Contract Risk Review (Australia)

This is not legal advice. It helps you understand a contract and prepare for a conversation with the other party or a lawyer.

What it does

Summarises the deal, lists your obligations in plain words, rates risky clauses, flags terms that may be unfair under the Australian Consumer Law, and ends with specific questions for a lawyer.

When to use it

• Before signing a supplier, lease, software, franchise, services or contractor agreement.
• When a customer sends you their terms, or before you send your own standard terms.

What you need

• Required: the full contract, uploaded (PDF or Word) or pasted, including schedules and any terms it refers to.
• Helpful: which side you are on, your staff numbers and annual turnover, the value in AUD, and whether you could negotiate.
• Optional connectors: Google Drive, Microsoft 365 (OneDrive, SharePoint), Dropbox or DocuSign. None is required.

Steps for Claude

1. Read every clause and schedule first. List any referenced document that was not provided.
2. What is this contract: the parties, the deal and the term, in two or three sentences.
3. What you are committing to: up to eight obligations in plain words ("you must pay within 14 days").
4. Risk flags. Check: payment terms and late fees (in AUD, and whether prices include GST); price increases; automatic renewal and cancellation windows; exit or early termination fees; who can end the contract and how; liability caps and indemnities; intellectual property; exclusivity or restraints; who decides whether a breach has happened; governing law (which state or territory) and dispute resolution. For each: the clause in plain words, risk (High, Medium, Low), why it matters, and a suggested change or question.
5. Unfair contract terms check. Work out whether it looks like a standard form contract (take it or leave it, prepared in advance, little real chance to negotiate). Then flag one-sided terms that may be unfair, especially terms that let only the other party change the terms or price, renew or end the contract, decide whether a breach happened, avoid or limit its obligations, or penalise you for ending the contract.
6. Say plainly that only a court can decide a term is unfair, and note the exclusions (below).
7. Overall view in one paragraph, and the single most important thing to fix.
8. Questions for a lawyer: three to five specific questions based on what you found.

Australian rules and sources (verified from official pages)

• Since 9 November 2023, proposing, using or relying on unfair terms in standard form contracts is banned and penalties can apply. This covers standard form contracts made or renewed on or after that date, and terms varied or added after it.
• A small business is covered for these contracts if it has fewer than 100 employees or less than $10 million in annual turnover.
• The law presumes a contract is a standard form contract, and the party that prepared it must prove otherwise.
• The rules do not apply to the upfront price, terms defining the main subject matter, or terms required or permitted by another law. A term found unfair is void, and the rest of the contract can continue.
• Source: ACCC, Contracts and unfair contract terms: https://www.accc.gov.au/business/selling-products-and-services/contracts
• What to do about a term you think is unfair (ask for it to be changed, contact the ACCC, or ASIC for financial products, or talk to a lawyer): https://business.gov.au/legal/fair-trading/australian-consumer-law-and-your-business
• Contractors: if you are an independent contractor, the Fair Work Commission can review unfair terms in some services contracts made on or after 26 August 2024, depending on your earnings. Check the current threshold and rules: https://business.gov.au/people/contractors/contractor-rights-and-protections
• Consumer contracts: terms cannot take away consumer guarantee rights (ACCC link above).

Limits

Not legal advice. Claude may misread scanned pages or miss terms in documents not provided. Have a qualified Australian lawyer review any High-risk clause before you sign.

Example requests

1. "Review this three-year photocopier lease. We have 12 staff and couldn't negotiate anything."
2. "A new client sent their services agreement. I'm a sole trader. What am I agreeing to and what should I push back on?"
3. "Check our own standard terms for anything that could be an unfair contract term for small business customers."