Before you sign
Plenty of business contracts don’t fit a standard label: marketing and agency services, maintenance and support, software subscriptions, distribution and reseller deals, sponsorship, event bookings, subcontracts, referral arrangements. Whatever the title, most of them deal with the same things: who the parties are, what each must do, what is paid and when, how long it lasts, who bears the risk if something goes wrong, and how it ends.
The problems are usually in the same places too. Liability that is unlimited for you but capped for the other side, or an indemnity that makes you cover their losses. A contract that renews automatically unless you give notice by a date nobody diaried. Payment terms that let the other side pay late or withhold payment. A termination clause that lets them walk away at short notice while you are tied in. And a governing law or jurisdiction clause that puts any dispute somewhere other than England.
Choose “Something else” when you upload and say which side you are on. The review reads the contract from your side, rates each clause, flags what’s missing and suggests wording to send back. It is built for contracts under the law of England and Wales. Leases, tenancies and settlement agreements aren’t reviewed. The full report is £49 + VAT.
Why it’s worth checking
The less familiar a contract is, the harder it is to tell whether its terms are normal. And “standard” usually means standard for whoever wrote it, so a template can be weighted heavily one way without anything in it looking unusual.
A few examples show how much can turn on one clause. Imagine a business signs a three-year marketing services contract that renews for another year unless cancelled at least 90 days before the anniversary. If nobody notes the date, the business is committed to another year’s fees, and outside consumer contracts there is generally no right to escape a renewal simply because you missed the deadline.
Or imagine a supplier accepts an indemnity covering “all losses arising from the services”, with no cap. That can make the supplier liable for the customer’s losses even where the supplier wasn’t at fault, and for far more than the contract is worth. Whether a clause like that is fair depends on what the supplier is being paid and whether it can insure the risk.
The law fills some gaps and limits some terms, but not as much as people expect. Where a business contract has no substantial remedy for late payment, the Late Payment of Commercial Debts (Interest) Act 1998 lets the supplier claim statutory interest. Under the Unfair Contract Terms Act 1977, a business can’t exclude liability for death or personal injury caused by negligence, and many other exclusions in standard terms must be reasonable to be relied on. Some contract types come with their own rules too: a commercial agent selling goods on another business’s behalf, for instance, has statutory rights to compensation or an indemnity when the agency ends, under the Commercial Agents (Council Directive) Regulations 1993. Beyond protections like these, business parties are largely held to what they sign, so the wording matters.
That is why it is worth reading every clause, not just the price and the start date, and knowing which ones carry the risk before you sign.
Key terms to look for
Parties and definitions
The correct legal names of the parties (for a company, its registered name and number) and the defined terms that the rest of the contract relies on.
Scope of agreement
What each party must do, deliver or provide, to what standard and by when, including any service levels.
Payment terms
How much is payable, when, how invoices are raised and disputed, what happens if payment is late, and whether prices can go up.
Duration and renewal
When the contract starts and ends, whether it renews automatically, and the notice deadline for stopping a renewal.
Liability and indemnity
Who is responsible if something goes wrong, any cap on liability, what is excluded, and any indemnities covering the other side’s losses.
Confidentiality
What information is confidential, what each party can do with it, and how long the obligation lasts.
Termination
How either party can end the contract, on what notice and for what breaches, and what happens to payments, data and materials afterwards.
Dispute resolution
How disagreements are handled: escalation, mediation, arbitration or the courts.
Governing law
Which country’s law applies and which courts decide disputes. A foreign law or court can make any dispute slower and more expensive for you.
Common mistakes
Signing without reading or understanding the contract
In a business contract you are generally bound by terms you have signed, whether or not you read them. Discovering an unwelcome clause after signing usually means negotiating your way out, if the other side will let you, rather than having it set aside.
Assuming standard wording is fair or reasonable
Template wording is usually drafted to favour whoever produced the template. The fact that a clause appears in many contracts says nothing about whether it suits your side of this one. Read each clause against what you are actually agreeing to do.
Not understanding the financial terms or payment obligations
Many disputes come down to money: what is due, when, whether prices can rise, whether there are minimum commitments, and what happens if payment is late. If the contract is vague on any of these, expect an argument. Make sure every charge and payment date is spelled out.
No clarity on how to terminate the agreement
Some contracts don’t say how either party can end them, or only allow termination for serious breach. Others renew automatically unless notice is given by a fixed date. If you don’t understand the exit terms, you can be tied in for longer, and at greater cost, than you intended.
Accepting unlimited or unreasonable liability
Without a cap, your liability for breach can be far larger than the contract value, and an uncapped indemnity can make you responsible for the other side’s losses even where you weren’t at fault. Look for a cap linked to the contract value or your insurance, exclusions for indirect losses, and indemnities limited to things within your control.
Best practice
Read every clause, and don’t assume standard wording is balanced. The clauses that carry the most risk are usually the liability cap and exclusions (is your exposure limited, and is theirs?), indemnities (are you covering losses you can’t control?), termination and renewal (how do you get out, and by when must you give notice?), payment (when is money due, and what happens if it is late?), and any restrictions that continue after the contract ends.
If something is unclear, ask the other side to explain it, and if the answer changes what the clause seems to say, get the wording changed rather than relying on the explanation. Put any agreed changes into the signed document. Diary renewal and notice dates as soon as you sign. And don’t count on the other side being reasonable if things go wrong; assume they will rely on the words.
For high-value or unusual contracts, or where you need advice on your particular situation, take advice from a solicitor.
Questions
What should I do if there is a clause in the contract I do not understand?+
Don’t sign until you do. Ask the other side what it is meant to achieve. If their explanation is narrower than the wording, ask for the wording to be changed to match, because the written clause is what counts if there is a dispute later. If they can’t explain it clearly, treat that as a warning sign.
Can I negotiate the terms of a contract the other party has sent me?+
Usually, yes. The first draft is rarely meant to be the last, and most businesses expect some comments back. Focus on the points that matter most, such as liability, payment, termination and renewal, and propose specific alternative wording rather than just objecting. Some larger suppliers won’t change their standard terms, but it is still worth knowing what you are accepting.
What should I do if the contract contains an automatic renewal clause?+
Work out exactly when notice must be given to stop the renewal, how it must be given (for example, in writing to a particular address), how long the renewal period is, and whether prices can change on renewal. Put the deadline in your diary with a reminder well before it. If the renewal period or notice window looks unreasonable, try to negotiate it before signing.
Is it worth having a lawyer review a contract?+
It depends on the stakes. QuickLegalCheck is not a law firm and doesn’t give legal advice; it gives you a clause-by-clause report on how the contract treats your side, what is missing and what to ask for, which is often enough to negotiate from or decide whether you need more. For high-value or complex contracts, or where you need advice on your own circumstances, instruct a solicitor.