Clear, correctly formatted Terms of Business / Master Terms are one of the most effective ways to protect your agency’s cashflow, reduce disputes, and avoid delays when funding or credit protection is involved. They are also the foundation document that supports debt recovery if a client fails to pay.
We are happy to review your existing Terms of Business and, once approved, upload them to the Raise platform as a template for ongoing use. Alternatively, we can provide our standard Terms of Business, which can be branded in your agency’s name to help you move quickly while maintaining the required contractual protections.
Below is what your client-facing agreement needs to include to meet typical compliance and risk requirements—and why each element matters.
1) Use Master Terms (MSA), not a SOW document
We require a Client–Agency Master Services Agreement (MSA) (also known as Master Terms, Terms of Business, or a Framework Agreement).
The simple difference
MSA / Master Terms: governs the ongoing relationship and sets the standing legal and commercial rules (e.g., payment terms, liability, dispute process, contractual framework).
SOW (Statement of Work): covers a specific assignment or project (e.g., role/scope, dates, rates, deliverables) and sits under the MSA.
A SOW can be used in addition to the MSA, but it cannot replace it. If a SOW is provided, it must clearly state that it is governed by the MSA.
Format note: Master Terms must be a proper contractual document (not a SOW). A PDF file format is preferred, but what matters most, is that the document is clearly an MSA/Master Terms and contains the required clauses and signatures.
2) The client’s legal identity must match official records
The Master Terms must show the Client’s legal details exactly as per official registration records, including:
Full legal company name
Company registration number
Registered office address
Country of incorporation (where relevant)
Optional: DUNS number for US companies (where applicable)
If the Client trades under a different name, the legal entity details above must still be included.
Why this matters?
Insurance and credit protection typically apply only to the exact legal entity named in the contract. If the details don’t match official records, the client may argue they are not the contracting party, and an insurer may decline to respond in the event of non-payment.
Parent companies and group structures
If a parent company signs the MSA, the agreement must explicitly state that it covers subsidiaries/group entities. However, each SOW/Schedule must still clearly name the specific legal entity the assignment relates to.
3) Payment terms and payment method must be explicit
Your Master Terms must clearly set out:
Payment terms (e.g., “30 days from invoice date”)
Invoicing requirements (currency, VAT/tax treatment where applicable, and any mandatory invoice references such as PO numbers)
Payment method (e.g., bank transfer) and/or how payment details will be provided
Invoice dispute process, including what happens to any undisputed amounts while a dispute is being resolved
Why this matters?
Unclear payment language is one of the most common drivers of delayed payment and disputes. A clear clause supports faster collections and reduces the chance that a client can withhold payment for administrative reasons.
4) The agreement must be signed by an authorised client representative
To be valid, the Master Terms must be signed and dated by an authorised Client signatory and include:
Signatory name
Title/position
Client legal entity name
Signature (wet signature or valid e-signature)
Date
Many payment disputes are atrributed to “authority to contract.” If the signatory is missing, unclear, or not attributable to the correct legal entity, enforceability can be challenged.
Agency signatures: Your agency should also sign in accordance with your internal Delegation of Authority (and, where required, provide the relevant authorisation document). We have included a DoA template at the bottom of this article for ease.
Common reasons documents are rejected (and how to avoid delays)
A SOW is provided instead of a master agreement (MSA/Master Terms).
The client name does not match official records, or key details (company number/address) are missing.
Payment terms are missing or unclear.
The document is not signed, not dated, or the signature is not clearly attributable to an authorised representative.
The agreement is missing the required agency sign-off (or supporting Delegation of Authority evidence where required).
Important note on disputes and debt recovery
In practice, a claims assessor may not review the Terms of Business in detail unless a debt becomes disputed and formal recovery action is required. If a debt is undisputed, documentation issues may not affect the outcome.
However, if a client raises a dispute, insurers and recovery teams typically will not confirm liability until the dispute has been resolved in the policyholder’s favour. Properly formatted Master Terms help you avoid disputes in the first place and put you in a stronger position if one arises.
To help properly format your terms of business, we have included a helpful checklist below.
For help or questions, please contact us