Vendor Contract ScannerWhat the contract scanner checks
23 clause rules and 3 whole-contract checks across six areas. Each finding shows the clause it matched, what it means and what to ask for. The contract's overall level is High if any finding is high risk, Medium if any needs checking, and Low otherwise.
| Area | What triggers it | Risk level |
|---|---|---|
| Auto-renewal | Automatically renews, renews for successive terms, evergreen | High if the renewal term is 12 months or more (or not stated); Check if shorter |
| Notice period | Days of notice needed to stop a renewal, cancel, or terminate on your side | High at 60 days or more; Check at 30 to 59 days; Low under 30 days |
| Notice period | A cancellation window ("no earlier than … and no later than …") | High |
| Liability cap | Cap equal to the fees paid over a period | High if the period is under 12 months; Low at 12 months or more; Check if no period is stated |
| Liability cap | Cap at a fixed dollar amount | High under $100,000; Check otherwise |
| Liability cap | Only the vendor's liability is capped (no "each party" wording) | Check |
| Liability cap | Unlimited liability | High (check who carries it) |
| Liability cap | Indirect and consequential damages excluded | Low |
| Termination | Vendor may terminate for convenience, for any reason or at any time | High |
| Termination | You may not terminate; fees are non-cancellable | High |
| Termination | Early-termination fee or remaining fees for the rest of the term become due | High |
| Termination | Cure period for a breach | Check if longer than 30 days; Looks fair otherwise |
| Termination | Vendor may suspend the service | Check |
| Termination | You (or either party) may terminate for convenience | Looks fair |
| Price escalation | Increase by a percentage | High above 5%; Check at 5% or less |
| Price escalation | Increase linked to CPI, RPI or inflation | Check |
| Price escalation | "Then-current" prices, or changes at the vendor's discretion or at any time | High |
| Data processing | Vendor may use your data to improve or develop products, train AI or machine-learning models, aggregate or anonymise it, or for any purpose | High |
| Data processing | Sub-processors added without notice or at the vendor's discretion | High (Looks fair when you get notice or can object) |
| Data processing | Breach notice time | Check if longer than 72 hours; Looks fair at 72 hours or less; Low for "without undue delay" |
| Data processing | Data stored or processed outside your country or region | Check (Low when Standard Contractual Clauses are referenced) |
| Data processing | Data kept indefinitely | Check |
| Data processing | Personal data mentioned but no data processing agreement (DPA) | Check |
| Whole contract | No limitation of liability clause, or no termination clause, in a contract of 150 words or more | Check |
How clauses are found
The text is split into clauses at numbered headings (1., 2.3, (a), Section 4) and blank lines, and long clauses are cut at sentence ends. Each rule is a set of wording patterns, and numbers written as words or digits ("thirty (30) days", "12 months", "48 hours") are read so notice periods, caps and increases can be compared with the thresholds above.
Limits
The rules read wording, not meaning. They can miss unusual phrasing, terms in documents the contract only refers to (order forms, online terms, DPAs), and scanned PDFs without a text layer. This is not legal advice.