A sales proposal and the signed terms may describe different things. Start by collecting the order form, main agreement and linked schedules. Then use this checklist to identify what needs clarification.
ReCounsel is not a law firm, does not provide legal advice, creates no attorney-client relationship, and never signs off on a contract. It is a second opinion only.
Read the checklist · Prepare your questions · Questions about the report
Read the agreement alongside the order form
1. Scope of service
Find the purchased features, user limits, support and implementation work. Read any wording that allows the service to change. If the order form and main terms differ, find the clause that says which takes priority.
2. Term and auto-renewal
Write down the initial term, renewal term and last date for giving notice. Find the required notice method and recipient. A reminder from your account manager is not the same as a contractual notice requirement.
Illustrative wording: "Notice must be received at least 60 days before renewal." The reading question is when notice must arrive and how it must be sent. The example is not a claim that 60 days is a normal or acceptable period.
3. Fees and price changes
List the subscription, usage charges, minimum commitment and implementation fees. Locate the price-change wording and any notice period. Check whether a price change arrives before or after your deadline to decline renewal.
4. Data ownership and portability
Read ownership, permitted use and export access as separate questions. Find what the vendor may do with customer data, how long those permissions last and how you retrieve data when the service ends.
A broad data-use licence is not automatically an ownership transfer or proof that training has occurred. Ask which purposes are permitted, whether model training is addressed and what the vendor's separate privacy or processing terms say.
5. Security and privacy
Locate the security commitments, incident-notification process, processing locations and subcontractor terms. If a certification is mentioned, ask what it covers and whether the relevant evidence is current.
For processing subject to UK GDPR, the ICO provides controller-processor contract guidance, including security and end-of-contract data return or deletion. That guidance has its own scope and is under review following UK legislative changes. Do not treat it as a rule for every software purchase.
6. Service levels and remedies
A service-level agreement, or SLA, sets out the service commitments described in that document. Check how availability is measured, what is excluded and how a claim is made. Look separately for credits, other remedies and any right to end the agreement.
7. Liability cap
Find whose liability is capped and how the amount is calculated. Then read exceptions and exclusions of particular types of loss. Do not assume a vendor-only exclusion applies to you too, or that the cap guarantees you will receive that amount.
8. Indemnification
Read each indemnity separately: who gives it, which claims trigger it, who controls the defence and which costs are covered. If a vendor indemnity is absent, that does not itself mean you bear every third-party claim or loss. The effect needs the rest of the contract and applicable law.
9. Termination
Separate an option to end without breach from a right to end after a breach. Find the notice, any time allowed to remedy a breach, fees and the data-export process. Check whether a charge applies to one exit route rather than every termination.
Read the terms that refer elsewhere
Questions to send back before deciding
- Is the scope of service specific?
- What's the auto-renewal window, and is it calendared?
- Is there a cap on price increases at renewal?
- Do you own your data, and can you export it after termination?
- Is your data protected from vendor use in AI training?
- What's the SLA and what's the remedy for missing it?
- Whose liability is capped, and which claims or losses are excluded?
- Can you terminate for convenience, or only for cause?
- Which linked documents, law and dispute provisions need clarification?
The $1 trial is a teaser with the top three flagged clauses. The $19 Standard review provides a fuller clause-by-clause report. Both are AI-generated and may contain errors. Each is a one-time purchase with no automatic upgrade charge.
See the US software/vendor review page, or choose another supported jurisdiction on the main page. Read what an AI second opinion can and cannot do before purchasing.
Questions about software contract review
What should I collect before reading a software contract?
Collect the order form, main agreement, referenced online terms and any service-level or data-processing schedule. Note the version and date of each. Check which document takes priority if their terms differ.
Does a data-use licence mean the vendor owns my data?
A licence to use data is not automatically a transfer of ownership. Read the ownership wording and the permitted uses separately, including any model-training language. Ask about ambiguous wording; do not assume what the vendor does in practice from a single clause.
How do I read a liability cap?
Identify whose liability is limited, the amount or formula, the period used to calculate it and any exceptions. Read exclusions of particular losses separately. A cap is not a promise of payment, and this guide does not supply a universal acceptable amount.
What is the difference between the $1 trial and Standard?
The $1 trial is a teaser with the top three flagged clauses. The $19 Standard review provides a fuller clause-by-clause report. Each is a one-time purchase with no automatic upgrade charge. Both are AI-generated second opinions, may contain errors and do not approve a contract for signing.