Glossary

Implied terms

Implied terms are obligations the law reads into a contract even when the parties did not write them down. In England and Wales they come from statute — for business services, reasonable care and skill under the Supply of Goods and Services Act 1982 s.13 — or from common law where a term is necessary for business efficacy.

Last updated 28 October 2026

Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd [1962] 2 QB 26 is why not every term is a condition or a warranty: some are innominate, and the remedy depends on how serious the breach is. Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72 is why you should not expect a court to imply a term that rewrites a full commercial paper. Write the duty you want.

Lex drafts express warranty and care-and-skill lines so you are not relying on the statute alone. We still take the 1982 Act as the floor for business services. Put the standard in the services agreement or freelancer agreement you both sign, on one link, rather than arguing later about what “good work” meant in a pitch.

Which terms does the law imply into a services contract?

For a business supplier, that the service is carried out with reasonable care and skill (Supply of Goods and Services Act 1982 s.13). Related implied terms can cover a reasonable time and a reasonable charge where the paper is silent. Consumer work is a different statute, the Consumer Rights Act 2015.

Can a written contract exclude implied terms?

Some, with care. UCTA 1977 restricts exclusion of negligence and of certain implied terms; reasonableness is the test for business-to-business clauses. You cannot exclude liability for death or personal injury caused by negligence. A clause that says “no implied terms” is read against those limits.

What is an innominate term?

A term that is neither a condition nor a warranty at the outset. Hong Kong Fir says the innocent party may terminate only if the breach deprives them of substantially the whole benefit of the contract; otherwise the remedy is damages. Many freelance duties — quality of a design, responsiveness — are innominate unless the paper labels them conditions.

Do we still need express warranties?

Yes. Implied care and skill is a floor, not a spec. Say the work is original, that you have the right to assign or license it, and that it will match the statement of work. Those warranties are the sentences you can invoice and defend. Do not warrant “all laws worldwide” on a small fee. See /clauses/intellectual-property-assignment.

A worked example

A developer’s freelancer agreement is silent on quality. The 1982 Act still implies reasonable care and skill. The developer adds an express warranty that the delivered site matches the accepted designs in the SOW, for 90 days, inside the fees cap. When a browser bug appears in week two, the warranty and the implied term both point at a fix; the client does not get a free extra feature.

How it shows up in a contract

Sample wording · our own drafting

The Supplier will perform the Services with reasonable care and skill. This clause is in addition to any term implied by law, including the Supply of Goods and Services Act 1982 s.13, and sits inside the liability cap except for death or personal injury caused by negligence.

In Plain English

The supplier will do the work carefully and competently. The law already implies that duty for business services; this line repeats it. It counts towards the cap, except for death or injury caused by carelessness.

Common mistakes

  • Assuming a long written contract has no implied terms. Statute still supplies a floor for business services.
  • Writing “all implied terms are excluded” without checking UCTA.
  • Treating every missed polish as a right to terminate. Many duties are innominate; damages or a fix come first.
  • Leaving the spec out of the SOW and hoping an implied term will define “premium”.

What the legislation says

  • In a contract for the supply of a service where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill.

    Source: Supply of Goods and Services Act 1982, s.13Checked 28 October 2026Pending lawyer review

  • Liability for death or personal injury caused by negligence cannot be excluded or restricted by a contract term; other negligence liability can be limited only so far as the term is reasonable. Consumer contracts are carved out to the Consumer Rights Act 2015, whose s.31 lists liabilities a trader cannot exclude in contracts for goods.

    Source: Unfair Contract Terms Act 1977, s.2Checked 7 October 2026Pending lawyer review

Sources

Frequently asked questions

What are implied terms?

Obligations the law reads into a contract even when they are not written down. For business services, reasonable care and skill is implied by the Supply of Goods and Services Act 1982 s.13.

Can we exclude implied terms?

Some, with care. UCTA 1977 restricts exclusion of negligence; death or personal injury caused by negligence cannot be excluded. A better habit is to state the duty you are giving and put it inside the cap.

What is an innominate term?

A term that is neither a condition nor a warranty at the outset. Hong Kong Fir [1962] 2 QB 26 says the right to terminate depends on how serious the breach is.

Do we still need express warranties?

Yes. Implied care and skill is a floor, not a spec. Write originality, rights and match-to-SOW as warranties — see /glossary/warranty.

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review