The Twelve Contract Phrases That Quietly Inflate Your Tech Spend — and What to Ask For Instead

Most technology contracts are not lost on the headline price. They are lost on the small words — the ones that pass through legal review unchallenged because they sound reasonable, collaborative and, above all, normal. In practice those words are doing commercial work. They shift risk, stretch deadlines, widen scope and create obligations that nobody has costed. For a UK SME buying software, integration or managed services, ambiguity is not a drafting quirk. It is an unpriced line item, and the buyer almost always pays it.

Ambiguity is a commercial risk you can price

The useful mental test is simple: read a clause and ask what it obliges the supplier to do on a wet Tuesday in March, when the key contact is on leave and the deadline has already passed. If the answer is "something, probably", the clause has transferred discretion to the party with the least incentive to use it generously. That discretion has a value. It shows up later as change requests, extended timelines, withheld deliverables or an invoice that nobody forecast in the budget round.

The twelve phrases below appear constantly in statements of work, master services agreements, SaaS order forms and support schedules. Each entry sets out what the wording actually permits, where UK buyers typically get caught, and the replacement language worth tabling early — before positions harden.

The glossary

1. "Reasonable endeavours"

What it permits: A genuine but modest effort, weighed against the supplier's own commercial interests. It is a softer standard than "best endeavours" and, crucially, it is assessed by reference to what is reasonable for that supplier — not what the customer needed.

Where SMEs get caught: Assuming it means the thing will happen. It means the supplier will try, within limits it largely defines, and will not be in breach if the outcome slips.

Ask for: "The Supplier shall [specific action] by [specific date], subject only to the dependencies listed in Schedule X. Failure to achieve this constitutes a breach." If effort really is the standard, at least define it: named personnel, named hours, named milestones.

2. "Promptly"

What it permits: Nothing measurable. In English law it is read as a reasonable period, which is determined after the fact and with reference to the dispute at hand.

Where SMEs get caught: Incident response and security notifications. A breach notification owed "promptly" may not arrive within the 72-hour regulatory window a UK business is managing against.

Ask for: "Within [X] hours of becoming aware", with awareness defined and a named channel for notification.

3. "As required"

What it permits: An open obligation, scoped by whoever is doing the requiring — frequently the customer's own operations team, with no corresponding price mechanism.

Where SMEs get caught: Support and change requests. "As required" turns a fixed-fee arrangement into a discretionary service with no ceiling.

Ask for: A capped volume, a rate card for anything beyond it, and a defined request process with a cost threshold above which a change order is mandatory.

4. "Industry standard"

What it permits: A standard that is never identified, so it can only be established later by expert evidence. It also drifts: yesterday's good practice becomes tomorrow's baseline.

Where SMEs get caught: Security and resilience clauses, where the difference between "industry standard" and a named framework is the difference between a defensible position and an argument.

Ask for: A named, versioned standard — ISO 27001, Cyber Essentials Plus, a specified availability figure — with the audit evidence you will receive and how often.

5. "Commercially reasonable"

What it permits: A judgment call that weighs the supplier's margin against the customer's outcome. It is a legitimate construct in some contexts, but a poor basis for anything you actually depend on.

Where SMEs get caught: Roadmap commitments and third-party dependency management. The supplier can decline an expensive workaround and call that commercially reasonable.

Ask for: Obligations for the things you depend on, and the word "commercially" confined to genuine joint decisions such as prioritisation workshops.

6. "From time to time"

What it permits: Unlimited recurrence. Whatever the obligation is — training, reporting, capacity reviews — it can be triggered again and again without a fresh agreement.

Where SMEs get caught: Reporting and governance overhead that quietly consumes internal analyst time for years.

Ask for: Fixed cadence and fixed format: "quarterly, within ten working days of quarter end, in the template at Schedule Y".

7. "Materially"

What it permits: A threshold that nobody has defined, which means every disagreement becomes a negotiation about whether something was material enough to matter.

Where SMEs get caught: Service credits and termination rights. A credit regime that only applies to "material" failures can be very hard to trigger in practice.

Ask for: Numeric thresholds — percentage uptime, error rate, resolution time — with worked examples showing when a credit is payable.

8. "Without undue delay"

What it permits: A cousin of "promptly" with slightly more urgency implied and no more precision supplied.

Where SMEs get caught: Data migration, exit assistance and handover — precisely the points where a supplier's incentives are weakest.

Ask for: A timetable appended as a schedule, with milestones and an agreed consequence for missing them.

9. "Functionally equivalent"

What it permits: Substitution of a component or feature for something the supplier considers comparable. Comparability is rarely tested against your integrations, data model or reporting needs.

Where SMEs get caught: Mid-term platform changes, where an equivalent feature turns out not to support the workflow your team built around.

Ask for: A defined acceptance test, run by you, before any substitution is deemed complete.

10. "As agreed between the parties"

What it permits: Nothing at all until agreement is reached — which sounds harmless and is, until you notice the clause was supposed to protect you.

Where SMEs get caught: Disaster recovery plans, exit plans and security remediation, all deferred indefinitely because agreement never quite happened.

Ask for: Defaults that apply if agreement is not reached by a stated date. A fallback is worth more than a promise to discuss.

11. "Including but not limited to"

What it permits: A list that is illustrative rather than exhaustive, so scope can expand beyond the items priced.

Where SMEs get caught: Deliverables and data sets. The sample list looked complete because it was presented as though it were.

Ask for: "Comprising the following, and no other items" where you need a closed scope, with a formal variation process for additions.

12. "Standard terms, as updated from time to time"

What it permits: Unilateral variation by the supplier, usually with notice and no right of objection short of termination.

Where SMEs get caught: Multi-year SaaS agreements where pricing, support levels or data-processing terms can shift without a fresh negotiation.

Ask for: Changes limited to those required by law or security necessity, notice periods, and a right to terminate without penalty if a change is materially adverse.

Turning the glossary into a process

A contract review is more effective when it produces a commercial artefact rather than a legal opinion. Keep a red-flag register for every significant agreement: the phrase, the clause reference, the exposure in pounds or days, and the position you will accept. That register becomes the agenda for negotiation and, later, the baseline for managing the relationship.

Two questions do most of the work. First, who has discretion under this clause? Second, what would it cost us if they exercised it against us? Where the answer is unclear, the clause needs a number, a date or a named standard in it.

None of this requires hostility. Suppliers generally prefer clear obligations too, because they reduce the disputes that erode margin. The point is to negotiate the ambiguity while there is still leverage — before signature, when the phrase is worth arguing about and the price can still reflect it.