Know the risk. Fair, reasonable departures on demand.
Commercial life made easier, more efficient and cheaper. Drop in a client's agreement and Fair Terms gives you an overview of the risk against your playbook, then generates fair and reasonable departures on demand: reasoned, marked up and in your own Word template.
- Contract
- Capped at the Fee, except for any indemnity (cl 18.3).
- Issues
- The main exposure sits outside the cap, uncapped.
- Required
- One cap at the Fee, indemnities included.
An uncapped indemnity cannot be insured. The Consultant's liability should be limited to an amount that reflects the Fee.
The Consultant's liability under this Agreement is unlimited for any indemnity under clause 17 is limited in aggregate to the Fee.
A fitness-for-purpose warranty sits outside professional indemnity cover. It should be subject to the standard of care and limited to the purposes stated in the Brief.
Subject to the standard of care, Tthe Consultant warrants that the Services will be fit for the purposes stated in the Brief.
Two things, done for you.
An overview of the risk, so you know where you stand. Fair and reasonable departures, generated on demand, so the client knows what you need.
Where you stand,
on one screen.
Sixteen minimum terms, from insurance and the liability cap to set-off, LDs and payment, each marked Within, Check or Outside with the clause that decides it, and a risk score that tells you how hard to look.
Limit of liability: the Fee.
…save that the limit in clause 18.1 does not apply to any indemnity given under clause 17.
The Particulars cap liability at the Fee, but clause 18.3 lifts the cap for every indemnity, which leaves the main exposure uncapped.
The Consultant is not entitled to recover any Consequential Loss from the Client.
The exclusion protects the Client only. Ask for it to apply both ways.
The Consultant warrants that the Services will be fit for the purposes.
An absolute warranty, beyond reasonable skill and care, and outside professional indemnity cover.
The Client must pay each correct invoice within 45 days after the end of the month in which it is received.
Up to 75 days in practice: longer than 30.
Professional indemnity insurance of $5,000,000 for any one claim, maintained for six years after completion.
Within the fee band and the run-off period.
Fair and reasonable departures,
generated on demand.
Fair Terms writes the departures table itself, whenever you need it. Every clause outside your positions becomes a row: a fair reason, then the client's own wording marked up to a reasonable position. You review it; you don't draft it.
Set-off should be limited to amounts that are due and payable, not amounts the Client merely claims.
The Client may set off against any amount due to the Consultant any amount claimed by the Client due and payable by the Consultant under this Agreement.
Payment within 30 days of a correct invoice reflects the Consultant's cash flow and the industry norm.
The Client must pay each correct invoice within 45 days after the end of the month in which it is received 30 days after it is received.
A fitness-for-purpose warranty sits outside professional indemnity cover. It should be subject to the standard of care and limited to the purposes stated in the Brief.
Subject to the standard of care, Tthe Consultant warrants that the Services will be fit for the purposes stated in the Brief.
Easy to run. Thorough every time.
One upload gives you both: the overview tells you where you stand, and the departures table tells the client what you need.
Where you stand, in three steps.
Quick to run, and nothing skipped: every minimum term, every instance of it in the contract, and the risky clauses explained in plain English.
Drop the contract
A PDF or Word file, straight from the client's email. No forms to fill and nothing to set up.
See the risk at a glance
Sixteen minimum terms marked Within, Check or Outside, with a risk score that tells you how hard to look.
Risk clauses, explained
A high-level summary of every clause that matters: what it says, why it is a risk, and where the negotiation will be.
Clause 18.3 lifts the cap for every indemnity, so the main exposure is uncapped.
The Client may deduct amounts it merely claims, not only amounts due.
From contract to issue, in four steps.
Fair Terms drafts the table; you shape it to your taste and issue it.
Open it anywhere
A browser on your laptop is all it takes: your password and an authenticator code, and you're in.
Departures, generated
Drop in the contract and Fair Terms drafts the whole table: every clause outside your positions, reasoned and marked up.
Edit to your taste
Select words and mark them as an insertion or a deletion, reword a comment or drop a row. Every change is kept as a version.
The Consultant must remedy a defect within 7 days a reasonable time of notice.
Download and issue
The table arrives in your own Word template, with your edits in it, ready to issue to the client.
Contract management extracts, for after you sign.
Every review also gives you a summary of what you need to look out for, risk-manage and consider while the job runs, ready to hand to the project team.
Built by in-house counsel and private practice lawyers. Commercial at heart.
Fair terms are the ones both sides can sign.
Fair Terms carries more than 100 years of combined in-house and private practice experience: the positions that hold, the fallbacks that close, and the wording clients actually accept.
Combined experience, built in
Developed by in-house counsel and private practice lawyers who have reviewed and negotiated these agreements for over 100 years between them. That judgement lives in the playbook, the positions and the house comments.
Asks for what matters
It asks for what matters and lets the rest go. Departures are proportionate to the risk, so negotiations stay short and relationships stay intact.
Workable for the other side
Every departure gives a reason the client can accept and wording they can sign. Fair and reasonable, never a list of demands.
And everything around the review.
Code where the answer must be exact and repeatable; Claude only where it takes judgement.
Compare Exact
What changed between two versions, ignoring spacing, quotes and renumbering. Reinstate agreed positions as tracked changes in the client's own file.
Negotiate
When the client responds, your next position for every open item, within your risk appetite.
Ask
Questions about a review, answered from the contract, your playbook and your own precedents.