For small business owners

Contract review for small business owners, from your side of the deal

Most small businesses sign supplier terms, NDAs and contractor agreements without reading every clause, and it usually only matters when something goes wrong. Upload the contract and you get a plain English report on what it commits you to, where the risk sits and what to ask for, for £49 + VAT.

Free first look in about 30 seconds£49 + VAT for the full report7-day money-back guarantee

Sound familiar?

The situations people are usually in when they send us a contract.

01

A new supplier sends you their standard terms

You need what they sell, so the temptation is to sign and move on. Standard terms are written for the supplier, though, and they often cap the supplier’s liability at the price you paid while leaving yours uncapped, or ask you to indemnify them for losses connected with your use of the product. Knowing that before you sign gives you something specific to push back on.

02

You’re asked to sign an NDA before a meeting

A possible partner or investor wants an NDA in place before they talk. Some are sensible. Others define confidential information as anything you hear, have no end date, or restrict you from working with anyone in the same field. A review shows whether the definition, the duration and the permitted uses are proportionate to what is actually being discussed.

03

You’ve drafted your own terms and conditions

You have a first draft of your T&Cs but you’re not sure it does the job. Does it limit your liability in a way a court would uphold? Does it deal with late payment? If you sell to consumers, does it respect the rights they have under the Consumer Rights Act 2015, which your terms cannot take away? The report points out the gaps.

04

You’re bringing in a contractor for an important project

Under English law, a contractor who creates something for you usually owns the copyright in it unless the contract assigns it to you in writing. The agreement also needs to say what they will deliver, when, and what happens if they don’t. A review checks that the deliverables, IP and confidentiality terms actually protect your business.

05

You want to renegotiate terms with a long-standing supplier

Before asking for better payment terms or a lower price, it helps to know exactly what the current contract says: how long it runs, how it can be ended, whether prices can go up and what happens if a payment is late. The report sets that out so you know where you stand going into the conversation.

What the report gives you.

Every clause rated for your side, in plain English, usually within ten minutes of paying.

Read a complete sample report

Summary of your obligations

What the contract commits you to, without the jargon

Liability and indemnities

How much financial risk you are taking on, whether it is capped, and whether the cap works both ways

Payment terms

When you pay or get paid, what happens if payment is late, and whether prices can change

IP and confidentiality

Who owns what gets created and what confidentiality obligations you are signing up to

Missing protections

Terms you would expect to see but don’t, such as termination rights, a dispute process or insurance requirements

Suggested changes

Specific amendments you can propose to make the contract fairer

What tends to go wrong.

Uncapped liability and wide indemnities

Say a supplier’s terms require you to indemnify them against “all losses arising from your use of the goods”, with no cap. If a claim comes in, you could be paying the supplier’s costs and losses well beyond the value of the contract, including losses you had little control over. The usual fixes are a cap (often linked to the contract value), limiting the indemnity to losses caused by your own breach or negligence, and making the cap apply to both sides.

Confidentiality clauses that are too wide

An NDA that treats everything you learn as confidential, with no exceptions for information that is already public or that you knew beforehand, is hard to comply with and easy to breach by accident. A workable clause defines what is confidential, includes the standard exceptions, allows you to share information with your advisers and staff who need it, and runs for a fixed period.

One-sided termination rights

Some supplier contracts let the supplier end the arrangement on short notice while locking you in for a fixed term. If you depend on that supplier, you may have little time to find an alternative. Look for notice periods that are the same both ways and long enough to replace them.

Not owning what you paid for

If a supplier or contractor builds something bespoke for you and the contract is silent on IP, or gives it to them, you may only have a limited right to use it. That matters when you want to change supplier, develop the work further or sell the business. If ownership matters, the contract needs a written assignment to you.

How it works.

£49 + VAT per contract. No subscription and nothing to sign up for first.

  1. 01

    Upload and pick your side

    PDF or Word. Add a line of context if it helps, such as when they want it back.

  2. 02

    See a free first look

    In about 30 seconds, an overall rating and the headline concerns, before you pay anything.

  3. 03

    Pay, and the review runs

    Usually about ten minutes. Emailed as a PDF with a link to read it online.

  4. 04

    Decide what to do

    Sign it, send back the changes, or take it to a solicitor knowing which clauses to raise.

What is the most important clause in a supplier contract?

Usually the liability and indemnity clauses, because they decide how much you could end up paying if something goes wrong. Check whether there is a cap, what it is, and whether it protects you as well as the supplier. Under the Unfair Contract Terms Act 1977, business-to-business exclusions in standard terms generally have to be reasonable, but it is much easier to agree a fair clause at the start than to argue about reasonableness later.

Can I negotiate a supplier’s standard terms?

Often, yes, particularly if you are a meaningful customer. Liability caps, payment periods, notice periods and price increase clauses are the terms suppliers most often move on. The report tells you which points are worth raising.

What if the supplier won’t change anything?

Then the decision is whether the risk is acceptable for what you are getting. Knowing exactly where the risk sits helps: you might accept it, take out insurance, limit how much you order through that supplier, or look for an alternative with fairer terms.

How do I know whether an NDA is reasonable?

A reasonable NDA defines confidential information clearly, excludes information that is public or already known to you, lets you share it with advisers and staff who need to know, and lasts for a set period. Trade secrets can justify longer protection. Watch for NDAs that also include non-compete or non-solicitation terms, which go beyond confidentiality.

What should my own terms and conditions cover?

At minimum: what you are supplying, price and payment terms, what happens if a customer pays late, a limit on your liability, who owns any IP, how either side can end the contract, and how disputes are handled. For business customers you can also rely on the Late Payment of Commercial Debts (Interest) Act 1998, which gives you statutory interest on late invoices. If you sell to consumers, your terms must comply with the Consumer Rights Act 2015 and, for online or distance sales, give consumers their cancellation rights.

One clause worrying you?

Paste it in and say which side you’re on. You get a rating, what the clause does and what you might ask for instead. It’s free, with a daily limit.

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That’s one clause. The full review reads every clause against the others, from your side.Check the whole contract