Heads of Terms template UK

What Heads of Terms do

Heads of Terms record the main points the parties propose to work towards. They sit between the offer and the detailed sale agreement. They can make it easier for the parties and their solicitors to see what has been discussed, what remains open and which conditions need resolving. They are not the same as completion and should not be treated as proof that every commercial or legal issue has been agreed.

The legal effect depends on the wording and circumstances. The Sale Pack uses an approved master template rather than AI-written clauses. Only exclusivity, confidentiality and costs are described as binding in the product hand-off. Your solicitor must check the actual document and its governing law provisions before you rely on that description or sign it.

The information to gather

Identify every seller and buyer correctly. A trading name is not always the legal party. Company details, individual names and addresses should be checked. State whether the transaction is a share sale or an asset sale, what is included and what is excluded. An unclear description here can create retyping and disagreement later. Do not assume that an asset owned personally is included in a company sale.

Set out the headline price and its structure. Cash at completion, deferred consideration and any contingent earn-out need separate descriptions. Fixed instalments should reconcile to the fixed total. An earn-out description is not a guaranteed amount and should not be silently included in the cash total. State the proposed dates and conditions without implying that a buyer’s finance has already been approved.

Conditions, access and timetable

Common matters to record include due diligence, finance, premises, key staff and any relevant consent. Say what is being checked and by when. The document may also cover the seller’s handover, proposed restrictions, employees, confidentiality, costs and exclusivity. These are matters for the parties and advisers to consider, not recommendations from the product.

An exclusivity period needs a clear length and start point. The timetable should distinguish the offer date, response deadline, investigation period and proposed completion date. If a deadline changes, update the answers before exporting the next document. The form can help keep the dates together, but it does not decide whether the period is commercially sensible.

From an agreed offer to the legal form

In the paid offer view, marking one offer agreed in principle saves the proposed parties, price, payment structure, conditions, exclusivity and timetable into the Heads of Terms answers. Included and excluded items are also drawn from your Deal Facts. The checklist is created with the same transaction type and target dates. The save is all-or-nothing rather than leaving half the hand-off completed.

You still review and adjust the answers. If no approved template exists, the answers can be saved but the document shows Waiting for template approval. No substitute legal text is produced. After a real Heads of Terms export, the eligible SPA or APA form opens with the reviewed terms pre-filled. The governing law and transaction eligibility checks still apply.

Build free, pay when you are ready

The Sale Pack starts with your own answers and accounts. You check the figures, explain the business and decide what is included in the proposed sale. You can see the indicative valuation and marketing documents in a protected preview without paying. Legal documents are named in the preview contents, rather than shown as free legal drafts. Pay £495 only when you are happy, then download and use the documents. No VAT is charged. There is no broker commission.

The price is for one business and one deal. It does not include finding buyers, negotiation, portal listing fees or professional advice. Your solicitor and accountant remain separate from the product. The service is self-serve. Support is limited to payment, login, upload faults and data requests. No one checks the commercial merits of your proposed deal for you.

Keep control of the information

A public advert or blind teaser should not name your business or give away identifying details. The named Information Memorandum can contain more information, but it belongs behind the confidentiality process you choose. Website-sourced logos, colours and photographs are restricted to that named document. Do not put them in a blind teaser. A buyer room is a paid feature and the seller controls access after email verification and a signed NDA.

Before sharing a pack, read every document and check it against your records. A tidy layout is not evidence that a statement is correct. Explain gaps rather than filling them with guesses. Keep seller-only valuation information out of documents sent to buyers. Ask your own advisers about tax, legal effect, employee matters and any regulated part of the transaction. The product does not rank buyers or tell you which offer to accept.

Common questions