Reviewing a contract for selling into the NHS

Selling into the NHS means signing the NHS's standard terms, which trusts and commissioners use with little variation, and the questions are which version applies, what the schedules add, and what the supplier must do about information governance, clinical safety and regulatory compliance that other customers do not ask for. I review the contract from the supplier's side and return it marked up with an explanation of the changes worth asking for and the obligations to prepare for, for a fixed fee of £495 in three working days, or £895 for a heavily negotiated or multi-schedule contract.

Who this is for

Suppliers of goods, services, software and clinical products in England and Wales contracting with NHS trusts, integrated care boards, primary care organisations and NHS procurement bodies, who have been sent the NHS standard terms, a bespoke contract or a purchase order and want to understand it before signing.

What to look for in an NHS contract

Which terms apply and what the schedules add

The NHS uses standard terms and conditions for the supply of goods and the provision of services, incorporated by purchase orders as well as by signed contracts, and the review identifies which version applies, what the contract's schedules (specification, pricing, service levels, information governance, exit) add to or vary in them, and the order of precedence between them. A purchase order that references the standard terms has incorporated them whether or not the supplier read them.

Information governance and patient data

Where the supplier handles patient or staff data, the contract will impose the processor obligations under the UK GDPR and the Data Protection Act 2018, compliance with NHS information governance requirements including the data security and protection standards the NHS asks suppliers to evidence, data location and subprocessor restrictions, breach notification within short periods, and audit rights. The review checks that the supplier can meet each requirement, that its hosting and subprocessors are compatible, and that the obligations are proportionate to the data processed.

Clinical safety and regulatory compliance

Suppliers of software and devices used in care may have obligations to comply with the clinical risk management standards issued under section 250 of the Health and Social Care Act 2012, to maintain a clinical safety case and a named clinical safety officer, and to comply with the Medical Devices Regulations 2002 where the product is a device, and the review identifies which of those the contract imposes, whether they apply to the product in question, and what evidence the trust will expect. A supplier who has not considered whether its software is a medical device should do so before signing.

Liability, insurance and indemnities

The standard terms cap the supplier's liability at a stated multiple of the charges with exclusions for consequential loss, add indemnities for personal injury, data, IP and regulatory losses, and require insurance at stated levels, and the review checks that the caps and indemnities are within the supplier's cover, that the cap is stated per year rather than aggregate where that helps, and that clinical negligence exposure is allocated as the contract intends. Trusts rarely change the standard liability clause, and the note says where a request is realistic.

Payment, termination and exit

Payment is on the NHS's stated terms against valid invoices, and the review checks the invoicing requirements (purchase order numbers, itemisation) that cause most NHS payment delays, the trust's termination rights (for convenience, for change of control, for the supplier's failure elsewhere), the exit obligations including data return and transfer assistance, and any obligation to comply with section 54 of the Modern Slavery Act 2015 and the Bribery Act 2010 and to support the trust's transparency obligations and its duties under the Freedom of Information Act 2000.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The trust says the NHS standard terms cannot be changed. Is that true?

Largely. The standard terms are used across the NHS and trusts rarely amend the core clauses, but the schedules are where the contract is specific, and the review focuses on getting the specification, service levels, data and exit schedules right, which the trust can and does negotiate.

Our software is not a medical device but the contract has clinical safety clauses. Do they apply?

The review reads the clauses against what the software does. Clinical safety obligations can apply to software used in care whether or not it is a device, and the note says what compliance would involve and whether the clauses can be limited to the relevant functions.

We received a purchase order with no contract. What terms apply?

The purchase order will reference the NHS standard terms, which are incorporated by it. The review treats the purchase order and the standard terms as the contract, and checks what the order's own conditions add.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a public sector contract before you bid
• Reviewing a framework agreement and call-off terms

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.