Points d'alerte d'un contrat

FREELANCE DESIGN SERVICES AGREEMENT (fictional sample)
Between Orquidea Media SL ("Client") and Elena Voss ("Designer").

1. Services. Designer will deliver a brand identity package and a 5-page website design.
2. Fee. The total fee is 4,800 EUR. Invoices are payable within 90 days of receipt. Late payment carries no interest.
3. Term. This agreement runs for 12 months and renews automatically for further 12-month periods unless either party gives written notice 60 days before the end of the term.
4. Exclusivity. During the term and for 24 months after, Designer will not provide design services to any company in the food or beverage sector.
5. Changes. Client may change the scope, deadlines or fee schedule at any time by email notice. Changes apply immediately.
6. Liability. Designer is liable for all losses of any kind arising from the work, without limit. Client's liability is limited to the fees already paid.
7. Ownership. Rights in the final deliverables pass to Client once the full fee is paid.
8. Termination. Client may end this agreement at any time with 7 days notice. Designer may end it only for Client's uncured breach.
9. Governing law. The laws of Spain apply.

# Contract review: Freelance Design Services Agreement

## Not legal advice
This is a plain-language reading aid, not legal advice. Have a qualified professional review the contract before you sign.
Reading as: Designer (Elena Voss), the supplier. Flags would change if you were the Client.

## Plain-language summary
Orquidea Media SL (Client) hires Elena Voss (Designer) to deliver a brand identity package and a 5-page website design for 4,800 EUR. The Client has 90 days to pay each invoice. The contract runs 12 months and then renews itself unless someone gives notice 60 days ahead. The Client owns the final work once it has paid in full. The Client can end the contract on 7 days notice; the Designer can only end it if the Client breaches. Spanish law applies.

## Flagged clauses
| Clause | Quote | Why it matters | Ask a professional about |
|--------|-------|----------------|--------------------------|
| 2 Payment | "payable within 90 days of receipt. Late payment carries no interest." | Long wait for payment and no cost for paying late. | Whether 90 days and no late-payment interest are acceptable for your situation. Higher attention |
| 3 Auto-renewal | "renews automatically for further 12-month periods unless ... written notice 60 days before" | Missing the notice window locks you in for another year. | How to track the notice date and whether renewal terms can be shortened. Worth a question |
| 4 Exclusivity | "for 24 months after, Designer will not provide design services to any company in the food or beverage sector" | Limits who you can work for, during and after the contract. | Whether a 24-month restriction on a whole sector is reasonable and how it applies to you. Higher attention |
| 5 Changes | "Client may change the scope, deadlines or fee schedule at any time by email notice. Changes apply immediately." | Only one side can change the deal, including the fee. | Whether changes should need both parties to agree in writing. Higher attention |
| 6 Liability | "liable for all losses of any kind ... without limit. Client's liability is limited to the fees already paid." | Unlimited on one side, capped on the other. | Whether liability can be capped, and whether insurance is worth considering. Higher attention |
| 8 Termination | "Client may end this agreement at any time with 7 days notice. Designer may end it only for Client's uncured breach." | Exit rights are uneven, and work done before an early end may not be paid for. | What you would be paid if the Client ends early. Worth a question |

## Looks routine
- Clause 1 (services described), clause 7 (rights pass after full payment), clause 9 (Spanish law).

## Not mentioned
- No process for resolving disputes.
- No payment schedule for the 4,800 EUR (deposit or milestones).
- No limit on the number of revision rounds.

## Questions to bring
1. Can payment terms, a deposit and late-payment interest be added?
2. Can the exclusivity clause be narrowed or removed?
3. Can changes require written agreement from both sides?
4. Can liability be capped on both sides?

---
name: contract-red-flags
description: Summarises a short contract in plain language and flags clauses worth a second look, such as auto-renewal, liability, exclusivity, unilateral changes and payment terms. Use when you want to understand a contract before signing and know what to ask a professional about. Not legal advice.
---
# Contract Red Flags
A plain-language summary plus a list of clauses to ask a professional about. This is NOT legal advice.

## When to use
- You received a short contract, quote terms or service agreement as text and want to understand it.
- You want a checklist of questions to bring to a lawyer or adviser.

## Inputs
- The contract text (file or pasted). Ask for it if missing.
- Optional: which side you are (client, supplier, employee) and the country. If unknown, ask; flags depend on your side.
- Scanned documents need a text transcript first.

## Steps
1. Open with the disclaimer: this is a reading aid, not legal advice, and a qualified professional must review before signing.
2. Summarise the contract in 5-8 plain sentences: who, what, how much, how long, how it ends.
3. Go clause by clause. Check for these categories: auto-renewal, liability, exclusivity or non-compete, one-sided changes, payment terms, termination, ownership of work.
4. For each match quote the clause number and the exact words, then explain in one sentence why it can matter to the user's side.
5. Phrase every flag as "Ask a professional about ...", never as "this is illegal" or "do not sign".
6. Rate each flag as Higher attention or Worth a question. This is about attention, not legal validity.
7. List clauses that look standard or neutral in one short line, and list what the contract does not mention (for example a dispute process).

## Output
New file `contract-review.md`:
- `## Not legal advice` (2 lines)
- `## Plain-language summary`
- `## Flagged clauses` (table: `Clause | Quote | Why it matters | Ask a professional about`)
- `## Looks routine`
- `## Not mentioned`
- `## Questions to bring`

## Rules
- Never invent clauses, numbers, laws or case outcomes. Quote the text only.
- Do not say whether a clause is valid, enforceable or fair; say what to ask about.
- Write results to a new file, never overwrite the contract.
- Out of scope: legal, tax or financial advice, drafting replacement clauses, negotiating for the user.
- If the text is unclear or cut off, say so and ask before assuming.
- Keep the contract local; do not share it.