Entire agreement clause (UK): what it wipes out

An entire agreement clause says the signed document is the whole deal. Everything that came before it, the emails, the calls, the quote you sent and the scope you talked through on a video call, stops being part of what you agreed the moment you sign.

For a freelancer or contractor that gives it the widest reach of anything in the document, because most of what you actually negotiated happened outside it.

Key Takeaways

• What was settled by email, call or proposal drops out unless it is written into the contract or attached to it.
• The clause deals with what was said before signing. It does not change what the contract itself says.
• On its own it does not exclude liability for misrepresentation. That takes separate, clear wording.
• Where a clause does exclude that liability, section 3 of the Misrepresentation Act 1967 makes it effective only so far as it is reasonable, and the other side has to prove that.
• No wording anywhere can exclude liability for fraud.

What does an entire agreement clause do?

Most versions run to three or four lines and read as a single tidy sentence: "This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations and understandings, whether written or oral, relating to its subject matter."

That tidiness is the problem. What looks like one idea is usually two or three separate pieces of drafting fused into one paragraph, and they do not carry the same weight:

• The entire agreement statement. The document is the deal, and earlier discussions fall away. Ordinary, and on its own fairly harmless.
• The non-reliance statement. Each party confirms it did not rely on anything said before signing. Sounds like housekeeping, works like a defence.
• The exclusion of remedies. An express statement that neither party has a claim for misrepresentation. This is the one with teeth.

Splitting the paragraph into those parts is the single most useful thing you can do with it, because the first is worth accepting and the third is worth arguing about.

What an entire agreement clause means for you

There is a quick way to test the clause on your own contract. Open the thread with the client, list everything you agreed there, then check how much of it appears in the document you have been sent. Whatever is missing is what the clause removes.

That list is usually longer than people expect. It tends to include the number of revision rounds, what happens if the brief changes, when the client has to supply copy or assets, whether a licence covers one market or all of them, and what counts as complete.

Put a number on it. You quote for a five-page website, and the client confirms by email that anything past five pages is charged separately. The contract you are sent says you will "design and build the Client's website", and carries an entire agreement clause. The five-page limit is nowhere in the document, so the four extra pages requested in month two sit inside the fixed fee you already agreed, and the email that priced them counts for nothing.

Nobody has behaved badly in that story. The scope was widened by drafting rather than by anyone changing their mind, which is what makes it hard to spot and awkward to raise afterwards. It is one of the patterns we cover in risky contract clauses UK freelancers should always check.

The clause cuts the other way too, which is worth knowing before you object to it. Assurances the client gave you drop out, but so do any given by you, including anything optimistic in a pitch deck. It is not automatically a clause written against your side. The problem is almost always that the contract is thinner than the conversation was, and you can read the same imbalance in the payment terms, where what is written down decides what you can actually invoice for.

What can an entire agreement clause not do?

Quite a lot, as it turns out. The clause reaches what was said before signing, and English law fences off three things it cannot reach even there.

It does not exclude misrepresentation by itself. Under English law, saying the document is the whole agreement and taking away a remedy for something untrue said beforehand are separate things. The first defines the contract's contents. The second removes a claim, and it needs clear words to do so. A plain entire agreement statement, without more, leaves a misrepresentation claim intact.

That is the position the Court of Appeal took in AXA Sun Life Services plc v Campbell Martin Ltd [2011] EWCA Civ 133, where a clause superseding all prior "promises, agreements, representations, undertakings or implications" was held not to exclude misrepresentation liability. The court set out the three routes that do work, and they map onto the three pieces above: stating that no representations were made, stating that no reliance was placed on them, or excluding liability for misrepresentation expressly.

Where a clause does try, section 3 of the Misrepresentation Act 1967 controls it. Section 3 provides that a term excluding or restricting liability for a pre-contract misrepresentation, or a remedy for one, "shall be of no effect except in so far as it satisfies the requirement of reasonableness" in section 11(1) of the Unfair Contract Terms Act 1977. Two details are worth carrying with you. Reasonableness is judged on what the parties knew, or ought to have known, when the contract was made, not on how badly it turned out. And section 3 puts the burden on the party claiming the term is reasonable, so it is for the client to justify the clause rather than for you to attack it.

Non-reliance wording is assessed on substance rather than on its label. A sentence confirming you relied on nothing said before signing can, in practical effect, shut out a misrepresentation claim, and if it does then section 3 applies to it whatever the heading above it says. Whether a particular clause crosses that line is decided on its own facts, so treat a non-reliance sentence as a live issue to negotiate rather than as settled boilerplate.

Fraud sits outside all of this. On public policy grounds a party cannot exclude liability for its own fraud in inducing the contract. A fraudulent misrepresentation survives the clause, and no amount of drafting changes that.

One more thing the clause does not do. It is aimed at what was said before signing, not at terms the law writes into the contract itself. In a business-to-business service contract, section 13 of the Supply of Goods and Services Act 1982 implies a term that the supplier will carry out the service with reasonable care and skill, and an entire agreement clause does not remove it. Contracts that want to exclude implied terms do it expressly, in a different clause, which is why it is worth reading this one next to the limitation of liability clause.

Entire agreement clause: a workable version vs a red-flag one

What to push back on before you sign

• Get the proposal into the contract. Ask for the proposal, quote or statement of work to be attached as a schedule and named in the definition of the agreement. It is usually one sentence, it is the change with the most value in it, and clients rarely resist it.
• Add an order of precedence. Once a schedule is attached, say which document prevails if the two disagree. Skip this and you have traded an argument about what was agreed for an argument about which page wins.
• Move the assumptions off email. Revision limits, client dependencies, delivery dates for assets, exclusions: if it is a condition of your price, it belongs in the document.
• Read the non-reliance sentence separately. It is the part of the clause that removes a claim rather than defining the deal, so treat it as a separate ask and push for it to be dropped or narrowed.
• Ask for the fraud carve-out. A line confirming that nothing in the clause limits liability for fraud or fraudulent misrepresentation is standard drafting and easy to get. A refusal is informative.
• Check the variation clause next to it. This clause governs the past. A variation clause governs the future, and if it requires changes to be signed in writing, the same problem simply repeats every time the scope moves. Our guide on how to negotiate a freelance contract in the UK sets out how to raise both without souring the relationship.

Whether the terms you were sent are normal or stacked is a separate question, and our UK freelance contract fairness checklist works through it.

Ookulli reads the definitions and the schedules alongside the clause, so it can tell you whether the work you actually agreed sits inside the contract or in an email outside it. Upload the agreement and each flag comes back with the clause it came from and the law behind it.

This page is general information, not legal advice. Section 3 of the Misrepresentation Act 1967 extends to England and Wales, and section 13 of the Supply of Goods and Services Act 1982 to England, Wales and Northern Ireland. Scotland has its own rules on both, and Northern Ireland has its own Misrepresentation Act. If a large part of what you agreed was settled in conversation rather than in the document, speak to a qualified solicitor before you sign.