Non-Solicitation Clauses In The UK

Losing a client to a former team member, consultant or subcontractor can feel deeply frustrating, especially when your business did the hard work of winning and servicing that relationship.

If you run a consultancy, agency or other client service business, a well-drafted non-solicitation clause can help protect your client relationships, your team and your delivery network after a project ends.

The trick is getting the balance right. In the UK, these clauses are much more likely to be enforceable when they're specific, proportionate and tied to a real business interest.

What Is A Non-Solicitation Clause?

A non-solicitation clause is a contract term that stops someone from actively approaching your clients, staff or contractors for a set period after the relationship ends.

For a client service business, you might use a non-solicitation clause to stop:

• a former employee pitching to clients they managed while working for you
• a client hiring your account manager directly after a project finishes
• a subcontractor going around you and contracting directly with your customer
• a consultant persuading your staff or freelancers to join their new business

The word solicit usually means actively approaching, encouraging or trying to persuade someone to move their business, employment or engagement. It's different from someone responding to a general job advert or a client independently contacting a former staff member without any prompting.

That difference matters. A clause that stops deliberate poaching is usually easier to justify than a clause that tries to stop all contact in every situation.

Are Non-Solicitation Clauses Enforceable In The UK?

Yes, non-solicitation clauses can be enforceable in England and Wales, but only if they protect a legitimate business interest and go no further than reasonably necessary.

UK courts treat restrictive covenants as restraints of trade. That means they start from the position that the restriction is unenforceable unless you can justify it. You do that by showing the clause protects something real and valuable in your business.

For client service firms, legitimate business interests often include:

• client relationships and goodwill you have built over time
• confidential information, such as pricing, strategy, proposals and account plans
• stability of your workforce and subcontractor network
• investment in training, onboarding and business development

The reasonableness of the clause is judged at the time the contract is entered into, not with hindsight after things go wrong.

A court will usually look at factors such as:

• who is restricted
• which clients, staff or contractors are covered
• how long the restriction lasts
• what kind of conduct is banned
• whether the person had real influence over the relevant relationship
• whether a narrower clause would have protected your business just as well

For example, a clause stopping a senior account director from approaching the clients they managed in the last 12 months may be reasonable. A clause stopping every former employee from dealing with any client your business has ever had for three years is much more likely to be a problem.

The UK Supreme Court decision in Tillman v Egon Zehnder Ltd is often mentioned in this area because it confirmed that, in some cases, a court can remove an unenforceable part of a restrictive covenant and leave the rest standing. You shouldn't rely on that as a drafting strategy, though. It's much safer to write the restraint carefully from the start.

What Should A Client Non-Solicitation Clause Cover?

A client non-solicitation clause should cover the specific client relationships your business genuinely needs to protect, not every possible customer in your database.

For consultancies and agencies, a sensible clause usually focuses on clients the person had meaningful contact with. That might include clients they:

• managed or serviced directly
• pitched to or negotiated with
• received confidential information about
• had material contact with during a defined look-back period

A look-back period helps keep the clause proportionate. For example, you might restrict solicitation of clients the employee or consultant dealt with in the 6 or 12 months before their engagement ended.

You should also define what counts as a client. Depending on your business, this might include:

• current clients
• prospective clients you're actively pitching to
• clients of a specific business unit or account team
• clients introduced through the project or service agreement

Be careful with prospective clients. If the definition is too wide, it can look like you're trying to stop someone competing generally, rather than protecting a relationship you have actually built.

Example: A Marketing Agency Protecting Its Accounts

Maya runs a digital marketing agency in Manchester. Her senior account manager, Tom, looks after three large retainer clients and works closely with the agency's freelance PPC specialist.

If Tom leaves, Maya wants to stop him from calling those clients and saying, 'Come with me, I can do this cheaper.' She also wants to stop the clients from hiring Tom directly for a few months after the project ends.

A proportionate clause might stop Tom from soliciting clients he had material contact with in the 12 months before leaving, for 6 months after termination. It might also stop the client from offering employment or engagement to Tom during the project and for 6 months afterwards, unless Maya agrees in writing or a recruitment fee is paid.

That's much more targeted than saying Tom can never work with any marketing client in the UK again.

Can You Stop Employees Soliciting Clients Or Staff?

Yes, you can include employee non-solicitation clauses in UK employment contracts, but they need to be tailored to the employee's role and seniority.

Employment restrictions are looked at closely because employees need to be able to earn a living after they leave. The more junior the employee, the harder it's to justify a long or wide restriction.

For employees, you might use restrictive covenants to stop:

• soliciting clients they dealt with
• poaching colleagues, contractors or freelancers
• using confidential information after leaving
• working on competing pitches during notice or garden leave

The Employment Rights Act 1996 requires employees and workers to receive a principal written statement of employment particulars on or before their first day of work, with some additional particulars capable of being provided within 2 months. Restrictive covenants are usually included in the employment contract itself, rather than the basic written statement alone, because you want them drafted clearly and signed properly.

ACAS guidance also encourages clear contracts and fair handling of employment terms. If you introduce new restrictions to existing employees, you usually need to think about consultation, agreement and consideration. Simply dropping new covenants into a handbook may not give you the protection you expect.

For employee non-solicitation clauses, ask yourself:

• Did this person build or influence client relationships?
• Did they have access to pricing, strategy or account information?
• Could they realistically divert business away from you?
• Is the restriction shorter and narrower for junior staff?
• Does the clause cover only employees or contractors they actually worked with?

If you have read about a proposed three-month cap on non-compete clauses in employment contracts, that hasn't replaced the usual reasonableness test for non-solicitation clauses. Non-solicitation, non-dealing, confidentiality and non-poaching clauses still need to be drafted carefully on their own terms.

Can A Service Agreement Include A Non-Poaching Clause?

Yes, a service agreement can include a non-poaching clause, but it should be linked to the people involved in delivering the services and the commercial risk you're trying to manage.

A non-poaching clause in a service agreement usually says your client can't hire or engage your staff, consultants or subcontractors during the project and for a set period afterwards. This can be very useful where your people are client-facing and your value sits in your team.

For example, if you provide IT consultants to a client for a 9-month implementation project, you may want to stop the client hiring your lead developer directly the week after go-live. Without a clause, you might lose the person, the relationship and the future revenue.

A well-drafted non-poaching clause might include:

• who is protected, such as employees, workers, consultants and subcontractors involved in the services
• what conduct is restricted, such as offering employment or direct engagement
• how long the restriction lasts
• whether general recruitment adverts are excluded
• whether a recruitment or introduction fee applies if the client wants to hire the person

Be cautious with no-poach arrangements between competitors. The Competition and Markets Authority has warned that no-poaching and wage-fixing agreements between businesses can breach the Competition Act 1998, particularly where they reduce competition for labour. If the clause is really a market-sharing arrangement dressed up as a service term, it carries extra risk.

The safer approach is to tie the clause to a genuine services relationship and the particular people introduced or made available through that relationship.

How Long Should A Non-Solicitation Clause Last?

A non-solicitation clause should last only as long as you reasonably need to protect the relevant relationship or confidential information.

There's no fixed statutory maximum period for non-solicitation clauses in UK commercial or employment contracts. The right period depends on your sales cycle, client relationship and the person's role.

For many client service businesses, common timeframes are:

• 3 to 6 months for junior employees or contractors with limited client influence
• 6 months for account managers, consultants or delivery leads with regular client contact
• 6 to 12 months for senior staff, founders, directors or consultants with strong client relationships
• 6 to 12 months for client non-poaching clauses in service agreements, depending on the project length and role

Longer isn't always stronger. A 24-month restriction may look protective on paper, but if it's more than you reasonably need, you may struggle to rely on it.

Think about your client buying cycle. If your clients renew every month, a 12-month restraint may be harder to justify than if you work on annual retainers or long project cycles.

You can also use different periods for different restrictions. For example, you might have a 12-month confidentiality obligation because sensitive information stays valuable, but a 6-month client non-solicitation clause because that's enough time to stabilise the account relationship.

How Do You Draft A Proportionate Restraint?

You draft a proportionate restraint by starting with the specific risk, then narrowing the clause until it protects that risk without blocking ordinary competition.

This is where many template clauses fall down. They often use broad wording that sounds strong, but doesn't match how your business actually works.

Start With The Business Interest

Before writing the clause, identify what you're protecting. Is it client goodwill, a project team, confidential pricing, a subcontractor network or a pipeline opportunity?

Once you know that, the rest of the clause becomes easier to shape.

Limit The People And Clients Covered

A targeted clause is usually stronger than a blanket one. Instead of covering all clients, consider clients the person had material dealings with during a defined period.

For staff poaching, you might limit the clause to people the departing employee managed, worked with closely or had responsibility for recruiting.

Define Solicitation Clearly

Spell out what the person can't do. For example, they can't approach, entice, encourage or attempt to persuade a protected client to move their business away from you.

You can also include practical carve-outs, such as allowing responses to general advertising that aren't targeted at your clients or staff.

Separate Different Restrictions

Don't roll client solicitation, staff poaching, non-dealing, confidentiality, non-compete wording and other clause drafting into one messy paragraph. Separate clauses make it easier to understand what each restriction does.

They also reduce the risk that one overbroad part affects the whole arrangement.

Match The Clause To The Right Document

You may need different wording across different documents, including:

• employment contracts
• contractor agreements
• consultancy agreements
• service agreements with clients
• shareholders agreements or founders agreements
• confidentiality agreements

For example, a restraint for a co-founder who owns shares and has deep client relationships may look very different from one for a short-term freelance designer.

Check Privacy And Evidence Issues

If you need to investigate suspected solicitation, be careful about how you check emails, CRM records, devices or communication logs. UK GDPR and the Data Protection Act 2018 still apply.

You should have clear workplace policies, including a privacy policy where appropriate, explaining monitoring, data access and acceptable use of business systems. Without that, you may have a harder time relying on the information you find, and you may create a separate data protection issue.

Key Takeaways

• Non-solicitation clauses can protect your clients, staff and subcontractors, but they need to be reasonable and targeted.
• UK courts look for a legitimate business interest, such as client goodwill, confidential information or workforce stability.
• A strong clause usually focuses on clients or people the employee, consultant or subcontractor actually dealt with.
• Common restraint periods for client service firms are often 3 to 12 months, depending on the role and relationship.
• Non-poaching clauses in service agreements can be useful, but broad no-poach arrangements between competitors can raise competition law risks.
• Tailored drafting is usually safer than relying on a generic template that doesn't fit your business model.

If you'd like help with your non-solicitation clauses, service agreements, employment contracts or contractor arrangements, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.