Contract Review AI: Find the Red Flags Before You Sign

• Who: your cleaning company (the Supplier) and a property manager (the Client).
• What you do: clean the Client's properties. The full scope is [not stated] in the part you pasted.
• Money: your fees are fixed for the whole term and for every renewal. The Client pays within 90 days of getting your invoice.
• How long: 12 months, then it renews by itself for another 12 months, again and again.
• How it ends: the Client can end it at any time with 7 days' notice. There is no matching right for you.
• After it ends: for 24 months you cannot clean for any tenant in the Client's buildings.

1. Prices fixed forever. "The Fees are fixed for the Term and any renewal term." (4.1)
   • Why it matters: the contract renews every year, so your prices could stay the same for many years while wages and supplies go up.
   • Ask for: a yearly price review, for example "Fees may be increased once a year with 60 days' written notice."
2. Unlimited indemnity. "Supplier shall indemnify Client against any and all losses, claims and costs arising from or in connection with the Services." (5.1)
   • Why it matters: "in connection with" is very wide. You could pay for losses that were not your fault, with no upper limit.
   • Ask for: losses caused by your negligence only, and a cap, such as the fees paid in the last 12 months.
3. One-sided 7-day exit. "Client may terminate this Agreement at any time on 7 days' written notice." (7.3)
   • Why it matters: you may hire staff and buy equipment for this contract, and it can end in a week.
   • Ask for: 30 to 60 days' notice, and the same right for you.
4. 90-day payment terms. "Client shall pay all undisputed invoices within 90 days of receipt." (3.2)
   • Why it matters: you pay your cleaners every week or two, but wait three months for the money. That is a real cash-flow strain.
   • Ask for: 30 days, or 45 at most. You can also ask how a dispute is raised, so "undisputed" cannot be used to delay payment.
5. Wide restriction after it ends. "...for 24 months after it ends, provide cleaning services to any tenant of Client's properties." (8.1)
   • Why it matters: it covers every tenant, even ones you did not meet through this contract, for two years.
   • Ask for: 6 to 12 months, and only tenants you cleaned for under this contract.

• A cap on your liability. Nothing limits how much you could owe. A cap is common in service contracts.
• Your right to end it. Only the Client can end it early. You should be able to leave too, with notice.
• Late payment terms. There is no interest or fee if the Client pays late, and no right to pause work.
• A clear scope of work. The part you pasted does not say what is cleaned and how often. Without this, extra work can be added at the same price.
• A way to opt out of renewal. It renews by itself, but there is no notice period for saying no.

1. Can we change the payment terms in 3.2 to 30 days?
2. How should we raise a dispute about an invoice, and how long does the Client have to raise one?
3. Can we add a yearly price review to 4.1?
4. Can 5.1 cover losses caused by our negligence only, with a cap of 12 months' fees?
5. Can the notice period in 7.3 be 30 days, and can we have the same right to end the contract?
6. Can 8.1 be shorter and cover only tenants we cleaned for under this contract?
7. How much notice do we need to give if we do not want the contract to renew?
8. Where is the scope of work: what is cleaned, how often and to what standard?

• Insurance (9.2). Asking a cleaning company to hold public liability insurance is common. Check that your current policy covers the amount.
• "Undisputed" invoices (3.2). Paying only undisputed invoices is normal, as long as there is a clear way to raise a dispute.
• Automatic renewal (11.1). For you as the supplier, a contract that renews by itself is usually good, once the price review is fixed.

This is not legal advice. For a high-value or unusual contract, have a lawyer read it before you sign.