Customer agreements
For customer agreements, we can help address areas such as scope of services, payment, delivery, service levels, intellectual property, liability, termination and dispute provisions.
Drafting and review
Commercial Contract Drafting and Review for UK Businesses
The contract you sign can determine who carries the risk, who gets paid, what happens when things go wrong, and how easily either side can walk away.
- Fixed fees agreed first
- Direct access to the lawyer
- Non-reserved legal services
01 / Why it matters
The other side’s standard contract is often written around its interests
For owner-managed businesses, the other side's standard contract is often written around its interests. We draft, review and negotiate commercial contracts for businesses, focusing on the provisions that can have a real financial or operational impact.
You receive clear legal advice from a qualified lawyer, with a fixed fee for drafting and review or a capped fee for negotiation support agreed before work starts.
Fixed fee for drafting and review
Capped fee for negotiation support
Advice from a qualified lawyer
02 / The clauses that matter
Commercial contract legal advice that focuses on the clauses that matter
A commercial contract can look straightforward until you need to rely on it.
A limitation of liability may restrict what you can recover. An indemnity may transfer a much larger risk than expected. An automatic renewal clause can lock you into another term. An intellectual property clause can affect who owns the work you have paid for.
Our commercial contract review focuses on the practical consequences of the agreement, not simply whether the wording looks legally polished.
03 / Drafting
Commercial contract drafting
Sometimes the right approach is to build the agreement around your business rather than adapt a template that was written for somebody else's commercial model.
We draft commercial agreements for businesses dealing with customers, suppliers, distributors, agents, resellers and other commercial partners.
Our drafting can cover:
- Customer and supplier agreements
- Business-to-business service agreements
- Distribution agreements
- Agency and reseller agreements
- Service level agreements
- Commercial collaboration agreements
- Confidentiality provisions
- Intellectual property provisions
- Limitation of liability and indemnity provisions
- Payment, termination and renewal provisions
The contract is drafted around the deal you are actually making, with the key commercial risks identified before the document is finalised.
04 / Review
Commercial contract review before you sign
Our contract review service is designed for businesses that have received a contract from a customer, supplier, platform, distributor or other commercial partner.
We can identify:
- Clauses that create significant financial exposure
- Liability caps that may be too high, too low or structured in an unusual way
- Broad indemnities
- Difficult termination provisions
- Automatic renewal and notice requirements
- Intellectual property restrictions
- One-sided rights to change the agreement
- Unusual payment provisions
- Service level obligations
- Restrictions on your business
- Dispute resolution and jurisdiction provisions
What you receive
You receive a practical explanation of what the contract says, which provisions deserve attention and where negotiation may be appropriate.
You do not need to send every contract to a lawyer. But a significant agreement can justify proper legal review before you commit to it.
Contract drafting, review or negotiation?
| Your situation | Service |
|---|---|
| You need a new agreement for your customers or suppliers | Commercial contract drafting |
| You have received a contract from another business | Commercial contract review |
| You want changes made to the other side's draft | Contract negotiation |
| You regularly sign similar agreements | Contract template drafting and review |
| You are dealing with a major customer or supplier | Bespoke contract advice |
| You have an ongoing flow of contracts | Subscription legal support |
06 / Customers and suppliers
Contracts for customers and suppliers
Commercial contracts often sit at the centre of the relationship between a business and its customers or suppliers.
Supplier agreements
For supplier agreements, we can examine obligations placed on your business, delivery commitments, warranties, indemnities, price changes, termination rights and responsibility for failures.
B2B and B2C contracts
The legal considerations can differ depending on who your customer is.
If your business sells to both companies and consumers, we can help review the contractual structure and identify where separate wording may be needed.
07 / Terms and conditions
Terms and conditions for businesses
Some businesses need a repeatable set of terms rather than a contract drafted from scratch for every customer.
We can help create or review business terms and conditions covering the commercial relationship you operate under.
This can include:
- Payment and invoicing
- Delivery or service obligations
- Customer responsibilities
- Intellectual property
- Liability
- Confidentiality
- Cancellation and termination
- Dispute provisions
- Contract duration and renewal
For businesses that primarily need customer-facing Terms & Conditions, see our dedicated Terms & Conditions service.
The aim is not to make every contract heavily weighted in your favour. It is to make the commercial allocation of risk clear and understood before you sign.
08 / Distribution and agency
Distribution, agency and reseller agreements
Distribution and reseller relationships can create specific commercial risks around territory, exclusivity, pricing, sales obligations, intellectual property and termination.
Agency arrangements can raise different questions around authority, commission, responsibilities and the relationship between the parties.
We can review or draft the agreement around the actual commercial arrangement, rather than relying on a generic contract that may not reflect how the relationship works in practice.
Service agreements and service levels
Service businesses need contracts that clearly define what is being delivered and what happens if expectations are not met.
Where service levels are important to the relationship, we can help make the obligations and consequences clear within the contract.
A service agreement can cover:
- Scope of services
- Deliverables and milestones
- Service levels
- Fees and payment
- Customer responsibilities
- Intellectual property
- Confidentiality
- Liability
- Termination
- Dispute resolution
09 / Liability and indemnities
Limitation of liability and indemnities
Liability provisions can have a much greater commercial impact than their position in the contract might suggest.
A liability clause can affect the amount that one party may recover if something goes wrong. An indemnity can create a separate obligation to cover specified losses, claims or costs.
We review these provisions in the context of the wider contract rather than looking at the wording in isolation.
For consumer contracts, some exclusions and limitations may not be enforceable, and different considerations apply to business contracts.
10 / Negotiation
Commercial contract negotiation
If the other side has provided its standard agreement, you do not have to accept every provision as drafted.
We can help you decide:
- Which clauses create the greatest commercial risk
- Which points are worth negotiating
- Which provisions may be acceptable as drafted
- What alternative wording could be proposed
- How changes should be presented to the other side
Negotiating directly
Where required, we can negotiate directly with the other side's lawyers or commercial team.
The focus is practical. Not every point needs to become a negotiation, but the points that could materially affect your business should be identified before you sign.
11 / Typical scenarios
Typical commercial contract scenarios
01
A large customer sends its standard contract
You are ready to start work, but the customer's agreement contains broad liability provisions and extensive indemnities.
We review the contract, explain the areas of exposure and identify the points that may need to be changed before signature.
02
An online business needs customer terms
The business has grown beyond informal arrangements and needs a more structured contractual framework for its customers.
We can draft terms around the way the business actually sells and delivers its products or services.
03
A founder is negotiating a reseller agreement
The proposed agreement includes territory restrictions, sales targets and termination provisions.
We explain the commercial effect of the clauses and help negotiate the points that matter most.
04
A supplier contract needs reviewing
A supplier has provided its standard terms, but the agreement contains automatic renewal, price variation and liability provisions that could create problems later.
We review the agreement before it becomes a problem.
12 / Our commercial contract process
From the deal to the signed agreement
01Understand the deal
We start with the commercial arrangement, the parties involved and what the contract needs to achieve.
02Review or draft
We review the other side's agreement or prepare the contract from the agreed commercial terms.
03Identify the important risks
We focus on provisions that could affect money, responsibility, control, intellectual property or your ability to exit.
04Explain the position
You receive practical advice in plain English, with the key issues separated from points that are less significant.
05Negotiate and finalise
If negotiation is required, we can help with amendments and discussions before the agreement is finalised.
13 / Fixed-fee commercial contract review
The lawyer who does the work agrees the fee with you before the work starts
Indicative prices are available on our Pricing page.
For businesses with a regular flow of contracts, our Subscription Legal Services can provide ongoing contract review and legal support for a clear monthly cost.
14 / Tax considerations
Commercial contracts and tax considerations
Some contracts have tax consequences that should be considered alongside the legal terms.
This can be relevant to arrangements involving business sales, restructuring, payments, share incentives, contractors and other significant commercial transactions.
Where a transaction requires both legal and tax input, Adroit Legal can work alongside Adroit Accountax so the legal and tax aspects can be considered together.
See our Legal and Tax Advisory service for matters that require joined-up legal and tax advice →
15 / Why work with us
Why businesses use Adroit Legal for contract work
You deal with the lawyer handling the work rather than being passed between different layers of the firm.
Our approach is built around:
- Clear scope before work starts
- Fixed fees for defined drafting and review work
- Capped fees for agreed negotiation projects
- Plain-English explanations
- Practical commercial advice
- Direct contact with the lawyer handling your matter
- Tax input where a transaction calls for it
- Ongoing support through our subscription service
16 / FAQ
Frequently asked questions
How much does it cost to have a commercial contract reviewed?
The fee depends on the contract and the scope of the review. Defined contract reviews are handled on a fixed-fee basis, with the fee agreed before work starts.
Indicative prices are available on our Pricing page.
Do I need a lawyer to draft a commercial contract?
There is no general requirement for every commercial contract to be drafted by a lawyer. However, legal review can be valuable when an agreement involves significant financial exposure, complex obligations, intellectual property, unusual liability provisions or important termination rights.
How quickly can you review a contract?
Timing depends on the length and complexity of the agreement and the scope of the work. We can discuss the required turnaround during the initial call.
Can you negotiate with the other side's lawyers?
Yes. Where negotiation support forms part of the agreed scope, we can deal with amendments and discussions with the other side's lawyers or commercial team.
Can you review a contract before I sign it?
Yes. Contract review before signature is one of the main services we provide. We can identify the clauses that deserve attention and explain the practical effect before you commit to the agreement.
Do you review contracts for online businesses?
Yes. We work with online and other businesses on customer terms, supplier agreements, service agreements, reseller arrangements, confidentiality documents and other commercial contracts.
Where the business sells directly to consumers, applicable consumer protection requirements also need to be considered.
Can you review a contract supplied by a customer or supplier?
Yes. We can review the other party's standard agreement and identify provisions that may create unnecessary risk for your business.
Do you provide ongoing contract support?
Yes. Businesses with a regular flow of contracts can use our Subscription Legal Services for ongoing review and legal support.
17 / Contact
Talk through your contract before you sign
If you have received a contract you are unsure about, or you need an agreement drafted for your business, speak directly with the lawyer who will handle the work.
Book a free 20-minute call to explain the contract, the commercial arrangement and what you need help with.
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Subscription Legal Services
Fixed-monthly legal support for businesses with an ongoing need for contract review and advice.
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