Commercial Contract Review

Because the contract was drafted in the other side's interests, and the clauses that decide disputes, on liability, indemnities, termination and payment, are the ones least likely to be read. A review tells you in plain English what you are committing to, what risk you are accepting and what is worth negotiating, while you still have the leverage to negotiate it. The review is a fixed fee; discovering the same clauses during a dispute is not.

Payment terms with interest on late payment, retention of title where goods are supplied, a liability clause that caps your exposure and survives the reasonableness test, clear delivery and acceptance provisions, termination rights, and the mechanics that make the terms stick, meaning proper incorporation on every quote, order and invoice. Terms copied from another business or generated generically routinely fail on the last point, and terms that are not incorporated protect nobody.

The situation where both businesses purport to trade on their own standard terms: your quote references your terms, their purchase order references theirs. The general rule is that the last set of terms sent before performance begins wins, so a business that performs after receiving the other side's terms has usually accepted them. The cure is process as much as drafting: your terms attached and referenced at every stage, and staff trained not to sign the other side's paperwork.

Often, but not automatically. In standard terms they must satisfy the reasonableness test in the Unfair Contract Terms Act 1977, judged against the parties’ bargaining strength, insurance and the realities of the deal, and some liabilities cannot be excluded at all. Unclear words are construed against the party relying on them. A cap set thoughtfully, by reference to the contract value or insurance, is far more likely to survive than a blanket exclusion, which is exactly the drafting judgment a review applies.

Usually yes, if agreement, consideration and intention to create legal relations can be shown: contracts need no particular form, with limited exceptions such as land. That is a reason for care rather than comfort, because businesses regularly bind themselves in email chains without meaning to, on terms nobody would have drafted. Heads of terms and negotiations should be marked subject to contract until the final document is ready to sign.

Whenever the law or your business changes, and otherwise on a sensible cycle, typically every couple of years. Terms drift out of date as legislation moves, as your services change and as the deals you actually sign depart from the paperwork you nominally trade on. A short periodic review costs little and keeps the documents matching reality, which is what they are for when a dispute tests them.

We quote fixed fees for every document, agreed before any work starts, at prices around 30% cheaper than a standard law firm, whether that is reviewing a contract you have been sent, drafting an agreement or a set of standard terms, or negotiating the terms of a live deal. Outline the contract and we will respond with a clear fixed fee quote the same day.