A Customer Wants You To Sign Their Contract Instead Of Yours - What Should You Check?

When you're taking on a new customer, it's pretty standard to have a contract in place covering the work you'll be doing, payment and what both parties can expect. But what happens when the customer sends through their own contract and asks you to sign that instead?

This isn't unusual, particularly when working with larger businesses that have their own standard agreements. However, their contract might include conditions you haven't factored into your pricing or responsibilities you weren't expecting to take on. While there's nothing wrong with a customer wanting to use their own terms, it's important to make sure they work for your business too.

Do You Have To Accept The Customer's Contract?

It's understandable to worry about losing a potential customer, especially if you've already spent time preparing a proposal or discussing the project. When they send through their own agreement, you might feel that signing it is simply part of securing the job.

However, you're generally not legally required to accept a prospective customer's contract just because they've asked you to sign it.

A customer can make accepting their agreement a condition of working together, but you can also suggest changes, ask for clarification or decide whether the arrangement is right for your business.

Larger organisations often have procurement teams and supplier onboarding procedures, so using their standard agreement may simply be part of their internal process. That doesn't necessarily mean every provision is non-negotiable, although some customers may have limited flexibility.

The important thing is understanding what you're being asked to accept before committing to the work.

What Happens To Your Original Quote Or Agreement?

Imagine you run a design agency and have quoted £6,000 to develop a customer's website, with an upfront deposit and the remaining balance payable on completion.

The customer agrees to the price but then sends through their standard supplier agreement, which requires payment 60 days after they've formally approved the final work.

That's quite a difference, particularly if you need the deposit to cover project expenses.

Your original terms don't automatically disappear because the customer sends another contract. Equally, you shouldn't assume they'll continue to apply if you sign the new agreement.

Under English contract law, the position depends on what's already been agreed, whether a binding contract has formed and how the documents interact.

For example, an entire agreement clause may affect whether earlier statements or arrangements form part of the agreement, while an order of precedence clause can establish which document takes priority if the terms conflict. The precise wording and circumstances matter.

Where businesses exchange competing sets of terms, this can become a battle of the forms.

It's also worth being careful about starting work while important conditions are still being discussed. Depending on the circumstances, beginning the project or delivering services could contribute to a finding that you've accepted particular terms, even without signing the latest agreement.

If there's a significant difference between what you've proposed and what the customer wants you to sign, it's generally better to resolve it before work begins.

Does The Customer's Contract Change The Work You're Expected To Do?

Sometimes the biggest concern isn't the legal wording itself, but whether the customer's agreement accurately reflects what you're being paid to deliver.

For example, imagine you've quoted for a six-week consultancy project involving an initial assessment, a set of recommendations and a final report.

However, the customer's standard agreement also requires ongoing support, additional meetings and further revisions without providing for additional fees.

Those obligations could significantly increase the time and resources needed to complete the project.

It's worth comparing the agreement against your original proposal to see whether the scope, deliverables, deadlines and responsibilities still match.

You should also consider how the customer will assess and approve your work.

If payment depends on the customer formally accepting the final deliverables, does the agreement explain what that involves, when they must respond and what happens if approval is delayed?

The aim is to make sure both parties have the same understanding of what's being provided, rather than signing an agreement that asks your business to do more than originally planned.

What Risks Are You Being Asked To Take On?

Even if the work itself hasn't changed, the customer's contract may allocate responsibility differently from your usual terms.

For example, the agreement might require your business to compensate the customer for a broad range of losses connected with the services you provide. Depending on the wording, that could expose you to substantial financial liability if something goes wrong.

Intellectual property is another area worth checking.

If you're a software developer, a customer might ask for ownership of the software you've been specifically engaged to create. That may be something you're happy to agree to, but the wording matters.

Under UK copyright law, commissioned work generally belongs initially to its creator, unless ownership is effectively transferred or another applicable rule changes the position.

A broadly drafted intellectual property clause could also capture existing code, tools or frameworks your business uses across other projects.

It's worth checking exactly which materials you're agreeing to transfer and which ones your business needs to retain.

Insurance requirements can also matter. Larger customers may expect suppliers to carry particular levels of professional indemnity or public liability insurance, regardless of the project's value.

None of these requirements is automatically unreasonable. However, it's important to understand the risks involved and whether your business is realistically equipped to accept them.

Can A Customer Include Unfair Or One-Sided Terms In Their Contract?

If a larger customer sends you a standard agreement containing terms that heavily favour their business, you might wonder whether those conditions are legally enforceable.

In England and Wales, the answer depends on the type of clause and the circumstances.

Unlike the broader protections available to consumers, there isn't a general rule allowing businesses to challenge every contractual term simply because it's unfair or commercially one-sided.

However, the Unfair Contract Terms Act 1977 (UCTA) restricts certain clauses that exclude or limit liability.

For example, a business cannot exclude or restrict liability for death or personal injury resulting from negligence. Clauses excluding or restricting liability for other losses resulting from negligence must satisfy a reasonableness requirement.

UCTA can also apply where one business contracts on another party's written standard terms. In certain circumstances, the party imposing those terms cannot rely on clauses excluding liability for its own breach of contract, or allowing it to provide substantially different performance or no performance, unless the provisions satisfy the statutory reasonableness requirement.

How Is Reasonableness Assessed?

Where UCTA requires a contractual term to be reasonable, the court considers whether it was fair and reasonable to include it, based on circumstances known or reasonably contemplated when the agreement was made.

Depending on the provision, relevant considerations may include the parties' bargaining positions, whether alternatives were available and whether the risks could reasonably be covered by insurance.

For example, a customer might include a clause attempting to exclude almost all liability if it fails to perform its contractual obligations. Depending on whether UCTA applies and the circumstances, that exclusion may need to satisfy the reasonableness test.

However, not every difficult contractual obligation falls within UCTA. A demanding deadline, broad indemnity or unfavourable payment arrangement isn't automatically unenforceable simply because it benefits the customer.

Other legal rules may also affect particular contract terms, and statutory protections can have exceptions.

This is why it's worth checking potentially problematic conditions before signing, rather than assuming the law will prevent the customer from relying on them later.

If you'd like to understand the legal position in more detail, Sprintlaw also has a guide explaining the UCTA reasonableness test.

Can You Ask The Customer To Make Changes?

Yes. Just because a customer has sent you their standard agreement doesn't mean you necessarily need to accept every provision as drafted.

You also don't need to reject the entire contract because one or two conditions don't work for your business.

For example, if the agreement requires unlimited revisions, you could explain that your original quote includes two rounds of changes and propose wording that reflects that scope.

Similarly, if the customer wants ownership of all intellectual property used in the project, you might propose wording that gives them ownership of the finished deliverables while allowing your business to retain its existing tools and materials.

The aim isn't necessarily to convince the customer to accept all your usual terms. It's to identify which changes matter most and see whether both parties can agree on something workable.

Sometimes, the person you're dealing with may be happy with a proposed amendment but not have the authority to approve it. Larger businesses often have procurement or legal teams responsible for approving changes to supplier agreements.

That means it's worth checking who can actually agree to the amendments and making sure they're properly reflected in the final contract before signing.

Of course, some customers may refuse to change particular conditions.

If that happens, you'll need to consider whether the project is still commercially worthwhile under the proposed terms.

For example, an £8,000 consultancy project may not be particularly attractive if accepting it exposes your business to significant liabilities that aren't covered by insurance.

Depending on the circumstances, you might propose a revised scope, reconsider the price, seek legal advice about particular clauses or decide not to proceed.

Understanding those obligations before committing can put you in a much better position to make that decision.

Getting The Agreement Right Before You Sign

Using a customer's contract isn't necessarily a problem. The important thing is making sure it reflects the work you've agreed to do and the responsibilities your business is prepared to take on.

If you're unsure about the terms, having your contract reviewed can help identify potential risks and changes you may want to propose.

If you'd like to discuss your contracts, you can reach us at 0808 134 7754 or team@sprintlaw.co.uk for a free, no-obligations chat.