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Non-Solicitation and Confidentiality: Stop Providers Using Your Client Details
Your client list is the thing most worth protecting — and the easiest thing to lose without a clause
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Quick answer
A non-solicitation and confidentiality clause stops an outsourcing provider approaching your clients directly or reusing their details once the engagement ends. It should ban direct contact with named clients, cover client staff as well as the provider's own, run for a defined period after termination, and sit alongside a confidentiality clause covering client data seen during the work. [VERIFY] with a solicitor before relying on it.
What does a non-solicitation clause actually protect?
A non-solicitation clause in an outsourcing contract stops the provider — and its staff — approaching your clients directly for work, or poaching your UK team, during and after the engagement.
Once an offshore team has prepared accounts or handled bookkeeping for a client for a year or two, they know that client's business almost as well as you do. Without a clause preventing it, nothing stops the provider quietly offering that client a direct, cheaper service once the relationship is established.
The same risk runs the other way: a provider's staff member who has worked closely with your team for months is a candidate for a direct hire, either by you or by the client. A non-solicitation clause needs to address client poaching, staff poaching and the confidentiality of everything seen along the way.
What goes wrong when there's no non-solicitation clause in place
A firm sends bookkeeping and VAT work to an offshore provider for eighteen months. The provider's staff email the client directly with questions, copy the client into progress updates, and gradually become the client's main point of contact rather than the UK team.
When the firm reviews the contract after a dispute over fees, there's no clause stopping the provider approaching that client independently — the agreement covered pricing and scope, but nobody had written down that the client relationship itself was off-limits.
Six months after the firm switches providers, the client leaves for the offshore provider directly, working under a new brand at a lower price. The firm has no contractual basis to object, because nothing in the original agreement said it couldn't happen.
Signs you've lost control
- Your outsourcing agreement covers price and turnaround but says nothing about contacting clients
- Offshore staff have emailed clients directly without it being clear whether that's meant to happen
- You don't have a definition of which clients are covered by any restriction
- There's no restriction period after the engagement ends
- Staff poaching isn't mentioned at all, only client poaching
- Nobody has checked whether the clause is actually enforceable against an overseas provider
How to put non-solicitation protection in place
- 1
List the clients covered
Define whether the clause covers all clients the provider has worked on, or only those introduced during the engagement.
- 2
Ban direct contact as the default
State that all client communication runs through the UK office unless you've explicitly agreed otherwise for a specific engagement.
- 3
Cover staff poaching both ways
Restrict the provider from poaching your UK staff, and consider whether you need to address hiring the provider's staff directly too.
- 4
Set a restriction period
Most non-solicitation clauses run for 12–24 months after the contract ends [VERIFY], not just during the active engagement.
- 5
Pair it with a confidentiality clause
Non-solicitation stops poaching; confidentiality stops the client list, pricing and personal data being reused or shared elsewhere.
- 6
Keep who-can-contact-whom inside your task system
Even with a clause in place, restrict which offshore users can see client contact details so the practical risk is reduced too.
- 7
Take legal advice before signing
Enforceability of non-solicitation clauses against overseas providers varies, so get this checked before relying on it. [VERIFY]
Who owns each step of an outsourced job?
1. Assign
UK office
The UK office assigns the job and decides which client details the offshore team actually needs to see.
2. Prepare
Offshore team
The offshore team works within the access it's been given, with no direct route to contact the client.
3. Review
UK reviewer
A UK reviewer checks the completed work before anything moves further, catching any sign of direct client contact early.
4. Approve
UK partner
A UK partner signs off the job and confirms the engagement has stayed within agreed boundaries.
5. Send
UK office
The UK office sends the finished work and any communication to the client, keeping the relationship firmly in-house.
How does Remindoo support a non-solicitation approach in practice?
A clause is only as good as the practical controls that back it up. Remindoo's roles and permissions restrict which clients, tasks and areas each offshore user can see, so a provider's staff never need broader access to client contact details than the job requires. Email templates and tokens mean client-facing messages go out through UK-controlled templates rather than ad hoc emails from offshore addresses, and the client timeline shows the history of tasks, services and communications for every client, so unusual contact patterns are visible rather than hidden. Unlimited users at no per-user charge means you don't need to share one login across an offshore team just to keep costs down, which also means you can see exactly who did what. You can also send your outsourcing agreement, including its non-solicitation and confidentiality clauses, to the provider for e-signature, so the paperwork is in place before access is granted. It's free for 60 days.
Roles and permissions
Control who sees and edits client data.
See featureEmail templates
Standard client messages ready to send.
See featureTokens for emails and tasks
Merge client data into repeatable messages.
See featureClient timeline
Full history of notes, emails and actions.
See featureUnlimited users
Add every team member with no per-user charge.
See featureProposals and letters of engagement
Send proposals and engagement letters by email.
See featureWhat changes when you move off email and WhatsApp?
| Area | Email, WhatsApp and spreadsheets | Remindoo |
|---|---|---|
| Client contact | Provider staff email clients directly | UK-controlled email templates for client-facing messages |
| Contract coverage | Price and scope only | Non-solicitation and confidentiality written in and signed |
| Client data access | Whole client list visible to the provider | Restricted to the specific clients each user works on |
| Visibility of contact patterns | No record of who contacted whom | Client timeline shows the history of communications |
| Enforcement basis | Nothing to point to if a client is approached | A signed clause with a defined restriction period |
| Staff poaching | Not addressed | Covered alongside client non-solicitation |
See your offshore set-up working
A 30-minute walkthrough of teams, roles, time budgets and review steps.
What should a non-solicitation clause actually say?
It should name the clients or client categories covered, ban direct approaches during and after the contract, set a restriction period, and cover staff poaching in both directions.
| Element | Why it matters |
|---|---|
| Defined scope of clients | Vague wording ('any client') is harder to enforce than a clear list or category |
| Restriction period | Usually 12–24 months after termination [VERIFY], not just during the contract |
| Staff poaching cover | Protects your UK team from being approached, and can address the reverse too |
| Confidentiality of client data | Separate from non-solicitation, but usually sits in the same agreement |
| Remedies for breach | What happens if the clause is broken — termination, damages, or both [VERIFY] |
None of this replaces legal advice. Enforceability against an overseas provider depends on the jurisdiction and the specific wording, so have a solicitor review the clause before you rely on it in a dispute.
General guidance, not legal advice. Take advice on your contracts and data transfers.
Frequently asked questions
Is a non-solicitation clause the same as a confidentiality clause?
No. Non-solicitation stops the provider approaching your clients or staff directly; confidentiality stops them sharing or reusing client data and information they've seen during the work. Most outsourcing agreements need both.
How long should a non-solicitation restriction last?
Commonly 12–24 months after the contract ends, though this varies by jurisdiction and needs legal advice to set correctly. [VERIFY]
Can a non-solicitation clause really be enforced against an overseas provider?
It depends on the provider's jurisdiction and the specific wording used. Take advice before assuming a UK-style clause will hold up if you ever need to enforce it. [VERIFY]
Should the clause cover staff as well as clients?
Yes — many disputes involve a provider's staff member being hired directly rather than a client being poached, so both should be addressed.
Does restricting access reduce the risk even without a clause?
Yes. If offshore staff never see full client contact details or communicate directly with clients, there's less practical opportunity for the relationship to be diverted, whatever the contract says.
Where should this clause sit — in the outsourcing agreement or a separate document?
It usually sits within the main outsourcing agreement alongside confidentiality and data protection terms, rather than as a standalone document. [VERIFY] with your solicitor.
What happens if a client approaches the provider first?
Well-drafted clauses distinguish between the provider soliciting the client and the client approaching the provider unprompted, so check the wording covers this distinction. [VERIFY]
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Sources
Last updated: . General guidance, not legal advice. Take advice on your contracts and data transfers.
Why recording every task matters in an accountancy practice
Accounting firms run on deadlines: VAT returns, payroll, confirmation statements, accounts and Self Assessment. Recording every job as a task, with an owner and a date, is the simplest way to make sure nothing is missed.
Avoid penalties
HMRC and Companies House charge penalties for late filing. A task for every deadline, with an internal date before it, gives the team a buffer.
Nothing depends on memory
Recorded tasks mean work continues when someone is off sick, on leave or has left the firm.
Consistent quality
Subtask checklists make every job follow the same steps and reviews, whoever does the work.
Visibility for managers
Filters by owner, status and deadline show at a glance what is late, what is due and who needs help.
Practical tips from UK practice
- Set an internal deadline two to four weeks before every statutory deadline.
- Use recurring tasks for repeat work such as VAT, payroll and bookkeeping.
- Break larger jobs into subtasks, including a review step.
- Comment on the task instead of by email, so the history stays with the work.
Related Remindoo features
Written and reviewed by Waqas Sagar ACA FCCA FMAAT, Chartered Accountant with 18+ years in practice. Founder and MD of Accotax, an ICAEW, ACCA and AAT regulated London practice that has served over 5,000 clients, and founder of Remindoo. Guidance is general; check current GOV.UK and professional body guidance for your firm.
What UK practices say about Remindoo
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