The clauses an AI leaves out of a UK contract

What is missing from an AI-drafted contract is harder to spot than what is wrong, because the document reads as complete. The tools omit the provisions that English law and English practice expect and US drafting does not: the data protection terms a processor contract must contain, interest on late payment, the exclusion of third-party rights, a supplier's position on a customer's insolvency, the staff transfer rules, consumer cancellation rights, VAT and the formalities of execution. This page sets out each and what the review adds. I review one AI-drafted contract for a fixed fee of £495 in three working days, returned as tracked changes with a clean copy and a written explanation of the changes.

Who this is for

Business owners and managers in England and Wales who have drafted a contract with an AI tool and want to know what it is likely to be missing before deciding whether to have it checked, particularly where the contract involves personal data, services delivered by staff, consumers or payment terms.

The provisions the review adds

Data protection terms

Where one party processes personal data for the other, Article 28 of the UK GDPR requires a written contract containing specified terms: the subject matter and duration of the processing, its nature and purpose, the types of data and data subjects, and the processor's obligations on instructions, confidentiality, security, subprocessors, assistance, deletion and audit. An AI draft either omits data protection entirely or inserts a US privacy clause that meets none of the requirements. The review adds the processing terms, and where data leaves the UK, a transfer mechanism under Article 46.

Interest, set-off and payment mechanics

The Late Payment of Commercial Debts (Interest) Act 1998 implies statutory interest and fixed compensation on late payment for goods and services between businesses unless the contract provides a substantial remedy, and an AI draft says nothing, leaving the supplier with the statutory rate without knowing it and the customer without a negotiated one. The review adds the interest provision, a right to suspend for non-payment, and the treatment of set-off, which the Business Contract Terms (Assignment of Receivables) Regulations 2018 affect where the contract tries to prohibit assignment of debts.

Third-party rights and entire agreement

Without an exclusion of rights under section 1 of the Contracts (Rights of Third Parties) Act 1999, anyone the contract purports to benefit may enforce it, and an AI draft's 'no third party beneficiaries' clause does not do the job because it does not refer to the Act. The review adds the exclusion, with carve-outs for group companies where intended, and an entire agreement clause that deals with misrepresentation within section 3 of the Misrepresentation Act 1967.

Insolvency, termination and the supplier's position

A supplier of goods or services cannot terminate a contract solely because the customer has entered an insolvency procedure, under section 233B of the Insolvency Act 1986, and an AI draft's 'terminate immediately on bankruptcy' clause is ineffective to that extent. The review drafts termination rights that work within the section (non-payment during the procedure, other breaches) and adds the consequences of termination the draft omits: return of property and data, accrued rights, and survival of the clauses that should survive.

Staff transfer where services change hands

Where a contract for services replaces an existing arrangement, or ends and the work goes elsewhere, the staff engaged on it may transfer to the new provider or the customer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, with employment liabilities following them. AI drafts never mention it. The review adds the information and indemnity provisions each party needs at the start and the end of the contract, so that the cost of the transfer is allocated rather than discovered.

Consumer cancellation, VAT and execution

Where the customer is a consumer, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 require pre-contract information and a cancellation right for distance and off-premises contracts, with the consequences of getting it wrong falling on the trader, and an AI draft omits them. The review adds the information, the cancellation terms and the express request or consent the trader needs. It also adds a VAT clause stating whether prices are exclusive of VAT, and an execution block that creates a deed where one is needed under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 and section 44 of the Companies Act 2006.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract 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 Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI contract has a privacy clause. Is that the same as data protection terms?

Rarely. A US privacy clause does not contain the terms Article 28 of the UK GDPR requires in a processor contract. The review adds the processing terms and, where needed, the transfer mechanism.

We are the customer. Why would we want late payment interest in the contract?

Because without a contractual provision the statutory rate applies anyway, and it is high. Agreeing a lower rate that is still a substantial remedy is in the customer's interest. The review drafts it.

Our contract lets us terminate immediately if the supplier goes bust. Does that work?

For a supplier, termination solely on the customer's insolvency is restricted by statute. For a customer terminating on the supplier's insolvency, the restriction does not apply in the same way. The review drafts the clause for the side you are on.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Contract review, £495
• What an AI-drafted contract usually gets wrong under English law
• American clauses in an AI-drafted contract for a UK business

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.