Below is a complete, unedited review of a set of business terms and conditions, exactly as our system produced it. Nothing has been shortened. This is what you get for £49 + VAT.
These are standard-form Terms and Conditions for the supply of goods, services, or both, expressly drafted on a pro-supplier basis. They are governed by the law of England and Wales and are plainly intended for business-to-business (B2B) transactions rather than consumer sales. The language, structure and allocation of risk throughout are aimed at protecting the Supplier (Example Company Limited, whom we assume is the party for whom these terms operate as Supplier) and shifting risk onto the Customer wherever the law permits.
The terms are incorporated using a classic offer-and-acceptance model: the Customer's Order is treated as an offer, which is only accepted when the Supplier issues written acceptance. At that point a Contract comes into existence on the Supplier's Conditions, to the exclusion of any terms the Customer seeks to impose. This is a sensible and enforceable incorporation mechanism for B2B dealings and includes a battle-of-the-forms provision protecting the Supplier against the Customer's own purchase-order terms.
Key information is generally well presented and logically ordered, with a contents page and a specific attention-drawer to the limitation of liability clause (clause 12), which is important for enforceability under the Unfair Contract Terms Act 1977. The document is clearly a template, containing numerous drafting options and square-bracketed placeholders that must be finalised before use. As drafted it is heavily supplier-favourable but broadly within the bounds of what UCTA permits in a B2B context, provided the various caps, periods and choices are completed and the reasonableness test is satisfied.
Critically, these terms are not suitable for use with consumers. If Example Company Limited sells to consumers, these Conditions would fall foul of the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Protection from Unfair Trading Regulations 2008, because they exclude statutory implied terms, contain broad liability exclusions, and omit mandatory consumer disclosures and the 14-day cooling-off period. The review below assumes a B2B context but flags the consumer position where relevant.
The Order is an offer by the Customer, accepted only when the Supplier issues written acceptance, at which point the Contract comes into existence on the Supplier's Conditions. The Conditions apply to the exclusion of any other terms the Customer seeks to impose or that are implied by law, trade custom or course of dealing, and the Customer waives reliance on inconsistent terms in its own documents. Quotations are stated not to constitute offers and lapse after 20 Business Days. This is a robust, enforceable incorporation and battle-of-the-forms mechanism that is standard and favourable to the Supplier in a B2B context.
For B2B this is well drafted. It would not be sufficient or fair for consumer transactions, where a click-wrap or clear acceptance record is needed and implied statutory terms cannot be excluded.
The Supplier controls the Goods description and may amend the Goods Specification for legal or regulatory reasons on notice. Delivery dates are approximate only, time is not of the essence, and the Supplier's liability for non-delivery is limited to the extra cost of sourcing replacement goods in the cheapest market, less the price. There are detailed provisions dealing with the Customer's failure to take delivery, deemed delivery, storage charges and the Supplier's right to resell. These provisions are strongly supplier-favourable but are typical for B2B trading terms and are generally enforceable.
The tolerance provision (up to 5% over/under delivery cannot be rejected) and the cheapest-market limitation are aggressive but common. Ensure the bracketed collection-versus-delivery options and percentages are finalised.
The Supplier gives an express warranty that Goods conform with description, are free from material defects, and (optionally) are of satisfactory quality and fit for purpose, for a stated Warranty Period. The remedy is repair, replacement or refund at the Supplier's option, subject to numerous carve-outs. Crucially, clause 5.5 excludes the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 to the fullest extent permitted by law. In a B2B contract this exclusion is permissible but subject to the reasonableness test under UCTA 1977; against a consumer it would be void under the Consumer Rights Act 2015.
The exclusion of implied terms is only lawful B2B and only if reasonable. The express warranty partially compensates. This clause is absolutely non-compliant if these terms are ever used with consumers.
Risk passes on completion of delivery, but title is retained until the Supplier is paid in full, with an all-monies option and a resale trigger. Until title passes the Customer must store the Goods separately, keep them identifiable and insured, and allow the Supplier to enter premises to recover them. This is a comprehensive retention of title clause protecting the Supplier on the Customer's insolvency. It is well drafted and enforceable in a B2B context, though the proceeds-of-sale tracing elements are less robust than full possessory recovery.
Retention of title is a key supplier protection. Consider registering any charge implications and ensure the all-monies wording is selected for maximum protection.
The Supplier must provide the Services in accordance with the Service Specification in all material respects and warrants to use reasonable care and skill. Performance dates are estimates only and time is not of the essence. The Supplier may amend the Service Specification for legal reasons or where the change will not materially affect the nature or quality of the Services. The reasonable care and skill warranty mirrors section 13 of the Supply of Goods and Services Act 1982 and is appropriate; the reservation of unilateral amendment rights is supplier-favourable but limited.
Balanced for B2B. Note that against a consumer the reasonable care and skill standard under the Consumer Rights Act 2015 cannot be diluted or excluded.
The Customer must ensure the accuracy of information, co-operate, provide access and materials, hold Supplier Materials at its own risk, and comply with applicable laws. Where a Customer Default prevents or delays the Supplier, the Supplier may suspend, is relieved from its obligations, is not liable for resulting Customer losses, and may recover its own costs. This shifts significant risk to the Customer but the drafting is qualified by a requirement that the default actually prevents or delays performance, which keeps it within reasonable bounds for B2B.
The blanket exclusion of Supplier liability for Customer Default losses is broad; ensure it is read alongside clause 12 and is reasonable in context.
Pricing is by Order or published price list, with services on a time-and-materials basis plus overtime and expenses. The Supplier reserves rights to increase charges annually by CPI and to increase Goods prices before delivery for cost factors beyond its control. Payment is due within 30 days, time for payment is of the essence, interest accrues on late payment, and payment must be made without set-off. These are standard, enforceable B2B payment terms; the no-set-off and time-of-the-essence provisions are strong supplier protections.
The unilateral price-increase-before-delivery right is aggressive but acceptable B2B. Interest on late payment should be checked against the Late Payment of Commercial Debts (Interest) Act 1998, which may give a higher statutory entitlement.
All IP arising from the Services is owned by the Supplier, with the Customer receiving only a non-exclusive licence to use the Deliverables (either perpetual or for the term). The Customer may not sub-license or assign, and grants the Supplier a licence over materials it provides. This is a supplier-favourable IP position that retains ownership with the Supplier rather than assigning it to the paying Customer. It is enforceable but Customers frequently negotiate assignment or a broader licence, so the position should be confirmed commercially.
Choose between perpetual/irrevocable and term-only licence deliberately. A term-only licence leaves the Customer without rights to use Deliverables after the Contract ends, which may be commercially unacceptable to the Customer.
This clause sets out a controller-to-processor framework consistent with Article 28 of the UK GDPR, casting the Customer as Controller and Supplier as Processor. It includes the required processor obligations: processing on documented instructions, security measures, confidentiality of personnel, restrictions on international transfers, assistance with data subject rights, breach notification, deletion or return, and audit rights. The clause is comprehensive and broadly compliant, but it is in square brackets and relies on completing a processing schedule and selecting sub-processor options. Note that the controller/processor characterisation is not always correct and should be assessed against the actual data flows.
The processing schedule must be completed for Article 28 compliance. Confirm whether the Supplier is truly a processor or is in fact a controller or joint controller for some processing, as the wrong characterisation creates regulatory risk.
The clause preserves unlimited liability for death or personal injury caused by negligence, fraud, breach of title terms, defective products under the Consumer Protection Act 1987, and anything that cannot lawfully be limited. Subject to those carve-outs, total liability is capped at a specified figure and a list of loss types (profits, business, contracts, data, goodwill, indirect and consequential loss) is wholly excluded. This is a well-structured limitation clause following market practice, and the attention-drawer at the front of the document supports enforceability under UCTA 1977. The overall enforceability against a business Customer will turn on the reasonableness of the monetary cap, which is currently blank.
The cap amount is left blank and must be set at a level that is reasonable relative to contract value and insurance cover. An unreasonably low cap risks the whole clause being struck down under UCTA. Excluding loss of profits entirely can be aggressive where profit is the Customer's main measure of loss.
Either party may terminate for material unremedied breach or on defined insolvency events, and the Supplier has additional termination and suspension rights for non-payment and change of control. On termination the Customer must pay all outstanding sums immediately and return Supplier Materials, Deliverables and unpaid-for Goods, failing which the Supplier may enter premises to recover them. The insolvency and non-payment triggers are strong supplier protections, and the accrued rights and survival provisions are standard. The optional termination for convenience is one-sided in drafting and should be reviewed for mutuality.
Ensure the notice periods and remedy periods (currently blank) are completed. Some insolvency-based termination triggers may be affected by the Corporate Insolvency and Governance Act 2020 restrictions on ipso facto clauses for supplies of goods and services.
Mutual confidentiality obligations apply with standard permitted-disclosure carve-outs. Force majeure relieves both parties from liability for delay caused by events beyond reasonable control, with a termination right after a specified period. The general clauses cover assignment (permitted for the Supplier, restricted for the Customer), notices, severance, waiver, entire agreement with a non-reliance provision, third party rights exclusion, variation, and an exclusive English governing law and jurisdiction clause. These are conventional boilerplate terms, generally balanced except for the one-sided assignment provision favouring the Supplier.
Force majeure numeric periods are blank and must be completed. The non-reliance clause in entire agreement helps limit misrepresentation claims but cannot exclude fraud.
There is no reference to the statutory 14-day cooling-off period or cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. This is intentional because the terms are B2B, but if Example Company Limited ever sells to consumers this omission is a serious compliance gap that would breach the Regulations and expose the business to enforcement and unenforceability of key terms.
The terms proceed straight to litigation in the English courts with no structured complaints handling or escalation and negotiation step before proceedings. A tiered dispute resolution or complaints clause encourages early resolution, reduces legal costs, and for any consumer-facing use would help meet expectations around accessible complaints handling and alternative dispute resolution signposting.
There are no compliance clauses addressing the Bribery Act 2010, the Criminal Finances Act 2017 or the Modern Slavery Act 2015. Many customers and supply chains now require these as standard, and their absence may be a commercial and reputational gap even though they are not strictly mandatory for validity.
Clause 12 refers to the insurance cover the Supplier has arranged as justification for the liability cap, but there is no positive obligation on the Supplier to maintain a minimum level of insurance. Without a stated insurance commitment the Customer has no assurance that cover backing the cap actually exists, and the reasonableness argument under UCTA is weakened.
The data protection clause deals with processor obligations but there is no reference to a customer-facing privacy policy or cookie policy. This is less relevant to a pure B2B supply contract, but if any digital platform or website interaction is involved, signposting to a compliant privacy and cookie policy is required under the UK GDPR and the Privacy and Electronic Communications Regulations 2003.
The document expressly excludes statutory implied terms, caps and excludes liability broadly, and omits mandatory consumer disclosures and the 14-day cooling-off period. If Example Company Limited uses these terms with any consumer, numerous provisions would be void or unenforceable under the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013, and the business would risk enforcement action by the Competition and Markets Authority or Trading Standards under the Consumer Protection from Unfair Trading Regulations 2008.
The total liability cap in clause 12.4 is left as a blank figure. If it is completed at an unreasonably low level relative to the contract value and the risk being allocated, a court may find the limitation unreasonable under the Unfair Contract Terms Act 1977 and strike it down, leaving the Supplier exposed to uncapped liability. The cap must be set deliberately with reference to insurance cover and commercial value.
Clause 12.5 wholly excludes loss of profits, business, contracts, data, goodwill and indirect or consequential loss. In many B2B relationships the Customer's principal loss will be loss of profits, so a total exclusion is aggressive and, if challenged, may be found unreasonable under UCTA depending on bargaining power and context. This is defensible as pro-supplier drafting but should be a conscious negotiating position rather than assumed to be watertight.
The document contains numerous square brackets, drafting alternatives and blank placeholders (notice periods, remedy periods, force majeure periods, the liability cap, delivery versus collection, licence type, sub-processor consent). If issued in this state the Contract will be uncertain, internally inconsistent and potentially unenforceable in parts. All options must be resolved and blanks completed before the terms are used.
Clause 11 depends on a processing schedule that is not present, and assumes the Supplier is always a processor. If the schedule is not completed, the arrangement may fail to meet the mandatory content requirements of Article 28 of the UK GDPR. If the Supplier is in fact a controller or joint controller for some processing, the wrong characterisation could lead to breaches and regulatory exposure with the Information Commissioner's Office.
The contractual interest rate of 4% above base rate is a substantial remedy provision, but for qualifying commercial debts the Late Payment of Commercial Debts (Interest) Act 1998 provides interest at 8% above base plus fixed recovery costs. The Supplier should ensure the contractual rate is a genuine substantial remedy and does not inadvertently deprive it of a better statutory position, and the Customer should be aware which regime governs.
The terms exclude implied statutory terms and liability and omit mandatory consumer protections, which are void and non-compliant against consumers.
Affected clause: Whole document, particularly clauses 5.5, 12 and the absence of cooling-off provisions
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions apply only to business customers and do not apply to any transaction with a consumer as defined in the Consumer Rights Act 2015. Where the Supplier contracts with a consumer, a separate set of consumer terms complying with the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including the statutory 14-day cancellation right, shall apply and nothing in these Conditions shall exclude or restrict the consumer's statutory rights.
The total liability cap is blank; an unreasonable figure risks the entire limitation being struck down under UCTA 1977.
Affected clause: Clause 12.4
Subject to clause 12.3, the Supplier's total liability to the Customer shall not exceed £[AMOUNT].
Subject to clause 12.3, the Supplier's total liability to the Customer arising under or in connection with the Contract shall not exceed the greater of (a) the total charges paid or payable by the Customer under the Contract in the twelve months preceding the event giving rise to the claim, and (b) £[insert a figure aligned to the Supplier's insurance cover].
The document is an unfinished template containing conflicting alternatives and blank periods, creating uncertainty and unenforceability.
Affected clause: Throughout, including clauses 4, 5, 9, 10, 12, 13 and 16
the Customer shall pay each invoice submitted by the Supplier: within [30] days of the date of the invoice
Finalise every square-bracketed option and complete every numeric placeholder (payment days, warranty period, remedy and notice periods, force majeure periods, delivery versus collection, licence type and the liability cap) so that the executed terms contain a single, internally consistent set of provisions.
Article 28 UK GDPR requires the processing details to be documented; the schedule is missing and the processor characterisation may be wrong for some processing.
Affected clause: Clause 11.3 and 11.4
Schedule [NUMBER] sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.
Complete a schedule setting out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subject, and confirm in that schedule whether the Supplier acts as processor, controller or joint controller for each processing activity, aligning the operative clauses accordingly.
Clause 12 relies on insurance to justify the cap but imposes no obligation to maintain cover, weakening the UCTA reasonableness argument.
Affected clause: Clause 12.1
The limits and exclusions in this clause 12 reflect the insurance cover the Supplier has been able to arrange.
The Supplier shall maintain in force, with a reputable insurer, insurance cover appropriate to its obligations under the Contract of not less than £[amount] per claim, and shall on reasonable request provide the Customer with evidence that such insurance is in place.
A complete exclusion of the Customer's principal likely loss may be found unreasonable under UCTA depending on bargaining position.
Affected clause: Clause 12.5(a)
loss of profits (including loss of anticipated savings);
loss of profits, revenue or anticipated savings that is indirect or consequential (so that direct loss of profits remains recoverable up to the cap in clause 12.4), where this reflects the commercially agreed allocation of risk.
There is no structured complaints or escalation step before litigation.
Affected clause: New clause before clause 17.10 (Governing law)
Before commencing proceedings, the parties shall first attempt in good faith to resolve any dispute through escalation to senior representatives of each party, who shall meet within 14 days of a written dispute notice; this shall not prevent either party seeking urgent injunctive relief.
Contractual interest of 4% above base may be less than the statutory entitlement under the Late Payment of Commercial Debts (Interest) Act 1998.
Affected clause: Clause 9.7
Interest under this clause 9.7 will accrue each day at [4]% a year above the Bank of England's base rate from time to time
Confirm whether the contractual interest rate is intended to be a substantial contractual remedy in place of the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998; if not, consider aligning it with or preserving the statutory entitlement of 8% above base rate plus fixed recovery costs.
Never use a pro-supplier B2B template like this with consumers. Consumer sales attract mandatory protections under the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 that cannot be excluded, so maintain a distinct, compliant consumer set of terms and route customers to the correct one.
A one-sided term is worthless if it is not part of the contract. Ensure your Conditions are provided and accepted before or at the point of order, keep evidence of acceptance, and use the battle-of-the-forms wording to defeat the customer's own purchase-order terms.
Under the Unfair Contract Terms Act 1977, limitation and exclusion clauses must pass a reasonableness test in B2B contracts. Keep the front-page attention-drawer to clause 12, tie your liability cap to insurance and contract value, and avoid caps so low they risk being struck down entirely.
Leaving square brackets, alternatives and blank periods in a signed contract creates uncertainty and can render clauses unenforceable. Work through the whole document, choose one option in each place, and fill in all periods, rates and the liability cap so the executed version is internally consistent.
Where personal data is involved, Article 28 of the UK GDPR requires a documented description of the processing and the mandatory processor obligations. Always complete the processing schedule and check whether you are genuinely a processor, or in fact a controller or joint controller, because getting this wrong creates real exposure to the Information Commissioner's Office.
For goods, an all-monies retention of title clause is one of your strongest protections on customer insolvency, so select that option and require separate storage and insurance. Keep time of payment of the essence, exclude set-off, and be aware of your rights under the Late Payment of Commercial Debts (Interest) Act 1998.
Retaining IP in deliverables and granting only a licence is supplier-favourable but often resisted by customers who expect to own what they pay for. Decide deliberately between a perpetual licence and a term-only licence, and be ready to negotiate, because a term-only licence leaves the customer with nothing after the contract ends.
Important: this report was generated by AI as a preliminary review tool. It is not legal advice and should not be relied on as a substitute for advice from a qualified solicitor. The contract reviewed here is a publicly available template; no client document is shown.
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