Non-reserved business legal services
Four clauses decide what happens when a deal goes wrong. Here is how to find them, what each one does, and what the gaps cost.
Someone has emailed you a fourteen-page agreement and asked you to sign it by Friday. Four clauses in there will decide anything that ever goes wrong — the liability cap, the payment terms, termination and renewal, and who owns what gets created — and the rest is either standard or irrelevant to you. Read those four properly and you have done most of the job, however long the document runs.
The other thing worth knowing before Friday: you may be bound already. A contract in England and Wales needs an offer, an acceptance, consideration and an intention to create legal relations, and not one of those requires a signature or a document. This guide covers what makes an agreement binding, which clauses are worth your negotiating capital, and the gaps that quietly cost owners money. Having a contract read against your business is from £249 +VAT, against the £200–£350 +VAT an hour commonly quoted for the same work. It is general legal information, not advice on your deal.
Document open in another tab? Our free contract risk checker asks eleven questions about liability, termination, payment, IP and incorporation, and tells you what each gap actually costs.
A binding contract needs no title page, no witness and not even the word ‘agreement’. Offer, acceptance, consideration — each side gives something of value — and an intention to create legal relations, which between businesses is simply assumed. A chain of emails settling price and start date can be all four. So can a phone call.
A few things do have to be in writing to work at all: guarantees, contracts for the sale of land, and assignments of copyright among them. Everything else can be verbal, which is why the fight is almost never about whether a deal exists. It is about what was in it. A court enforces what you can evidence, and two honest people remember the same conversation differently eighteen months later.
The fix takes five minutes. After any call where something is agreed, send a short written summary the same day covering price, scope and timing. It turns a memory into a record the other side had the chance to correct.
Templates bury the terms that matter among the ones nobody reads. These four are where the money is:
Spending your negotiating capital on the boilerplate and then conceding the cap is a common and expensive way round. If you have twenty minutes with a document, spend them on those four.
A liability cap is a single paragraph tying the most you can be made to pay to something knowable, usually the fees paid under that contract. Without one, the size of the job has no bearing on the size of the claim, because the measure is the loss the other side suffered rather than the fee you charged. A £2,000 piece of work can carry a claim many times its value.
Caps are normal and widely accepted between businesses, but they are not a blank cheque. You cannot exclude liability for death or personal injury caused by negligence, or for fraud, and a term a court finds unreasonable can be struck out altogether — which leaves you with no cap at all rather than a smaller one. That is exactly why this clause is worth having read rather than copied.
A made-up scenario written to show how the exposure works, not an account of a real matter, and no outcome is being promised. A freelance developer takes a £3,000 project to build a booking feature. A bug lets the client's system double-charge customers over a busy weekend, and the client comes back for several thousand pounds of refunds and chargebacks. With no cap in the contract, nothing ties the developer's exposure to the £3,000 fee. One paragraph capping liability at the fees paid is the difference between a £3,000 job and a five-figure argument.
Almost every ‘but you promised me X’ dispute traces back to a scope that never said what was not included. Scope is the cheapest thing to get right and the most expensive to leave vague, because vagueness reads as generosity to the buyer and as an imposition on the supplier, and both of them are certain they are right.
A scope that works names the deliverables, the number of rounds or revisions, what the other side has to give you and by when, and a short list of things explicitly outside it. That last list feels awkward to write and prevents more arguments than anything else in the document.
A made-up scenario, not a real client. A design studio agrees £4,000 for ‘a website’. The client is expecting e-commerce, booking integration and three rounds of revisions; the studio is quoting for a five-page brochure site. Neither version was written down. To keep the client, the studio absorbs roughly £3,000 of unpaid work. One paragraph naming the deliverables and capping revisions at two rounds would have covered it.
The clauses at the end look like filler, so people skim them. Several of them decide what happens on a bad day, which is the only day you will care. An entire agreement clause says the written contract is the whole deal, so the reassuring promise made over email may count for nothing. A notices clause dictates how formal communication, including termination, has to be sent — serve it the wrong way and an otherwise valid termination can fail. An assignment clause controls whether the other side can hand your contract, and your relationship, to somebody else. Force majeure covers events outside anyone's control, and its detail decides whether that means suspension or a way out. And governing law and jurisdiction decides where you would have to argue about any of it, so for a UK business it should say England and Wales.
The rule that catches most of it: if a clause describes what happens in a bad scenario, read it as though you are already in that scenario.
If your customers are consumers rather than businesses, you cannot contract out of the protections they have. Under the Consumer Rights Act 2015, goods must be of satisfactory quality, fit for purpose and as described, and services must be carried out with reasonable care and skill. Terms attempting to strip those rights away are unenforceable, and aggressive small print in a consumer contract tends to make your position worse rather than better. Consumer-facing terms have to be written for that framework; a business-to-business template with the names changed is not it.
Electronic signatures are valid for ordinary business contracts. What matters is that the signatory intended to authenticate the document and had authority to bind their organisation, and that both sides signed the same final version. The real risks are administrative rather than legal: a superseded draft going out for signature, or two versions in circulation with no record of which was executed. Deeds are the exception, with stricter formality and witnessing requirements.
Changes are where good contracts come unstuck. Many agreements contain a no-oral-modification clause requiring variations to be in writing and signed, and the courts generally give effect to them — so the ‘quick change’ agreed on a call may take no effect at all. Record every variation, however small, in a short email both sides accept, referencing the contract and the clause being varied. Then keep one dated, signed copy somewhere you can find it in two minutes, because when a dispute lands, the business that can produce the document first is already ahead.
If a document is in front of you now, run it through the free contract risk checker — two minutes, and it tells you which of the gaps above you actually have. If you would rather someone read it properly, send it through the enquiry form with one line about what you want to happen, because ‘should I sign this?’ and ‘I have signed it and I want out’ are different jobs on the same document. The initial legal review is a free call.
A contract review is from £249 +VAT for one document of ordinary length: a marked-up copy, a plain-English summary separating what is standard from what is genuinely risky, suggested wording for the clauses worth arguing about, and a follow-up to talk it through. Your own terms and conditions drafted from scratch are from £695 +VAT. If contracts land on your desk most months, Business Legal is £249 +VAT a month and includes up to three contract reviews a month. And if a contract has already turned contentious — solicitors instructed on the other side, a claim threatened — that is reserved work for RHF Solicitors (authorised and regulated by the SRA, no. 324115), and we will say so rather than take it on.
This is general legal information, not advice on your situation. For advice tailored to your business, book a legal review. Buzz Legal provides non-reserved business legal support; reserved legal activities are carried out by RHF Solicitors, authorised and regulated by the SRA (no. 324115).
Usually yes. Offer, acceptance, consideration and an intention to create legal relations are enough to make a contract, and none of them require a signature or a document. A few things must be in writing to work at all — guarantees, contracts for the sale of land, assignments of copyright — but the everyday deal agreed on a call binds both sides. The catch is proof. A court enforces what you can evidence, and two honest people remember a conversation differently eighteen months later. Send a short written summary the same day covering price, scope and timing; it takes minutes and turns a conversation into a record the other side had a chance to correct.
Four, in most contracts. The liability cap, because it sets the ceiling on what you can recover or be made to pay, and it is usually tied to the fees rather than to the harm a failure would cause. Payment terms, including when payment falls due and what happens when it does not. Termination, including notice periods and any automatic renewal. And ownership of intellectual property in anything created under the contract. Most other clauses are either standard or immaterial to you. Spending your negotiating capital on the boilerplate and conceding the cap is a common and expensive way round, and it is what happens when nobody has read the document properly.
Not for an ordinary commercial agreement. Drafting and reviewing business contracts is non-reserved work, which means anyone may do it and the only real question is whether they are any good at it. A solicitor becomes necessary once a contract dispute turns into court proceedings, because conducting litigation and advocacy are reserved activities; those go to RHF Solicitors (SRA no. 324115). A contract review with Buzz Legal starts at £249 +VAT and covers one document of ordinary length: a marked-up copy, a plain-English summary separating standard terms from real risk, suggested wording for the clauses worth changing, and a follow-up exchange to talk it through.
For ordinary business contracts, yes. What matters is that the person signing intended to authenticate the document and had authority to bind their organisation, and that both parties end up signing the same final version. Stricter formality rules apply to a small set of documents, deeds in particular, where witnessing requirements complicate matters. The real risks with e-signatures are administrative rather than legal: signing a superseded draft, an unauthorised person signing, or ending up with two versions and no clear record of which was executed. Keep the completed signature certificate with the contract, and check the version before sending anything out for signature.
It might, and you are relying on proof again. Many contracts also contain a no oral modification clause requiring variations to be in writing and signed, and the courts will generally give effect to those — so a verbal change to a contract that says variations must be written may simply not take effect at all. The safe habit is to record every change, however small, in a short email both sides accept, referencing the original contract and the clause being varied. Scope creep agreed on calls and never documented is one of the most common reasons perfectly good contracts end in arguments about what was actually owed.
Read the contract before you react. Find the termination clause, any cure period requiring you to give notice and time to fix the problem, and whether the failure is serious enough to be a repudiatory breach — terminating when you were not entitled to puts you in breach instead. Then decide what you actually want: performance, money, or out. Write to them setting out the breach, what you require and by when, in measured, factual terms. Keep performing your own obligations meanwhile unless you are confident of your position. If they instruct solicitors or threaten a claim, the matter is contentious and goes to RHF Solicitors.
For something genuinely low-stakes and standard, a good template beats nothing. The trouble starts when the template describes a business that is not yours: American drafting, references to schemes you do not operate, a governing law clause pointing somewhere unhelpful, or a liability position that bears no relation to the risk you are taking. A template also cannot ask questions, which is the part that finds the problem — the auto-renewal nobody spotted, the indemnity sitting outside the cap, the IP clause that leaves you licensing rather than owning. If the contract carries real money or real risk, have someone read it against your business.
Leave your email and we will come back to you with what a review would involve and what it would cost — agreed in writing before anything starts. Buzz Legal Ltd is not a firm of solicitors; reserved work goes to RHF Solicitors, SRA no. 324115.
Clear scope · fixed fees available. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA.