Commercial due diligence / Guide 03
12 Questions Before Signing
Same missions. Better information.
The commercial questions worth asking before the pressure starts. A concise, discreet pre-sign check for hostile-environment and close-protection contractors. It keeps the focus on your agreement—not client, location, tasking, or security details.
Use these questions as prompts for your counterparty and, where needed, a qualified adviser. Capture the answers in writing. Keep the notes commercial and high level.
01
What exactly is the rate, currency, and unit of payment? — Is it clear what counts as a day, travel day, standby day, training day, or part day, and what the rate includes?
02
When can the rate or scope be reviewed? — If dates, hours, duties, rotation, or conditions change, who can approve a revised rate or arrangement in writing before the change takes effect?
03
When and how will valid invoices be paid? — Who receives them, what reference or approval is required, what timetable is stated, and who handles a query or overdue payment?
04
What happens if the start is delayed, work is reduced, or the engagement is cancelled? — What notice process is described, and how are any agreed costs or commitments addressed?
05
Which expenses are agreed, and how are they approved? — Ask what can be claimed, what evidence is required, whether limits apply, and whether approval is needed before spending.
06
Which insurance arrangements are expected? — Ask what cover the counterparty says it provides, what cover it expects you to hold, what exclusions may matter, and whether your own insurer or broker should review the position.
07
What liability, indemnity, or limitation language is included? — Identify clauses that could shift risk to you. Do not assume the wording is standard or harmless; ask a qualified adviser if you do not understand it.
08
What is your stated status for tax and working arrangements? — Does the paperwork describe you as a contractor, employee, worker, sole trader, company, or another arrangement? Get independent tax and legal advice rather than relying on a label alone.
09
How are material scope changes handled? — If the agreed commercial scope changes, is there a written process to pause, renegotiate, approve, or decline the change?
10
What notice can either side give? — Check the notice route, timing, and any consequences of ending early. Ask for clarity before you commit time or money.
11
What records must you provide for invoicing and payment? — Confirm timesheets, sign-off, invoice format, purchase-order details, invoice address, and the contact who can resolve a hold-up.
12
How will a commercial dispute be raised and handled? — Is there a stated escalation contact, written-notice process, governing-law or dispute clause, and a sensible route to get advice before the position hardens?
Before signing
Keep the record clean
- Ask for answers in writing and retain the final agreed version.
- Keep a dated record of rate, payment, expense, and scope conversations.
- Do not put client identities, locations, principals, tasking, security arrangements, or other confidential operational details in your notes unless you are authorised and it is necessary.
- Do not treat a verbal reassurance as a replacement for clear written commercial terms.
Final check
A 60-second final check
Before signing, can you point to a written answer for the rate, payment timetable, invoice route, expense treatment, change process, cancellation/notice, and the terms that move risk onto you? If not, pause and get clarity.
Contribute to the wider picture
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