Do I need terms and conditions in a proposal?

Yes, at least a short summary. Terms set expectations on payment, changes and cancellation before work begins, which prevents most disputes.

Can I copy terms and conditions from another business?

Copying is risky because terms must fit your services and local law. Use a template as a starting point and have a lawyer review it once.

Where do terms go in a proposal?

At the end, after next steps, or as an attached agreement referenced in the acceptance block.

Proposal Terms and Conditions: 10 Clauses to Include

A proposal's terms and conditions should cover, at minimum: validity of the offer, payment schedule, late payment, scope changes, client responsibilities, cancellation and rescheduling, ownership of work, confidentiality, limitation of liability, and how the proposal is accepted. Keep them in plain English in the proposal and attach a full agreement for larger projects. This guide is general information, not legal advice.

The 10 clauses

1. Validity

Sample wording

This proposal is valid for 30 days from the date above. After that, prices and availability may change.

2. Payment schedule

State deposits, milestone payments, due dates and accepted methods. "50% deposit on acceptance, 50% on completion, due within 14 days of invoice."

3. Late payment

What happens if invoices are late: a reminder schedule, a late fee where lawful, or pausing work.

4. Changes to scope

Sample wording

Requests outside the agreed scope will be quoted in writing and must be approved before work begins.

This pairs with your scope of work.

5. Client responsibilities

Access, materials, content, approvals and response times. Add what happens to the timeline if these are late.

6. Cancellation and rescheduling

Notice periods, what is refundable, and fees for late cancellation. Essential for events, photography and any date-specific work.

7. Ownership and usage

Who owns the finished work and when ownership transfers (often on final payment). For creative work, state usage rights and whether you can show the work in your portfolio.

8. Confidentiality

A short promise to keep client information confidential, and any exceptions.

9. Limitation of liability

Limits what you can be held responsible for, often capped at the fees paid. This is a clause to have a lawyer word for your situation.

10. Acceptance

How the client accepts: signature, written email confirmation, or deposit payment, and which option they are choosing.

Plain-English tips

Use short sentences and headings.
Summarize the key points in the proposal; attach the full agreement if long.
Make sure your terms match what the proposal promises, for example the same number of revisions.
Review your terms once a year and after any dispute.

Read proposal vs contract to decide whether you need a separate contract, and see where terms sit in what to include in a business proposal.

Proposal Terms and Conditions: 10 Clauses Small Businesses Need