Sample Report
This is a real example of what you receive after every scan — generated from a fictional vendor agreement. Your report will reflect your actual contract.
This vendor agreement contains several clauses that heavily favour the supplier. Three issues need addressing before you commit to a $42,000/year relationship — including an auto-renewal trap and an uncapped liability clause.
● 3 High Risk
● 3 Medium Risk
● 3 All Clear
⚖ 1 Jurisdiction Win
Plain English Summary
"This vendor wants a $42,000/year commitment, but they've written themselves an exit while locking you in. The contract auto-renews silently, caps your ability to claim damages if they fail to deliver, and gives them the right to increase prices mid-contract with just 30 days notice."
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Governing Jurisdiction
England & Wales, United Kingdom
English contract law generally enforces agreements as written. However, the Unfair Contract Terms Act 1977 may limit the vendor's ability to exclude liability for their own negligence — which works in your favour here.
⚠ Favours Vendor
Key Contract Facts
Contract Term
24 Months
Locked in for 2 years
Auto-Renewal
Yes — 12 Month
Renews unless cancelled 90 days before
Price Increase
Up to 8%/year
Vendor can raise price with 30 days notice
Liability Cap
1× Monthly Fee
Max £3,500 claim against vendor
Payment Terms
Net 14, Annual
Full year invoiced upfront
Governing Law
England & Wales
Disputes in English courts
High Risk Issues
3 Found
⚠ High Risk
Silent Auto-Renewal — 90 Days Notice Required
Section 12.1 automatically renews this contract for another 12 months unless you provide written notice at least 90 days before the end date. Miss that window and you're locked in for another year at whatever price they've set. Most businesses miss this.
⚠ High Risk
Liability Cap Is Only One Month's Fee (£3,500)
Section 15.3 limits your ability to claim damages to a single month's subscription fee — approximately £3,500. If their software fails and causes you significant business loss on a £42,000/year contract, you can only recover £3,500. This is heavily skewed in their favour.
⚠ High Risk
Vendor Can Increase Price Mid-Contract
Section 6.4 allows the vendor to raise prices by up to 8% annually with just 30 days written notice — with no right for you to exit. On a £42,000 contract, that's up to £3,360 in unbudgeted cost increase with no recourse. You either pay or breach the contract.
Worth Reviewing
3 Found
Medium Risk
Upfront Annual Payment — No Refund if They Underdeliver
You're required to pay the full annual fee upfront within 14 days of signing. Section 9.2 states payments are non-refundable. If the vendor fails to meet their SLAs, you have limited recourse to recover any portion of your prepayment.
Medium Risk
SLA Credits Are Capped at 10% of Monthly Fee
If the vendor misses their 99.9% uptime guarantee, you receive a service credit. But Section 8.5 caps those credits at 10% of your monthly fee — approximately £350. For enterprise-grade downtime on a critical system, that's almost meaningless compensation.
Medium Risk
Data Portability on Exit Is Vague
Section 13.4 mentions data return on termination but doesn't specify format, timeline, or completeness. If you switch vendors, you could face weeks of delays retrieving your data in an unusable format — which is a significant operational and cost risk.
Looking Good
3 Items
✓ All Clear
GDPR Data Processing Agreement Included
A compliant Data Processing Agreement is embedded in Schedule 2. This covers lawful basis, data subject rights, breach notification timelines, and sub-processor obligations — all required under UK GDPR. This is done correctly.
✓ All Clear
Intellectual Property Remains Yours
Section 10.1 clearly states that all data you input into the platform, and any outputs or reports generated from your data, remain your intellectual property. The vendor has no licence to use your data for any purpose other than service delivery.
✓ All Clear
30-Day Termination for Cause
If the vendor materially breaches the agreement — including repeated SLA failures — Section 12.3 gives you the right to terminate with 30 days notice and no early termination penalty. This is a fair and protective provision.
Jurisdiction Advantage
1 Found
⚖ Jurisdiction Advantage
Liability Exclusion May Be Unenforceable Under UK Law
The vendor's broad liability exclusion clause in Section 15 may not fully hold up in an English court. The Unfair Contract Terms Act 1977 (UCTA) prevents businesses from excluding liability for their own negligence causing loss in B2B contracts, unless the exclusion satisfies a reasonableness test. Given the scope of exclusions here, a court may find parts of Section 15 unreasonable — which strengthens your position in any dispute.
Unfair Contract Terms Act 1977 (UCTA) — Section 2
Value Intelligence
Your Estimated Return on This Scan
Based on contract value of £42,000/year and findings identified
Total Estimated Value Protected
£28,400
across liability protection, pricing control & cash flow
728×
return on your £39 scan
£12,600
Liability Protection
Negotiating the liability cap from 1× to 3× monthly fee increases your maximum recoverable damages by £38,500 — material protection on a £42k contract.
Liability Risk · Section 15.3
£8,400
Price Increase Protection
Capping annual price increases at 3% vs 8% over a 2-year term saves up to £8,400 in unbudgeted vendor cost increases.
Pricing Risk · Section 6.4
£5,400
Cash Flow Improvement
Switching from annual upfront to quarterly billing frees up approximately £31,500 in working capital across the year.
Payment Terms · Section 9.2
£2,000
Legal Review Savings
An 18-page vendor agreement typically takes a solicitor 4–5 hours to review at £300–£400/hr. This scan identified the same key issues in 42 seconds.
Time Saved · vs. Solicitor Review
* Estimates based on contract value of £42,000/year and assessed risk scope. Actual outcomes depend on negotiation results. This is not financial or legal advice.
Your Next Steps
1
Address the liability cap first — This is your highest-value negotiation. Request Section 15.3 be amended to cap liability at a minimum of 3× the annual contract value (£126,000). Frame it as standard commercial practice for a contract of this size.
2
Add a price increase exit right — Request that Section 6.4 be amended to give you the right to terminate with 30 days notice if any annual price increase exceeds 3%. This costs the vendor nothing if they behave reasonably.
3
Set your auto-renewal reminder now — Before you do anything else, put a calendar reminder for 100 days before the contract end date. Your 90-day cancellation window is your most time-sensitive risk.
4
Request quarterly billing — Ask to move from annual upfront to quarterly in arrears. If they refuse, negotiate a pro-rata refund clause if you terminate for cause in the first 6 months.
5
Clarify data portability terms — Before signing, add a schedule specifying: data returned within 14 days of termination, in CSV/JSON format, at no additional charge. This protects your exit options.
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