Non-solicitation clauses in UK freelance contracts: what they mean and whether they hold

You finish a six-month project, part on good terms, then spot the line buried near the back of your service agreement: for the next year you may not approach any of the client's customers. A few weeks later, one of those customers emails you directly, keen to hire you for something new. Can your old client really stop you saying yes?

A non-solicitation clause restricts you from actively approaching the customers, suppliers or staff you dealt with through a client, once your work for that client ends. It does not stop you trading in your field, and in most cases it does not stop a customer who comes to you first. It is a restrictive covenant, meaning a promise about what you will not do after the contract ends, and UK law only lets one stand if it protects something the client can genuinely claim as its own.

That last point is where most of these clauses live or die, and it is also why a non-solicitation clause is usually on firmer ground than a blanket non-compete. This guide explains what the clause actually covers, what it means for your day to day work, whether it holds up under UK law, and exactly what to push back on before you sign.

Key takeaways

• A non-solicitation clause targets your active approaches, not your right to work. You can keep trading in the same field.
• It is narrower than a non-compete, so as a general rule it is more likely to be enforceable, though that is never a guarantee.
• If a client's customer approaches you first, a pure non-solicitation clause usually does not catch it. A stricter non-dealing clause might.
• It only holds where it protects a real connection you actually had, and goes no wider than reasonably necessary to protect it.

What a non-solicitation clause does, and where it hides in a service agreement

A non-solicitation clause stops you from soliciting, enticing or approaching the people connected to your client: their customers, their suppliers, and sometimes their staff. The key word is active. It bites when you make the first move, sending the pitch, working the contact list, or tapping up someone you met on the project.

You will usually find it near the end of a service agreement, under a heading like "Restrictions", "Restrictive covenants" or "Post-termination obligations". It rarely travels alone. The same section often bundles several related promises, and it helps to read each as a separate commitment:

• Non-solicitation: you will not approach the client's customers or suppliers.
• Non-dealing: you will not deal with those contacts even if they approach you first.
• Non-poaching: a poaching clause, restricting you from hiring away the client's staff.
• Non-compete: you will not work for the client's competitors at all.

That last one is a different animal. A non-compete tries to keep you out of a market; a non-solicitation clause only asks you not to chase a specific set of relationships. If your contract has both, they are judged separately, and the non-compete is the harder of the two for a client to defend. We cover that contrast in detail in our guide to non-compete clauses in freelance contracts.

What it means for you as a freelancer

In practical terms, a non-solicitation clause leaves your business mostly intact. You can keep offering the same services, market yourself the same way, and take on clients in the same sector. What you cannot do is mine your former client's world for work: emailing their customer list, pitching the suppliers you met, or persuading a member of their team to come and work with you.

The risk is highest where the relationship was personal to you. If you were the face of the project and the client's customers dealt with you directly, a court is far more likely to accept that those relationships are worth protecting. If you barely touched them, there is little for the clause to defend.

This is where the question every freelancer asks comes in: can clients still come to me? Under a pure non-solicitation clause, usually yes. If a former client's customer finds you on their own and gets in touch, you have not solicited anyone, so you have not breached the clause. The exception is a non-dealing clause, which is worded to stop you dealing with those contacts however the contact was made. That is a real trap, and it is worth checking your wording for it, because the two clauses look similar but behave very differently.

Whether it holds up: what UK law actually says

A non-solicitation clause is a restrictive covenant, and every restrictive covenant starts life on the back foot. Under the common-law doctrine of restraint of trade, a clause that restricts your freedom to work is void from the outset. It only becomes enforceable if the client can show two things: that it protects a legitimate business interest, and that it goes no wider than reasonably necessary to protect that interest.

The legitimate interest is normally the client connection itself, the goodwill in the customer, supplier or staff relationships you actually dealt with. A general wish to avoid competition does not count. So a clause limited to the handful of customers you personally worked with has an interest to point to; a clause covering every customer the client has ever had, most of whom you never met, is reaching for something the law does not protect.

The reasonableness half of the test looks at how far the clause goes: how long it lasts, who it covers, and whether it strays into non-dealing. Courts are strict here, and they will not do a client's drafting for them. In Tillman v Egon Zehnder Ltd [2019] UKSC 32, the Supreme Court confirmed that a court will not rewrite an unreasonable covenant to make it fair. At most it can sever, or "blue-pencil", an offending part, and only if what is left still reads sensibly on its own. A clause drafted too wide does not get trimmed down to a reasonable size; it simply falls.

This is why a non-solicitation clause is generally more enforceable than a non-compete. It restricts a specific, defensible thing (your active approaches to known contacts) rather than your right to earn a living at all. Treat "more enforceable" as a tendency, not a promise: a badly drafted non-solicitation clause can still fail, and a tightly drafted one can still bind you.

There is no statutory cap on how long the restriction can run. In practice, enforced periods tend to sit around six to twelve months, with longer clauses needing a stronger justification. That range sits above the three to six months we suggest for freelance non-competes, and deliberately so: a non-solicitation clause restricts far less, so a longer period is easier for a client to justify. And because you are a freelancer rather than an employee, how far the clause reaches into your wider business matters. The restraint of trade test applies to genuinely self-employed freelancers too. How strictly it bites on a business-to-business arrangement compared with an employment contract is fact-sensitive, so a clause reaching across a client base you built independently is still worth questioning, but do not assume the answer either way without advice on your own facts. If you want the employee's version of this analysis, see our guide to restrictive covenants in UK employment contracts.

What a fair clause looks like versus an aggressive one

Two clauses can carry the same heading and mean completely different things. The table below shows where a reasonable non-solicitation clause sits, and where an aggressive one overreaches.

If your clause sits in the right-hand column on more than one row, it is doing more than protecting the client's genuine connections, and it is a fair candidate for negotiation.

What to push back on before you sign

The cheapest time to fix a non-solicitation clause is before you sign it. Most are lifted from a template and are wider than the client actually needs, which means a short, professional request often lands. Four things are worth raising:

• Limit it to clients you actually worked with. Ask that the clause name the customers or category you dealt with, not the client's entire book. If they cannot define it, it is too broad.
• Watch for "non-dealing" wording. Look for phrases like "deal with", "accept work from" or "provide services to", as opposed to "approach", "solicit" or "entice". Non-dealing wording is the part that could stop a customer coming to you, and it is the hardest for a client to justify.
• Check any staff restriction. A poaching clause should be limited to key people you actually worked with, for a sensible period, not every employee on the payroll.
• Keep the period sensible. Six to twelve months covers most genuine interests. Anything longer needs a real reason, and you are entitled to ask what it is.

For the clause wording itself, broken down line by line, see our non-solicitation clause reference.

A non-solicitation clause is one of several restrictions that deserve a proper read before you commit, and our roundup of risky clauses in UK freelance contracts covers the rest. For the actual wording to use when you raise these points, see how to negotiate a freelance contract in the UK.

💡 Pro Tip: If you only change one thing, swap any "deal with" wording for "solicit" or "approach". That single edit is what keeps the door open for clients who come to you of their own accord.

Check your clause before you rely on any of this

Non-solicitation problems are almost always visible on the page: a period that runs too long, a "deal with" where it should say "approach", a restriction that covers people you never met. Reading your contract with the framework above gets you most of the way to knowing where you stand.

For the rest, have your service agreement reviewed with Ookulli. It flags every restriction in plain language, shows you whether the scope and duration fall within the range UK courts tend to accept, and tells you exactly what to ask the client to change, in minutes rather than a solicitor's diary slot. Your first contract review is free. After that, reviews are £10 per document with no subscription and a 30-day money-back guarantee, and your document is never used to train AI models.

This content is for informational purposes only and does not constitute legal advice. If you have specific concerns about your contract, consider consulting a qualified solicitor.

Frequently asked questions

What is the difference between a non-solicitation clause and a non-compete?

A non-compete tries to stop you working for the client's competitors at all, so it restricts your right to earn a living in your field. A non-solicitation clause is much narrower: it only stops you actively approaching the client's customers, suppliers or staff. Because it targets specific relationships rather than a whole market, it is usually the more enforceable of the two.

Can a non-solicitation clause stop clients coming to me?

Usually not, if it is a pure non-solicitation clause. That kind of clause only restricts approaches you make, so a former client's customer who finds you and gets in touch first is generally fine to work with. The picture changes if your contract has a non-dealing clause, which is worded to stop you dealing with those contacts however the contact came about. Check which one you actually have.

How long does a non-solicitation clause last in the UK?

There is no statutory limit, so it comes down to what is reasonable. In practice, enforced non-solicitation periods tend to run around six to twelve months. Longer clauses are not automatically void, but the client needs a genuine reason for the extra time, and a two-year restriction on a standard freelance engagement is the kind courts look at sceptically.

Does a non-solicitation clause only cover clients I worked with?

A reasonable one should. The legitimate interest a client is allowed to protect is the goodwill in the relationships you actually dealt with, so a clause limited to those customers is on solid ground. A clause covering every customer the client has ever had, including people you never met, reaches beyond what the law protects and is more likely to be cut back or fail.

Is a non-solicitation clause enforceable against a freelancer?

It can be. The restraint of trade test applies to genuinely self-employed freelancers too, so a well-drafted, narrow non-solicitation clause can bind you. That said, enforceability turns on the specific facts, and a clause that reaches deep into your wider business, or across a client base you built independently, can be harder for a single client to justify. It is worth having the wording checked rather than assuming either way.