Heads of Terms (sometimes called "HoTs") is a summary document setting out the key commercial points agreed between landlord and tenant before solicitors draft the formal lease. It's usually not legally binding in itself, but it heavily shapes everything that follows.

Why it matters: renegotiating a point after Heads of Terms are agreed is possible, but it's slower and can strain the relationship — most of the real negotiation happens here, not in the lease drafting stage.

What's typically included

  • The parties, the premises, and the permitted use of the space
  • Lease length and any break clauses
  • Rent, rent-free periods, and rent review terms
  • Who's responsible for repairs, insurance, and service charges
  • Whether a personal guarantee or rent deposit is required
  • Whether the lease will be inside or outside the 1954 Act

Why "non-binding" doesn't mean "unimportant"

Both sides typically expect the final lease to reflect what's agreed in Heads of Terms. Trying to change a fundamental point afterward — like the rent or the length of the term — can cause real friction, so it's worth investing time here rather than treating it as a formality.

Should I get a solicitor involved at Heads of Terms stage?

It's often worthwhile, even briefly, especially on points like repairing obligations, break clauses and rent review — these can be expensive to get wrong and are far easier to renegotiate now than after a lease is drafted.

How long does agreeing Heads of Terms usually take?

It varies with how straightforward the deal is, but a few days to a few weeks of back-and-forth is common for a typical small commercial letting.

This guide is for general information only and does not constitute legal advice. Always have a solicitor review Heads of Terms before they're finalised, where the deal size justifies it.