another business a £5,500 quote on 2 July 2026, with your terms attached. They replied “go ahead” on 6 July. You finished on 17 July and emailed the invoice on 20 July. Your terms say payment is due 14 days after the invoice: 3 August. Say it is still unpaid on 18 August: 15 days late. The rate for interest that starts between 1 July and 31 December 2026 is 11.75% a year: 8% over10 the Bank of England's 3.75%11 on 30 June.
From here it grows by £1.77 a day, if your terms count. If they did not become part of the deal, nothing is late on 18 August. The law's 30 days8 run from the invoice on 20 July to 18 August, and interest starts on 19 August. Your term moves that start 15 days earlier, worth £96.56 by 18 August. The same question decides whether a cancellation charge or a liability cap counts.
The road ahead
Six steps. All free.
Step 1: Check when they first had the terms
Find the email that carried your terms and the message where they said yes. Terms they had before the yes usually bind, signed or not. Terms that first appear on the invoice or delivery note usually do not, because the deal was already made.
If they do not bind and no other date was agreed, the law's own rules fill the gap: late 30 days after the invoice or the work8, with interest and the fixed sum needing no clause.
Step 2: Check which clauses the law overrides
A clause cutting the law's interest is void5 unless it gives a substantial remedy. A term cutting the fixed sum can be relied on only so far as it is reasonable4.
A cap on your liability in your standard terms has to pass the same test6, and you must show it does7. Keep the rest simple and clear, with no surprises9. A clause you cannot explain is the first they argue over.
Step 3: Send the terms with the quote
Attach the terms to the quote email, in the same message, and say they apply to this work. A link at the foot is weaker: a client who did not open it can say they did not see it. For the payment clause itself, see what payment terms to use.
Point at the two or three clauses most likely to cause a row, such as the payment date, a cancellation charge and a liability cap. A harsh or unusual clause the client was not pointed to is the one a court is least likely to hold them to.
Step 4: Ask for a yes, and wait for it
Ask them to reply “I confirm” by a date. A one-line reply from their email address is a dated record, and no signature is needed. A “go ahead” sent to the quote email counts too.
Try not to start on silence. A client who tells you to start, having read the terms, has agreed by what they did. A client who says nothing gives you a much weaker case.
Step 5: Settle whose terms rule
If their order says their terms apply, or theirs arrive after yours, answer before you start. Two sets of terms that each claim to win leave the question open, and starting work can look like accepting theirs. Write down which apply, or which clauses of each, and get a yes.
Their terms say 90 days? Between businesses, interest still starts after day 60, unless 90 days is not grossly unfair to you3. The law sets no number for that.
Step 6: Say it again, and keep the thread
Repeat the payment date, as a date, on the order confirmation and the invoice, and keep the quote, the terms, their reply and the invoice together. A repeat shows the terms again; it does not add them. “By paying you accept my terms” on an invoice usually changes nothing.
A client who has had your terms on several earlier jobs may be bound by them on the next. If anything changed, send them again with the new quote.
A letter you can copy
Email sending your terms with a quote
Send it with the quote, before any work starts. Their reply is the yes, so wait for it.
Tap a highlighted gap to see what goes in it.
Attach the terms as a file to the same email as the quote. A link on its own is weaker. Keep the sent email and their reply together with the quote. Their reply is the yes. “Confirmed” or “go ahead” from their email address is enough, and no signature is needed. If they say nothing, chase once before you start. Date it the day you send it. Do not backdate the terms or the email, and do not send the terms later and say they came earlier.
When not to bother
When it isn't worth it
- The client is a consumer. The late payment law covers sales between businesses2. A householder's contract follows other rules, which this page does not cover.
- The job is small and the client is worth keeping. If the row is a few pounds of interest, send one polite reminder and let the law's date stand. Read your terms again before the next quote.
- You cannot show they had the terms, or there were none. If the first copy in the thread is the invoice, or the job was agreed by phone, leave terms out of your case. Use the law's own date and interest instead: see no written contract.
- The job is large, or the terms are new. Have a solicitor who does commercial contracts read them. The Small Business Commissioner says legal advice is a good idea9 when risks or costs are significant.
- The contract is under Scots or Northern Irish law. Both have their own courts. This page covers England and Wales only, and the rule on terms here is English contract law.
The Wolf's note
The date your terms reached the client decides most of this. A quote email carries a date that helps you; an invoice carries one that does not. Send them with the quote, and keep the reply beside it.
Mr. Wolf · the AI inside WolfX
What comes next
Your next move
What payment terms should I put on my invoice?
Fourteen or thirty days, agreed before the work starts.
5 min read · Letter included
What you can add
Can I charge my own late fee on an invoice?
Yes, if your customer agreed the fee before the work and it is a substantial remedy.
6 min read · Letter included
What you can add
What late payment wording should go on my invoice?
Two lines: interest at 8% a year above the Bank of England base rate, and a fixed £40, £70 or £100.
4 min read · Letter included
Don't want to do this yourself?
The Wolf does every step for you. He works out the sums, writes the letters and keeps track of every date. Nothing goes without your yes.