A contract often seems standard — until something goes wrong. That is when the short, easily overlooked clauses turn out to be decisive. This guide shows, per contract type, where the risks lie and what to look out for before you sign.
Whether you have a supplier contract, a SaaS agreement or a freelance contract in front of you: important contract risks lie both in provisions that are unfavourable or unclearly worded and in matters that are not addressed at all. Below you will first read the five points that deserve attention in virtually every business contract, and then the specific points of attention per common contract type.
In this guide
Regardless of the type of contract, five topics recur time and again as a source of problems. They are a good starting point for many business contracts — though which risks are decisive depends on the type of agreement and the interests of the parties.
The liability provision determines who bears the cost of damage if something goes wrong. Watch for a cap on damage claims: if it is missing, your liability is not capped at a set amount in advance. That does not mean every alleged loss is automatically recoverable in full — the statutory rules on causation, attribution and mitigation still apply. Also check whether the cap is reciprocal — does it apply to both parties, or only to you? One-sided liability limitations in favour of the other party are a common stumbling block.
Many contracts renew automatically if you do not cancel in time. Combine that with a long notice period, and you are tied in longer than intended. Check the start date, the term, the cancellation moment and the notice period — and note the latest date by which you must take action.
Who gets which rights to what is created or collected under the contract? For software, content and designs this concerns intellectual-property and usage rights. Data is different: there is no general ownership right in data as such — so record who may use, export and retain it, and who keeps access afterwards. Ambiguity here leads to conflicts on termination or when reusing results.
Two matters that are often confused. Confidentiality covers business information: pricing, plans, technical know-how. Privacy follows its own rules. Where personal data is processed, first determine each party's role. If a supplier processes personal data solely on behalf of and on the instructions of the client, a data processing agreement (Article 28 GDPR) is in principle required. If both parties are independent or joint controllers, different arrangements apply. Missing or incorrect privacy arrangements create risk for both parties, depending on their role.
Good arrangements make the end as clear as the beginning. Watch for costs on termination, return or deletion of data, and whether you can switch to another party without problems.
In addition to the five general points, each contract type has its own pitfalls. Below are the most common ones, with a concrete point of attention per type.
SaaS and software contract
In SaaS and licence agreements different liability regimes often apply: the supplier limits its own liability, while you may carry uncapped indemnities. What to look out for: is there a cap on damage claims, and does it apply reciprocally? Also watch for clauses on availability (SLA), data use and what happens to your data on termination.
What to look out for: is there a cap on damage claims, and does it apply reciprocally? Also watch for clauses on availability (SLA), data use and what happens to your data on termination.
Supplier contract
Supplier contracts often renew tacitly, sometimes with a notice period of several months. What to look out for: make the cancellation moment and the renewal conditions explicit, so you are not unintentionally tied to a supplier. Put the cancellation date in your calendar.
What to look out for: make the cancellation moment and the renewal conditions explicit, so you are not unintentionally tied to a supplier. Put the cancellation date in your calendar.
AI contract
With AI services it is often unclear what rights you have to the output and whether your input or data may be used for model training. Fully autonomously generated output is moreover not always protected by copyright — "ownership" is then not the right question. What to look out for: explicitly state who owns the output and how data may be used. Watch for clauses about model training with your data.
What to look out for: explicitly state who owns the output and how data may be used. Watch for clauses about model training with your data.
Freelance agreement
It is not the contract text but mainly the actual working relationship that determines whether a freelancer is genuinely self-employed. All circumstances weigh in: direction, integration into the organisation, personal performance of work, remuneration and entrepreneurial risk. If practice points to employment, a contract cannot repair that — with tax, employment-law and social-security consequences. The Dutch Tax Administration has resumed regular enforcement since 2025. What to look out for: ensure that both the arrangements on paper and the practice point to genuine self-employment. When in doubt, combined employment-law and tax advice is advisable — the risk arises on both fronts.
What to look out for: ensure that both the arrangements on paper and the practice point to genuine self-employment. When in doubt, combined employment-law and tax advice is advisable — the risk arises on both fronts.
Data processing agreement & GDPR
If personal data is processed, data processing arrangements are mandatory under the GDPR. If they are missing, you unintentionally run a privacy risk. What to look out for: check whether the data processing arrangements are present and complete — think of security, sub-processors, retention periods and data breaches.
What to look out for: check whether the data processing arrangements are present and complete — think of security, sub-processors, retention periods and data breaches.
General
Many contracts lack clear arrangements about ownership of software, content or data, and about the costs of termination or switching. What to look out for: make sure ownership and exit conditions are explicitly set down, so that switching later does not become unnecessarily expensive or complicated.
What to look out for: make sure ownership and exit conditions are explicitly set down, so that switching later does not become unnecessarily expensive or complicated.
Not every contract requires a full legal review. For a short agreement with limited financial and operational stakes, reviewing it yourself can be a reasonable choice. Note, though: even a short or standard-looking contract can contain a single clause with far-reaching consequences. A review becomes more valuable as more is at stake: a longer term, a high financial interest, recurring obligations or sensitive data.
The difference between reading it yourself and having it reviewed lies mainly in the blind spots. Reading it yourself helps you understand the arrangements that are there. A targeted review looks precisely at what is not there — the missing liability cap, the tacit renewal, the unclear ownership — and weighs that against your commercial interest.
With the contract review you receive a compact risk analysis of one contract: the most important legal and commercial points of attention, with concrete recommendations. AI accelerates the preparation, an experienced legal professional reviews the result.
View the contract review →What are the most important points to check in a contract?
Five topics that deserve particular attention in many business contracts are: the liability provision (is there a cap and does it apply mutually?), the term and notice period (is there automatic renewal?), ownership of results and data, confidentiality and privacy (is a data processing agreement required?), and exit arrangements on termination.
Do I need to have every contract legally reviewed?
Not every contract requires a full review. For short, standard agreements with limited stakes, reading carefully yourself is often enough. A review becomes more valuable as the term, financial interest or sensitivity of the data increases.
What is the difference between reading a contract yourself and having it reviewed?
Reading it yourself helps you understand the arrangements, but risks often lie in what is not there: a missing liability cap, a tacit renewal or unclear ownership of results. A targeted review looks precisely at those blind spots and weighs them against your commercial interest. For your specific situation, an individual assessment is always necessary.
This guide provides general information and does not constitute legal advice. Axi Legal is not a law firm. An individual assessment is always required for your specific situation.