Reviewing a framework agreement and call-off terms

A framework agreement puts a supplier on a list and promises no work, while the call-off terms attached to it are the contract the supplier will perform under, on prices held for years, for customers it has not met. The two documents have to be read together, with the order of precedence and the call-off mechanism understood before the bid goes in. I review the framework and its call-off terms from the supplier's side and return them marked up with an explanation of what is negotiable at framework stage and what has to be dealt with at call-off, for a fixed fee of £895 in five working days.

Who this is for

Suppliers of goods, services and works in England and Wales bidding for or appointed to public and private sector framework agreements, dynamic purchasing systems and panel arrangements, who want to understand the framework and the call-off contract they will be bound by.

What to look for in a framework agreement and call-off terms

No guarantee of work, and what you commit to anyway

Frameworks state that the buyer and its users are not obliged to buy anything, while the supplier commits to hold prices, capacity and compliance for the term, and the review checks what the supplier must maintain regardless of orders (insurance, accreditations, reporting, management fees to the framework operator) and whether the framework allows the supplier to withdraw. A framework with a management levy payable on turnover and no minimum is a cost the supplier should price in.

Order of precedence and the documents that bind

The review establishes which document wins when the framework, the call-off terms, the supplier's tender and any customer order conflict, because the supplier's clarifications in the tender are usually at the bottom of the list. Under the Procurement Act 2023 public frameworks follow a set structure, and the call-off contract will be the framework's template, so any point the supplier needs has to be secured in the framework schedules or the tender in a way that survives precedence.

Pricing, indexation and the term

Framework prices are held for the term, often several years, with indexation limited or absent and a most favoured customer requirement, and the review checks for a mechanism to adjust for cost increases, for the treatment of price reductions the supplier gives elsewhere, and for whether the framework's term plus the longest call-off leaves the supplier bound at today's prices for longer than it can sustain. A call-off placed on the last day of a framework may run for years after it.

The call-off contract: liability, service levels and exit

The call-off terms are where the liability caps, indemnities, service levels, data processing obligations under the UK GDPR and the Data Protection Act 2018, staff transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 and exit obligations live, and the review treats them as the operative contract: whether the cap is adequate for the largest likely call-off, whether service credits are the sole remedy, whether termination for convenience compensates committed costs, and whether exit assistance is paid. The Contracts (Rights of Third Parties) Act 1999 is often used to give framework users direct rights, and the review checks its scope.

Mini-competitions, direct awards and performance

The review explains how work is awarded under the framework (direct award, mini-competition, or both), what the supplier must do to respond, whether it may decline a call-off, and how performance on one call-off affects its position on the framework, including suspension or removal for poor performance and the reporting the framework operator requires. Knowing which call-offs you can refuse is worth more than most negotiated clauses.

What it costs

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

Standard review, £495. Marked-up document and a written explanation of the changes. Three 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 have been appointed to a framework. Can we still negotiate the call-off terms?

Usually only within the limits the framework allows, which for public frameworks under the 2023 Act are narrow. The review identifies what the framework permits at call-off (often the specification, pricing within the framework rates, and service levels) and what is fixed.

The framework has no minimum spend but charges a management fee. Should we sign?

That is a commercial question the review informs: what the fee is, what compliance costs the framework imposes regardless of orders, and whether the supplier can withdraw. Many frameworks are worth being on; some cost more than they bring.

Can we refuse a call-off from a customer we do not want to work with?

Only if the framework allows it, which the review will tell you. Some frameworks oblige the supplier to accept any call-off within scope; others let the supplier decline, sometimes with consequences for its ranking.

Related guidance and services

• Contract review, £895, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a public sector contract before you bid
• Reviewing a master services agreement from an enterprise customer

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.