Terms Of Business Agreement for the United Kingdom

Terms Of Business Agreement Template for England and Wales

A Terms of Business Agreement (TOBA) is a legally binding contract governed by English and Welsh law that establishes the fundamental commercial relationship between two or more business entities. It sets out the terms and conditions under which services will be provided, including roles and responsibilities, payment terms, liability limitations, and operational procedures. The document ensures compliance with UK regulatory requirements while providing a framework for ongoing business relationships.

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What is a Terms Of Business Agreement?

The Terms of Business Agreement (TOBA) serves as a cornerstone document for establishing commercial relationships in England and Wales. It is particularly useful when businesses need to formalize their ongoing trading relationship, setting clear expectations and obligations for all parties involved. This document includes essential elements such as service definitions, payment terms, liability provisions, and regulatory compliance requirements. TOBAs are commonly used across various industries and are designed to comply with English and Welsh law while providing flexibility for specific business needs.

What sections should be included in a Terms Of Business Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Description of services to be provided

5. Fees and Payment: Payment terms and fee structure

6. Duration and Termination: Term of agreement and termination provisions

7. Confidentiality: Protection of confidential information

8. Liability and Indemnity: Allocation of risks between parties

What sections are optional to include in a Terms Of Business Agreement?

1. Data Protection: Required if personal data is processed under the agreement

2. Regulatory Compliance: Specific regulatory obligations for regulated industries

3. Intellectual Property: IP rights and protection when IP is created or shared

4. Force Majeure: Provisions for unforeseen circumstances in long-term commitments

What schedules should be included in a Terms Of Business Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees and charges

3. Schedule 3 - Service Levels: Performance metrics and service standards

4. Appendix A - Contact Details: Key contacts and communication protocols

5. Appendix B - Data Processing Terms: Detailed data protection obligations if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Roles

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Industries

Companies Act 2006: Primary source of company law in the UK, governing company formation, management, administration, and general legal framework for business operations

Common Law Contract Principles: Fundamental principles of contract law developed through case law, including offer, acceptance, consideration, and intention to create legal relations

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly focusing on exclusion and limitation clauses

Consumer Rights Act 2015: Key consumer protection legislation governing B2C relationships, including quality of service, unfair terms, and consumer rights

Financial Services and Markets Act 2000: Principal legislation for financial services regulation in the UK, establishing regulatory framework and FCA authority

FCA Handbook: Comprehensive guide containing rules and guidance for regulated financial services firms in the UK

Insurance Distribution Directive: EU-derived regulations governing insurance distribution and intermediary activities

UK GDPR: Post-Brexit data protection legislation incorporating EU GDPR principles into UK law

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing electronic communications, marketing, and use of cookies

Electronic Commerce Regulations 2002: Regulations governing electronic commerce and online business activities

Consumer Contracts Regulations 2013: Legislation governing distance selling and off-premises contracts with consumers

Money Laundering Regulations 2017: Anti-money laundering requirements for businesses, including due diligence and reporting obligations

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of crime, including reporting requirements

Employment Rights Act 1996: Core employment legislation defining basic employment rights and obligations

Equality Act 2010: Legislation prohibiting discrimination and promoting equality in business and employment contexts

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What is a Terms Of Business Agreement?

What sections should be included in a Terms Of Business Agreement?

What sections are optional to include in a Terms Of Business Agreement?

What schedules should be included in a Terms Of Business Agreement?

Authors

Alex Denne

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