Contract risk checker

What your result means

The band is a count, not a verdict on the deal. Nothing flagged is Low, one or two gaps is Moderate, three to five is High, and six or more is Severe. Every gap is a decision you have handed to the general law rather than made yourself, and the general law was not written with your business in mind. A “not sure” is scored as a gap, because a clause nobody can find is a clause nobody will rely on in the argument it was written for.

What the checker cannot tell you is whether the clauses you do have are any good. It knows you have a liability cap; it does not know the cap sits above your insurance limit, or that your exclusion says “consequential loss” and may therefore not exclude lost profit at all. Read a clean result as “nothing obviously absent”, not “nothing wrong”.

What to do next

A high count is not a reason to walk away. Almost every gap on the list is closed by a paragraph, and most counterparties agree to a liability cap or an intellectual property assignment when you ask before signing rather than after something has gone wrong.

1. Sort your gaps by money, not by effort. Uncapped liability and unassigned intellectual property are the two that turn a small job into a large claim. A missing governing law clause matters far less where both parties are in England. Fix in that order.
2. Ask before you sign. Anything you request before work starts is a negotiation; the same request afterwards is a renegotiation, and the other side knows it. Your leverage is entirely front-loaded and it expires on signature.
3. Put the asks in one short email. Three specific points — a cap on total liability, a written assignment of anything created under the contract, and a right to end it on notice — land better than a marked-up document returned a fortnight later.
4. Have the wording read if the money is real. The checker works from what you told it. A review works from the document.

What it costs to have someone read it

A Buzz Legal contract review is a fixed £249 +VAT for a contract of ordinary length. You send the document; you get it marked up, a plain-English note separating what is standard from what carries real risk, and one follow-up exchange to talk it through. For comparison, the £200 to £350 +VAT an hour commonly quoted for this kind of work buys somewhere between three quarters of an hour and an hour and a quarter of a solicitor’s time.

If the honest answer is that you need your own terms rather than a view on somebody else’s, a business terms and conditions package is £695 +VAT. If contracts arrive steadily rather than once, the subscription starts at £49 +VAT a month and human contract review begins on the £249 +VAT a month plan. Everything else is scoped and priced in writing before work starts; the fixed-fee work page lists the rest.

The limit worth knowing before you choose. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA, so this work does not carry the SRA compensation fund and complaints about it do not go to the Legal Ombudsman. If the other side has already threatened a claim on this contract, it has stopped being a review and become reserved work: it goes to RHF Solicitors (SRA no. 324115), and you are told that before you spend anything.

Why these eleven

Commercial contracts go wrong in a small number of predictable ways. This checker covers the eleven that account for most of the money — not because the other clauses do not matter, but because these are the ones that turn a manageable disagreement into an expensive one.

Liability, and what you cannot exclude

An uncapped liability clause means your exposure to a failure is the whole of the other side’s loss. On a £5,000 project that can be a six-figure claim. The standard fix is a cap set at the charges paid in the preceding twelve months, or a fixed sum aligned with your professional indemnity cover — and the second half matters, because a cap above your insurance limit protects nobody.

There are limits on what a cap can do. Section 2(1) of the Unfair Contract Terms Act 1977 makes void any attempt to exclude or restrict liability for death or personal injury resulting from negligence. Section 2(2) allows other exclusions only so far as the term satisfies the requirement of reasonableness, and where one party deals on the other’s written standard terms that reasonableness test bites hardest. A clause that excludes everything is more likely to be struck down whole than read down.

The IP default surprises almost everyone

Section 11 of the Copyright, Designs and Patents Act 1988 says the author of a work is its first owner. The only automatic exception is a literary, dramatic, musical or artistic work, or a film, made by an employee in the course of employment — then the employer owns it. Everything made by a contractor, agency or freelancer stays theirs. Paying the invoice buys you an implied licence to use the work for the purpose it was commissioned for, and nothing more.

Worse, you cannot fix it informally later. Section 90(3) says an assignment of copyright is not effective unless it is in writing and signed by or on behalf of the assignor. If you commissioned your logo, your website or your source code without a written assignment, you probably do not own it — and the person who does may be harder to find, or less cooperative, than they were at the time.

Payment terms and late payment

Where nothing is agreed, the Late Payment of Commercial Debts (Interest) Act 1998 makes payment late 30 days after the later of performance and the customer having notice of the amount. A date agreed with another business cannot exceed 60 days unless the longer period is not grossly unfair to the supplier, and a date agreed with a public authority cannot exceed 30. The statutory interest rate is 8 percentage points over the Bank of England base rate, and the base rate used is the one in force on the 30 June or 31 December before the interest started running. The base rate was cut to 3.75% on 18 December 2025 and stood there on both 31 December 2025 and 30 June 2026, so debts falling late at any point in 2026 run at 11.75% a year. On top of that sits a fixed sum of £40 on a debt under £1,000, £70 from £1,000 to £9,999.99 and £100 at £10,000 or more, per invoice, under s.5A of the Act.

The counter-intuitive point is that a weak contractual interest clause can be worse than none at all, because a contractual remedy that counts as substantial replaces the statutory right. If your terms say 2% a year, you may have written yourself down from the 11.75% that applies to debts falling late in 2026 to 2%.

Incorporation: the terms that never applied

Terms bind only if they were brought to the other side’s attention before or at the moment of contracting. Terms on the back of an invoice arrive after the contract is made and generally do not apply. A link in an email footer is better but still weak. And where both sides send their own terms, the last set sent and then accepted by conduct usually governs — which is frequently the customer’s purchase order rather than your carefully drafted conditions of sale.

Deeds, and why they double your exposure

You have six years to bring a claim on an ordinary contract from the date the cause of action accrued (s.5 of the Limitation Act 1980) and twelve years if the contract was executed as a deed (s.8). A deed also binds without consideration and needs specific execution formalities. If someone asks you to sign “as a deed” when a signature would do, that is usually why. It is not necessarily wrong — but it should be a decision rather than an accident.