contract-renewal

---
name: contract-renewal
description: Reads a supplier agreement before it renews itself and reports the notice deadline, the price rise clause, the minimum spend, the exclusivity and what to ask for, as a working brief for the owner's solicitor.
---

# Catch the notice date before the contract signs you up for another year

You give the signed supplier agreement, every schedule and price list it refers to, and the last three invoices. You get back a one page brief with the exact date notice has to be given, the clauses that let the price rise, the spend already promised, what you are barred from buying elsewhere, what leaving would cost, and a draft notice letter ready to send. It is written so it can go straight to your solicitor without you having to explain any of it first.

## What it does

1. **Collect the whole agreement before reading a word of it.** Ask for the signed contract, every schedule, appendix and price list named inside it, any later variation letters or emails, the last three invoices, and the date it was signed. Supply deals routinely put the money in a schedule and the lock-in in the main body, so a review of one without the other gives a wrong answer with full confidence. If a named schedule is missing, list it by the exact name the contract uses and say the brief is incomplete until it arrives.

2. **Write down four dates before anything else.** From the clause headed "Term", "Duration" or "Period", take the start date, the end of the initial term, the length of each renewal period, and the notice period in days or months. Then work out two more: the last day notice can be given, and the date the next term would end if that day is missed. Print today's date beside them with the number of days remaining. For a sense of what a normal window looks like, a widely used public contract review skill grades renewal notice as "90+ days" standard and "<60 days" a risk flag (evolsb, "claude-legal-skill", skill.md), though that table is drafted for the American market so treat it as a rough yardstick, not a rule.

3. **Read the notice clause as instructions, not prose.** The clause headed "Notices" says who notice goes to, at what postal address or email, in what form, and the moment it counts as delivered. Copy those requirements out word for word. Where the clause says notice must be received by a date rather than sent by it, subtract the stated delivery time and treat the earlier date as the real deadline. If it demands recorded delivery, a named director or a specific registered office, say so plainly, because notice given the wrong way is often treated as no notice at all.

4. **Find every route the price can rise, and quote each one.** Look under "Price Review", "Charges", "Indexation", "Rebates" and any wording like "our then current list price". Record which kind of cap applies: a fixed percentage, linked to CPI or RPI, uncapped, or left to the supplier's discretion. Compare the unit prices on the last three invoices against the price list in the schedule and report any increase already charged that the clause does not permit, naming the invoice number and date. The Competition and Markets Authority's Compliance Principles for auto renewing contracts say the customer should be told, in good time before renewal, "the amount of the renewal fee" and "the length of the renewed contract period"; if no such notice ever arrived, record that it did not, because it is the strongest thing you have to say at the negotiating table.

5. **Total the minimum spend against what was actually bought.** Find the "Minimum Purchase", "Volume Commitment" or "Annual Spend" figure, the period it is measured over, and the shortfall clause that says what happens if it is not met. Add up the actual spend from the invoices for the same period and show both numbers in pounds, side by side, with the gap. If there is a shortfall, calculate the charge exactly the way the clause calculates it and show the working. A promise of, say, 40 kegs a month signed in a good year is a bill in a quiet one.

6. **Map exactly what cannot be bought elsewhere.** Exclusivity sits under headings like "Tie", "Sole Supplier", "Exclusivity", or an obligation to buy a percentage of requirements. Two markers are worth flagging: UK block exemption rules treat an obligation to buy "more than 80% of the buyer's total purchases" from the supplier as a non compete obligation, and put outside the exemption "any non-compete obligation, the duration of which is indefinite or exceeds five years", adding that one "automatically renewable beyond a period of five years is deemed to have been concluded for an indefinite duration" (The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, article 10). Note that article 10(3) treats premises the supplier owns or leases to the buyer differently, which is the usual position in a tied pub. If the business is a tied pub, add that a price rise can itself open a right: the Pubs Code Adjudicator lists as an event triggering the Market Rent Only option "You are notified of a significant increase in the price at which a tied product or tied service is supplied to you." Flag all of this as a question for the solicitor, never as a conclusion.

7. **Test the renewal and variation wording against the standard terms rule.** If the supplier's own printed terms were used rather than a negotiated document, the Unfair Contract Terms Act 1977 section 3 is in play: where one party deals on the other's written standard terms of business, the other cannot claim to be entitled "to render a contractual performance substantially different from that which was reasonably expected of him" except so far as that term is reasonable. Schedule 2 of the same Act lists what reasonableness looks at, including the parties' relative bargaining strength and "whether the customer knew or ought reasonably to have known of the existence and the extent of the term". Use those two points to write the asks, for example a cap on increases and a written reminder 60 days before each renewal, and mark any clause that lets the supplier change price, product or service on its own say so.

8. **List everything that happens on the way out.** Cover equipment on loan and who removes it (cellar and dispense gear, EPOS terminals, card machines, coffee machines, glass washers), installation or fitting costs that become repayable, discounts or upfront payments clawed back pro rata, deposits held, and any separate minimum term buried in an equipment or finance schedule. Add the practical ones the contract will not mention: getting sales data out of the EPOS or booking system, the final stock and meter reconciliation, and the last delivery date. Put a pound figure against each item where the contract gives one, and write "not stated" where it does not.

9. **Write the one page brief and the draft notice letter.** Order the brief: the deadline first, then what renews and for how long, then the money (current prices, permitted increases, minimum spend against actual spend), then the tie, then exit costs, then a ranked list of what to ask for. The letter goes to the entity named on page one of the contract, quotes the clause number it is served under, states clearly that it is notice not to renew at the end of the current term, and asks for written acknowledgement within seven days. Finish with two diary entries: one fourteen days before the deadline, one the day after the letter goes, to chase the acknowledgement.

## Then it checks

1. Every date in the brief is followed by the clause number it was taken from, and any date without a clause number has been removed.
2. The notice deadline appears as one calendar date with its day of the week, the number of days from today, and a plain statement of whether the window has already closed.
3. Every pound figure is traceable to either a numbered clause or a named invoice with its date, and nothing is rounded, averaged or estimated.
4. Every clause the brief criticises is reproduced word for word beside its clause number, and anything shortened is labelled as a summary.
5. The draft letter names the supplier exactly as it is written on page one of the contract, uses the delivery method the notice clause requires, and is dated at least seven days before the deadline.
6. No sentence claims a term is void, illegal or unenforceable; each legal point is written as a question to put to the solicitor.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Never invent a clause number, a date, a notice address or the contents of a schedule you have not been given. If a page is missing or unreadable, name the page and stop, because a deadline worked out from a missing schedule looks exactly like a real one and the owner only finds out after the year has renewed.
- Never state that a clause is void, unenforceable or illegal. An owner who stops paying on the strength of a guess is the one in breach, and that costs far more than the clause ever did.
- Never soften a deadline that has already gone. Say the date has passed, say in pounds what the next term now commits them to, and move on to what can still be done, such as asking for early release or negotiating the renewal price.
- The output is a working document prepared for the owner's own solicitor to check before anything is sent, signed or refused. It is not legal advice and must never present itself as legal advice.

## Built from
- Competition and Markets Authority, "Compliance Principles for anti-virus software businesses that use auto-renewing contracts", https://assets.publishing.service.gov.uk/media/616fd5b88fa8f52986e61d1a/Compliance_Principles_for_anti-virus_software_firms.pdf, no publication date shown in the document text, read 13 September 2026: the list of what a pre-renewal reminder should contain, used in step 4 as the fairness checklist and the negotiating point.
- UK Parliament, "Unfair Contract Terms Act 1977, section 3 and Schedule 2", https://www.legislation.gov.uk/ukpga/1977/50/section/3 and https://www.legislation.gov.uk/ukpga/1977/50/schedule/2, section 3 as amended with effect from 1 October 2015, read 13 September 2026: the written standard terms test and the reasonableness factors quoted in step 7.
- UK Parliament, "The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, article 10", https://www.legislation.gov.uk/uksi/2022/516/article/10/made, SI 2022/516, no separate publication date shown on the article page, read 13 September 2026: the 80% purchasing threshold and the five year and automatic renewal wording used in step 6.
- Pubs Code Adjudicator, "Market Rent Only", https://www.pubscodeadjudicator.org.uk/know-your-rights/market-rent-only, no publication date shown on the page, read 13 September 2026: the fact that a significant price rise on a tied product is itself a trigger event for a tied tenant, used in step 6.
- evolsb, "claude-legal-skill (skill.md)", https://github.com/evolsb/claude-legal-skill, 438 stars read from api.github.com, repository created 26 January 2026 and last pushed 23 July 2026, read 13 September 2026: the renewal notice benchmark of 90 days or more as standard and under 60 days as a flag, used as the rough yardstick in step 2.

# contract-renewal

## You are given
A folder from a UK hospitality business containing any of: a signed supplier agreement (PDF or scan), the schedules, appendices and price lists it refers to, later variation letters or emails, the last three invoices from that supplier, and a note of the date it was signed. Today's date is supplied as a single line in a text file or on the command line. Assume the PDF is a scan, the schedules are separate files with unhelpful names, and at least one document the contract names is not in the folder at all.

## Produce
Write into an `output/` folder next to the inputs:

1. `key-dates.csv` with these columns in this order: `Date name`, `Date (DD Month YYYY)`, `Day of week`, `Days from today`, `Clause number`, `Clause heading as printed`, `Page`, `Wording it was taken from (verbatim)`.
   The `Date name` column carries exactly these six rows and no others: `Start date`, `End of initial term`, `Length of each renewal period`, `Notice period`, `Last day notice can be given`, `End of next term if the deadline is missed`. Where the notice clause requires notice to be received rather than sent, add a seventh row `Last day notice can be sent` and show the delivery time subtracted in the wording column.
2. `clause-extracts.md` - the clauses reproduced word for word, one section per heading, in this order: Term, Notices, Price Review or Charges or Indexation, Rebates, Minimum Purchase or Volume Commitment, Exclusivity or Tie or Sole Supplier, Variation, Termination, Equipment. Each quote is preceded by `Clause <number>, page <n>, heading as printed: <heading>` and followed by nothing. Where a whole clause is too long to quote, quote the operative sentences and write `Summary, not the full clause` on the line above.
3. `price-movement.csv` with columns: `Supplier product code`, `Description as printed`, `Schedule price net of VAT (GBP)`, `Schedule name and date`, `Invoice number`, `Invoice date`, `Unit price charged net of VAT (GBP)`, `Difference (GBP)`, `Difference %`, `Clause that permits an increase`, `Notice of increase held (yes / no / not supplied)`.
4. `minimum-spend.csv` with columns: `Commitment as printed`, `Clause number`, `Period measured`, `Committed figure (GBP)`, `Actual spend net of VAT (GBP)`, `Invoices counted`, `Shortfall (GBP)`, `Shortfall charge as the clause calculates it (GBP)`, `Working`.
5. `exit-costs.csv` with columns: `Item`, `Clause number`, `Page`, `Amount stated in the contract (GBP)`, `How it is calculated`, `Wording (verbatim)`. Include a row for every item of loaned equipment named in the contract (cellar and dispense gear, EPOS terminals, card machines, coffee machines, glass washers), installation or fitting costs, clawed-back discounts or upfront payments, deposits held, and any separate minimum term in an equipment or finance schedule. Write `not stated` in the amount column where the contract gives no figure. Add rows for the practical items the contract does not mention - getting sales data out of the EPOS or booking system, the final stock and meter reconciliation, the last delivery date - with `not in the contract` as the clause number.
6. `questions-for-the-solicitor.md` - a numbered list. Each question names the clause number and page, quotes the wording it is about, and ends with a question mark. Nothing in this file is written as a statement.
7. `draft-notice-letter.md` - addressed to the entity exactly as it is written on page one of the contract, sent to the address or email the Notices clause names, in the form that clause requires, quoting the clause number it is served under, stating that it is notice not to renew at the end of the current term, and asking for written acknowledgement within seven days. Dated at least seven days before the deadline in `key-dates.csv`.
8. `diary.csv` with columns: `Date (DD Month YYYY)`, `What to do`. Two rows: fourteen days before the deadline, and the day after the letter goes.
9. `missing-documents.csv` with columns: `Document name exactly as the contract names it`, `Clause that names it`, `Page`, `What cannot be worked out without it`.
10. `README.md` - the files read with their file names, the page count of the agreement, the invoice date range, today's date as used, and a plain statement of whether the notice window is open, closes on a named date, or has already passed.

## Rules
- Codex extracts and calculates. It never says what a clause means, what it entitles anyone to, or whether it is fair, valid, void, unenforceable or illegal. Every point of interpretation goes into `questions-for-the-solicitor.md` as a question.
- Every date, figure and quotation must carry the clause number and page it came from. A date without a clause number is deleted, not kept.
- Never invent a clause number, a page number, a date, a notice address or the contents of a schedule that is not in the folder. If a named schedule is missing, list it in `missing-documents.csv`, name what depends on it, and leave those cells empty.
- Purchase prices go in net of VAT and are labelled as such. Never convert, gross up or estimate a figure the document does not state.
- Never soften a deadline that has already gone. State the date, state that it has passed, and state in pounds what the next term commits the business to under the clause that says so.
- Where the notice clause requires recorded delivery, a named director or a specific registered office, reproduce that requirement word for word in the draft letter's header block rather than paraphrasing it.
- Round nothing. Copy figures at the precision the document prints them.
- Use British English, £, and DD Month YYYY dates. No em dashes.
- The output is a working document prepared for the owner's own solicitor to check before anything is sent, signed or refused. Write no sentence that presents it as legal advice.

## Return
A list of the files written with their absolute paths, the notice deadline as one date with the number of days from today, the number of clauses extracted, the number of invoice lines compared against the schedule, the total committed spend and the total actual spend, and every document named in `missing-documents.csv`.