Consider this if…
- You are trading on terms you downloaded, adapted, or inherited
- A customer or supplier has sent you their contract to sign
- You are not getting paid and want to know what your terms actually allow
- You engage contractors and are not sure who owns the work
- You supply goods and want to protect them until you are paid
- You have never checked whether the unfair contract terms rules apply to you
How it works
Tell us what the contract is for
What you supply or buy, who the other side is, what the money looks like, and what you are worried about. That last one usually points straight at the clauses that matter.
Same or next business day
Draft or review
Either we draft the document, or we read theirs and tell you what it means and what we would change.
3 business days for a review
You get a plain-English summary
What you are committing to, what your exposure is, and the specific clauses we would not sign without changing. Not a marked-up document you cannot read.
With the review
Negotiation, if you want it
Quoted separately from the review, so the advice is useful even if you deal with the other side yourself.
Quoted before we start
A set you can reuse
Where we draft terms, we build them so you can use them repeatedly without coming back to us for every transaction.
Once, then ongoing
Fee
Quoted in writing before we start
GST inclusive
Excludes: Negotiation with the other side is quoted separately from a review.
Quoted in writing before we start. A set of standard terms you will use for years is priced as an investment, not as a one-off.
Turnaround
Our written view on a contract within three business days.
What we draft and review
Supply and distribution agreements. Who supplies what, at what price, on what terms, with what exclusivity, and what happens when one side wants out.
Service agreements. Scope, deliverables, payment, variations, and what happens when the work turns out to be bigger than either party expected — which is where most service disputes originate.
Terms and conditions of trade. The document that governs every sale you make. Worth getting right once, because it applies to everything.
Contractor and consultant agreements. Including who owns what is created, which is the clause most often missing.
Confidentiality agreements. Before you show someone your business.
Employment contracts and workplace policies.
The clauses that decide what happens when it goes wrong
Payment terms. When you get paid, what happens if you do not, whether you can charge interest or recover collection costs, and whether you can stop supplying. The most commonly under-drafted part of a commercial contract, and the one small businesses most often need.
Limitation of liability. A cap on what you can be liable for, and an exclusion of consequential loss. This is frequently the difference between a bad month and a business-ending event. It has to be drafted against the consumer guarantees, which cannot simply be excluded.
Indemnities. A promise to cover someone else's loss. They are easy to give without noticing and they can extend far past what you would expect, so they repay reading carefully — particularly in a contract somebody else drafted.
Termination. How either side ends the arrangement, with what notice, and what happens to work in progress, goods delivered and money owed.
Intellectual property. Who owns what is created, and who can use what afterwards.
Retention of title. Ownership of goods stays with you until payment. To work against a customer's other creditors it generally needs registration on the Personal Property Securities Register — the clause alone is not enough, and an unregistered interest can be lost if the customer becomes insolvent.
Dispute resolution. An escalation process before anybody starts proceedings. Cheap to include and it resolves a surprising proportion of disputes before they become expensive.
Unfair contract terms cut both ways
The unfair contract terms regime applies to standard form contracts with consumers and with small businesses. A term found unfair is void, and using one can now carry civil penalties as well.
If you are handed someone's standard terms, this may be protecting you more than you realise. If you issue your own standard terms, it is a real exposure — the clauses most at risk are broad unilateral variation rights, one-sided termination rights, and automatic renewals that are hard to escape.
Whether the regime applies depends on the size of the businesses and the value of the contract. It is worth establishing which side of that line you are on.
Reviewing someone else's contract
Most businesses spend more time signing other people's contracts than issuing their own, and give them far less attention.
What we look for: what you are actually promising, what happens if you cannot deliver, whether liability is capped and at what, what indemnities you are giving, whether they can change the terms unilaterally, how either side gets out, and what you have agreed about intellectual property.
You get that as a plain-English summary — what it means, what your exposure is, and the specific clauses we would not sign without changing. Not a marked-up document you have to interpret yourself.
Frequently asked questions
Can I just use a template?
For something low-value and low-risk, sometimes. The problem with templates is that they are written to be broadly acceptable, which means they rarely protect anyone strongly, and they often contain clauses that do not apply to your business or are unenforceable in Australia because they were drafted somewhere else. If a contract governs meaningful revenue or meaningful risk, it is worth having someone read it once.
What are unfair contract terms and do they apply to me?
The unfair contract terms regime applies to standard form contracts with consumers and with small businesses. A term found to be unfair is void, and since the regime was expanded, using one can also carry civil penalties. That matters in both directions: it may protect you when you are handed someone's standard terms, and it creates real exposure if your own terms contain something a court would strike out. Whether it applies turns on the size of the businesses and the value of the contract, so it is worth checking rather than assuming.
Can I limit my liability?
To an extent, and it is one of the most valuable clauses in a commercial contract. Limits can be placed on the amount and on the kinds of loss you are responsible for — consequential loss in particular. But the consumer guarantees under the Australian Consumer Law cannot simply be excluded, and a clause purporting to do so may be ineffective and may itself create a problem. It has to be drafted with that in mind.
Who owns the work if I pay a contractor to create it?
Not necessarily you. Intellectual property created by a contractor generally belongs to the contractor unless the agreement assigns it. This catches businesses regularly with software, designs, photography and written material — they have paid for something and do not own it, which only surfaces when they try to sell the business or stop working with the contractor. A short assignment clause prevents it entirely.
How do I protect goods I have supplied but not been paid for?
A retention of title clause keeps ownership with you until payment. On its own it is often not enough: the interest generally needs to be registered on the Personal Property Securities Register to be effective against a customer's other creditors, and an unregistered interest can be lost entirely if the customer becomes insolvent. Suppliers who extend credit should have both the clause and the registration.
We have been working on a handshake. Is that a contract?
Probably, and that is the difficulty — an agreement can be binding without being written down, but nobody can prove what was agreed. Emails, quotes and conduct all become evidence, and the parties usually remember different things in good faith. Writing it down is less about distrust than about both of you having the same document to look at.
Related services
Or tell us what you need drafted and who it is for.
Send us the contract