How to review a commercial contract when you don’t have a lawyer

When your startup signs a new commercial contract, you might not have the budget or time to send every one to a solicitor. Many early-stage agreements, like a simple supplier arrangement or a short service order, can be reviewed in-house if you know what to look for. This guide walks through a practical approach for founders and ops leads, not a replacement for legal advice. For high-value or complex deals, always consult a qualified solicitor.

Start with a structured reading approach

Don’t skim the document looking for problems. A methodical pass reduces the chance of missing something important.

First, read the contract once without taking notes. Get the shape of it. Which party is doing what? What’s the payment? How long does it last? This builds a foundation.

On your second pass, mark up issues. Focus on the obligations you are agreeing to and the consequences if things go wrong.

Check the parties and scope

One of the most common errors in early-stage deals is signing a contract under the wrong company name. Confirm the legal entity on your side is exactly right, including its registered office if required. If you are signing as an individual before the company is formed, you will be personally liable. That may need a separate side letter or a clause transferring obligations once the company is incorporated.

Also verify the scope. Does the description of services or goods match what you discussed? Vague scope leads to disputes. If you are buying a service, does the contract say what you can expect, when, and how success or completion is measured?

Pinpoint the money and term clauses

Find every clause about fees, payment timing, and interest on late payment. Note whether prices are fixed, variable, or subject to change on notice. A startup that signs up for a silent auto-renewal without realising can find itself locked into costs it hasn’t budgeted for.

Check the duration and any renewal mechanics. For a supplier you want to keep using, a rolling contract might work. For something you are trialling, you will want a clear exit right or a fixed end date. Look for notice periods and whether they need to be in writing.

Identify what happens when things go wrong

This is the section where you earn your salary. Spend time on:

• Limitation of liability: Does the other party cap their liability at fees paid, or is there a higher cap? Does the cap exclude things like data breaches or IP infringement? Broad exclusions from the cap can leave you unprotected.
• Indemnities: These clauses shift risk. An indemnity might require you to cover the other party’s costs if you breach a specific term, like a data protection warranty. Indemnities often sit outside the liability cap, making them particularly potent. Only accept them if you understand the risk and can realistically manage it.
• Termination rights: What lets you walk away? A contract that only allows termination for “material breach” with a long cure period can keep you trapped with a poor performer. Aim for a practical termination-for-convenience right if possible, even if it comes with a reasonable notice period.

Follow the data trail

If the contract involves any personal data, even just names and email addresses for account management, check the data protection clauses. Under UK GDPR, you need to know who is the controller and who is the processor. The contract should include terms that match the UK’s required processor obligations, or it should reference a separate data processing agreement. If these are missing, the contract is not compliant and you could both be exposed.

Watch for restrictive and intellectual property clauses

Even a short supplier contract can include non-compete or non-solicitation restrictions. Ask whether a restriction is truly necessary for the deal and whether its duration and geographic scope are reasonable. Overly broad restraints can cause trouble with future hires or clients.

For anything where your startup contributes materials, ideas, or feedback, check who owns the resulting intellectual property. If the contract says the other party owns everything, flag it. You may want to negotiate a licence back for your own use or ensure your pre-existing IP stays with you.

Don’t ignore the boilerplate

Boilerplate clauses are not just decorative. The “entire agreement” clause controls whether earlier emails and promises count. The “assignment” clause determines whether the other party can hand the contract to someone you did not vet. The “governing law and jurisdiction” clause tells you which courts will hear a dispute. For a UK startup, you typically want English law and courts. Accepting a foreign jurisdiction can make enforcement expensive and slow.

Create a short review checklist

Build a repeatable list so you don’t miss these points on the next contract. Your checklist might include:

• Correct entity name and registered address
• Scope and deliverables defined clearly
• Payment terms and renewal mechanics
• Liability cap and exclusions
• Indemnities and their triggers
• Termination rights and notice period
• Data protection wording
• IP ownership and licences
• Restrictive covenants
• Boilerplate: governing law, assignment, entire agreement

Share your comments clearly

When you flag concerns for the other party, don’t just say “I don’t like this clause.” Explain the commercial problem. For example: “If the liability cap excludes data breaches, we are taking on unlimited risk for a processing error we might not even cause.” This keeps negotiations focused and practical.

Know when to call a solicitor

If the contract is worth more than a few thousand pounds, involves exclusive rights, international elements, or personal liability, get proper advice. A solicitor will spot things your checklist misses. That cost is far less than an unforeseen dispute.

Reviewing your own straightforward contracts saves time and builds commercial judgement. Just keep a healthy respect for the deals that genuinely warrant a professional review.