Signed once. Paying for it for three years.
Supplier paper is written to renew quietly, rise annually and cap their liability at a month of fees. None of that hurts on the day you sign, which is exactly why it gets signed. Vern scores every agreement against your standard positions and surfaces the notice window while you can still use it.
None of these hurt on day one.
Which is the whole problem. They are all priced into years two and three, long after the person who signed has moved on.
Auto-renewal and notice
A rolling twelve-month renewal with 90 days' notice, set out in a schedule rather than the order form.
Renewal by agreement, or 30 days' notice with the deadline printed on the order form.
The window shuts before anyone starts the review, so you renew by accident and negotiate from nowhere.
Price uplift
An annual increase at CPI plus a margin, compounding, applied at their discretion.
Capped at CPI or a stated percentage, once a year, with an exit right if they exceed it.
Three years of CPI plus four per cent is a rise north of twenty per cent that nobody budgeted for.
Liability against your spend
A cap at one month's fees, or a fixed sum unrelated to what the service does for you.
Twelve months' fees as a floor, higher for a data breach, and unlimited only for wilful default.
If their failure stops your operation, a month of fees is a gesture rather than a remedy.
Exit and data return
No transition obligation, data returned in their own format, deletion only on request.
Documented export format, transition assistance for 60 days, and certified deletion.
Switching cost is the real lock-in. It is decided by this clause, years before you want to leave.
Service credits and remedies
Credits as the sole remedy, capped at a few per cent, claimable by you within ten days.
Credits applied automatically, plus a termination right after repeated failures.
A discount on next quarter is not compensation for an outage in this one, and nobody ever claims them in time.
Audit, security and sub-processors
Audit rights over you, none for you, and freedom to change sub-processors without notice.
One audit a year or their SOC 2 report, notice of any sub-processor change, breach notice within 72 hours.
Their supply chain becomes your risk register the moment you sign, whether or not you can see it.
Three rounds, two credits, one supplier repriced.
Watch the last round. Order forms are where a negotiated term quietly comes back.
Three of the five are about years two and three rather than this one, so the order is uplift, then notice, then liability. The service credit clause is what you concede to get them. Suggested wording comes with the review, so the redline goes out the same day rather than waiting on a legal queue.
Both are worth one more round, and neither is worth delaying the go-live. That judgement is yours, the score just makes it an informed one.
Nobody re-reads an order form at round three. Round diffing compares it against the version you agreed and flags anything that was not there before.
Facilities, logistics, professional services and outsourced functions. Delivery obligations, step-in rights, insurance levels and what happens when they fail.
A different argument: seat counts and true-up, data processing and residency, service levels, security commitments, and getting your data back out.
Both are built in the same week from agreements you have already signed, which is also how we find the uplift and notice terms you are currently living with.
The method is the same, whatever it is you sell.
The fair objections.
With the renewals falling in the next quarter, because those are the only ones you can still change. The back catalogue is useful for building the playbook, not for renegotiating.
Some will not move on liability. Notice windows and uplift caps go far more often than people expect, because those were never policy, they were a template. Knowing which is which saves the goodwill for where it counts.
No. We do not hold your supplier register, run approvals or chase renewals. We are the review step in front of it, and our API exists so your system can call us for that part.
The review names the notice window and the date it closes, so it lands in your inbox in writing. The diary itself stays with whatever you already use, and we would rather say that than pretend otherwise.
Review the framework properly once, then score each call-off against it. Most of the risk in a call-off is the terms it quietly changes rather than the ones it repeats.
That is who it is built for. Whoever owns the supplier forwards the agreement from an approved address and gets the review back, with the wording to send on. Seats only for the people negotiating.
Find out what your standard supplier terms are costing you.
We will write your six positions live on the call, run an anonymised supplier agreement through them, and show you which ones you have been signing away.