Reviewing a customer's supplier questionnaire and contract together

A supplier questionnaire arrives before the contract, and the contract then incorporates the answers as warranties and the policies the supplier has confirmed as obligations. An inaccurate answer can be a breach from the day the contract is signed. I review the questionnaire and the contract together from the supplier's side and return them marked up with a written explanation of which answers bind, which to correct, and what to change in the contract so that the two documents agree, for a fixed fee of £495 in three working days.

Who this is for

Suppliers of goods and services in England and Wales going through a customer's onboarding, vendor due diligence or pre-qualification process, whether for a corporate procurement function, a bank, a public body or a prime contractor, and want the answers they give and the contract they sign to match what they can deliver. The supplier and the customer are businesses; public sector customers apply the statutory exclusion regime as well.

What to look for in a supplier questionnaire and the contract it leads to

The answers that become warranties

The contract will state that the supplier's responses to the questionnaire are warranties and that a misstatement is a breach entitling the customer to terminate, and a false answer that induced the contract is actionable under section 2 of the Misrepresentation Act 1967. The review reads every answer against the contract's warranties, identifies the answers that overstate the supplier's certifications, insurance, processes or capacity, and asks for the contract to incorporate the questionnaire as information given to the best of the supplier's knowledge at the date given, with an obligation to update rather than a warranty of continuing accuracy.

The policies you said you had

Questionnaires ask whether the supplier has policies on information security, business continuity, anti-bribery, modern slavery, environmental management, equality and diversity, health and safety and whistleblowing, and the contract then requires the supplier to comply with them and the customer's own. The review lists the policies the supplier has confirmed, identifies those that do not exist or are not followed, and asks for the contract to require compliance with the supplier's own policies as they stand and with the customer's policies only where attached and where the supplier has agreed them.

Modern slavery, bribery, sanctions and the declarations

The questionnaire will ask the supplier to declare compliance with the Modern Slavery Act 2015, whose transparency statement obligation under section 54 applies only to businesses above the turnover threshold, to confirm adequate procedures for the purposes of section 7 of the Bribery Act 2010, and to confirm that neither it nor its owners are subject to sanctions. The review checks that the supplier's declarations are accurate for a business of its size, that the contract's obligations match the law that applies to the supplier rather than to the customer, and that the supplier's own supply chain due diligence is stated as what the supplier does rather than as a guarantee.

Insurance levels, financial standing and the numbers you gave

The questionnaire asks for insurance levels, turnover, accounts and credit information, and the contract fixes the insurance the supplier must carry for the term, sometimes above the levels the supplier holds. The review checks the required cover (public liability, employer's liability, professional indemnity, product liability, cyber) against the supplier's policies, asks for the levels to be those the supplier holds or has agreed to obtain, and for the financial information to be provided on a confidential basis rather than warranted.

Data protection, security and the questionnaire's technical answers

Security and data questionnaires are answered by the supplier's technical staff and then become the security schedule and the processor terms under Article 28 of the UK GDPR and the Data Protection Act 2018. The review checks the technical answers against the contract's security obligations, identifies answers that describe an aspiration rather than a control, and asks for the contract to describe the supplier's controls as they are, with any improvement the supplier has committed to given a date.

Public sector customers and the exclusion grounds

Where the customer is a contracting authority, the questionnaire will ask the supplier to confirm that none of the mandatory or discretionary exclusion grounds in the Procurement Act 2023 applies to it or its connected persons, and the contract will make a change in that position a termination event. The review checks the supplier's declarations against the grounds, identifies any past matter that needs explaining and the self-cleaning evidence the Act allows, and asks for the contract to require notification of a change rather than immediate termination. The Late Payment of Commercial Debts (Interest) Act 1998 continues to apply to the contract that follows.

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

We answered the questionnaire months ago and things have changed. Does that matter?

It does if the contract warrants that the answers are and remain accurate, which many do. The review identifies the answers that are no longer right, corrects them before signature, and asks for the contract to treat the questionnaire as information given at a date with a duty to update.

The questionnaire asks for a modern slavery statement. We are a small business. Do we need one?

The statutory obligation applies only to businesses above the turnover threshold in the Modern Slavery Act 2015, but customers ask everyone. The review confirms whether the obligation applies to you and, if not, asks for the contract to require the policy and due diligence you have rather than a statement the law does not require of you.

We ticked boxes for policies we do not have. What now?

Correct the answers before signature, and the review identifies which ones. A policy you do not have is a breach on day one if the contract requires you to comply with it, and a false answer can let the customer terminate or claim misrepresentation.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• Employment contracts and handbooks, £595
• Reviewing a security schedule in a customer's contract
• Reviewing a supplier code of conduct you are asked to sign

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.