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The delivery slipped, the invoice arrived anyway, and all you have is a quote and a chain of emails. Here are the clauses that decide who carries the loss.
The delivery slipped, the invoice arrived anyway, and the only thing in writing is a quote and a long chain of emails. You do have a contract — offer, acceptance, consideration and an intention to create legal relations are enough in England and Wales, and a deal done by email or over the phone binds. The problem is never whether a contract exists; it is proving what was agreed, and four clauses decide who ends up carrying the loss: scope, the liability cap, who owns the intellectual property, and how either side gets out.
Having someone read a contract before you sign it is non-reserved work, so it does not need a solicitor and is not priced like one. A contract review starts at £249 +VAT, fixed against a scope agreed in writing first: one contract of ordinary length, a marked-up copy, a plain-English summary separating what is standard from what carries real risk, suggested replacement wording for the clauses worth arguing about, and one follow-up exchange. For comparison, at the £200 to £350 +VAT an hour commonly quoted for this work, £249 buys roughly 45 minutes to an hour and a quarter. Buzz Legal Ltd is not a firm of solicitors and is not SRA regulated; if the deal has already gone bad and there are solicitors on the other side, that is contentious work for RHF Solicitors (authorised and regulated by the SRA, no. 324115).
This is general legal information for businesses in England and Wales, not advice on your contract.
Run the draft through our free contract risk checker before you sign it — eleven questions, and a plain answer on what each missing clause exposes you to.
If the deal already binds, why paper it? Two reasons, and neither is ceremony. The first is proof: when two memories diverge eighteen months later, a written agreement turns an argument into a clause you can point at. The second is that writing it forces both sides through the awkward questions before money moves — what exactly is being supplied, by when, what counts as done, who carries the risk if it slips, and how either party walks away. Almost every supplier dispute is a question nobody asked at the start.
Whoever writes the terms sets the risk. Sign a supplier's standard terms unread and you are playing on their pitch: their liability capped low, their payment terms, their cancellation charges, their automatic renewal. Reading before you sign, and pushing back on the two or three clauses that actually matter, is the cheapest protection available to you.
You do not need to know contract law to tell whether an agreement is doing its job. If any of these is missing or woolly, that is where the money will leak:
'Build us a website' and 'handle our logistics' mean something different to each side, and the gap between the two versions is where the extra invoices live. Pin down four things:
Change control deserves its own paragraph because scope creep is the most common cause of supplier disputes. Without a written process, every request becomes a negotiation about whether it was 'always included', and both sides genuinely believe their own version. One paragraph turns that into: here is the change, here is the price, approve it or do not.
Set the price, what triggers each payment — on delivery, net 30, in stages against milestones — and what happens when a payment is late. On a business-to-business debt you have a statutory fallback even with no interest clause at all. Under the Late Payment of Commercial Debts (Interest) Act 1998 you can claim interest at 8% above the Bank of England base rate, plus fixed compensation of £40 for a debt under £1,000, £70 for £1,000 to £9,999.99, and £100 for £10,000 or more. Those three sums come from section 5A of the same Act and have been unchanged since 7 August 2002. The rate resets every six months against the base rate in force on the preceding 30 June or 31 December, so with the base rate at 3.75% on 30 June 2026, statutory interest runs at 11.75% a year on a debt falling late between 1 July and 31 December 2026.
Writing your own interest term in is still worth doing: it puts the position in front of the customer at signing rather than after the argument starts. As a buyer, watch the clauses that quietly cost money — automatic price escalators, minimum-spend commitments and evergreen renewals. Our guide to business contracts covers the terms that leak cash, and our guide to chasing unpaid invoices covers the position if you are already owed.
Under the Consumer Rights Act 2015, services supplied to a consumer must be carried out with reasonable care and skill, and goods must be of satisfactory quality, fit for purpose and as described. Business-to-business supply has its own implied terms but is largely whatever you agree, so write the standard down rather than leaving a court to imply one. Say what the acceptance criteria are, who signs off, how long the buyer has to reject, what any testing or inspection involves, how long the warranty runs, and what the remedy is if the work misses — re-do, refund, or a reduction in price. 'Fit for purpose' means very little if nobody wrote down the purpose, so if the deliverable has to do a specific job, name the job.
This is where the real money moves and the clause most people skim. Suppliers cap their liability, often at the fees paid, and exclude indirect and consequential loss; buyers push the other way. Neither side can exclude everything — liability for death or personal injury caused by negligence cannot be excluded at all, and unreasonable exclusions can be struck down under the Unfair Contract Terms Act 1977. What matters in practice is whether the cap is a number anyone actually thought about. Test it against the harm rather than the price: if a £6,000-a-year software contract runs your payroll, a cap at the annual fee means £6,000 covers a failure that could cost you far more. A £5,000 job that could cause £200,000 of downstream damage needs the cap looked at properly. The fee is a terrible proxy for the risk.
The £9,000 assumption — A marketing agency subcontracted a developer to build a client portal on a one-page quote. Halfway through, the client asked for changes; the developer treated them as new work and billed extra, the agency assumed they were included. No scope document, no change-control clause, and nothing about who owned the code. The dispute cost the agency roughly £9,000 in write-offs and a lost client — all of it addressed by a two-page agreement covering scope, change control and IP ownership.
Paying the invoice does not transfer ownership. The default in most cases is that the creator keeps the copyright and grants you a licence, which is usually narrower than buyers assume and may not allow you to modify the work, sub-license it, or transfer it with the business when you sell. If you need to own the designs, code, content or brand assets outright, the agreement needs a written assignment signed by the supplier — and it needs to catch their subcontractors too, because a freelancer's freelancer owns what they made unless somebody dealt with it. If the supplier will see customer lists, pricing or plans, add a confidentiality clause or a separate NDA. And where they handle personal data on your behalf — a payroll bureau, a mailing house, a cloud provider — UK GDPR requires a written processing arrangement covering how the data is used, secured, and returned or deleted at the end. That duty sits on you as controller, not only on them.
Three practical clauses that save real grief. If the supplier's work carries risk — installing something, visiting your customers, processing data — require appropriate insurance and the right to see the certificate. Read any indemnity carefully: it shifts a defined risk onto one party and it sits outside the cap you negotiated three clauses earlier, so tie it to specific defined events rather than accepting a blanket one. And if you chose this supplier for their skill, say whether they may subcontract and to whom, because otherwise your carefully chosen provider can hand the job to somebody you have never met.
Read the indemnity and the liability cap together, never separately. It is common to see a supplier negotiate a tidy cap at the fee level and then sign a broad indemnity a page later that blows straight through it. A cap means nothing if an open indemnity sits above it.
Decide how long it runs, how each side ends it — notice period, termination for breach, termination for convenience — and what happens on the way out: final payments, return of materials, handover of data, and any wind-down period. A clean exit clause is what stops a souring relationship becoming a hostage situation. Pay particular attention to auto-renewal. Evergreen clauses roll the contract for another full term unless notice lands inside a narrow window, often 60 or 90 days before the anniversary, and missing it by days is one of the most common ways businesses end up paying for something they stopped using two years ago. Diarise the notice date on the day you sign, with the reminder a month before the window opens rather than on the day it shuts.
The same document reads differently depending which end of the deal you are on. Do the swap deliberately before you sign:
The renewal nobody diarised — A small agency signed a 12-month software contract at £850 a month with an auto-renewal clause and a 30-day cancellation window. They switched tools the following year but forgot the notice date, the contract rolled over, and they were locked into another £10,200 for a product nobody was using. The supplier was entirely within its rights. One diary reminder set on the day of signing, or two minutes spent on the termination clause, would have saved the lot.
If a contract is on your desk now, do this before you sign: find the liability cap and compare it to the damage a failure would do, find the out-of-scope list, find who owns what gets created, and find the notice period. If any of the four is missing, that is your negotiation. Then book a legal review — a free call, and you get told straight whether it is worth a review at all. A contract review starts at £249 +VAT; a full terms and conditions package, for the terms you issue rather than the ones you sign, starts at £695 +VAT and covers one set of business terms including website, e-commerce or SaaS terms where you sell online. Negotiating with the other side on your behalf, repeated rounds of mark-up as a deal moves, and anything already in dispute sit outside those prices and are quoted separately.
Business contracts explained · Chasing unpaid invoices · Contract risk checker · What Buzz Legal does
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).
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No. A contract can be valid without a signature — offer, acceptance, consideration and an intention to create legal relations are enough, and a verbal deal binds. The value of a written, signed agreement is proof and process. Proof, because it fixes what was agreed, so a disagreement becomes a clause to point at rather than an argument about memory. Process, because writing it down forces both sides through the awkward questions before money changes hands: what exactly is being supplied, by when, what counts as done, who carries the risk if it slips, and how either side gets out. Most supplier problems are questions nobody asked.
Eight things, and most disputes come from a gap in one of them. What is being supplied, described precisely enough that both sides would recognise a failure. Price, and what can change it. Payment terms and what happens on late payment. Timescales, and whether they are obligations or estimates. Acceptance — what counts as done, who decides, and how long they have to reject. Liability, including the cap and what sits outside it. Ownership of anything created. And termination: notice, renewal, and what happens to work in progress, data and materials when it ends. The exit provisions are the ones everyone skips and later needs.
Yes, and you do not need a contract term. On a business-to-business debt the Late Payment of Commercial Debts (Interest) Act 1998 gives you statutory interest at 8% above the Bank of England base rate, plus fixed compensation of £40, £70 or £100 depending on the size of the debt, per invoice. Writing your own interest provision into the contract is still worth doing: it makes the position visible at the point of signing and signals that you enforce it. Whichever you rely on, state the payment date clearly on the order paperwork and repeat it on the invoice, because a clear agreed date is the cleanest start point for the calculation.
Not necessarily you. The default in most cases is that the creator owns the copyright and grants you a licence to use the output, which is usually narrower than buyers assume and may not permit modification, sub-licensing or transfer with the business. Paying the invoice does not transfer ownership. If you need to own the designs, code, content or brand assets outright, the agreement must contain a written assignment signed by the supplier — and it should cover their subcontractors too, because a freelancer's freelancer owns what they made unless someone dealt with it. Check the position on every past supplier before a funding round or a sale.
Read them first, and expect them to favour whoever wrote them. Standard terms typically carry a low liability cap, favourable payment terms, wide cancellation charges and an automatic renewal, all pointing the supplier's way. Negotiating is normal and rarely offends anyone. The liability cap is the clause to look at hardest: check it against the harm a failure would actually cause you rather than against the price. If a £6,000-a-year software contract runs your payroll, a cap set at the annual fee means £6,000 covers a failure that could cost you far more. Ask for a higher cap on the parts that matter instead of arguing about everything.
Find the notice window before you sign, and diarise it with a reminder a month before it opens, not on the day it closes. Evergreen clauses roll the contract for another full term unless notice is given inside a narrow period, often 60 or 90 days before the anniversary, and missing it by days is one of the most common ways businesses end up paying for a service they outgrew two years ago. Keep a single list of every recurring supplier contract with its renewal date and notice period; most businesses do not have one, which is exactly why the clause works so well for the supplier.
Yes — drafting and reviewing supplier and service agreements is non-reserved work. A contract review starts at £249 +VAT and covers one contract of ordinary length: a marked-up copy, a written summary separating standard terms from real risk, suggested replacement wording for the clauses worth arguing about, and one follow-up exchange. The price and the scope are agreed in writing before anything starts. What sits outside it: negotiating with the other side on your behalf, repeated rounds of mark-up as a deal changes, rewriting the document into a new contract, which is drafting and quoted separately, and anything already in dispute, which goes to RHF Solicitors.
Clear scope · fixed fees available. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA.